SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                  FORM 10-KSB


(Mark One)


/ X /    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  ACT OF 1934
         (FEE REQUIRED)

For the fiscal year ended December 31, 1997

/   /    TRANSITION REPORT UNDER SECTION 13 OR 15(d) 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 Nss.)
incorporation or organization)

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

Issuer's telephone number, including area code:(011)-(582)-238-2332 -
                                               Fx: 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 issue (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 registratnt 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 Regulaton 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-KSB
or any amendment to this Form 10-KSB. ( )

            State issuer's revenues for its most recent year. $ 23,903
            ----------------------------------------------------------

            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(See definition of
affiliate in Rule 12b-2 of the Exchange Act). $ 5,800,781

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
assumption , 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 1, 1997 there was outstanding
12,692,683 shares of the Issuer's Common Stock, $.001 par value.

                      DOCUMENTS INCORPORATED BY REFERENCE

            Portions of the Company's Proxy  Statement  (puursuant to Regulation
14A)  concerning the Annual Meeting of Shareholders is incorporated by reference
to Part III of this Form 10-KSB.

<PAGE>
                                     PART I

Item 1.  Business

         (a) Business Development

         Americana Gold & Diamond Holdings,  Inc. (the "Company" or AGD") in its
current  form  resulted  from the merger  (the  "Merger")  in  February  1993 of
Americana Gold & Diamond  Mining,  Inc., a corporation  incorporated in Tortola,
British  Virgin  Islands in April  1990  ("Americana  Gold")  with and into Blue
Willow Holdings,  Inc., a Colorado corporation incorporated in March 1986 ("Blue
Willows").  In  connection  with the Merger,  Blue  Willows  changed its name to
Americana Gold & Diamond  Holdings,  Inc. and issued  2,823,180 shares of common
stock,  $.001 par value (the "Common  Stock") to the  shareholders  of Americana
Gold. Prior to the Merger,  Blue Willows was a publicly-held  shell  corporation
and Americana  Gold held several  mining  concessions  which  generated  limited
revenue.  Subsequent  to the Merger,  the Company  purchased  additional  mining
concessions.

         The Company has three wholly-owned  Venezuelan  subsidiaries,  Latinvan
Metal  Trading  L.T.D.,  C.A.,  which holds the titles to the  Company's  mining
concessions,  Consorcio  Minero Miamo,  C.A., which is the original owner of the
Fortuna I concession and AGD Holdings Inc. de Venezuela,  C.A.,  which holds all
of the  Company's  exploitation  and  exploratin  equipment.  Unless the context
requires otherwise,  references to the Company and AGD in this Form 10-KSB shall
mean Americana Gold & Diamond Holdings, Inc. and its subsidiaries.

         The Company has limited capital resources and is actively seeking other
sources of capital in order to meet its working  capital needs.  The independent
auditor's  report for the fiscal year ended  December 31, 1997 has been prepared
assuming  that the Company  will  continue as a going  concern.  There can be no
assurance  that any  additional  financing  will be  available to the Company on
acceptable terms, or at all. See "Management's  Discussions and Analysis or Plan
of Operation."


         (b) Business of Issue:

         (1) Principal products or services and their markets.

         The Company is engaged in the exploitation, exploration and development
of gold mining concessions in Venezuela's  Guayana Shield. The Company currently
has the rights to four concessions (El Bochinchito,  Fortuna I, Progresso IV and
Progresso V) which it believes may lead to gold production.  However,  there can
be no assurance that there will be any gold production  from these  concessions.
The  location  and  chief  characteristics  for  each of  these  properties  are
discussed  below.  Estimates for vein deposits on all of the Company's  projects
are highly speculative and are based on experience at similar properties.  There
can be no assurance that such estimates will in fact be accurate.

                                       1

<PAGE>
El Bochinchito

         Lying  across a vast area near the border with  Guyana,  the  Bochinche
zone of Pastora  province  is  believed  to have an immense  gold  reserve.  The
Bochinche  area has had a history  of gold  production  dating  back more than a
century.  It is one of the four principal  gold-bearing  zones in Bolivar State.
Over the past two years,  Monarch Resources of Canada and others have introduced
modern  mining  equipment  and  methods  into the  Bochinche  area,  and are now
producing gold from several deposits in the district.

         The  Company's  El  Bochinchito  prospect,  a  250  acre  parcel  is  a
concession  contract  with the  Venezuelan  government  and was  acquired by the
Company  in 1993  from an  unaffiliated  third  party  who  had  controlled  the
concession since 1988.  There were very limited  activities done on the property
prior to the Company's acquisition.

         The  concession  contract  terminates in 2003 and can be renewed for an
additional forty years. El Bochinchito is located east of Tumeremo village, in a
region that has been  surveyed and  explored by the  Venezuelan  Corporation  of
Guyana (C.V.G.),  the state-owned mining company. It lies north of Kilometer 88,
and just east of the El Callao mine. El Callao was Venezuela's  major nineteenth
century  discovery,  yielding  151,000 ounces of gold from 1871 to 1874.  Mining
continues  at the El Callao  mine  today.  Access to the  property  is by an all
weather  gravel road 72  kilometers  from  Tumeremo to the willage of Bochinche,
thence by a very rough 4 by 4 bush truck, 15 kilometers to the concession.

         AGD has completed  sampling and  geochemical  work on El  Bochinchito's
alluvial  deposits.  The  alluvial  gold plant was  installed  and fine tuned at
Bochinchito   Concession  during  the  First  Quarter  1996.  Production  at  El
Bochinchito has been delayed as the Company concentrates on what appears to be a
major  discovery  in  altered  gabbro at La Fortuna  I,  though  there can be no
assurance  of the extent of the altered  gabbro.  Trial runs with the plant have
indicated   some  problems  with  clay  balls  which  will  require  some  minor
modifications to the plant.


Fortuna I Concession

         In  October  1994,  the  Company  purchased  the La  Fortuna  I  Mining
Concession from Inversiones  Megold C.A.  ("Inversiones"),  for a total purchase
price of  $2,000,000.  Fortuna I is  located  about 45  kilometers  north of Las
Cristinas, Placer Dome's 7.7 million ounce gold find, at kilometer 88 in Bolivar
State.  Fortuna I is accessible  by a paved road to 34 kilometers  then a 4 by 4
gravel road 22 kilometers  to the property  with a ferry  crossing at the Cuyuni
River.  The Las  Cristinas  area is  considered  by many North  American  mining
experts to be the prime  gold  exploration  area in  Venezuela  and  significant
exploration  activity is taking  place at this time.  Fortuna I  possesses  both
alluvial deposits and veins. The petrology of the La Fortuna  Concession area is
made up of basic to intermediate  volcanics,  Pastora-Botanamo Super Group rock,
mainly   metabasalts   and  metagalbroc   and  Caballape   Formation,   andesite
agglomerates.  The  rocks in the  mineralized  zones  are  usually  sericitized,
pyritized and kaolinized, especially near the

                                       2
<PAGE>
veins.  No  attempt  has been  made by the  Company's  independent  professional
engineer to estimate tonnages for this property.

         During the first quarter of 1996 the Trenching  Exploration Phase of La
Fortuna I Mining  Concession  was completed.  Two broad zones of  mineralization
were identified,  both 100 meters (330 feet) in width, and with assay results of
1.05 grams per tonne in saprolite rock. A further trenching program conducted at
La Fortuna I Mining  Concession  during  the  second  and third  Quarter of 1996
confirmed  results  of  previous  trenching,  and  better  defined  targets  for
drill-holes  into Central Zone.  Additional  trenching of Fortuna Zone and other
targets in the concession  was completed at the end of the year.  During 1997 an
initial  drilling  program  was  conducted.  A total of 1013 m of  drilling  was
completed and 770 samples were analysed for gold. Diamond drilling confirmed the
mineralization indicated in the trenching. Additional trenching and drilling has
been  recomended  by  the  Company's   Geologist  and  Professional   Enginering
Consultant.

Progreso 4 and 5

         AGD controls two additional gold concessions,  Progreso 4 and 5, in the
Venezuelan State of Bolivar.  These concessions total  approximately  2500 acres
and are located  near the mining town of El Dorado.  The area has a long history
of gold production form high-grade ore bodies, and there has been a considerable
amount of small to  medium  scale  gold  mining in the  concession  adjacent  to
Progreso 4 and 5. Initial  geological  studies at Progreso 4 and 5 indicate that
it is the least  promising of AGD's  properties  and therefore no exploration is
planned for this area at this time.

         (2) Distribution methods of the products or services.

         Currently,  the Company has not produced any gold for distribution.  If
and when,  the Company is in a position to distribute  gold,  such  distribution
will be subjet to  regulation  by the  Venezuelan  government.  See "Business --
Effect of existing or probable governmental regulations on the business."

         (3) Status of any publicly announced new product or services.

         See "Business --- Principal Products or Services and Their Markets" for
a description of the current status of the Company's mining operations.

         (4) Competitive  business  conditions and the small  business  issuer's
             competitive position in the industry and methods of competition.

         The  Company  will  remain a minor  participant  among the firms  which
engage  in gold  prospecting.  There  are  many  other  established  firms  with
significantly   greater   capitalization   and   greater   access  to   business
opportunities. In view of the Company's combined lack of financial resources and
limited managerial experience,  the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.

                                       3

<PAGE>
         (5) Sources and availability of raw material and the names of principal
             suppliers.

                                 Not applicable.

         (6) Dependence on one or a few major customers.

         See "Effect of existing or  probable  governmental  regulations  on the
business."

         (7) Patents,  trademarks,  licenses,  franchises,  concesions,  royalty
             agreements or labor contracts, including duration.

         The  Company  currently  has  the  following  mining  concessions:   El
Bochinchito,  Fortuna I  Concession,  and  Progreso 4 and 5. The Company is also
negotiating   to  acquire  the  Bochinche  4  Concession   from  the  Venezuelan
government.  For further  information with respect to the Company's  Concessions
see "Business -- Principal products or services and their markets."


         (8) Need  for  any  governmental  approval  of  principal  products  or
             services.

                                 Not applicable.


         (9) Effect of  existing  or  probable  governmental  regulation  on the
             business.

         The  regime  for  the   commercialization   of  gold  in  Venezuela  is
essentially  divided into two areas: (i) internal  commercialiation of gold; and
(ii)   external   commercialization   of  gold.   With   respect   to   internal
commercialization, gold may be sold to either third parties or to the Venezuelan
Central Bank (the "VCB") or to one of its agent banks.  Generally sales to third
parties in Venezuela  require the payment of an exploitation  tax of at least 3%
as opposed to 1% if it is sold to the VCB or one of its agents.  With respect to
external  commercialization,  on May 31,  1995,  the Central  Bank of  Venezuela
issued Resolution  No.95-05-05 which regulates gold and gold alloy exports.  The
most significant aspects of this regulation are as follows:


         ~   The  exportation of gold and gold alloys are  authorized.  For this
             purpose,  the interested party must register in the Gold Exporters'
             registry maintained by the Central Bank of Venezuela.

         ~   The authorization  request will be effected before the Central Bank
             of Venezuela, accompanied by certification that a minimum of fourty
             percent  (40%) of the amount  calculated  in  kilograms  of cast or
             refined  gold,  resulting  from adding the amount  specified in the
             export  request to the amount  destined



                                       4

<PAGE>
             to the internal market has been sent to the internal  market.  This
             authorization will be granted for a term of 45 consecutive calendar
             days.

         If and when the  Company is in a position  to  produce  and  distribute
gold,  the effect of these  regulations  could have a significant  impact on the
Company's operations.

         (10) Estimate  of the amount  spent  during each of the last two fiscal
              years on research and  development  activities,  and if applicable
              the extent to which the cost of such activities are borne directly
              by consumers.

         The  Company  has  spent   approximately  $  322,000  in  gold  deposit
exploration during 1997 and $ 235,429 during 1996.

         (11) Costs and effects of compliance with environmental laws.

         The  Company  has  spent   approximately   $1,000  in  compliance  with
Venezuelan environmental laws.

         (12) Number of total employees and number of full time employees.

         At March 21, 1997, the Company employed twenty five (25) employees.

Item 2.  Description of Property.

         The  Company's  principal  executive  offices  are located in Calle Los
Laboratorios,  Torre Beta,  Piso 2, Ofic.  208,  Urb. Los Ruices,  Caracas 1071,
Venezuela.  This  facility  consists of  approximately  2,000 square feet and is
occupied  under a lease.  The Company  leases a second  facility in Tumeremo,  a
small town near the Bochinche,  and Fortuna I concessions.  This second facility
has office and storage space.

         For  information  relating to the  Company's  mining  concessions,  see
"Business - Business of Issuer."

Item 3.  Legal Proceedings.

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matters  were  submitted  to a vote of the holders of the  Company's
Common  Stock,  during the fourth  quarter of the  Company's  fiscal  year ended
December 31, 1997.

                                       5

<PAGE>
                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

         As indicated  below,  the Company's Common Stock has been trading below
$1.00 per  share.  Under new rules  promulgated  by the Nasdaq  SmallCap  Market
("NASDAQ"),  a security is subject to delisting from NASDAQ if its trading price
is below  $1.00.  Trading,  if any,  of the Common  Stock  would  thereafter  be
conducted  in the OTC  Bulletin  Board.  As a result of such  inelegibility  for
quotations,  an investor may find it more  difficult to dispose of, or to obtain
accurate quotations as to the market value of the Common Stock. Furthermore, the
regulations of the Securities and Exchange Commission ("Commission") promulgated
under the Securities Exchange Act of 1934, as amended ("Exchange Act"),  require
additional  disclosure  relating  to the  market  for penny  stocks.  Commission
regulations  generally  define a penny stock to be an equity security that has a
market  price of less than $5.00 per share,  subject  to certain  exceptions.  A
disclosure  schedule explaining the penny stocks market and the risks associated
therewith is required to be delivered to a purchaser and various sales  practice
requirements  are  imposed on  broker-dealers  who sell penny  stocks to persons
other  than   established   customers   and   accredited   invetors   (generally
institutions).  In addition,  the  broker-dealer  must provide the customer with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and  its  salesperson  in the  transaction  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.  If  the  Company's   securities  become  subject  to  the  regulations
applicable to penny stocks,  the market  liquidity for the Company's  securities
could be severely  affected.  In such an event,  the regulations on penny stocks
could limit the ability of broker-dealers  to sell the Company's  securities and
thus the  ability  of  purchasers  of the  Company's  securities  to sell  their
securities in the secondary  market. In the absence of an active trading market,
holders of the Common Stock may  experience  substantial  difficulty  in selling
their securities.

         The Common Stock of the Company is currently quoted on NASDAQ. The high
and low bid quotations for each quarterly period for fiscal 1996 and fiscal 1997
are listed below.  The  quotations  set forth in the table reflect  inter-dealer
prices, without retail mark-up, mark-down or commission, and may not necessarily
represent actual.

                          Fiscal 1996                   High           Low
                          -----------                   ----           ---

            1st quarter . . . . . . . . . . . . .       1.00           .56
            2nd quarter . . . . . . . . . . . . .        .87           .56
            3rd quarter . . . . . . . . . . . . .        .75           .50
            4th quarter . . . . . . . . . . . . .       1.37           .37

                                       6

<PAGE>
                          Fiscal 1997                   High           Low
                          -----------                   ----           ---

            1st quarter . . . . . . . . . . . . .       1.14           .82
            2nd quarter . . . . . . . . . . . . .        .82           .68
            3rd quarter . . . . . . . . . . . . .        .83           .73
            4th quarter . . . . . . . . . . . . .        .64           .45

         (b) The Company has not paid any cash dividends on its Common Stock and
does not intend to pay cash  dividends on its Common  Stock for the  foreseeable
future. The Company intends to retain future earnings, if any, to finance future
development.

         (c) As of March 20,  1998,  there  were  approximately  325  holders of
record of the  Company's  Common Stock.  The Company  believes that at such date
there were in excess of 500 beneficial owners of the Company's Common Stock.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

Overview

         The  Company  has only  recently  begun  its  business  activities  and
accordingly  has  generated  limited  revenues.  The  Company has  generated  an
accumulated  deficit  of $  4,514,871  through  December  31,  1997,  due to its
significant research,  development,  administrative and exploration expenses and
insufficient revenues in relation to its operating expenses. Management believes
that  losses  will  continue  to be  incurred  until it is able to  successfully
acquire  or place a  property  in  operation.  There  can be no  assurance  that
management  will be  successful  in  accomplishing  this task.  The  independent
auditor's  report for the fiscal year ended  December 31, 1997 has been prepared
assuming that the Company will continue as a going concern.

         During  1989,   the  Company   purchased  the  rights  for  mining  and
exploitation of gold and diamonds on a land extension designated "El Progreso 4"
and "El Progreso 5". Each  concession has a surface area of 500 hectares.  These
concessions are located in the Jurisdiction of the Dalla Costa Municipality,  of
the  Sifontes  District  of the  State of  Bolivar.  The  cost of  these  mining
concessions  was  approximately   $5,400,000  of  which  the  Company  has  paid
approximately $ 2,833,000,  and additional exploration costs have been incurred.
The Company  started  renegotiating  the terms and  conditions  of the  Purchase
Agreement  for the El  Progreso 4 and 5  concessions.  The  Company  has stopped
payments and suspended  exploration  activities on such concessions  until a new
agreement is reached.

         During  1993,  the Company  purchased  the  alluvial  exploitation  and
exploration  rights of a gold and diamond  mine over a land  extension  known as
Bochinche.  This concession covers a surface area of approximately 250 acres and
is  located  in the  Jurisdiction  of the  Tumeremo  Municipality,  District  of
Sifontes,  in the State of Bolivar. The cost of the concession was approximately
$811,905.

                                       7
<PAGE>

         In  October  1994,  the  Company  purchased  the La  Fortuna  I  Mining
Concession  form  Inversiones  Megold  C.A.,  for  a  total  purchase  price  of
$2,000,000 as follows:

     1)  $500,000  in  cash  payments,  to be paid on the  following  dates:  a)
         $100,000 on October 31,  1994;  b) $200,000 on February  28,  1995;  c)
         $200,000 on May 31, 1995. The remaining  balance of $1,500,000 was paid
         to Inversiones  Megold,  C.A., through the delivery of capital stock of
         the Company, as follows: a) an amount of Series C Convertible Preferred
         Stock  of the  Company  equivalent  to  $500,000  as of the date of the
         agreement  convetible  to Common Stock  market  after an eighteen  (18)
         month  period;  c) an amount of Common Stock  equivalent to $500,000 on
         October  18,  1994;  and c) an  amount of Common  Stock  equivalent  to
         $500,000 on April 5, 1995.  Conversion  of dollars into Common Stock is
         based on a formula prescribed in the agreement.  To date the balance to
         be paid in cash to Inversiones Megold, C.A. is $390,000.

Results of Operations

         Fiscal  year ended  December  31,  1997  Compared  to Fiscal year ended
December 31, 1996.

         Total income for the year ended December 31, 1997 was $ 23,903 compared
to $ 69,774 for the year ended  December  31,  1996, a net decrease of $ 45,871.
This  decrease is  primarily  attributable  to a decrease in gains from  foreing
currency exchanges.

         Administrative  expenses were $ 599,116 for the year ended December 31,
1997 compared to $ 572,836 for the year ended December 31, 1996.

         Primarily due to a continued lack of revenues from operations,  the net
loss for the year ended  December  31,  1997 was $ 572,213 as  compared to a net
loss of $ 503,062 for the year ended December 31, 1996.

Liquidity and Capital Resources

         The Company had $ 335,712 in working  capital as of December  31, 1997,
compared with working capital of $ 677,843 as of December 31, 1996.

         The 1997 working  capital was  primarily due to the receipt of proceeds
from  private  placements  offering  described  below  offset by the  funding of
operations  and  the  Company's   investments  in  La  Fortuna  and  Bochinchito
concessions.

         At  December  31,  1997  the  Company  had a  note  payable  to a  bank
outstanding  in the amount of  $183,739.  The loan bears  interest at 7.625% per
annum and matures on July 27, 1998.  The Company's  subsidiries  had

                                       8
<PAGE>
three notes payable to a Venezuelan  Bank for the total  equivalent  amount of $
49,723.  These  loans bear  interest  at 34% per annum and mature on  September,
1998.  Long-term  debt of the  Company  relating to  liabilities  assumed by the
Company  for the  purchase  of  exploration  and  explorations  rights of mining
concessions  currently  amounts to $ 2,960,251.  Such amount relates to payments
due on the Fortuna I concession, approximately $ 390,000 and the balance relates
to the El Progreso concession, which the Company is currently renegotiating.

         In 1995 and January 1996 the Company raised approximately $350,000 from
a private  placement of 35 Units,  each unit  consisting of a $10,000  principal
amount promissory note. The note was due and payable on July 19, 1996 and beared
interest  at 8%. The note was  converted,  into 20,000  shares of the  Company's
Common Stock for each unit. In March 1996 the  purchasers of the 35 units of the
private  placement  elected to convert  their notes into shares of the Company's
Common Stock.

         In 1996  the  Company  raised  approximately  $  677,843  from  Private
Placements  of Common Stock to investors  who reside  outside the United  States
including  officers and directors of the Company.  The Company issued  1,250,000
shares of its Common Stock in connection with the Private Placements.

         In  1997  the  Company  raised  approximately   $285,989  from  Private
Placements  of Common Stock to investors  who reside  outside the United  States
including  officers and  directors of the Company.  The Company  issued  609,952
shares of its Common Stock in connection with the Private Placements.

         The Company's  management is currently seeking to raise funds to ensure
that the Company's operations will continue and that the Company can operate the
La Fortuna concession. The Company is also exploring whether to enter into joint
ventures or  partneships  with other mining  companies  in the La Fortuna  area.
There can be no  assurance  that the Company will be  successful  in raising the
necesary  funds or  finding  other  alternatives  to ensure  that the  Company's
operations  will  continue  or that  the  Company  can  operate  the La  Fortuna
concession.  Moreover,  the  sale  of  additional  equity  or  convertible  debt
securities could result in additional dilution to the Company's stockholders.

         The Company  will  continue to rely upon  management  until  additional
sources of  financing  are  secured  or a suitable  property  is  acquired  with
sufficient cash flow to sustain the Company.

                                       9
<PAGE>
Inflation

         Venezuela has historically had a high rate of inflation and the Company
is potentially impacted by currency rate exchanges. While neither high inflation
or currency rate  exchanges  have had a material  adverse effect on the Company,
there  can be no  assurance  that  such  developments  will not have a  material
adverse effect on the Company in the future.

Forward Looking Statements

         This Form 10-KSB contains certain forward-looking statements within the
meaning of Section 27A of the  Securities  Act of 1993, as amended,  and Section
21E of the  Securities  Exchange Act of 1934,  amended.  Investors are cautioned
that all forward looking  statements  involve risks and  uncertainty,  including
without  limitation,  the  viability of gold mines,  exploration  cost,  foreign
currency  exchange  rates and general  market  conditions.  Although the Company
believes the assumptions  underlying the  forward-looking  statements  contained
herein  are  reasonable,  any  of  the  assumptions  could  be  inaccurate,  and
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
contained in the report will prove to be accurate.


Item 7.  Financial Statement

         See Consolidated Financial Statement listed in the accompaning index to
         Consolidated Financial Statements on Page F-1 herein.

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

         Not applicable.





                                       10
<PAGE>
                                    PART III


Items 9, 10, 11, and 12. Directors,  Executive  Officers,  Promoters and Control
      Persons;  Compliance  with Section  16(a) of the Exchange  Act;  Executive
      Compensation;   Security   Ownership  of  Certain  Beneficial  Owners  and
      Management; Certain Relationships and Related Transactions.

         The  information  required by these Items is omited because the Company
will file a  definitive  proxy  statement  pursuant  to  Regulation  14A,  which
information is herein incorporated by reference as if set out in full.

Item  13.   Exhibits and Reports on Form 8-K.

            (a)    Exhibit

                   No.

            3.1    The   Company's   Amended   and   Restated   Certificate   of
                   Incorporation. **

            3.2    The Company's By-laws. **

            3.3    Certificate  of  Designation  for the Series A.  Series B and
                   Series C Convertible Preferred Stock. *

            4.1    Form of Common Stock Certificate. **

           10.1    Agreement between Inversiones Megold, C.A. and the Company.*

           10.2    Form of Promisory  Note issued in a 1996  Private  Placement.
                   ***

           27      Financial Data Schedule.****


                   *     Incorporated  by reference to the Company's Form 10-KSB
                         for the fiscal year ended December 31, 1994.

                   **    Incorporated  by reference to the  Company's  Form 8-A,
                         dated February 10, 1993.

                   ***   Incorporated  by reference to the Company's Form 10-KSB
                         for the Fiscal year ended December 31, 1996.

                  ****   Filed herewith.

                                       11
<PAGE>
                                   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 21st day of March, 1998.


                                       AMERICANA GOLD & DIAMOND HOLDING, INC.


                                       /s/ Henry Bloch
                                       ---------------------------------------
                                       Henry Bloch
                                       C.F.O. & Director

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant  and in the capacities on
the dates indicated.

 Signature                          Title                             Date
 ---------                          -----                             ----


/s/ Carlos Hausmann
------------------------
 Carlos Hausmann             C.E.O. & Director                    March 21, 1998


/s/ Jose Pereira
------------------------
 Jose Pereira                Director & General Manager           March 21, 1998


/s/ David Zrihen
------------------------
 David Zrihen                Treasurer & Director                 March 21, 1998


/s/ David Bassan
------------------------
 David Bassan                Director & Controller                March 21, 1998


/s/ Clement W. Cohen
------------------------
 Clement W. Cohen            Director                             March 21, 1998


/s/ Thomaz Klingberg
------------------------
 Thomaz Klingberg            Director & Secretary                 March 21, 1998



------------------------
 Alberto Cohen               Director                             March   , 1998

                                       12
<PAGE>

To the Shareholders of
Americana Gold and Diamond Holdings, Inc. and Subsidiaries:

We have audited the  consolidated  balance  sheets of AMERICANA GOLD AND DIAMOND
HOLDINGS,  INC. (a company incorporated in Delaware, USA) AND SUBSIDIARIES as of
December 31, 1997 and 1996,  and the  corresponding  consolidated  statements of
income,  statement  of  shareholders'  equity  and cash flows for the years then
ended. These financial  statements are the responsibility of Company Management.
Our  responsibility  is to issue an  opinion  on  these  consolidated  financial
statements based on our audits.

We  performed  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Such standards  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements.  An audit includes examining on a test basis evidence  supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
Management, as well as evaluating the overall financial statements presentation.
We believe that our audits provide a reasonable basis for our opinion.

As  explained  in Note  4,  in late  1992,  the  Company  suspended  exploration
activities of the  concessions  denominated "El Progreso 4" and "El Progreso 5",
which are recorded for US$  7,210,141  and US$ 7,190,726 as of December 31, 1997
and 1996,  respectively.  The Company has not performed an independent technical
appraisal on such concessions, in order to determine their net realization value
at the aforementioned  dates, in accordance with generally  accepted  accounting
principles.

In our opinion, except for the effect of the adjustments, if any, resulting from
obtaining  the  independent  technical  appraisal  indicated  in  the  preceding
paragraph, the aforementioned  consolidated financial statements present fairly,
in all material respects,  the consolidated financial position of Americana Gold
and Diamond  Holdings,  Inc. and  Subsidiaries as of December 31, 1997 and 1996,
and the results of its  operations  and cash flows for the years then ended,  in
conformity with generally accepted accounting principles.



<PAGE>
The accompanying  consolidated financial statements have been prepared under the
assumption that the Company will continue as a going concern. The Company's main
activity  during 1997 has been the  exploration of a concession  acquired during
1994 for US$ 2,385,249.  Additionally,  during the year ended December 31, 1997,
the  price of gold  experienced  a  significant  decrease  in the  international
market,  which has resulted in an  uncertainty  regarding the  attraction of new
investors for  obtaining the funds  required for  exploration  and  exploitation
activities.  Management's  plans  regarding  the  development  of this and other
concessions are described in Note 4. We do not express an opinion  regarding the
feasibility  of such  studies and plans.  The  Company's  continuity  as a going
concern  and the  recovery  of  acquisition  costs of  assets  plus  capitalized
exploration costs are subject to the success of the Company's future operations.
The financial  statements do not include any  adjustment  that might result from
the outcome of this uncertainty.


DELGADO, FAGUNDEZ & ASOCIADOS
(Representatives of Deloitte & Touche)


/s/ Judith M. Delgado M.
------------------------
Judith M. Delgado M.
C.P.C. No. 4036


February 13, 1998
<PAGE>
AMERICANA GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS--ASSETS
DECEMBER 31, 1997 AND 1996
(Expressed in US dollars)
--------------------------------------------------------------------------------

                                                             1997         1996
                                                        -------------  ---------

ASSET
CURRENT ASSET:
     Cash ..........................................        14,524       133,280

     Prepaid expenses and other current assets .....        61,630        41,215
                                                        ----------    ----------

                   Total current assets ............        76,154       174,495

PROPERTY AND EQUIPMENT, net ........................       263,538       322,053

MINING CONCESSIONS-
          In exploration activities ................     2,385,249     2,169,235

MINING CONCESSIONS-
          Suspended exploration activities .........     7,210,141     7,190,726


OTHER ASSETS .......................................       514,879       515,677
                                                        ----------    ----------
                                                        10,449,961    10,372,186
                                                        ==========    ==========




The  accompanying  notes (1 to 10) form an integral  part of these  consolidated
financial statements.



<PAGE>

AMERICANA GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS--LIABILITIES AND SHAREHOLDERS' EQUITY
DECEMBER 31, 1997 AND 1996
(Expressed in U.S. dollars)

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

                                                         1997            1996
                                                     -----------    ------------

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Bank loans ..................................       233,462        170,000
     Accounts payable ............................       299,276         15,968
     Accrued liabilities .........................        28,762         13,942
                                                     -----------    -----------

                   Total current liabilities .....       561,500        199,910

LONG-TERM ACCOUNTS PAYABLE .......................     2,958,604      2,960,251

PROVISION FOR EMPLOYEE SEVERANCE BENEFITS ........        13,899          6,843
                                                     -----------    -----------

                   Total liabilities .............     3,534,003      3,167,004
                                                     -----------    -----------

SHAREHOLDERS' EQUITY:
     Capital stock ...............................    11,430,829     11,144,840
                                                     -----------    -----------

     Accumulated losses ..........................    (4,514,871)    (3,939,658)
                                                     -----------    -----------

                   Total shareholders' equity ....     6,915,958      7,205,182
                                                     -----------    -----------
                                                      10,449,961     10,372,186
                                                     ===========    ===========



The  accompanying  notes (1 to 10) form an integral  part of these  consolidated
financial statements.


<PAGE>
AMERICANA GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(Expressed in US dollars)
--------------------------------------------------------------------------------

                                                           1997           1996
                                                        ---------      --------

INCOME:
     Other income ................................          --           36,635
     Adjustment for currency translation .........        23,903         33,139
                                                        --------       --------

                   Total income ..................        23,903         69,774
                                                        --------       --------

ADMINISTRATION EXPENSES ..........................      (495,827)      (553,874)

FINANCIAL INTEREST EXPENSES ......................      (103,289)       (18,962)
                                                        --------       --------

                   Net loss ......................      (575,213)      (503,062)
                                                        ========       ========




The  accompanying  notes (1 to 10) form an integral  part of these  consolidated
financial statements.


<PAGE>
AMERICANA GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(Expressed in US dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               1997          1996
                                                           ------------   ------------

   CASH FLOWS USED IN OPERATING ACTIVITIES:
<S>                                                          <C>           <C>
      Net loss                                               (575,213)     (503,062)
      Adjustments to reconcile net loss with net cash
        used in operating activities-
          Depreciation of property and equipment               58,515        59,188
          Gain in translation of foreign currency             (23,903)      (69,774)
          Provision for employee severance benefits             7,056         3,652
                                                           ----------    ----------
                                                             (533,545)     (509,996)

   NET CHANGES IN OPERATING ASSETS AND LIABILITIES:
      (Decrease) increase in prepaid expenses
        and other current assets                              (20,415)       24,092
      Increase (decrease) in accrued liabilities               14,820       (40,062)
      Increase (decrease) in accounts payable                 288,190       (65,107)
      Payments of employee severance benefits                  (4,882)       (2,671)
                                                           ----------    ----------

               Net cash used in operating activities         (255,832)     (593,744)
                                                           ----------    ----------

   CASH FLOWS USED IN INVESTING ACTIVITIES:
      Purchase of property and equipment                         --         (33,276)
      Increase in mining concessions                         (235,429)     (322,226)
      Retirement of property and equipment                       --           9,471
      (Decrease) increase in other assets                         798        (7,742)
                                                           ----------    ----------

               Net cash used in investing activities         (234,631)     (353,773)
                                                           ----------    ----------

   CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
      (Decrease) in long term account payable                  (1,647)       (3,058)
      Increase (decrease) in bank loans                        63,462       (57,931)
      Increase in shareholders' equity                        285,989     1,027,843
                                                           ----------    ----------

               Net cash provided by financing activities      347,804       966,854

   EFFECT OF EXCHANGE RATE VARIATIONS ON CASH                  23,903        69,774
                                                           ----------    ----------

   (DECREASE) INCREASE IN CASH                               (118,756)       89,111

   CASH AT BEGINNING OF YEAR                                  133,280        44,169
                                                           ----------    ----------

   CASH AT YEAR END                                            14,524       133,280
                                                           ==========    ==========
</TABLE>

The  accompanying  notes (1 to 10) form an integral  part of these  consolidated
financial statements.


<PAGE>
AMERICANA GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES

STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(Expressed in US dollars)
--------------------------------------------------------------------------------

                                                                     Total
                                      Capital    Accumulated      shareholders'
                                       stock       losses            equity
                                    ------------------------  ------------------

BALANCES, as of December 31, 1995    9,488,886   (3,436,596)    6,052,290
  Capital increase                   1,655,954         --       1,655,954
  Net loss                                --       (503,062)     (503,062)
                                    ----------   ----------    ----------
BALANCES, as of December 31, 1996   11,144,840   (3,939,658)    7,205,182
  Capital increase                     285,989         --         285,989
  Net loss                                --       (575,213)     (575,213)
                                    ----------   ----------    ----------
BALANCES, as of December 31, 1997   11,430,829   (4,514,871)    6,915,958
                                    ==========   ==========    ==========




The  accompanying  notes (1 to 10) form an integral  part of these  consolidated
financial statements.

<PAGE>

AMERICANA GOLD AND DIAMOND HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
--------------------------------------------------------------------------------


NOTE  1 - INCORPORATION, PURPOSE  AND OPERATION OF THE COMPANY

The Company was  incorporated in 1993,  through the merger of Americana Gold and
Diamond Mining Corporation  (incorporated in Tortola,  British Virgin Islands on
April 3, 1990) and Blue Willow, Holdings Inc. (incorporated in the United States
of  America)  with  the  purposes  of  negotiating,   exploration,   exploiting,
transporting  and  performing  all those  activities  related to the handling of
gold, diamonds,  and precious metals and stones, as well as participating in any
activity of this same nature (see Note 5).

NOTE 2 - ACCOUNTING PRINCIPLES AND PRACTICES

The most significant accounting principles and practices followed by the Company
in the recording of its  operations and in the  preparation of its  consolidated
financial statements are summarized as follows:

a)       Consolidation Principles-
         The consolidated financial statements include the accounts of Americana
         Gold  and  Diamond  Holdings,  Inc.  and  those  of  its  wholly  owned
         subsidiaries:  Latinvan  Metal Trading  Ltd.,  C.A.,  Consorcio  Minero
         Miamo,  C.A., and A.G.D.  Holdings Inc. de Venezuela,  C.A.  (companies
         domiciled in Venezuela) as of December 31, 1997 and 1996.  All balances
         and  transactions  between the  companies  have been  eliminated in the
         consolidation.

b)       Property and Equipment-
         Property and equipment are recorded at  acquisition  cost.  Repairs and
         maintenance  expenses are charged directly to income,  and improvements
         and  renovations are added to the cost of the  corresponding  property.
         Depreciation  is  determined  based  on the  straight-line  method,  in
         accordance with the estimated  useful lives of the assets.  When assets
         are  sold  or  retired,   the   corresponding   cost  and   accumulated
         depreciation are eliminated from the accounts,  and the gain or loss is
         reflected in the year's income.

c)       Mining Concessions-

         The mining  concessions  are owned by the  subsidiaries  Latinvan Metal
         Trading Ltd., C.A. and Consorcio Minero Miamo, C.A. and are recorded at
         the acquisition cost, consisting of the price agreed upon to obtain the
         rights  of  exploration  and   exploitation,   plus  exploration  costs
         incurred.  As of  December  31,  1997 and 1996,  there is no charge for
         depletion,  due to the  fact  that  the  capacity  of the  mines  to be
         exploited has not been determined, and the Companies have not initiated
         extraction activities.

<PAGE>
d)       Provision for employee severance benefits-
         The provision for employee  severance benefits is recorded based on the
         actual obligation on this account, in accordance with the Organic Labor
         Law (see Note 10-g).

e)       Provision for Income Taxes and Business Assets Tax of  subsidiaries-
         The  provision  for income  taxes is  calculated  based on net  taxable
         income.  Additionally,  the current  tax  legislation  establishes  the
         business  assets tax,  which is determined by applying 1% to the annual
         average of the net value of the Company's  inflation  adjusted tangible
         and intangible assets,  invested in income production during the fiscal
         year.

         The  business  assets  tax  is  subject  to  income  tax   calculation,
         considering as a business assets tax expense the surplus generated from
         the comparison to income taxes. The business assets tax paid during the
         period represents a credit against income taxes caused in the three (3)
         following fiscal years (see Note 10-b).

         Additionally,  the Company  paid as of December  31, 1997 the amount of
         US$ 5,413 for Delaware State taxes.

f)       Translation of financial statements into foreign currency-
         The  financial  statements  of  the  subsidiaries  are  denominated  in
         bolivars and have been  translated  into US dollars using the following
         procedure:  all monetary assets and liabilities denominated in bolivars
         were  translated at the official  exchange  rates of Bs. 502.79 and Bs.
         476.50 to US$ 1, in effect as of December  31, 1997 and 1996;  property
         and  equipment,  other assets and  shareholders'  equity at  historical
         exchange rates; and transactions included in the statement of income at
         an  average of the  exchange  rate in each month of the period in which
         the   transactions   were   effected.   Subsidiaries   operate   in   a
         hyperinflationary economy.

g)       Presentation of the financial statements-
         Certain items of the financial  statements as of December 31, 1996 have
         been reclassified in order to conform their  presentation with those of
         1997.

h)       Use of estimates-
         The  preparation  of  the  financial   statements  in  conformity  with
         generally accepted accounting  principles requires that Management make
         estimations and assumptions  that affect the reported amounts of assets
         and liabilities,  the disclosure of contingency  assets and liabilities
         at the date of the  financial  statements  and the income and  expenses
         reported during the report period. Actual results may differ from these
         estimates.

                                       2

<PAGE>

NOTE 3 - PROPERTY AND EQUIPMENT

The amounts shown in the  consolidated  balance sheets as property and equipment
as of December 31, 1997 and 1996 are represented as follows:

                                                                    Annual
                                                                 Depreciation
                                           1997        1996         rate
                                        -------    ------------  -------------
                                           (Expressed in US$)

Machinery and equipment ..........      380,546       380,546        10%
Office furniture and equipment ...       12,061        12,061        10%
Vehicles .........................       55,277        55,277        10%
Tools and utensils ...............        6,022         6,022        20%
Facilities and improvements ......       66,564        66,564         6%
Computer equipment ...............       11,316        11,316        20%
                                       --------      --------
                                        531,786       531,786
Less: accumulated depreciation ...     (268,248)     (209,733)
                                       ========      ========
                                        263,538       322,053
                                       ========      ========


NOTE 4 - BANK LOANS

The amounts  shown as bank loans in the balance  sheets as of December  31, 1997
and 1996,  are  represented  by  credits  contracted  with the Bank  Leumi  with
long-term maturity and interest rate at 7%.

NOTE 5 - MINING CONCESSIONS

The balances for mining concessions shown in the consolidated  balance sheets as
of December 31, 1997 and 1996, are represented as follows:

   Name of the Concession                               1997             1996
----------------------------------                     ---------       --------
                                                       (Expressed in US dollars)

In exploration activities-
"Fortuna I" ....................................       2,385,249       2,169,235
                                                       ---------       ---------

Suspended exploration activities-
"El Progreso 4 and 5" ..........................       5,931,535       5,931,535
"Bochinche" ....................................       1,278,606       1,259,191
                                                       ---------       ---------
     Subtotal ..................................       7,210,141       7,190,726
                                                       ---------       ---------
                                                       9,595,390       9,359,961
                                                       =========       =========

The cost of these  concessions  includes  exploitation  acquisition  rights plus
exploration costs incurred.

                                       3

<PAGE>
For the  acquisition of the concession  known as "Fortuna I", the Company agreed
to pay  between 3% and 5% to a third  company of the net  benefit  that would be
obtained from gold ore exploitation. For 1998, Company plans for this concession
are an initial program of 2,000 meters of diamond  drilling to test the positive
result found by the trenching in the North-West Zone and some road work required
to assure continued access for the drilling program.

The geochemical and sampling works in the alluvial  deposits of "Bochinche" have
ended.  Trials  runs  with the  alluvials  treatment  plan have  indicated  some
problems with clay balls which will require some  modifications  to the plant. A
further pit exploration  program is being completed within the concession.  Once
this program is completed, the Company should reinitiate activity.

Concessions "El Progreso 4" and "El Progreso 5" were acquired for US $5,400,000,
and the Company has capitalized US$ 531,535 for exploration costs incurred until
1992. The acquisition contracts of these concessions establish that, in case the
evaluation of gold reserves of concessions  are  unfavorable,  the transferor of
the  exploitation  rights of the  concession and the Company will mutually agree
the fixing of new  values  and  payment  forms for the  concessions.  In case no
satisfactory  agreement for both parties is reached, the Company may just return
the  rights on same and all  payment  obligation,  which had  become  payable on
demand,  will cease after  notifying the owner of the concession the unfavorable
results of the reserves  evaluation.  At the ends of 1992, the Company suspended
the exploration  activities of these  concessions  (see Note 2-c). Since initial
geological  studies  indicate  that these  concessions  are not so  promising in
comparison with other properties, Management has decided to postpone investments
in Progreso 4 and 5 until the  Company is able to generate a cash flow  provided
by its operations.

NOTE 6 - OTHER ASSETS

Balances of other assets shown in the consolidated balance sheets as of December
31,  1997  and  1996 are  represented  mainly  for a plant  for  future  mineral
exploitation for US$ 512,925.

NOTE 7 - LONG-TERM ACCOUNTS PAYABLE

Accounts  payable shown in the  consolidated  balance  sheets as of December 31,
1997  and  1996  correspond  to  liabilities  assumed  by the  Company  for  the
acquisition of exploitation and exploration rights of the mining concessions "El
Progreso 4" and "El Progreso 5" (see Note 5).

                                       4

<PAGE>
NOTE 8 - CAPITAL STOCK

For  the  year  ended   December  31,  1997  and  1996  the  following   capital
modifications were made:

US $ 285,989 for the issuance of 609,952  common shares of the Company's  common
stock paid by different shareholders in cash during 1997.

US $ 1,027,843  for the issuance of  1,950,000  common  shares of the  Company's
common stock paid by different shareholders in cash during 1996.

US $ 628,111 for payment of debts  maintained to the directors and suppliers for
services rendered by the issuance of 952,572 common shares during 1996.

Conversion of C series 500 preferential shares into 800,000 common shares of the
Company's common stock.

As of December 31, 1997, the Company's capital stock us constituted as follows:
                                         Total
                           Number of      Value in
     Class of Shares         Shares          US$           Manner of Payment
--------------------     -----------   ------------    -------------------------
Preferential                     25         25,000     Cash
                         -----------   ------------

Common                    3,764,251      4,416,216     Merger (AGD Mining & Blue
                         -----------   ------------    Willow)

Common                    4,285,478      3,280,809     Cash
                         -----------   ------------

Common                    1,721,053      1,500,000     Acquisition Fortuna I
                         -----------   ------------

Common                      445,455        231,000     Cash (Preferential shares
                                                       converted into common
                                                       shares)

                                            90,104     Interest paid in shares
                         -----------   ------------

Common                      964,960        605,000     Payments to directors
                                                       (Preferential shares S-B
                                                       converted into common
                                                       shares)

                                            78,992
                         -----------   ------------    Interest paid with shares

Common                      523,844        400,000     Cash (Preferential shares
                                                       S-B converted into common
                                                       shares)

                                            21,773     Interest paid with shares
                         -----------   ------------

Common                      686,140        429,358     Payments to Directors
                         -----------   ------------

Common                      301,502        252,577     Services rendered
                         -----------   ------------

         Total Common    12,692,683     11,405,829
                         -----------   ------------

         Total           12,692,708     11,430,829
                         ===========   ============

                                       5

<PAGE>
NOTE 9 - ADMINISTRATION EXPENSES

Balances  shown in the  statement  of income as of December 31, 1997 and 1996 as
administration expenses are represented by the following:

                                                           1997          1996
                                                       ----------     ----------
                                                        Expressed in US dollars)

Compensation to directors ...........................    135,000     189,359

Professional fees ...................................     77,005      94,212

Salaries, wages and other benefits  for personnel ...    106,417      69,179

Other general and administration expenses ...........    177,405     201,124
                                                         =======     =======
                                                         495,827     553,874
                                                         =======     =======


NOTE 10 - LEGAL ASPECTS OF SUBSIDIARIES

a)       Common  System for the  Treatment  of  Foreign  Capital  and  Regarding
         Trademarks, Patents, Licenses and Royalties-

         The most significant matters contained in the aforementioned  decree as
         follows:

         1)  Reinvestment of net income,  distribution,  remittance of dividends
             to foreign  investors and  reexportation  of foreign  shareholder's
             investment   without   any   need   of   authorization   from   the
             Superintendency of Foreign Investments (SIEX).

         2)  All agreements  regarding the  importation of technology and use of
             patents  and  trademarks,  regardless  of the  modality  which said
             agreements adopt, are authorized.  There is a subsequent obligation
             to register these with the  Superintendency of Foreign  Investments
             (SIEX).

         If said  agreements  are signed by companies  classified as foreign and
         their  parent  companies  or  subsidiaries,   and  establish   payments
         exceeding  the limits set forth in the Decree,  such payments will have
         to be previously authorized by SIEX.

                                       6

<PAGE>
b)          Income Taxes-

            The current tax  legislation  allows for the  transfer of tax losses
            occurred  during the fiscal year,  up to a three (3) year term.  The
            Companies  have tax  losses  available  to offset  future  income as
            follows:

                                                          Year    Carryforward
           Company                           Amount     incurred     up to
--------------------------------------------------------------------------------
                                               Bs.

Consorcio Minero Miamo, C.A ............      538,789    1995          1998
A.G.D. Holding Inc. de Venezuela, C.A ..    8,424,032    1995          1998
                                            ==========
                                            8,962,821
                                            ==========

Latinvan Metal Trading LTD .............    7,049,251    1996          1999
A.G.D. Holding Inc. de Venezuela, C.A ..   71,589,389    1996          1999
                                           ==========
                                           78,638,640
                                           ==========

A.G.D. Holding Inc. de Venezuela, C.A ..   10,296,175    1997          2000
Consorcio Minero Miamo, C.A ............      187,369    1997          2000
                                           ==========
                                           10,483,544
                                           ==========

c)   Business Assets Tax Law:

     The taxable basis of this tax is  constituted  by the average net amount of
     values of taxable assets. The tax rate applicable to the taxable basis will
     be one percent (1%) annually.  Tax payable in accordance with this Law will
     be the amount  exceeding  total income  taxes caused on the taxable  fiscal
     year, if any. Afterwards,  this surplus will be carried as a credit against
     income  taxes  caused  solely in the three  subsequent  fiscal  years.  The
     Company's Subsidiaries are exempted from payment of this tax since they are
     in preoperating phase.

d)   Luxury Consumption and Wholesale Tax:

     Taxes the sale of  chattel,  service  rendering  and  imports  of goods and
     services.  The  corresponding  tax  rate  applicable  to the  corresponding
     taxable  basis will be set annually by the Budget Law and will be between a
     minimum of five percent  (5%) and a maximum of twenty  percent  (20%).  The
     annual tax rate is established at twelve and a half percent  (12.5%).  From
     August 1, 1996, the tax rate amounts to sixteen and a half percent (16.5%).

e)   Exchange controls

     On April 17, 1996, the Government reestablished the free translatability of
     currency throughout the country, eliminating the exchange control system in
     effect in the country since July 27, 1994. Therefore, as of April 22, 1996,
     US dollars can be freely  acquired at the exchange rate set by the currency
     market in accordance with free supply and demand.

     As of December 31, 1997 and 1996,  the exchange rate was Bs. 502.79 and Bs.
     476.50 to US$ 1, respectively.

                                       7

<PAGE>
f)   Norms on Gold and Gold Alloys Exports-

     On May 31, 1995, Resolution No. 95-05-05 entered into effect, issued by the
     Venezuelan  Central  Bank,  establishing  the norms on gold and gold alloys
     exports. The most significant aspects of this resolution are the following:

     -   Gold and gold alloys exports are allowed, and interested parties should
         be  registered  in  the  Gold  Exporters  Registry  to be  kept  by the
         Venezuelan Central Bank.

     -   Authorization  requests will be effected before the Venezuelan  Central
         Bank, accompanied by a certification to the effect that to the internal
         market has been destined,  in bars, a minimum  equivalent to 40% of the
         amount  calculated  in kilograms  of refined or melted gold,  resulting
         from adding the amount whose authorization to be exported is requested,
         and the amount destined for the local market.  Said  authorization will
         be granted in a term of 45 consecutive calendar days.

g)   Partial reform of the Labor Law-

     On June 19, 1997,  the  Government  decreed the partial reform of the Labor
     Law  published in Special  Official  Gazette No. 5152,  which  includes the
     following modifications, among other:

     a)  The elimination of the retroactive  seniority for calculating  employee
         severance benefits.

     b)  Establishment of a transfer bonus equivalent to 30 salary days per each
         year of service,  with a maximum of 10 years for the private sector and
         13 years for the public sector,  and the calculation  basis  oscillates
         between Bs. 45,000 and Bs. 300,000.

     c)  Establishment of a seniority indemnization  equivalent to 5 salary days
         per each month of service.

                                       8