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, 1996

/  /     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
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(State or other jurisdiction of                             (I.R.S. employer
 incorporation or organization)                             identification NO.)


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

Issuer's telephone number, including
area code: (011)-(582)-238-2332 - Fx: 239-8429
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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 reprots  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. $ 69,774
     -----------------------------------------------------------

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the voting stock as
sold,  or the  average bid and asked  prices of such stock,  as of March 1, 1997
(See definition of affiliate in Rule 12b-2 of the Exchange Act).
$5,131,850
--------------------------------------------------------------------------------
Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
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
12,082,731 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, 1996 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 Issuer:

         (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) and is in the process of acquiring a third  (Bochinche  4) which it
believes may lead to gold  production.  However,  there can be no assurance that
there will be any gold production from these

                                      -1-
<PAGE>

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.

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 of 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. In
         addition, 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.

                                      -2-
<PAGE>

         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  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 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. A drilling stage
         will commence during 1997.

 Bochinche 4

         AGD is in the final stages of  negotiating  to acquire the  Bochinche 4
         concessions from the Venezuelan  government.  However,  there can be no
         assurance  that the Company will in fact acquire such  concession or as
         to the terms of such acquisition.  This 2,500 hectare  concession which
         surrounds the Company's El Bochinchito  property is centered in an area
         that the Company believes is one of the most active new mining areas in
         the world. The Bochinche 4 alluvial deposits are estimated at more than
         32,000 ounces.

         Although the Bochinche  area has been mined for over 100 years,  modern
         mining  techniques  have  never  been  employed.  Given  the  potential
         richness of Bochinche 4 alluvials, possible deep vein reserves could be
         significant.  If the  Company  acquires  the  Bochinche  4, the Company
         believes it could begin exploration of gold in mid 1997.

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


                                      -3-
<PAGE>

         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.

                         (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.


                                      -4-
<PAGE>

                         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
                             regulations 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  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.

                                      -5-
<PAGE>

                        (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  $ 294,000 in gold  deposit
               exploration during 1995 and $ 322,000 during 1996.

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

               The Company has spent  approximately  $ 2,812 in compliance  with
               Venezuelan environmental laws.

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

               At  March  21,  1996,  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, 1996.

                                      -6-

<PAGE>
                                     PART II

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

         The Common Stock of the Company is currently quoted on the NASDAQ Small
Cap Market ("NASDAQ"). The high and low bid quotations for each quarterly period
for fiscal 1995 and fiscal 1996 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 1995         High      Low
                          -----------         ----      ---
         1st quarter . . . . . . . . .         .92       .85
         2nd quarter . . . . . . . . .        1.03       .92
         3rd quarter . . . . . . . . .         .92       .64
         4th quarter . . . . . . . . .         .98       .79


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

         (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,  1997,  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 $  3,939,658  through  December  31,  1996,  due to its
significant research,  development,  administrative and exploration expenses and
insufficient revenues

                                      -7-
<PAGE>

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, 1996 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
aproximately $ 2,833,000,  and additional  exploration costs have been incurred.
The Company is in the process of  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.

         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;  b) 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 was
         based on a  formula  prescribed  in the  agreement.  Cash  payments  to
         Inversiones Megold, C.A.

                                      -8-
<PAGE>


         relating to the La Fortuna I Concession  purchase  agreement  have been
         renegotiated  so that they will commence once the Company's  production
         at Bochinchito  reaches a stable  productin level of at least 600 grams
         per day. 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,  1996  Compared  to Fiscal year ended
December 31, 1995.

         Total income for the year ended December 31, 1996 was $ 69,774 compared
to $ 260,208 for the year ended  December 31, 1995, a net decrease of $ 190,434.
This decrease is primarily  attributable to the termination of additional income
from leases at the Company's  "Bochinche"  mining  concession  and a decrease in
gains from foreing currency exchanges.

         Administrative  expenses were $ 572,836 for the year ended December 31,
1996 compared to $ 937,981 for the year ended December 31, 1995, a decrease of $
365,145. Such decrease is primarily related to the capitalization of exploration
costs, and payment of interest on preferred stock during 1995.

         Primarily due to a continued lack of revenues from operations,  the net
loss for the year ended  December  31,  1996 was $ 503,062.  For the fiscal year
ended  December  31,  1996 the  Company had a net loss of $ 677,773.


Liquidity and Capital Resources

         The Company had $ 677,843 in working  capital as of December  31, 1996,
compared with working capital of $ 895,626 as of December 31, 1995.

         The 1996 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,  1996  the  Company  had a  note  payable  to a  bank
outstanding  in the amount of $170,000.  The loan bears interest at 6% per annum
and  matures  on August 2,  1997.  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.  See "Management Discussions and Analysis or
Plan of Operation -- Overview."

                                      -9-

<PAGE>

         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 payed a cumulative  interest rate of 12% per annum
and were  convertible  into Common Stock at a 25% discount from the bid price of
the Company's Common Stock at the time of conversion.

         In 1993, the Company also raised approximately $256,000 in net proceeds
from a private  placement of Series A Convertible  Preferred Stock. The Series A
Convertible  Preferred  Stock  had  similar  terms as the  Series B  Convertible
Preferred  Stock.  In  addition,  in 1993,  certain  creditors  of the  Company,
including Directors and Officers agreed to convert  approximately  $1,233,800 of
debt into comon stock.  The Series A Convertible  Preferred  Stock, the Series B
Convertible  Preferred  Stock and the Series C Convertible  Preferred  Stock are
sometimes collectively referred to herein as the "Preferred Stock".

         In 1994 and 1995,  the Company  raised  approximately  $733,130  from a
private placement of Common Stock (the "Foreign Private Placement") to investors
who reside  outside the United States,  including  officers and directors of the
Company.  The Company issued  902,948 shares of Common Stock in connection  with
the private placement.

         In 1995, the Company issued  2,434,259  shares of Common Stock relating
either to the conversion of Preferred  Stock into Common Stock or in lieu of (i)
the payment of interest on the Preferred  Stock,  and (ii) the issuance of stock
in exchange for the cancellation of debt in connection with Inversiones  Megold,
C.A. agreement.

         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  Stetes
including  officers and directors of the Company.  The Company issued  1,250,000
shares of its Common Stock in connection with the Private Placements.


                                      -10-
<PAGE>

         The  Company's  management is currently  meeting with select  corporate
finance  people  in the  financial  community  in  order  to seek to  raise  the
necessary  funds  to make  sure  the La  Fortuna  concession  reaches  its  full
potencial. Other alternatives with other mining companies in the La Fortuna area
also  being  examined.  There  can be no  assurance  that  the  Company  will be
successful in raising the necessary funds or finding other alternatives.

         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.

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.


                                      -11-
<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.






























                                      -12-
<PAGE>
Item  13.         Exhibits and Reports on Form 8-K.

                  None

                  (a)    Exhibit

                  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.*



                         *   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.


                       ***   Filed herewith.


                                      -13-
<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 21th day of March, 1997.


                                    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
-----------------------       C.E.O. & Director             March 21, 1997
Carlos Hausmann



/s/ Jose Pereira
-----------------------       Director & General Manager    March 21, 1997
Jose Pereira


/s/ David Zrihen
-----------------------       Treasurer & Director          March 21, 1997
David Zrihen



/s/ David Bassan
-----------------------       Director & Controller         March 21, 1997
David Bassan



-----------------------       Director                      March  21, 1997
Clement W. Cohen



/s/ Thomas Klingberg
-----------------------       Director & Secretary          March 21, 1997
Thomas Klingberg



-----------------------       Director                      March 21, 1997
Alberto Cohen


                                      -14-
<PAGE>
                         KRYGIER, MONTILLA & ASOCIADOS
                              Contadores Publicos
                               Caracas, Venezuela


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, 1996 and 1995,  and the  corresponding  consolidated  statements of
income,  statement  of  shareholders'  equity  and cash  flows for the years the
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$  5,931,535  as of December  31, 1996 and 1995.  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.


<PAGE>


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, 1996 and 1995,
and the results of its  operations  and cash flows for the years then ended,  in
conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  The Company's main activity
during 1996 has been the  exploration  of concessions  acquired  during 1993 and
1994 for US$ 3,428,426,  whose geological studies show favorable indications for
continuing  said  exploration.  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.

KRYGIER, MONTILLA & ASOCIADOS


/s/ Jose G. Moros H.
--------------------
Jose G. Moros H.
C.P.C. No. 8203

January 31, 1997

<PAGE>


AMERICANA GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS--DECEMBER 31, 1996 AND 1995
(Expressed in US dollars)




                                                 1996             1995
                                              ---------        ------------

ASSET
CURRENT ASSET:
    Cash                                        133,280            44,169

    Prepaid expenses and other
              current assets                     41,215            65,307
                                             ----------        ----------

              Total current assets              174,495           109,476

PROPERTY AND EQUIPMENT, net                     322,053           357,436

MINING CONCESSIONS-
       In exploration activities              3,428,426         3,106,200

MINING CONCESSIONS-
       Suspended exploration activities       5,931,535         5,931,535


OTHER ASSETS                                    515,677           507,935
                                             ----------        ----------
                                             10,372,186        10,012,582
                                             ==========        ==========








The  accompanying  notes (1 to 8) form an  integral  part of these  consolidated
financial statements.


<PAGE>

AMERICANA GOLD AND DIAMOND HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS--DECEMBER 31, 1996 AND 1995
(Expressed in U.S. dollars)



                                                  1996            1995
                                               -----------    -----------

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Bank loans                                     170,000        227,931
    Accounts payable                                15,968        709,186
    Accrued liabilities                             13,942         54,004
                                               -----------    -----------

              Total current liabilities            199,910        991,121

LONG-TERM ACCOUNTS PAYABLE                       2,960,251      2,963,309

PROVISION FOR EMPLOYEE SEVERANCE BENEFITS            6,843          5,862

              Total liabilities                  3,167,004      3,960,292
                                               -----------    -----------

SHAREHOLDERS' EQUITY:
    Capital stock                               11,144,840      9,488,886
                                               -----------    -----------

    Accumulated losses                         (3,939,658)    (3,436,596)

              Total shareholders' equity         7,205,182      6,052,290
                                               -----------    -----------
                                                10,372,186     10,012,582
                                               ===========    ===========




The  accompanying  notes (1 to 8) 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, 1996 and 1995
(Expressed in US dollars)



                                                  1996            1995
                                                ---------       ---------

INCOME:
    Income from leasing                            -               98,438
    Other income                                   36,635          -
    Adjustment for currency translation            33,139         161,770
                                                ---------       ---------

              Total income                         69,774         260,208
                                                ---------       ---------

ADMINISTRATION EXPENSES                         (572,836)       (937,981)
                                                ---------       ---------

              Net loss                          (503,062)       (677,773)
                                                =========       =========











The  accompanying  notes (1 to 8) 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, 1996 AND 1995
(Expressed in US dollars)

<TABLE>
<CAPTION>


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

<S>                                                          <C>                   <C>                        <C>
BALANCES, as of December 31, 1994                              8,180,573           (2,758,823)                 5,421,750
    Capital increase (3,185,126 common
       shares)                                                 2,545,386                -                      2,545,386
    Capital decrease (1,236 preferential
       shares)                                                (1,236,000)               -                     (1,236,000)
    Decrease of contribution for
       future capital increases                                   (1,073)               -                         (1,073)
    Net loss                                                      -                  (677,773)                  (677,773)
                                                           -------------          ------------               -----------
BALANCES, as of December 31, 1995                              9,488,886           (3,436,596)                 6,052,290
    Capital increase (2,902,572 common
       shares)                                                 1,655,954                -                      1,655,954
    Capital increase (800,000 common
       shares)                                                   500,000                -                        500,000
    Capital decrease (500 preferential
       shares)                                                  (500,000)               -                       (500,000)

    Net loss                                                  -                      (503,062)                  (503,062)
                                                           -------------           -----------                ----------
BALANCES, as of December 31, 1996                             11,144,840           (3,939,658)                 7,205,182
                                                           =============           ===========                ==========
</TABLE>



The  accompanying  notes (1 to 8) 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, 1996 AND 1995
(Expressed in US dollars)

<TABLE>
<CAPTION>


                                                                  1996                     1995
                                                                ---------               -----------

CASH FLOWS USED IN OPERATING ACTIVITIES:
<S>                                                              <C>                       <C>      
       Net loss                                                  (503,062)                 (677,773)
       Adjustments to reconcile net loss with net cash
          used in operating activities-
             Depreciation of property and equipment                59,188                    61,596
             Gain in translation of foreign currency              (69,774)                 (161,770)
             Provision for employee severance benefits              3,652                     3,230
                                                                 --------                  --------
                                                                 (509,996)                 (774,717)

NET CHANGES IN OPERATING ASSETS AND LIABILITIES:
    Decrease (increase) in prepaid expenses
       and other current assets                                    24,092                   (63,080)
    (Decrease) increase in accrued liabilities                    (40,062)                   16,887
    Increase in accounts payable                                  962,736                 1,666,272
    Payments of employee severance benefits                        (2,671)                     (942)
                                                                 ---------               -----------

                 Net cash used in operating activities            434,099                   844,420
                                                                 ---------                ----------

CASH FLOWS USED IN INVESTING ACTIVITIES:
       Purchase of property and equipment                         (33,276)                  (65,070)
       Increase in mining concessions                            (322,226)                 (280,810)
       Retirement of property and equipment                         9,471                    22,506
       Increase in other assets                                    (7,742)                 (167,857)
                                                                 ---------                ----------

              Net cash used in investing activities              (353,773)                 (491,231)
                                                                 ---------                 ---------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
       (Decrease) in long term account payable                     (3,058)                 (602,520)
       (Decrease) increase in bank loans                          (57,931)                    57,931
                                                                 ---------                 ---------

              Net cash provided by financing activities           (60,989)                 (544,589)

EFFECT OF EXCHANGE RATE VARIATIONS ON CASH                         69,774                   161,770
                                                                 --------                  --------

INCREASE (DECREASE) IN CASH                                        89,111                   (29,630)

CASH AT BEGINNING OF YEAR                                           44,16                    73,799

CASH AT YEAR END                                                  133,280                    44,169
                                                                 ========                 =========
</TABLE>

The  accompanying  notes (1 to 8) form an  integral  part of these  consolidated
financial statements.

<PAGE>

AMERICANA GOLD AND DIAMOND HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1996 AND 1995

Note  1 - Incorporation and Purpose 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,  exploiting,  transporting  and
effecting 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.


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,  in  development  stage)  as  of
          December 31, 1996 and 1995. 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.


<PAGE>

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,  1996 and 1995,  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.

 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.


e)        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. 476.50 and Bs.
          290 = US$ 1, in effect as of December 31, 1996 and 1995;  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.


f)        Presentation of the financial statements-
          Certain items in the financial statements as of December 31, 1995,have
          been  reclassified  in order to conform their  presentation to that of
          the financial statements as of December 31, 1996.


<PAGE>
Note 3 - Property and Equipment:

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


                                                                     Annual
                                                                 Depreciation
                                       1996            1995          rate
                                   -----------     -----------   -------------

                                        US$             US$


Machinery and equipment              380,546         372,931        10%
Office furniture and                  12,061          12,061        10%
equipment
Vehicles                              55,277          39,087        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         507,981
Less: accumulated
depreciation                        (209,733)       (150,545)
                                     322,053         357,436
                                   =========       =========

Note 4 - Mining Concessions:

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


  Name of the Concession                 1996                     1995
-------------------------------          -----                    -----

                                           (Expressed in US dollars)


In exploration activities-
"Fortuna I"                           2,169,235                2,057,083
"Bochinche"                           1,259,191                1,049,117
                                      ---------                ----------

Suspended exploration activities-     3,428,426                3,106,200
"El Progreso 4 and 5"                 5,931,535                5,931,535
                                      9,359,961                9,037,735
                                      =========                ==========

The  cost of these  concessions  includes  exploration  costs  incurred  for US$
1,134,571.



<PAGE>

For the acquisition of the concession  known as "Fortuna I", the Company paid in
cash US$ 100,000  during 1994, US$ 10,000 during 1995 and US$ 1,500,000 was paid
through the  issuance of the shares of the  Company's  common stock to the prior
owner,  Inversiones  Mengold (see Note 7). The remaining  portion of the debt of
US$ 390,000, is pending payment as of December 31, 1996, and is included as part
of the long-term debt. Sampling effected by a specialist geologist has indicated
alluvial  deposits  which  might  be  productively  exploited.  As  part  of the
acquisition,  the Company assumed the payment  agreement  between 3% and 5% to a
third company of the net benefit obtained from gold ore exploitation.  For 1997,
Company plans are an initial program of 2,400 meters of diamond drilling to test
the positive result found by the trenching and some road work required to assure
continued access for the drilling program.

The concession known as "Bochinche" was acquired during 1993 for Bs.  72,462,500
(US$  811,905),  and was paid  mainly  through  leasing a portion of land to the
prior owner for two years for Bs.  66,937,500 (US$ 750,000),  and Bs.  5,525,000
(US$ 61,905)  payable in three  installments.  As of December  31,  1995,  these
amounts are wholly amortized and belong to the income for leasing account in the
statement of income as of that date. 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
will reinitiate activity.

Concessions "El Progreso 4" and "El Progreso 5" were acquired for US $5,400,000.
This amount plus US$ 531,535, total exploration costs incurred will be amortized
as of 1997. The acquisition  contracts of these  concessions  establish that, in
case the evaluation of gold reserves of concessions are  unfavorable,  the owner
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  end  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.


<PAGE>

The Company is in the process of final negotiations for acquiring the concession
"Bochinche  4" to  CVG-Ferromentec  owned by the  Venezuelan  Government,  and a
decision is expected during 1997. Bochinche 4"has an extension of 2,500 hectares
surrounding "Bochinche", owned by the Company.

Note 5 - Other Assets:

Balances of other assets shown in the consolidated balance sheets as of December
31, are represented as follows:


                                                1996                1995
--------------------------------------         ------              -------
                                               (Expressed in US dollars)


Plant for future mineral
  exploitation                                 512,952             503,977
Other                                            2,725               3,958
-----                                          -------             -------
                                               515,677             507,935
                                               =======             =======


Note 6 - Long-term Accounts Payable:

Balances  corresponding  to  long-term  debt shown in the  consolidated  balance
sheets  as of December 31,  1996 and 1995  amounting  to US$  2,960,251  and US$
2,963,309,  respectively,  correspond to liabilities  assumed by the Company for
the acquisition of exploitation and exploration rights of the mining concessions
maintained by its subsidiaries (see Note 4).


Note 7 - Capital Stock:

During 1996, the following capital stock modifications were effected:

1.       Issuance of 2,092,572 common shares, which were paid as follows:

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

         US$  1,027,843  for the issuance of 1,950,000  shares of the  Company's
         common  stock paid by  different  shareholders  in cash during 1995 and
         1996.


<PAGE>

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

Capital stock activity during 1995 was as follows:

1.       Conversion of 1,236 preferential shares into 1,934,259 common shares.

2.       Issuance of 1,250,867 common shares, which were paid as follows:

         -   US$ 500,000 paid based on the agreement between the Company and the
             prior owner of Fortuna I, Inversiones Mengold (see Note 4).

         -   US$  564,693  for  subscribing  715,797  shares  paid by  different
             shareholders in cash.

         -   US$ 53,824,  through the issuance of 35,070  common  shares,  which
             were  paid  by  the  translation  of  the  debt  maintained  by its
             subsidiary,   Latinvan  Metal   Trading,   LTD.  with  the  company
             Transporte Conrado y Fumero, C.A. a)

Note 8 - 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:

         a)  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).

         b)  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).


<PAGE>

         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.

b)       Income Taxes-

         Current  tax  legislation   establishes  the  obligation  of  adjusting
         non-monetary assets and liabilities and initial shareholders' equity in
         order to recognize effects of inflation.  The net effect of the regular
         tax  inflation  adjustment  will be added or deducted  from taxable net
         income,  in order to  determine  the income  tax  expense of the fiscal
         year:

<TABLE>
<CAPTION>

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

                                                     Bs.
<S>                                               <C>                 <C>                  <C> 
Latinvan Metal Trading LTD                         23,637,370         1994                 1997

Latinvan Metal Trading LTD                        138,914,791         1995                 1998
Consorcio Minero Miamo, C.A.                          538,789         1995                 1998
A.G.D. Holding Inc. de Venezuela, C.A.              8,424,032         1995                 1998
                                                  -----------                                  
                                                  147,877,612
                                                  -----------

Latinvan Metal Trading LTD                         34,412,489         1996                 1998
A.G.D. Holding Inc. de Venezuela, C.A.             71,589,389         1996                 1998
                                                  -----------                                  
                                                  106,001,878
                                                  -----------
</TABLE>



         The  subsidiaries  are exempted from the fifty percent (50%) income tax
         of net income obtained for five years, starting from the fiscal year in
         which production begins.

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.


<PAGE>

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.

         b) As of December 31, 1996 and 1995,  the exchange  rate was Bs. 476.50
         and Bs. 290 to US$ 1, respectively.

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.