<SUBMISSION-INFORMATION-FILE>
<TYPE> 8-K
<DOCUMENT-COUNT> 1
<SROS> NONE
<FILER>
<CIK> 0001081751
<CCC> #MD7FUEK
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<PERIOD> 08/28/01
<DOCUMENT>
<TYPE> 8-K
<DESCRIPTION> Form 8-K
<TEXT>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 28, 2001
AMERICANA PUBLISHING, INC.
(Exact name of registrant as specified in charter)
Colorado 84-1453702
(State or other juris- (Commission (IRS Employer
diction of incorporation) file number) Idenrtification No.)
303 San Mateo NE, Suite 104A, Albuquerque, New Mexico 87108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (505)265-6121
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 18, 2001 Americana Publishing, Inc. (the "Registrant") entered into an
agreement with Corporate Media Group, Inc., a closely held Tennessee corporation
("CMG"), and Mr. Richard Durand and Ms. Susan Durand, the sole shareholders of
CMG, to purchase all of the issued and outstanding stock of CMG. The Registrant
issued a press release on July 18, 2001 describing the acquisition, a copy of
which is attached hereto as Exhibit 99. CMG is engaged in the business of
duplicating video tapes and recording and duplicating audio tapes. As
consideration for the transfer of the CMG stock, the Registrant has issued to
Mr. Durand and Ms. Durand a total of 772,000 shares of its restricted common
stock, valued at $0.50 per share. The business of CMG was valued at $386,000
after the performance of due diligence by the Registrant and the dedcution of
CMG's outstanding liabilities from assets as of June 30, 2001. On August 28,
2001 Articles of Exhcnage were filed with the Secretary of State for the State
of Colorado and on July 20, 2001 Articles of Exchange were filed with the
Secretary of State for the State of Tennessee.
In acquiring the stock in CMG, the Registrant acquired a building, furniture and
fixtures, office equipment and vehicles. These assets were used in CMG's
business, and the Registrant intends to continue using the assets in the
business.
Statements included herein that are not historical in nature are intended to be,
and are hereby identified as, "forward-looking statements" for purposes of the
safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements are based on current expectations,
estimates and projections about the Registrant's industry, management's beliefs
and certain assumptions made by management. Such information includes, without
limitation, discussions as to estimates, expectations, beliefs, plans,
strategies and objectives concerning the Registrant's future financial and
operating performance.
These statements are not guarantees of future performance and are subject to
certain risks, uncertainities and assumptions that are difficult to predict.
Therefore, actual results may differ materially from those expressed or forecast
in such forward-looking statements. Such risks and uncertainties include,
without limitation, the Registrant's ability to maintain or increase
productivity levels, local and national economic and market conditions, the
Registrant's ability to maintain market share, pricing pressures and demand for
the Registrant's products, and the Registrant's ability to successfully
integrate the newly acquired business into its operations. Additional
information concerning some of the factors that could cause materially different
results is included in the Registrant's reports of Forms 10-KSB and 10-QSB filed
with the Securities and Exchange Commission. Such reports are available from the
Securities and Exchange Commissions's public reference facilities and its
Internet website.
ITEM 5. OTHER EVENTS
Attached hereto as Exhibit 99, is the Company's press release, dated July 18,
2001, relating to the Company's announcement of a purchase agreement of
Corporate Media Group, Inc. and Visual Energy Studios.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Corporate Media Group, Inc. will be filed in
accordance with the accounting rules.
(b) Pro forma financial information will be filed in accordance with the
accounting rules.
(c) Exhibits
Exhibit 2. Plan of Share Exchange
Exhibit 99. Press Release issued on July 18, 2001 regarding the
acquisition.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICANA PUBLISHING, INC.
(Registrant)
Dated: September 13, 2001 /s/ George Lovato, Jr.
---------------------------------
George Lovato, Jr.
President, Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
---------------- -------------
2 Plan of Share Exchange
99 Press Release dated July 18, 2001 regarding the acquisition
Exhibit 2
In accordance with the provisions of 7-111-105, CSA, these Articles of Share
Exchange are filed by Americana Publishing, Inc., the acquiring corporation, and
would show as follows:
(a) The plan of share exchange by and between Americana Publishing,
Inc., a Colorado for profit corporation, and Corporate Media Group, Inc., a
Tennessee for profit corporation, is attached hereto as Exhibit "A" and
incorporated herein by reference as if fully set out at length.
(b) Shareholder approval of Americana Publishing, Inc., in accordance
with provisions of 7-111-103, CSA, is not required.
(c) Shareholder approval by the shareholders of Corporate Media Group,
Inc. was required and the number of votes cast for the plan by each voting
group entitled to vote separately on the share exchange was sufficient for
approval by that voting group.
(d) The share exchange is not being effected pursuant to section
7-111-104.
(e) The share exchange will take effect upon the 27th day of July,
2001.
Signed this 25th day of July, 2001.
AMERICANA PUBLISHING, INC. CORPORATE MEDIA GROUP, INC.
by: /s/ George Lovato, Jr. by: /s/ Richard D. Durand
------------------------------ -----------------------------
George Lovato, Jr., CEO/Chairman Richard D. Durnad, President
Exhibit 99
PRESS RELEASE
FOR IMMEDIATE RELEASE Contact: George Lovato, Jr.
george@americanabooks.com
July 18, 2001 1-888-883-8203
AMERICANA PUBLISHING, INC. COMPLETES THE PURCHASE OF
CORPORATE MEDIA GROUP, INC. AND VISUAL ENERGY STUDIOS
ALBUQUERQUE - Americana Publishing, Inc., a vertically integrated multi-media
company (OTCBB:APBH.OB) announced today that at 5:00 p.m. Eastern Standard Time,
July 16, 2001 that it fully executed the purchase of Corporate Media Group, Inc.
and Visual Energy Studios. This stock for stock transaction is estimated to
positively affect the consolidated balance sheet of Americana Publishing, Inc.
and its acquired companies by at a minimum increased equity by $1.5 million. The
combined market value of the consolidated companies is expected to equal over
$8.5 million in sales producing assets by December 31, 2001.
Rick Durand, President and CEO of Corporate Media Group, Inc. stated, "The
acquisition has greatly strengthened our position in the market place. Our
current client base was enthusiastic about our future growth potential in the
industry."
Jim Oliver, Vice President of Sales for Corporate Media Group, Inc. said, "
Publishers of intellectual properties and entertainment products now have a
single resource for all aspects of their operational requirements from creative
development, manufacturing, marketing, e-commerce and distribution services.
This vast array of services are now available through a single source."
George Lovato, Jr., Chairman of the Board of Americana Publishing, Inc. stated,
"We see the management of Corporate Media Group, Inc. and Visual Energy Studios
as real assets to the company as a whole and we look forward to this acquisition
truly adding shareholder value long term."
This press release consists of forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Those statements include statements
regarding the intent, belief or current expectations of the Company and its
management. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve a number of
risks and uncertainties, and actual results could differ materially from those
indicated by such forward-looking statements. The Company assumes no obligation
to update the information contained in this press release, whether as a result
of new information, future events or otherwise.