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

# FORM 10-KSB

| |  | [X]
  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 (FEE REQUIRED)
| |  | ------------------------------------------------------------------------------------------

For the fiscal year
ended December 31, 2001

| |  | [  ]
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 incorporation or organization) | (I.R.S. employer identification N(0))

Avenida Francisco de
Miranda con Ave Diego Cisneros,Edificio Centro Empreserial MirandaMez. Oficina
11, Los Ruices, c.p. 1070 Caracas, Venezuela(Address of principal
executive offices) (Zip code)

Issuer's telephone
number, including area code:  (011)-(58212)-238-8497 - Fax: (011) (58212)-285-2486

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 registrant was
required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [  ] No [x].

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-KSB or any amendment to this Form 10-KSB. ( )

State
issuers revenues for its most recent year. $ -0-

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). $  (___________________).

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.

At
December 31, 2001 there was outstanding 13,706,446 shares of the Issuers Common
Stock, $.001 par value.

1

TABLE OF CONTENTS

|                                                                        | Page
|----------------------------------------------------------------------- | ----
|PART I                                                                  | 3   
|ITEM 1. BUSINESS                                                        | 3   
|ITEM 2. DESCRIPTION OF PROPERTY                                         | 7   
|ITEM 3. LEGAL PROCEEDINGS                                               | 7   
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             | 7   
|PART II                                                                 | 8   
|ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS        | 8   
|ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       | 9   
|ITEM 7. FINANCIAL STATEMENTS                                            | 11  
|ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING    
|AND FINANCIAL DISCLOSURE                                                | 11  
|PART III                                                                | 12  
|ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:  
|COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                       | 12  
|ITEM 10. EXECUTIVE COMPENSATION                                         | 12  
|ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 12  
|ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 | 12  
|ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                               | 12  

2

# DOCUMENTS INCORPORATED
BY REFERENCE

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

# 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 two wholly owned Venezuelan subsidiaries, 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 exploration 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.

AGD
sold its Venezuelan subsidiaries Minera Rio Carichapo S.A. and Minera Rios del Oriente
S.A. as part of the sale of the El Foco Project area to Zaruma Mining Corporation ASA
(Zaruma) for a total consideration of $4 million payable as $200,000 in cash and the
balance, less closing costs, in shares valued at $2.00 per share, plus production
royalties. Americana thereby acquired 1,838,660 shares of Zaruma Mining Corporation ASA.
This transaction was completed March 13 1999. Zaruma was a Norwegian Company trading over
the counter in Oslo. In October 2000 Americana and the other shareholders of Zaruma
accepted an exchange of 1 share of Zaruma Mining Corporation ASA (the Norwegian Company)
for 0.7 shares of Zaruma Resources Inc. (Listed in Toronto and OTC in New York). AGD
thereby became the beneficial owner of 1,287,761 shares of Zaruma Resources Ltd.

3

During
1999 AGD re-evaluated its holdings in Latinvan Metal Trading S.A. and the associated
Bochinche Project. The management concluded that due to the prevailing prohibitions of
commercial mining development in the Imataca region that the properties and their
installations were of no value to the company and correspondingly reduced their reported
value to nil.

With
the exception of completion of acquisition and sale of the El Foco project, the company
has been inactive since August 1998 due to a suspension of its trading status on NASDAQ.
The primary business activity during this period of time has been research and evaluation
of new mining projects with potential for profitable development under prevailing market
conditions.

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, 2001 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 Guyana Shield. The Company currently has the rights to
one concession (Fortuna I), a net smelter return royalty covering an additional ten
concessions (Collectively referred to as the El Foco Project) and shares of Zaruma
Resources Inc. which acquired the El Foco project from Americana. The Shares of Zaruma
have a significant value, which the Management believes may increase as the El Foco
Project is developed. 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.

# 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 rocks, mainly
metabasalts and metagabros and Caballape Formation, andesite agglomerates. The host rocks
in mineralised areas have been subjected to carbonate and sericite alteration.

4

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. In December 1997 the companys
consulting engineer estimated a mineral inventory, based on trenching and drilling
results, of 2,102,061 tonnes of saprolite grading 0.558 grams per tonne, to a maximum
depth of fifty meters, in four zones. This inventory is open to expansion through
additional trenching and drilling but is not currently a viable resource for development.
Additional trenching of the 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 was recommended by the Companys Geologist and Professional
Engineering Consultant. During 1999 and 2000 exploration activity was suspended pending
completion of the re  organization plan. The company has entered into discussions
with third parties interested in investing in the development of this property, and the
management will pursue this possibility during the forthcoming year.

# Santa Rosa

Pursuant
to an agreement signed July 1998 with Vanessa Ventures
Corporation
(VSE) AGD holds the option to earn a 50% direct interest in the Santa Rosa exploration
concessions in Roraima State, Brazil through exploration and development expenditures
totalling $5 million over an unspecified period of time. The Santa Rosa Project consists
of 120,000 Hectares in six exploration concessions.

The
Santa Rosa concessions cover deformed Archean rocks similar in character to those which
host major gold deposits in other productive shield areas around the world. The Santa
Rosa Property area was the site of a gold production boom in 1981 with a peak population
of 11,000 artisanal miners.

5

Subsequent
field studies by the Brazilian Geological Survey outlined geochemical anomalies in the
Santa Rosa Property area, which are the primary focus for the AGD  Vanessa Joint
Venture. Consulting reports prepared for Vanessa Ventures, the vendor and joint venture
partner, report the presence of high-grade vein prospects of potential economic
significance.

AGD
is the project operator. The proposed evaluation will commence with a thorough field
review to confirm the reported importance of the area and select priority targets for
development. No fieldwork was completed during 1999 or 2000.

Guariche

During
fiscal 2001,the company negotiated but declined to close an agreement with the L.B.
Mining Company of Boise, Idaho, whereby it could acquire 100% of the Guariche and Los
Flores Concessions in Venezuela for consideration in shares, cooperation in project
management and submission of a study of the economic viability and impacts of the project
to the Venezuelan Ministry of Mines. After an intensive period of technical and
administrative review, the management declined to complete the transaction and accepted a
termination settlement, which included reimbursement of incurred costs and compensation
for management time.

The
company has undertaken investigations of other mining opportunities in Latin America and
the United States but no suitable opportunity has been identified.

(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 subject to regulation by the
Venezuelan government. The regulations concerning the sales and export of gold have been
liberalized considerably during the last year, and 80% of gold produced can now be
exported directly. 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.

6

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 financial resources. In view of the Companys lack of financial
resources, the Company will be at a competitive disadvantage compared to its competitors.
However the new management team, with extensive experience and contacts in the
exploration and mining business, and access to business opportunities and equity markets,
will bring with it a substantial improvement in the Companys competitive position.

(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. The objective of
the company is production and sale of gold and diamonds. Although marketing of these
products requires experience and security precautions, many customers exist and the
market is open.

(7)       
           Patents, trademarks, licenses, franchises, concessions, royalty agreements or
          labour contracts, including duration.

The
Company currently has the Fortuna I mining concession and Royalty interests in the El
Foco Concessions. The company is currently negotiating for other concessions in
Venezuela. 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 commercialisation of gold in Venezuela is essentially divided into two
areas: (i) internal commercialisation
of gold and (ii) external commercialisation of gold. On January 1, 1996
Resolution No 96-12-02 entered into effect, issued by the Central Bank of
Venezuela, establishing the norms on gold and gold alloys exports. The most
significant aspects of this resolution are the following:

7

*
Gold and gold alloys exports are allowed, and interested parties should be registered in
the Gold Exporters Registry at the Central Bank of Venezuela.

*
Authorization requests will be processed by the Central Bank of Venezuela, accompanied by
a certification marked out for the internal market, in bars, a minimum equivalent to 15%
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. If and when the Company is in a position to produce and distribute gold the effect
of the regulation 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 1996,
$235,429 during 1997, and suspended its exploration activities during 1998, and 1999. The
company spent approximately $48,000 in evaluation of new mining opportunities during the
year 2001.

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

The
Company has spent approximately $3,000 in compliance with Venezuelan environmental laws.

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

The
Company has one full time employee.

8

Item 2. Description of Property.

The
 Company's  principal  executive  offices  are  located in Avenida  Francisco  de Miranda
 con Ave Diego Cisneros,  Edificio Centro Empreserial  Miranda Mez. Oficina 11, Los
Ruices,  c.p. 1070 Caracas,  Venezuela.  This facility consists of approximately 300
square feet and is occupied under a lease.

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.

During
July 1998, 82% of the shareholders consented to a 1 for 10 reverse split and a private
placement of shares.

During
March 2000, 82% of the shareholders consented again to a 1 for 10 reverse split.

# PART II

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

The
Common Stock of the Company was formerly traded on the NASDAQ Small Cap Market (NASDAQ)
until July 1998, when trading was moved to the OTC Bulletin Board and in June 1999, was
moved to the Pink Sheets, where it currently trades under the symbol AGDM.
The high and low bid quotations for each quarterly period for fiscal 1997 and fiscal 1998
are listed below. The quotations set forth in the table reflect inter-dealer prices,
without retail mark-up, markdown or commission, and may not necessarily represent actual.

As
indicated bellow, the Companys Common Stock has been trading below $1.00 per share.
Under new rules promulgated by 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 or the OTC Pink Sheets. As a result of such
ineligibility 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 investors (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.

9

|Fiscal 1996 | Low  | High
|----------- | ---- | ----
|1st quarter | 0.56 | 1.00
|2nd quarter | .56  | .87 
|3rd quarter | .50  | .75 
|4th quarter | .37  | 1.37

|Fiscal 1997 | Low | High
|----------- | --- | ----
|1st quarter | .82 | 1.14
|2nd quarter | .68 | .82 
|3rd quarter | .73 | .83 
|4th quarter | .45 | .64 

|Fiscal 1998 | Low | High
|----------- | --- | ----
|1st quarter | .31 | .72 
|2nd quarter | .28 | .59 
|3rd quarter | .15 | .44 
|4th quarter | .02 | .22 

|Fiscal 1999 | Low | High
|----------- | --- | ----
|1st quarter | .03 | .50 
|2nd quarter | .03 | .50 
|3rd quarter | .03 | .50 
|4th quarter | .01 | .06 

10

|Fiscal 2000 | Low | High
|----------- | --- | ----
|1st quarter | .01 | .20 
|2nd quarter | .01 | .25 
|3rd quarter | .01 | .02 
|4th quarter | .01 | .02 

|Fiscal 2001 | Low | High
|----------- | --- | ----
|1st quarter | .01 | .02 
|2nd quarter | .00 | .02 
|3rd quarter | .01 | .01 
|4th quarter | .01 | .015

|(a) | 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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | As of December 31, 2001, 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 $11,324,386 through
December 31, 2001, 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, but has undertaken to lower
operating costs as much as possible until a project suitable for profitable development
is identified and acquired. 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, 2000 has been prepared assuming that the Company will continue as a
going concern.

11

During
1993, the Company purchased the alluvial exploitation and exploration rights of a gold
and diamond mine in the Bochinche District. This concession covers a surface area of
approximately 250 acres and is located in the Municipality of Tumeremo, District of
Sifontes, in the State of Bolivar. The cost of the concession was approximately $811,905.
During Fiscal 1999 the Company wrote down the value of the Latinvan Trading S.A., the
Bochniche Concessions and the associated installations to zero.

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:

The
purchase price for the Fortuna I property was agreed upon by the seller
and Americana Gold & Diamond Holdings, Inc. after due diligence. Americana paid in
cash and shares with the amount of shares being calculated by dividing the unpaid balance
(after the cash payment) by the market price of the shares at the time of the purchase.
As of December 31, 2000, the remaining portion of debt outstanding of US$ dollars
283,094. As part of the acquisition contract of this concession, the Company agreed to
pay to a third company between 3% and 5% of the net profits that would be obtained from
mining of the property.

Pursuant
to an agreement completed September 15, 1998 between AGD and the Homestake Mining Company
of California (Homestake), in consideration of a 3% net smelter royalty on
production in excess of the drill indicated resources defined by Homestake, 100% of the
shares of Minera Rio Carichapo S.A. and Minera Rios del Oriente S.A., the beneficial
owners of an option to earn a 90% vested interest in the El Foco and Chicanan Chicanan
Contract Areas. This transaction was a significant development for AGD, adding fixed
assets, mineral resources and potential. AGD acquired this project to optimise the value
of its adjoining Fortuna Property and with the intention of selling the El Foco project
to Zaruma Mining Corporation ASA (Zaruma) for a total consideration $200,000 in cash and
1,838,660 shares, plus a royalty of 1% Net Smelter Returns. This transaction was
contemplated in a letter agreement dated September 17, 1998 and closed March 13, 1999.

# Results of Operations

Net
losses for the year 2001 were $354,185 compared with net losses for the year 2000 of
$213,108.

Administrative
and financial expenses were $338,413 for the year ended December 31, 2001 compared to
$147,943 for the year ended December 31, 2000.

The
company operated under a care and maintenance basis during 2001, with its primary
activity limited to evaluation of new opportunities with sufficient merit to warrant
re-activation of its development programs. Exploration activity in the Fortuna I
concession was suspended. Research and negotiations commenced concerning other
concessions in Venezuela, Brazil, and Mexico.

12

# Liquidity and Capital
Resources

The Company had a deficit
of $468,767 in working capital as of December 31, 2001, compared with a deficit working
capital of $213,239 during 2000. The decrease in working capital is a result of
Administrative costs incurred in 2001.

At December 31, 2001 the
Company has an overdraft loan at an average annual interest of 7.95%. Accounts payable
include liabilities of $313,952 assumed by the Company for the purchase of exploration
and exploitation rights to the Fortuna I concession.

In 1994, the Company
received an aggregate of approximately $400,000 in net proceeds from a private placement
of Series B Convertible Preferred Stock. In addition, certain officers and directors
agreed to convert approximately $605,000 of debt into the Series B Preferred Convertible
Stock. Such Series B Convertible Preferred Stock paid a cumulative interest rate of 12%
per annum and was convertible into common stock at a 25% discount from the bid price of
the Companys common stock at the time of conversion.

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 bore 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.

In 1998 the Company
raised approximately $ 213,182 from Private Placements of Common Stock to investors who
reside outside the United States including officers and directors of the Company. The
Company issued 440,404 Shares of its Common Stock in connection with the Private
Placements and the Company raised approximately $210,299 from contribution for future
capital increase to investors who reside outside the United States including officers and
directors of the Company. The Company agreed to issue 2,102,997 shares of common stock in
connection with the Private Placement.

13

In 1999 the Company
raised approximately $29,500 from contribution for future capital increases to investors
who reside outside the United States including officers and directors of the Company. The
company agreed to issue 295,000 shares of common stock in connection with the Private
Placement.

In 2000 the Company
raised approximately $67,500 from contribution for future capital increases to investors
who reside outside the United States including officers and directors of the Company. The
company agreed to issue 675,000 shares of common stock in connection with the Private
Placement

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 partnerships with other
mining companies in the La Fortuna area. There can be no assurance that the Company will
be successful in raising the necessary funds or finding other alternatives to ensure that
the Company will continue and that the Company can operate the La Fortuna concession.
Moreover, the sale of additional equity or convertible debt securities could result in
addition 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.Restated Financial Statements

During 1998, the
management also undertook a review,  and thereafter,  revised and restated the financial
 statements for 1996          and 1997 to comply with U.S. GAAP.

# 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-QSB 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 accompanying 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.

14

# 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 omitted 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 Promissory Note issued in a 1996 Private Placement. ***
| | ---- | ---------------------------------------------------------------

| | 31.1 | Certification
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
| | ---- | ----------------------------------------------------------------------------------------------------------------------

*
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.

15

# 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 Reno in the State of Nevada on the 21st day of April, 2004.

AMERICANA
GOLD & DIAMOND HOLDINGS, INC.

/s/ DAVID BENDING          DAVID
BENDING         President
and 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          
|--------------- | -------- | --------------
|Tomaz Klingberg | Director | April 21, 2004
|Gerald Sneddon  | Director | April 21, 2004
|Gordon Gutraith | Director | April 21, 2004
|Daniel Kunz     | Director | April 21, 2004

CARDONA RODRIGUEZ &
ASOCIADOS Auditores &
Consultores NEXIA International

AMERICANA
GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Financial
StatementsDecember 31, 2001 and
2000

Independent Public
Accountants Report

F-1

CARDONA RODRIGUEZ &
ASOCIADOS Auditores &
Consultores NEXIA International

Independent Public
Accountants Report

To the Shareholders of:

Americana
Gold and Diamond Holdings, Inc. and Subsidiaries

We have audited the accompanying
consolidated balance sheets of Americana Gold and Diamond Holdings, Inc. and Subsidiaries,
(a development stage company) as of December 31, 2001 and 2000, and the related
consolidated statements of operations, stockholders equity and cash flows for the
years then ended. The consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, these consolidated
financial statements present fairly, in all material respects, the consolidated financial
position of the Company as of December 31, 2001 and 2000, and the results of its
operations and its cash flows for the years then ended in accordance with American
generally accepted accounting principles.

The Company have an accumulated
losses in development stage of U.S. dollars 11,324,386. This factor, along with other
matters as set forth in the following paragraph raise a doubt that Company will be able to
continue as a going concern. The consolidated financial statements have been prepared
under the assumption that the Company will be able to continue in operation, having
sufficient financial support from the shareholders. See notes 1 and 9.

As explained in notes 1 and 5, during
2000, the Companys operation is temporal inactive. Managements plans
concerning the matters are also described in note 1; we do not express an opinion
regarding the feasibility of such plans. The Companys continuity as a going concern
is subject to or the success of the Companys future operations. The consolidated
financial statements do not include any adjustments that might result from the outcome of
these uncertainties.

CARDONA RODRIGUEZ &
ASOCIADOS

/s/ Luis Cardona R.
Luis Cardona R.
C.P.C. No 24.408

Caracas, April 4, 2002, except for
the note 10, of date August 27, 2002

F-2

AMERICANA
GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES (A development stage Company) 
CONSOLIDATED BALANCE SHEETS As at December 31, 2001 and 2000 (Expressed in U.S. dollars)

|                            | 2001 | 2000
|--------------------------- | ---- | ----
|Assets                      |      |     
|Current assets:             |      |     
|Cash and cash equivalents   |      |     
|Accounts receivable         |      |     
|Prepaid expenses            |      |     
|                            |      |     
|Total current assets        |      |     
|Permanent investment        |      |     
|Property and equipment, net |      |     
|Mining concessions          |      |     
|Other assets                |      |     
|                            |      |     
|Total assets                |      |     
|                            |      |     

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

F-3

AMERICANA
GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES (A development stage Company) 
CONSOLIDATED BALANCE SHEETS As at December 31, 2001 and 2000 (Expressed in U.S. dollars)

|                                                     | 2001 | 2000
|---------------------------------------------------- | ---- | ----
|Liabilities and Shareholders' equity                 |      |     
|Liabilities                                          |      |     
|Current liabilities:                                 |      |     
|Bank loans                                           |      |     
|Accounts payable                                     |      |     
|Accrued liabilities                                  |      |     
|                                                     |      |     
|Total current liabilities                            |      |     
|Provision for employee severance benefits            |      |     
|Long-term liabilities                                |      |     
|                                                     |      |     
|Total liabilities                                    |      |     
|                                                     |      |     
|Shareholders' equity                                 |      |     
|Share capital                                        |      |     
|Accumulated for not carried out profit of investment |      |     
|Deficit                                              |      |     
|                                                     |      |     
|Total shareholders' equity                           |      |     
|                                                     |      |     
|Total liabilities and shareholders' equity           |      |     
|                                                     |      |     

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

F-4

AMERICANA GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES (A development stage Company)
  CONSOLIDATED STATEMENTS OF LOSS  For the years ended as at December 31, 2001 and 2000(Expressed in U.S. dollars)

|                                            | 2001 | 2000 | Cumulative
from incef
1991 to 2001
|------------------------------------------- | ---- | ---- | ----------------------------------
|Acquisition cost                            |      |      |                                   
|Exploration cost                            |      |      |                                   
|Administrative expenses                     |      |      |                                   
|                                            |      |      |                                   
|Operating loss                              |      |      |                                   
|                                            |      |      |                                   
|Other (expenses) income:                    |      |     
|Financial expenses, net                     |      |      |                                   
|Currency translation adjustment             |      |      |                                   
|Retirement of fixed assets and other assets |      |      |                                   
|Purchase agreement                          |      |      |                                   
|Other income                                |      |      |                                   
|                                            |      |      |                                   
|                                            |      |      |                                   
|                                            |      |      |                                   
|Net loss                                    |      |      |                                   
|                                            |      |      |                                   
|Weighted average number of                  |      |     
|common shares outstanding                   |      |      |                                   
|                                            |      |      |                                   
|Loss per share                              |      |      |                                   
|                                            |      |      |                                   

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

F-5

AMERICANA GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES (A development stage Company)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY  For the years ended as at December 31, 2001 and 2000(
Expressed in U.S. dollars)

|                                         | Share
capital | Accumulation
for not carried
out profit of
investment | Accumulated
losses | Total
shareholders'
equity
|---------------------------------------- | ------------- | ----------------------------------------------------- | ------------------ | --------------------------
|Balance as of December 31, 1999          |               |                                                       |                    | 12,429,075                
|Contribution for future capital increase |               |                                                       |                    | 86,262                    
|Not carried out profit of investment     |               |                                                       |                    | --                        
|Net loss                                 |               |                                                       |                    | --                        
|                                         |               |                                                       |                    |                           
|Balance as of December 31, 2000          |               |                                                       |                    | 12,515,337                
|Contribution for future capital increase |               |                                                       |                    | 39,343                    
|Not carried out profit of investment     |               |                                                       |                    | --                        
|Net loss                                 |               |                                                       |                    | --                        
|                                         |               |                                                       |                    |                           
|Balance as of December 31, 2001          |               |                                                       |                    | 12,554,680                
|                                         |               |                                                       |                    |                           

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

F-6

AMERICANA GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES (A development stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS  For the years ended as at December 31, 2001 and 2000(Expressed in U.S. dollars)

|                                                        | 2001 | 2000
|------------------------------------------------------- | ---- | ----
|Operating activities:                                   |      |     
|Net loss for the year                                   |      |     
|Adjustments to reconcile net loss to net cash (used in) |      |     
|provided from operating activities:                     |      |     
|Depreciation                                            |      |     
|Gain in traslation of foreing currency                  |      |     
|Provision for employee severance benefits               |      |     
|                                                        |      |     
|                                                        |      |     
|Changes in operating assets and liabilities:            |      |     
|Decrease (increase) in:                                 |      |     
|Accounts receivable                                     |      |     
|Prepaid expenses and other current assets               |      |     
|Other assets                                            |      |     
|Increase (decrease) in:                                 |      |     
|Accounts payable                                        |      |     
|Accrued liabilities                                     |      |     
|                                                        |      |     
|Net cash used in operating activities                   |      |     
|                                                        |      |     
|Investing activities:                                   |      |     
|Increase of permanent investment                        |      |     
|Retirement of permanent investment                      |      |     
|Retirement of property and equipment, net               |      |     
|                                                        |      |     
|Net cash provided from investing activities             |      |     
|                                                        |      |     
|Financing activities:                                   |      |     
|Increase of bank loan                                   |      |     
|Payments of employee severance benefits                 |      |     
|Long-term liabilities                                   |      |     
|Contribution for future capital increase                |      |     
|                                                        |      |     
|Net cash provided from financing activities             |      |     
|                                                        |      |     
|Effect in exchange rate                                 |      |     
|                                                        |      |     
|Increase (decrease) in cash and cash equivalents        |      |     
|Cash and cash equivalents, beginning of year            |      |     
|                                                        |      |     
|Cash and cash equivalents, end of year                  |      |     
|                                                        |      |     

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

F-7

AMERICANA GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES (A development stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  For the years ended as at December 31, 2001 and 2000(Expressed in U.S. dollars)

Note 1  Incorporation, purpose
and operation of the Company

The Company was incorporated in 1993,
through the merger of Americana Gold an Diamond Mining Corporation (incorporated in
Tortola, British Virgin Island on April 3, 1990) and Blue Willows Holdings Inc.
(incorporated in the United States of America) with the purpose of negotiating, exploring,
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 related
activities.

The Company is under development
stage and its activity is performed through the acquisition and exploration of mining
concessions, acquired through its subsidiaries domiciled in Venezuela. During 2001, the
companies temporal inactivated the exploration of certain mines acquired in concession See
note 5. Likewise, the Company has incurred losses since its incorporation, and has
undergone a working capital deficit. The deficiency in working capital and the operating
losses since inception raise a doubt as to the Companys ability to continue as a
going concern. Managements plans concerning these matters are described below.

The Companys Management adopted
a Restructuring Plan in 2001:

| |  | Administration
and support services provided on a consulting basis as required.
| | - | -------------------------------------------------------------------------------

| |  | During
2001, exploration activity in Fortuna I concession was suspended pending completion of
the re-organization plan. The Company has entered into discussions with third parties
interested in investing in the development of this property, and the management will
pursue this possibility during the forthcoming year.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | AGD
is the project operator. The proposed evaluation will commence with a thorough field
review to confirm the reported importance of the area and select priority targets for
development. No fieldwork was completed during 2001.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
Company has not paid any cash dividends on its common stock and does not intend to pay
dividends on its common stock for the foreseeable future.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 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 financial resources. In view of the Companys lack of financial
resources, the Company will be at a competitive disadvantage compared to its competitors.
However the new management team, with extensive experience and contacts in the
exploration and mining business and access business opportunities and equity markets,
will bring with it a substantial improvement in the Companys competitive position.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
Companys management is currently 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 partnerships with other
mining companies in the La Fortuna area.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The
Company will prepare to move forward on a solid program for growth toward profitability
as it re-enters the market.
| | - | -----------------------------------------------------------------------------------------------------------------------

F-8

Note 2  Summary of significant
accounting principles and practices

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

Basis
of presentation:

| | The
consolidated financial statements have been prepared in accordance with American generally
accounting principles.
| | ---------------------------------------------------------------------------------------------------------------------

Principles
of consolidation:

| | The
consolidated financial statements include the accounts of the Company and those of its
wholly owned subsidiaries: Consorcio Minero Miamo, C.A., Americana Gold and Diamond
Holdings Inc. de Venezuela, C.A., Desarrollos Americana Gold and Diamond Holdings, C.A.,
(companies domiciled in Venezuela) as of December 31, 2001 and 2000. All subsidiaries
balances and transactions have been eliminated in the consolidation.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cash
equivalents:

| | The
Company defines cash equivalents as highly financial instruments purchased with a maturity
of ninety days or less.
| | ----------------------------------------------------------------------------------------------------------------------

Property
and equipment:

| | Property
and equipment are recorded at acquisition cost. Repairs and maintenance expenses are
charged directly to operations, 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 operations.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mining
Concession:

| | The
mining concession is owned by the subsidiary Consorcio Minero Miamo, C.A., and is recorded
at the acquisitions cost, consisting of the price agreed upon to obtain the rights of
exploration and exploitation. Concession is reviewed for recoverability as long-lived
assets. Provisions for write downs are recorded when it is determined that the asset is
impaired. See note 5.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
of December 31, 2001 and 2000, 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 Company has not
initiated extraction activities.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Translation
of financial statements:

| | The
financial statements of the subsidiaries are denominated in bolivars and have been
translated into U.S. dollars using the following procedure:
| | --------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Monetary
assets and liabilities as the prevailing at the balance sheet date. They were translated
at the floating market exchange rates of Bs. 763.00 and Bs. 699.75 to U.S. dollar 1.00,
in effect as of December 31, 2001 and 2000, respectively.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Non-monetary
assets and liabilities at historic rates.
| | - | ------------------------------------------------------

| | o | Income
and expenses at an average exchange rate in each month of the period in which the
transactions were effected.
| | - | --------------------------------------------------------------------------------------------------------------------

F-9

Use
of estimates:

| | The
preparation of the consolidated financial statements in conformity with American generally
accepted accounting principles requires the Companys management make estimations and
assumptions that affect the amounts reported of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the consolidated financial statements and
the income and expenses reported during the reported period. Actual results may differ
from these estimates.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Loss
per share:

Loss
per share has been calculated using the weighted average number of shares outstanding.

Presentation
of the consolidated financial statement:

| | Certain
amounts of the consolidated financial statements as of December 31, 2000, have been
reclassified in order to conform with 2001 presentation.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

Note 3  Permanent
investment

During 2000, the shares of Zaruma
Mining Corporation ASA (the Norwegian Company) were exchanged by approval for 1,287,761,
new shares of Zaruma Resources Ltd. a Canadian Company listed on the Toronto Stock
Exchange (TSE), at ration of 0.7 new shares for each old share.

As of December 31, 2000, theses
Canadian shares were trading thinly in the range of U.S. dollar Canadian 0.30 (exchange
rate: U.S. dollar Canadian 1.43 per U.S. dollar 1.00) with maximum and minimum of U.S.
dollar Canadian 0.50 and 0.25, respectively. The net profit or loss in the market value is
reflected in the account accumulation for not carried out profit of investment in
stockholders equity.

As of December 31, 2001, the market
value of the shares of Zaruma, have been trading in the range of dollar 0.07. The net
profit or loss in the market value is reflected in the account accumulation for not
carried out profit of investment in stockholders equity.

Note 4  Property
and equipment

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

|                               | 2001 | 2000 | Annual
depreciation
rates
|------------------------------ | ---- | ---- | -------------------------
|Machinery and equipment        |      |      |                          
|                               |      |      |                          
|Office furniture and equipment |      |      |                          
|                               |      |      |                          
|                               |      |      |                          
|Less: accumulated depreciation |      |      |                          
|                               |      |      |                          
|                               |      |      |                          

During 2001, the Company, based to
experts report, disincorporated the total of the fixed assets not operative for
causes of deterioration.

# Note 5  Mining
Concessions  temporal inactivity exploration

| | The
balances for mining concessions  temporal inactivity exploration, shown in the
consolidated balance sheets as of December 31, 2001 and 2000, represent the acquisition of
the concession known as Fortuna I. For the acquisition of this concession, the
Company paid U.S. dollars 110,000, in cash, and U.S. dollars 1,500,000, with the shares of
Consorcio Minero Miamo, C.A., owner of Fortuna I concession. The purchase
price for the Fortuna I property was agreed upon by the seller and Americana
Gold and Diamond Holdings after due diligence. Americana paid in cash and shares with the
amount of shares being calculated by dividing the unpaid balance (after the cash payment)
by the market price of the shares at the time of the purchase. As of December 31, 2001 and
2000, the remaining portion of debt outstanding of U.S. dollars 313,952, and U.S. dollars
283,094, respectively, are included in the accounts payable shown in the consolidated
balance sheets.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-10

# Note 6  Bank loans

The amounts shown as bank loans in
the balance sheets as of December 31, 2001 and 2000 are represented by local bank
overdraft at interest rate of 7.5% annually.

# Note 7  Capital
stock

For the years ended December 31, 2001
and 2000, the following capital stock modifications were made (number of shares are on a
pre-split basis).

During 2001:

| | - | U.S.
 dollars  39,343,  by  capitalization  of debts  based  on the  agreement  between  the
 Company  and          Inversiones Megold for contribution of the future capital
increase. See note 6.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During 2000:

| | - | U.S.
 dollars  86,262,  paid by different  shareholders  in cash for  contribution  of the
future  capital increase.
| | - | --------------------------------------------------------------------------------------------------------------------

As of December 31, 2001, the
Companys capital stock on a pre-split basis, is constituted as follows:

|Class of shares | Number of
shares | Total
value in
U.S. dollars | Manner of payment
|--------------- | ---------------- | --------------------------- | -----------------
|Preferential    |                  |                             |                  
|                |                  |                             |                  
|Common          |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|                |                  |                            
|                |                  |                             |                  
|Total Common    |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|                |                  |                             |                  
|Total           |                  |                             |                  
|                |                  |                             |                  

F-11

Note
8  Administrative expenses

Administrative expenses for the years
ended December 31, are represented as follows:

|                                          | 2000 | 2000
|----------------------------------------- | ---- | ----
|Compensation to directors and officers    |      |     
|Managements expenses                      |      |     
|Services rendered                         |      |     
|Depreciation                              |      |     
|Other general and administrative expenses |      |     
|                                          |      |     
|                                          |      |     
|                                          |      |     

# Note 9  Legal
matters related to subsidiaries

Provision
for employee severance benefits:

| | Benefits
have been accrued at an amount sufficient to cover the employees vested benefits as
set forth under Venezuelan labor legislation, net of anticipated payments. As of December
31, 1997, the Company adopted the new legislation reform of June 1997, and paid the total
liabilities of the prior legislation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Provision
for income tax and corporate assets tax:

| | The
provision for income tax is calculated based on a reasonable estimate of net taxable
income for the year, in accordance with current tax legislation, which also establishes
the annual readjustment for tax inflation of its non monetary assets, foreign accounts
payable and Stockholders equity as an increase or decrease on the net taxable
income. Likewise, the Income Tax Law authorizes the transfer of tax losses carry forward
for a term of up to three (3) years.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Likewise,
current tax legislation establishes the corporate assets tax, which is determined applying
1% to the average of the Subsidiaries assets adjusted for inflation invested in
income production during the fiscal year. Corporate assets tax expense will be subject to
the income tax calculation, and the excess generated by the comparison with income tax
will be considered as a corporate assets tax expense. The amount paid for corporate assets
tax during the period also constitutes a credit against income tax arising during the
three (3) subsequent fiscal periods.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
legislation establishes an exemption for companies during development stage of two (2)
years thereafter initiation of its operating activities. If and when the Company is in a
position to produce and distribute gold the effect of the regulation could have a
significant impact on the Companys operations.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other
relevant norms:

| |  | Luxury
Assets and Wholesale, and Added Value Tax:
| | - | -------------------------------------------------

| | On
May 5, 1999, The National Administration Bureau proclaimed Decree No 126, which
establishesAdded Value Tax, which substitutes the Income on Luxury Assets and
Wholesale, which taxes the assets, professional services and import of goods. The
percentage to the tax basis applied from June 1st, 1999, is 15.5%. On July 28,
2000, The National Commission published in Official Gazette No 37,002 the
modification of aliquot to this tax, beginning from August 1, 2000, from 15.5% to 14.5%.
As of December 31, 2001, the subsidiaries may compensate the fiscal credit of U.S. dollars
37,023, included in the accounts receivable shown in the consolidated balance sheets.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-12

| |  | Bank
Transactions Tax:
| | - | ----------------------

| | On
April 28, 1999, the National Administration Bureau proclaimed Decree No 118, which
establishes the Bank Transactions Tax, and tax debits or withdrawals on check accounts,
saving accounts, time deposits, or any other kind of deposits, liquid assets, fiduciary,
and any other funds from the financial market performed on banks and/or financial
entities. The percentage to be applied from May 8, 1999, is 0.50%. This tax will last for
12 months from its proclamation. Thus, it ended on May 2000.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Norms
on Gold and Gold Alloys Exports:
| | - | --------------------------------------

| | On
January 1, 1996, Resolution No. 96-12-02 entered into effect, issued by the Central Bank
of Venezuela, 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 Central Bank of Venezuela.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Authorization
requests will be effected before the Central Bank of Venezuela, accompanied by a
certification marked out for the internal market, in bars, a minimum equivalent to 15% 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. If and when the Company is in a position to produce and distribute gold the effect
of the regulation could have a significant impact on the Companys operations.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Mining
taxes:
| | - | -------------

| | In
addition to the normal taxes that any private company in Venezuela has to pay, the Mining
Law establishes the following taxes:
| | ---------------------------------------------------------------------------------------------------------------------------------

| | - | Exploration
tax: A single payment of U.S. dollars 0.0004 / hectare for the right to explore the
                  concession.
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | - | Surface
tax: An annual payment in proportion to the number of hectares granted. For alluvial
concessions                   the rate is U.S. dollars 0.001 / hectare a year, and for
vein concessions U.S. dollars 0.002 /                   hectare a year. The tax is levied
only after the concession title is published in the official                   gazette.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Foreign
investment treatment regulations:
| | - | -----------------------------------------

| | Actual
foreign investment regulations on foreign capital, trademarks, patents, licenses and
royalties allow the foreign companies, among other, the following:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Reinvestment of net income; distribution, profit remittance of dividends to foreign
investors and re-exportation of the foreign Stockholders investment will not require
authorization from the Superintendence of Foreign Investments (SIEX).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-13

| |  | All agreements regarding Information Technology and use of Patent and Trademarks are
authorized, regardless of the modality that said agreements adopt. There is a subsequent
obligation to register such agreements with the Superintendence of Foreign Investments
(SIEX).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Foreign
companies are allowed to take out loans from local banks and to raise credit on the
Venezuelan capital markets, including the sale of stocks and bonds on local exchanges.
External credits do not require prior authorization or registration.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Capital
stock:
| | - | --------------

| | As
of December 31, 2001, the Companys subsidiaries accrued losses that exceeds more
than two thirds (2/3) of the capital stock. According to the Venezuelan Commercial Code
establishes the following: When capital stock as per records decrease more that
33,33% (1/3) of the capital stock of the Company, must be restored or reintegrated to
capital stock in that amount, or limit it, to the remaining balance. When
capital stock decreases exceeds more than 66,66% (2/3) of the capital stock, company must
be liquidated or dissolved, if shareholders does not reintegrate or limit to the remaining
balance.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
shareholders intention is to give financial support to the Company in order to
continue operating.
| | -------------------------------------------------------------------------------------------------------

# Note 10 
Subsequent events

| | During
the period August 21 to August 27, 2002, the Board of Directors of the Company, in the
best interests of the shareholders, hereby confirm their agreement and approval,
subject to due diligence by Management, of the following material transaction, referred to
collectively as the Platinum Works, Inc. Letter of Intent:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Jerry G. Mikolajczyk would provide the option for the Company to acquire 100% of his
interest in Platinum Works, Inc., at the price. The Company agrees to issue 250,000, units
consisting of 1 restricted share of its common stock and 1 warrant. The parties agree that
the value of the Company units will be U.S. dollars 0.10 per unit. The closing of this
transaction would no later than September 30, 2002. The transaction closing date was
subsequently changed to December 31, 2003. The Company exercised it option to acquire 100%
of the interest in Platinum Works, Inc. on December 31, 2003. A Share Exchange Agreement
was executed on January 12, 2004 with a closing date of June 30, 2004.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Platinum Works, Inc., will purchase from the Company up to 6,000,000 units consisting of 1
restricted and 1 warrant of the Company at the price. The Company agrees to sell the unit
at a price of U.S. dollars 0.05 per unit to a maximum sale price of U.S. dollars 300,000
for up 6,000,000 units. The closing of this transaction would no later than December 31,
2002.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Platinum  Works,  Inc.,  sell and/or  assign 49% of its interest in the North Fork 14 Joint Venture to the
              Company at the price.  The Company agrees to issue  20,000,000  units with each unit  consisting of 1
              restricted  share of its common stock and 1 warrant.  The parties agree that the value of the Company
              units will be U.S.  dollars  0.10 per unit.  The parties  agree that the value of the  Company  units
              will be U.S.  dollars 0.10 per unit.  The closing of this  transaction  would no later than September
              30,  2002.  The  transaction  was closed on March 17, 2003 as Company  Management  completed  the due
              diligence and it was recommended to conclude the transaction.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-14