SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           ---------------------------

                                  FORM 10-KSBA
(Mark One)

/x/       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1996
                          ------------------------------------------------------

/ /       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                      to
                               --------------------    -------------------------
                        Commission file number 33-4844-D

                     AMERICANA GOLD & DIAMOND HOLDINGS, INC.
--------------------------------------------------------------------------------

                 (Name of small business issuer in its charter)

                 Delaware                                84-1023321
--------------------------------------------------------------------------------
      (State or other jurisdiction of      (I.R.S. employer identification no.)
      incorporation or organization)

Calle Los Laboratorios, Torre Beta,
Piso 2, Ofic. 208, Los Ruices, Caracas 1071, Venezuela      1071
(Address of principal executive offices)                 (Zip code)

Issuer's telephone number, 
including area code:          (011)-(582) 238-2322 - Fax: (011)-(582) 239-8429
                              ------------------------------------------------

Securities registered under Section 12(b) of the Exchange Act:

                                      None

Securities registered pursuant to Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes /x/   No
/ /.

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information  statements  incorporated  by  reference  in Part  III of this  Form
10-KSBA or any amendment to this Form 10-KSBA. [ ]

         State issuer's revenues for its most recent year.   $69,774
                                                           ---------------------

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the voting stock as
sold,  or the average bid and asked  prices of such stock,  as of March 1, 1997.
(See definition of affiliate in Rule 12b-2 of the Exchange Act). $5,131,850
                                                                ----------------

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

         Indicate the number of shares outstanding of the Issuer's Common Stock,
as of the latest  practicable  date:  At March 21, 1997,  there was  outstanding
12,082,731  shares of the Issuer's  Common Stock,  $.001 par value.  Such amount
does not include  additional  shares that are to be issued in connection  with a
foreign private placement.

<PAGE>
ITEM 9.                    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                           CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
                           THE EXCHANGE ACT.


         The following  table sets forth the ages and names of the Directors and
executive officers of the Company.


<TABLE>
<CAPTION>
                                                    Year Elected to the
                                                    Board of Directors
Name                                Age        ----------------------------

<S>                                  <C>                   <C> 
Carlos Hausmann..............        57                    1993
Henry Bloch..................        51                    1993
David Zrihen.................        55                    1993
David Bassan.................        39                    1993
Jose Pereira   ..............        59                    1993
Tomaz Klingberg..............        50                    1993
Alberto Cohen................        63                    1993
Leon Bentes..................        61                    1994
Clement W. Cohen.............        49                    1996
</TABLE>


                  CARLOS  HAUSMANN.  Mr.  Hausmann has served as the  President,
Chief Executive Officer and as a Director of the Company since February 8, 1993.
Mr. Hausmann was President (from 1968 to 1988), and founder of, Wilson Athletics
of Venezuela, a leading supplier of clothing and licensee for Jockey,  Carter's,
Catalina,  Jantzen  and  Horn  Products.  Mr.  Hausmann  is  President  of Paris
Croissant C.A.,  Sensormatic de Venezuela,  a security company,  and Chairman of
Inversiones  Carev,  S.A.,  a supplier of goods and  services to the  Venezuelan
Armed Forces and he is a Director of numerous other companies.

                  HENRY BLOCH has served as the Chief Financial Officer and as a
Vice  President  and Director of the Company since  February 8, 1993.  Mr. Bloch
attended the  University of Maryland and graduated  from New York  University in
1967 with a  business  degree.  Mr.  Bloch  has been a  financial  advisor  with
Fahnestock & Co., Inc. for at least the past five years.  Mr.  Bloch's  business
experience  includes  President of a uniform factory,  editor and publisher of a
weekly tourism magazine.

                  DAVID  ZRIHEN.  Mr.  Zrihen  has  served as a Vice  President,
Treasurer  and Director of the Company  since  February 8, 1993.  Mr. Zrihen has
significant  business experience in the Import-Export  business and has been the
trade representative for such products as Remington, Pollenex, Teledyne, Clairol
and Vidal Sassoon for more than the past five years.

                  DAVID BASSAN has served as Vice President, Controller and as a
Director of the Company since February 8, 1993.  Mr. Bassan has been  associated
with several entities for more than
<PAGE>
the past five years as follows:  Mr.  Bassan  currently  serves as a Director of
Group Equipo 18 (a real estate company), Hoteles Karibik C.A. (a hotel operation
company),  Multinvest (a stock  brokerage  company) and Camara  Inmobiliaria  de
Venezuela  (a  non-profit   organization   for  the  promotion  of  real  estate
development).

                  JOSE PEREIRA has served as either Vice  President of Strategic
Planning and/or General Manager of the Company, and as a Director since February
8, 1993.  Prior  thereto  Mr.  Pereira  served as a  Brigadier  General  for the
Venezuelan  Air Force for more than the past five  years.  During  his  military
career,  Mr. Pereira held many senior positions of  responsibility  and led many
procurement  programs.  He received a B.S. in  Mechanical  Engineering  from the
University of Denver in Colorado and has an M.S.  Logistic  Management  from the
A.F.I.T of WPAFB, Dayton, Ohio.

                  TOMAZ  J.  KLINGBERG  has  served  as a Vice  President  and a
Director  of the  Company  since  February 8, 1993.  Mr.  Klingberg  has been an
Economist at the  University  Central de  Venezuela  for more than the past five
years. Mr. Klingberg has been a business  consultant since 1980 and he serves as
a Director for various privately held businesses.

                  ALBERTO  COHEN has served as a Vice  President and Director of
the Company since  February 8, 1993.  Mr. Cohen has been  President of a textile
manufacturer and also a construction company for more than the past five years.

                  LEON BENTES has served as a Vice President and Director of the
Company  since March 9, 1994.  Mr.  Bentes has been  President of X-TRA  Import,
C.A., an importer and wholesaler of office  supplies for more than the past five
years.

                  CLEMENT  W.  COHEN has served as Vice  President  and  General
Manager of Leon Cohen C.A., a leading  Department Store in Venezuela since 1972.
For the past five years, Mr. Cohen has also been President of Suministros Zamora
Cohen,  an  importer  and  wholesaler  of medical  supplies.  Mr.  Cohen is also
president of LECO C.A., a company in the real estate business.

                              SECTION 16 COMPLIANCE

                  All of the Executive Officers and Directors of the Company did
not timely file Form 3s and Form 4s under Section 16 of the Securities  Exchange
Act of 1934, as amended.  All of such  individuals have filed Form 5s to reflect
all  transactions  in the  Company's  Common Stock which they were a party to in
1995 and 1996.

                                       -2-
<PAGE>
ITEM 10.                   EXECUTIVE COMPENSATION.

OFFICERS COMPENSATION

                  No officer of the Company was paid salary and bonus  exceeding
$100,000  with  respect  to the year ended  December  31,  1996.  The total cash
compensation  paid to officers of the  Company in the year ended,  December  31,
1996 was $26,400. Mr. Carlos Hausmann, the President and Chief Executive Officer
of the Company (the "Named Executive Officer") did not receive any cash from the
Company in connection with his duties as the principal  executive officer of the
Company.  Mr. Hausmann received 30,612 shares of Common Stock valued at $.81 per
share (or an aggregate  of $24,796) and 90,000  shares of Common Stock valued at
$.50 per share (or an  aggregate of $45,000).  In addition,  as described  under
"Directors  Compensation" below,  officers and directors of the Company received
Common Stock of the Company in lieu of cash compensation.

DIRECTORS COMPENSATION

         Directors  of the Company  were  entitled  to receive in the  aggregate
$200,000  for  services  rendered  during 1996. Such  compensation  was received
through the issuance of 400,000  shares of Common  Stock at a purchase  price of
$.50 per share.

BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION

         The Board of  Directors  has no  compensation  committee.  See "Certain
Relationships and Related  Transactions for transactions between the Company and
its executive officers or directors."

ITEM 11.                   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                           AND MANAGEMENT.


         The following table sets forth information  concerning ownership of the
Company's Common Stock, as of April 1, 1997, by each person known by the Company
to be the beneficial  owner of more than five percent of the Common Stock,  each
director,  each nominee for Director each  executive  officer as defined in Item
402(a)(3) of Regulation S-KSB and by all directors and executive officers of the
Company as a group.  Unless  otherwise  indicated,  the address for five percent
stockholders,  directors  and  executive  officers  of the  Company is Calle Los
Laboratorios,  Torre Beta,  Piso 2, Ofic.  208,  Urb. Los Ruices,  Caracas 1071,
Venezuela.

                                       -3-
<PAGE>
<TABLE>
<CAPTION>
Name and Address                      Shares                  Percentage
of Beneficial Owner            Beneficially Owned(1)           of Class
-------------------            ---------------------           --------

<S>                                  <C>                        <C>  
Noga Corporation                     1,300,000                  10.8%


Carlos Hausmann                      1,039,689(2)                8.6%

Henry Bloch                            542,280(3)                4.5%

David Zrihen                           294,682                   2.5%

David Bassan                           161,799                   1.3%

Jose Pereira                           305,982                   2.5%

Tomaz Klingberg                        299,778(4)                2.5%

Alberto Cohen                          316,795(5)                2.7%

Leon Bentes                            296,218                   2.5%

Clement W. Cohen                       334,004                   2.8%

All directors and                    3,591,227(2)(3)(4)(5)      29.7%
executive officers as a
group (9 persons)
</TABLE>


(1)          Beneficial  ownership is determined in accordance with the rules of
             the  Securities  and Exchange  Commission  and  generally  includes
             voting or investment power with respect to securities.

(2)          Includes   311,755  shares  of  Common  Stock  held  by  an  entity
             controlled  by Mr.  Hausmann.  Mr.  Hausmann  disclaims  beneficial
             ownership of such shares.

(3)          Includes 56,000 shares of Common Stock held by an entity controlled
             by Mr.  Bloch.  Mr. Bloch  disclaims  beneficial  ownership of such
             shares.

(4)          Includes 59,094 shares of Common Stock held by an entity controlled
             by Mr. Klingberg.  Mr. Klingberg disclaims  beneficial ownership of
             such shares.

(5)          Includes   144,154  shares  of  Common  Stock  held  by  an  entity
             controlled by Mr. Cohen. Mr. Cohen disclaims  beneficial  ownership
             of such shares.


ITEM 12.                   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

             On October  1994,  the  Company  purchased  the La Fortuna I Mining
Concession  from  Inversiones   Megold  C.A.  for  a  total  purchase  price  of
$2,000,000. The Company has paid the purchase price by paying Inversiones Megold
C.A. approximately  $110,000 in cash and issuing approximately  1,721,053 shares
of Common Stock


                                       -4-
<PAGE>
to Inversiones  Megold C.A.  Inversiones  Megold C.A. has transferred  1,300,000
shares of such Common Stock to Noga Corporation,  a five percent  stockholder of
the Company.

             From time to time  certain  officers  and  directors of the Company
have purchased Common Stock from the Company in Foreign Private  Placements.  In
1996, no officer or director paid $60,000 or more for such Common Stock.

             In December  1996,  Henry  Bloch,  an officer  and  director of the
Company  received  100,000  shares of Common Stock in  consideration  of certain
consulting services.

                                   SIGNATURES

                  In  accordance  with Section 13 or 15(d) of the Exchange  Act,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized  in the City of  Caracas,  Country  of
Venezuela on the 30th day of April, 1997.

                                             AMERICANA GOLD & DIAMOND HOLDINGS,
                                             INC.


                                             By: /s/ Jose Pereira
                                                -----------------
                                                Jose Pereira, Vice President of
                                                Strategic Planning and General
                                                Manager



                                       -5-