SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSBA
(Mark One)
/x/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________ to _________________
Commission file number 33-4844-D
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AMERICANA GOLD & DIAMOND HOLDINGS, INC.
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(Name of small business issuer in its charter)
Delaware 84-1023321
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(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
Calle Los Laboratorios, Torre Beta,
Piso 2, Ofic. 208, Los Ruices, Caracas 1071, Venezuela 1071
(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (011)-(582) 238-2332 -
Fax: (011)-(582) 239-8429
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes /x/ No / /.
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSBA or any amendment to this Form 10-KSBA. [ ]
State issuer's revenues for its most recent year. $23,903
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the voting stock as
sold, or the average bid and asked prices of such stock, as of March 1, 1998.
(See definition of affiliate in Rule 12b-2 of the Exchange Act). $5,800,781
Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
Indicate the number of shares outstanding of the Issuer's Common Stock,
as of the latest practicable date: At March 1, 1998, there was outstanding
12,692,682 shares of the Issuer's Common Stock, $.001 par value.
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Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a) of
the Exchange Act.
The following table sets forth the ages and names of the Directors and
executive officers of the Company.
Year Elected to the
Name Age Board of Directors
- ---- --- ------------------
Carlos Hausmann..................... 58 1993
Henry Bloch......................... 52 1993
David Zrihen........................ 56 1993
David Bassan........................ 40 1993
Jose Pereira ..................... 61 1993
Tomaz Klingberg..................... 51 1993
Alberto Cohen....................... 64 1993
Clement W. Cohen.................... 50 1996
Gerald L. Sneddon................... 66 1997
Carlos Hausmann. Mr. Hausmann has served as the President, Chief
Executive Officer and as a Director of the Company since February 8, 1993. Mr.
Hausmann was President (from 1968 to 1988), and founder of, Wilson Athletics of
Venezuela, a leading supplier of clothing and licensee for Jockey, Carter's,
Catalina, Jantzen and Horn Products. Mr. Hausmann is President of Paris
Croissant C.A., Sensormatic de Venezuela, a security company, and Chairman of
Inversiones Carev, S.A., a supplier of goods and services to the Venezuelan
Armed Forces and he is a Director of numerous other companies.
Henry Bloch has served as the Chief Financial Officer and as a
Vice President and Director of the Company since February 8, 1993. Mr. Bloch
attended the University of Maryland and graduated from New York University in
1967 with a business degree. Mr. Bloch has been a financial advisor with
Fahnestock & Co., Inc. for at least the past five years. Mr. Bloch's business
experience includes President of a uniform factory, editor and publisher of a
weekly tourism magazine.
David Zrihen. Mr. Zrihen has served as a Vice President,
Treasurer and Director of the Company since February 8, 1993. Mr. Zrihen has
significant business experience in the Import-Export business and has been the
trade representative for such products as Remington, Pollenex, Teledyne, Clairol
and Vidal Sassoon for more than the past five years.
David Bassan has served as Vice President, Controller and as a
Director of the Company since February 8, 1993. Mr. Bassan has been associated
with several entities for more than
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the past five years as follows: Mr. Bassan currently serves as a Director of
Group Equipo 18 (a real estate company), Hoteles Karibik C.A. (a hotel operation
company), Multinvest (a stock brokerage company) and Camara Inmobiliaria de
Venezuela (a non-profit organization for the promotion of real estate
development).
Jose Pereira has served as either Vice President of Strategic
Planning and/or General Manager of the Company, and as a Director since February
8, 1993. Prior thereto Mr. Pereira served as a Brigadier General for the
Venezuelan Air Force for more than the past five years. During his military
career, Mr. Pereira held many senior positions of responsibility and led many
procurement programs. He received a B.S. in Mechanical Engineering from the
University of Denver in Colorado and has an M.S. Logistic Management from the
A.F.I.T of WPAFB, Dayton, Ohio.
Tomaz J. Klingberg has served as a Vice President and a Director
of the Company since February 8, 1993. Mr. Klingberg has been an Economist at
the University Central de Venezuela for more than the past five years. Mr.
Klingberg has been a business consultant since 1980 and he serves as a Director
for various privately held businesses.
Alberto Cohen has served as a Vice President and Director of the
Company since February 8, 1993. Mr. Cohen has been President of a textile
manufacturer and also a construction company for more than the past five years.
Clement W. Cohen has served as Vice President and General Manager
of Leon Cohen C.A., a leading Department Store in Venezuela since 1972. For the
past five years, Mr. Cohen has also been President of Suministros Zamora Cohen,
an importer and wholesaler of medical supplies. Mr. Cohen is also president of
LECO C.A., a company in the real estate business.
Gerald L. Sneddon currently serves on the Board of Directors of
Francisco Gold Corp. and Gold Standard Inc. and currently has operational
responsibilities for Francisco Gold Corp. Mr. Sneddon has an extensive
background in the mining industry. For more than five years prior to 1996, Mr.
Sneddon was employed in various capacities at the MK Gold Company of Boise,
Idaho, most recently as Executive Vice President. Mr. Sneddon received a B.S. in
Engineering from Montana State University and has been employed by such
companies as Kaiser Steel Corporation.
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Item 10. EXECUTIVE COMPENSATION.
Officers Compensation
No officer of the Company was paid salary and bonus exceeding $100,000
with respect to the year ended December 31, 1997. The total cash compensation
paid to officers of the Company in the year ended, December 31, 1997 was
$26,400. Mr. Carlos Hausmann, the President and Chief Executive Officer of the
Company (the "Named Executive Officer") did not receive any cash from the
Company in connection with his duties as the principal executive officer of the
Company.
Directors Compensation
Directors of the Company were entitled to receive in the aggregate
$180,000, for services rendered during 1997. No Director has received such
compensation.
Board of Directors Interlocks and Insider Participation
The Board of Directors has no compensation committee. See "Certain
Relationships and Related Transactions for transactions between the Company and
its executive officers or directors."
Item 11. Security Ownership of Certain Beneficial Owners
and Management.
The following table sets forth information concerning ownership of the
Company's Common Stock, as of April 1, 1997, by each person known by the Company
to be the beneficial owner of more than five percent of the Common Stock, each
director, each nominee for Director each executive officer as defined in Item
402(a)(3) of Regulation S-KSB and by all directors and executive officers of the
Company as a group. Unless otherwise indicated, the address for five percent
stockholders, directors and executive officers of the Company is Calle Los
Laboratorios, Torre Beta, Piso 2, Ofic. 208, Urb. Los Ruices, Caracas 1071,
Venezuela.
Name and Address Shares Percentage
of Beneficial Owner Beneficially Owned(1) of Class
- ------------------- --------------------- --------
Carlos Hausmann 1,050,090(2) 8.3%
Henry Bloch 580,836(3) 4.6%
David Zrihen 333,236 2.6%
David Bassan 200,353 1.6%
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Name and Address Shares Percentage
of Beneficial Owner Beneficially Owned(1) of Class
- ------------------- --------------------- --------
Jose Pereira 305,982 2.4%
Tomaz Klingberg 338,332(4) 2.7%
Alberto Cohen 268,602(5) 2.1%
Gerald L. Sneddon - -
Clement W. Cohen 334,004 2.8%
All directors and 3,411,435(2)(3)(4)(5) 26.9%
executive officers as a
group (9 persons)
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities.
(2) Includes 322,156 shares of Common Stock held by an entity controlled by
Mr. Hausmann. Mr. Hausmann disclaims beneficial ownership of such
shares.
(3) Includes 106,762 shares of Common Stock held by an entity controlled by
Mr. Bloch. Mr. Bloch disclaims beneficial ownership of such shares.
(4) Includes 59,094 shares of Common Stock held by an entity controlled by
Mr. Klingberg. Mr. Klingberg disclaims beneficial ownership of such
shares.
(5) Includes 95,961 shares of Common Stock held by an entity controlled by
Mr. Cohen. Mr. Cohen disclaims beneficial ownership of such shares.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
From time to time certain officers and directors of the Company
have purchased Common Stock from the Company in Foreign Private Placements. In
1996 and 1997, no officer or director paid $60,000 or more for such Common
Stock.
In December 1996, Henry Bloch, an officer and director of the
Company received 100,000 shares of Common Stock in consideration of certain
consulting services.
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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 27th day of April, 1998.
AMERICANA GOLD & DIAMOND HOLDINGS,
INC.
By: /s/ Henry Bloch
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Henry Bloch, Chief Financial
Officer and Vice President
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