<SUBMISSION-INFORMATION-FILE>
<TYPE> 10QSB
<DOCUMENT-COUNT> 1
<SROS> NONE
<FILER>
<CIK> 0001081751
<CCC> #MD7FUEK
</FILER>
<PERIOD> 09/30/01
<DOCUMENT>
<TYPE> 10QSB
<DESCRIPTION> Form 10QSB
<TEXT>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 2001
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
Commission file number
AMERICANA PUBLISHING, INC.
---------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1453702
------------ --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
303 SAN MATEO NE, SUITE 104A, ALBUQUERQUE, NM 87108
---------------------------------------------------
(Address of principal executive offices)
505-265-6121
(Issuer's telephone number)
--------------------------------------------------------------------------------
(Former name, former address, and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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 .
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes_____. No_____.
APPLICABLE ONLY TO CORPORATE ISSUERS
As of September 30, 2001, there were 12,827,396 shares of common stock
outstanding.
Transitional Small Business Disclosure Format (Check one): Yes_____. No_____.
<PAGE>
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets
December 31, 2000 (Audited) and
September 30, 2001 (Unaudited) 3
Condensed Statement of Income (Loss)
Three months ended September 30, 2001
and 2000 4
Condensed Statements of Cash Flows
Three months ended September 30, 2001
and 2000 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-9
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Americana Publishing, Inc.
Condensed (Unaudited)Balance Sheet
For Periods Ending
(Unaudited)
September 30, December 31,
2001 2000
Assets
Cash $ 178,820 $ 50,027
Accounts Receivable 1,004,657 24,837
Factor Reserve (690,412) -
Inventory 615,417 20,237
Other Assets 29,996 56,496
----------- -------------
Total Current Assets $1,138,486 $ 151,597
----------- -------------
Fixed Assets $5,171,036 $ 667,301
Accumulated Depreciation (1,542,112) (92,399)
----------- -------------
Total Fixed Assets $3,628,924 $ 574,902
----------- -------------
Total Assets $4,767,410 $ 726,499
=========== =============
Liabilities & Equity
Current Liabilities
Accounts Payables $2,595,362 $ 71,274
Taxes Payable 26,554 -
Accrued Liabilities 29,200 -
Notes Payable 963,738 -
----------- -------------
Total Current Liabilities 3,614,852 71,274
----------- -------------
Stockholders Equity
Preferred Stock 20,000,000 Shares
No Par Value, Authorized, None Issued
Common stock 100,000,000 Shares Authorized
$.001 Par Value 7,812,396 & 12,827,396
Issued and outstanding for December 31,
2000 and September 30, 2001, respectively 12,827 7,822
Paid-In Capital 7,660,924 5,122,225
Accumulated Deficit (6,521,193) (4,474,822)
---------- ----------
Stockholders Equity $4,767,410 $ 726,499
============ =============
See Accompanying Notes to Financial Statements.
3
<PAGE>
Americana Publishing, Inc.
Condensed Consolidated Statement of Income (Loss)
(Unaudited)
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2001 2000 2001 2000
---- ---- ---- ----
Revenues
Sales $1,665,106 40,658 $1,501,102 $ 10,931
Cost of Goods Sold 1,131,163 11,292 1,088,852 3,040
---------- --------- ---------- ---------
Gross Profit $ 533,943 29,369 $ 412,277 $ 7,891
General and Administration Expense
Compensation Exense 708,113 1,872,931 286,144 521,690
Depreciation Expense 201,892 33,217 140,090 16,392
Administration Expense 574,277 473,454 313,895 206,320
---------- --------- ---------- ---------
Total Operating Expense $1,484,282 2,379,602 $ 740,129 $ 744,402
Other Income (Expense)
Interest (Income) Expense 10,717 - 10,846 -
Non-Operating Income (391,301) - (391,301) -
----------- --------- ---------- ---------
Total Other Income(Expense) $ (380,584) - $ (380,455) $ -
----------- --------- ---------- ---------
Net Income (Loss) $ (569,755) (2,350,233) $ 52,603 ( 736,511)
=========== ========= ========== =========
Weighted Average Shares Outstanding 12,493,473 4,634,208 12,613,080 797,979
Basic and Diluted Earnings
per Share (0.05) (0.51) (0.00) (0.13)
See Accompanying Notes to Financial Statements.
4
<PAGE>
Americana Publishing, Inc.
Condensed Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended Nine Months Ended
September 30, 2001 Septenber 30, 2000
-------------------- --------------------
Cash Flows From Operating Activities:
Net Loss $(569,755) $(2,350,233)
Adjustments to Reconcile Net Income(Loss)
To Net Cash Provided by Operating
Activities:
Depreciation 201,892 33,217
Capital Transactions 417,159 2,186,484
(Increase)Decrease in Accounts Receivable (21,522) (6,815)
(Increase)Decrease in Prepaids 26,500 (73,319)
Increase (Decrease) in Accounts Payable
and Accrued Liabilities 145,191 42,107
Increase (Decrease) in Inventory (222,721) (28,093)
------------ -------
Total Adjustments 546,499 2,243,580
------------ -------
Net Cash Used by Operating Activities (23,256) (106,653)
Cash Flows From Financing Activities:
Proceeds From Sale of Common Stock 155,000 310,000
Proceeds from Note Payable 60,000
------------ ------
Net Cash Provided by Financing 215,000 310,000
Cash Flows From Investing Activities:
Purchase of Property and Equipment (32,943) (210,000)
------------ -------
Net Cash Used in Investing Activities (32,943) (303,546)
Net Increase (Decrease) in Cash 158,801 (200,199)
Cash and Cash Equivalents at
Beginning of Period 20,027 308,376
------------ -------
Cash and Cash Equivalents at
End of Period $ 178,828 $ 108,177
============ ================
See Accompanying Notes to Financial Statements.
5
<PAGE>
AMERICANA PUBLISHING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. Basis of Presentation
The unaudited internal condensed consolidated financial statements and related
notes have been prepared by Americana Publishing, Inc. (the
“Company”), and not subject to an audit pursuant to the rules and
regulations of the Securities and Exchange Commission. In addition the Company
recently acquired Corporate Media Group, Inc. and Visual Energy Studios
(collectively "CMG"). Securities and Exchange Commission guidelines require the
Company to disclose two years financial statements for the years ending December
31, 2001 and 2000 as well as nine month financial statements for the period
September 30, 2001 which have been subject to an independent accountants annual
audio procedures and interim review procedures, respectively. The Company has
engaged an independent accountant to perform such audio and review services
however currently this work has not been completed. Therefore the information
presented in this Form 10Q in its entirety has not been subject to any
independent accountant review and could contain material errors that may be
discovered during such audit and review procedures. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and
cash flows at June 30, 2001 and for all periods presented, have been made.
Certain reclassifications have been made to the prior year to conform with the
current years presentation.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these condensed financial statements be
read in conjunction with the Company´s audited financial statements and
notes thereto for the fiscal year ended December 31, 2000. The results of
operations for the three and six months ended June 30, 2001 are not necessarily
indicative of the operating results for the full year.
NOTE 2. Liquidity
The Company has historically financed its operations through the sale of common
stock. Since inception the Company has raised $ million in equity capital. The
proceeds were used for start-up activities including website development as well
as other start-up activities. In July 2001 the Company acquired CMG (see note ).
As part of this acquisiiton the Company assumed certain liabilities of CMG. On a
consolidated basis the Company is currently not covering monthly operating
expenses and has been required to manage working capital to continue operations.
As of September 30, 2001 the Company has negative working capital, and is
required to obtain additional capital or refinance substantial current
obligations to continue as a going concern. Management is currently in
negociations to obtain additional financing however at this time no assurance
can be given that this refinancing will be successful.
The Company will require future financing in various forms. The Company proposes
to finance working capital timing differences with an asset-based line of
credit. Capital improvements should be financed by intermediate-term debt. The
Company is not in possession of any commercial bank commitment letters or a
letter of intent from a capable underwriter at this time.
Note 3. Common Stock
During the first nine months of 2001 the Company issued 3,535,000 shares of
common stock to various employees and consultants. The fair value of this stock
was booked as compensation expense and consulting expense.
During the first nine months of 2001 the Company sold 600,000 of common shares
for $155,000 under regulation 4(2). Regulation 4(2) provides for the sale of
restricted shares of common stock without the preparation of a prospectus. The
share offered in the six months cannot be sold for a period of one year.
Note 4. Acquisition
In July of 2001 the Company purchased by the issuance of 722,000 shares
Corporate Media Group, Inc. and Visual Energy Studios ("CMG"). CMG provides an
array of services which includes storage, and marketing. CMG provides these
services and credit to various customers throughout the nation. In addition,
148,000 shares were issued to CMG vendors or employees for services rendered.
The acquisition of CMG was accounted for under the purchase method of
accounting. The results of CMG have been presented in the financial statements
beginning July 16, 2001 through September 30, 2001. Below is a summary of a
proforma basis had CMG been acquired on January 1, 2001 and January 1, 2000.
Nine Months Ending September 30, 2001
Proforma assuming a January 1, 2001 Acquisition Date
Americana CMG Combined
--------- ------- --------
Revenues $175,623 $4,561,630 $4,798,335
Cost of Goods Sold 61,082 4,035,423 4,096,505
Operating Expenses 959,187 1,276,486 2,225,673
Other (Income) Expens 159 (363,964) (364,123)
Net Income (Loss) (783,405) (386,318) (1,169,720)
Year Ending December 31, 2001
Proforma Assuming a January 1, 2000 Acquisition Date
Americana CMG Combined
--------- ------- --------
Revenues $ 56,727 $11,454,397 $11,511,124
Cost of Goods Sold 47,781 9,812,669 9,869,450
Operating Expenses 2,306,330 2,833,709 5,140,039
Other (Income) Expens 11,166 6,714 17,880
Net Income (Loss) (2,238,437) (1,379,971) (3,618,308)
There is no contingent payment commitment required to the acquisition.
Below is a summary are significant balance sheet items assumed by the Company at
the time of the acquisition.
Accounts Receivable
CMG considers all accounts receivable to be fully collectible at September 30,
2001.
Debt
Debt at September 30, 2001 consisted of the following:
Notes payable to Catapiller Finance in monthly
installments if $638 at 9.25% final payment
due August 2004 collateralized by equipment 19,752
Note payable to Amsouth in monthly payments of $
532 at 9.95% final payment due August 2002
collateralized by equipment 11,544
Note payable on a 2001 Yukon final payment due
September 2004 collateralized by vehicle 47,181
--------
$78,477
Line of Credit
CMG has a line of credit agreement with a bank. The line of credit expired April
1, 2001, and is being renewed on a month to month basis. It is secured by
inventory and accounts receivable and at September 30, 2001 had a balance of
$226,474.
Transactions with Related Parties
CMG leases its building from officers of the Company. The lease is a
month-to-month arrangement with a current montly payment of $23,000.
Leases
CMG leases part of its equipment under capital leases and all of its operating
facilities under an operating lease.
The economic substance of the capital leases is that the Company is financing
the acquisition of the assets through the leases over their terms, and
accordingly, they are reflected in the Company's assets and liabilities. The
following is an analysis of the book value of the leased assets included in
equipment at September 30, 2001:
Cost 665,493
Accumlated Depreciation 231,200
-------
434,293
The following is a schedule by years of future minimum lease payments required
under the capital leases and noncancelable operating leases at September 30,
2001.
Capital Noncancelable
Leases Operating Leases
------- ----------------
Year Ending December 31,
2001 189,150 36,141
2002 189,150 35,849
2003 137,453 25,048
2004 74,651 1,282
2005 0 0
------- ------
590,404 98,320
Amounts representing ======
interest 80,212
-------
Present value of net
minimum lease
payments 510,192
=======
Note 5. Other Non-Operating Income
For the quarter ending September 30, 2001, the Company through its subsidiary
CMG has $391,301 in other non-operating. This non-operating income was
attributable to a $175,000 gain on the settlement of an accounts payable balance
and $216,301 income tax refund received and realized in late July of 2001.
6
<PAGE>
Note 6. Americana Publishing, Inc.
In the third quarter of 2001 the Company issued two note payables one for
$10,000 and the other for $50,000 to stockholders at a interest rate of 30%.
Note is due September 2002.
Note 7. Non-Cash Transactions
Summary of non-cash transaction for the periods ending September 30, 2001 and
2000.
September 30, 2001 September 30, 2000
------------------ ------------------
Acquisition of CMG with
common stock
Working Capital $(1,760,681) $ -
Property, Plant and
Equipment 3,201,172 -
Note Payable 1,130,539 -
Other Non-Cash Transactions
Property , Plant and
Equipment Exchanged for common stock $ 100,000
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
GENERAL
All phases of the Company's operations are subject to influences outside of the
Company's control. Any one, or a combination, of these factors could materially
affect the results of the Company's operations. These factors include
competition pressures, inflation, trade restrictions, interest rate fluctuations
and other capital market conditions, weather, future and options trading or
paper commodities, and the availability of natural resources and services from
other sources. Forward-looking statements are made by or on behalf of the
Company's knowledge of its business and the environment in which it operates,
but because of the factors listed above, as well as other environmental factors
over which the Company has no control, actual results may differ from those in
the forward-looking statements. Consequently, all of the forward-looking
statements made are qualified in their entirety by these cautionary statements
and there can be no assurance that the actual results or developments
anticipated by the Company will be realized, or even if substantially realized,
that they will have the expected effect on the business and/or operations of the
Company.
The Company recently acquired Corporate Media Group, Inc. and Visual Energy
Studios (collectively "CMG"). Securities and Exchange Commission guidelines
require the Company to disclose two years financial statements of CMG for the
years ending December 31, 2001 and 2000 as well as nine month financial
statements for the period September 30, 2001 which have been subject to an
independent accountants annual audit procedures and interim review procedures,
respectively. The Company has engaged an independent accountant to perform such
audit and review services however currently this work has not been completed.
Therefore the information presented in this Form 10Q in its entirety has not
been subject to any independent accountant review and could contain material
errors that may be discovered during such audit and review procedures
The Company currently has limited internal and external sources of liquidity. At
this time, the Company has no material commitment for capital expenditures.
There are no known trends, events or uncertainties that are expected to have a
material impact on the net sales and income from continuing operations.
Americana Publishing is not subject to seasonal aspects.
Site Development
During the third quarter, 2001, an analysis was performed of the existing code.
It was determined that the existing code-base was causing intermittent errors. A
determination was made to rebuild the entire website and database. It was
further determined that a restructuring of the code to permit Ingram Book Co.,
Inc., to automatically receive a copy of each order placed. The rebuilding of
the website and database and the restructuring of the Ingram order code are
scheduled for completion during the fourth quarter, 2001.
Audio Book Development
Americana has purchased the audio production rights to over one hundred (100)
books. In cooperation with John Wagner Studios, Americana has produced forty
(40) audio titles in 2000 and has produced 20 new titles for the year 2001 in
preparation for sale to some 17,000 retail stores, 3,000 libraries and dozens of
wholesale distributors throughout the United States. Sales of audio books on
hand was continued through the third quarter. The total amount of in invoiced
sales has been achieved to date. All one hundred (100) titles are available for
sale as a download from the americanabooks.com website in addition to sales of
audiotapes. Additionally, in an effort to increase sales, a catalog of audio
books was completed and are continuously mailed to potential wholesale book
buyers, bookstores and libraries. It is anticipated that audio book production
will continue in the year 2001 to produce a total of twenty-five (25) new audio
book titles for the calendar year 2001.
Americana received the 2001 Audie Award from the Audio Publishers Association as
the best "New Audio Book Publisher" among its 200-member trade group.
As of July 16, 2001, Americana purchased Corporate Media Group, Inc. and Visual
Energy Studios. Corporate Media Group, Inc. is a media service company dedicated
to providing duplication, replication of CD's and VHS tapes and media packaging,
distribution and fulfillment services to a wide range of clients. Since the
acquisition, Corporate Media Group, Inc. produced a total of $1,428,401 in
sales. Corporate Media Group, Inc. is a wholly owned subsidiary of Americana.
Visual Energy Studios is a pre and postproduction audio and video recording
facility. If currently operates as a business unit of Corporate Media Group,
Inc. The facility currently located in Knoxville Tennessee serves a wide variety
of customers. Visual Energy Studios is a business unit of Corporate Media, Inc.
Both Corporate Media Group, Inc. and Visual Energy Studios provide services to
Americana as part of its vertically integrated publishing plan.
On a consolidated unaudited basis, Americana's publishing operation combined for
the nine months ended September 30, 2001 with Corporate Media Group, Inc. and
Visual Energy Studios sales produced $52,603 in earnings on $1,665,106 in total
sales.
Liquidity and Capital Resources
In July 2001 the Company acquired CMG (see note 4). As part of this acquisition
the Company assumed certain liabilities of CMG. On a consolidated bases the
Company is currently not covering monthly operating expenses and has been
required to manage working capital to continue operations. As of September 30,
2001 the Company has a negative working capital of $2,506,364 and is required to
obtain additional capital and refinance substantial current obligations to
continue as a going concern. Management is currently in negociations to obtain
additional refinancing however at this time no assurance can be given that this
refinancing will be successful.
The Company has achieved $1,665,106 in billed sales for the period July 1, 2001
through September 30, 2001.
The Company proposes to utilize the common stock to acquire other sponsored book
publishing companies and other business enterprises. Therefore, active trading
of the stock will be important to the principals of the target companies.
Americana is very dependent on the active trading of its stock. Currently the
Company's stock has not been actively traded. The Company plans on using the
stock to acquire publishing companies and other enterprises that benefit growth.
If the stock continues to trade flatly, the ability of Americana to acquire
these companies would be seriously jeopardized. The Company is currently
attempting to refinance Corporate Media Group, Inc.'s equipment in order to
consolidate some current liabilities through a long-term loan of between
$600,000-800,000. Further, the Company is attempting to raise capital through a
unit equity offering, which could raise $262,250 and potentially with warrants
an additional $800,000. Without financing, it would be difficult to cover
working capital requirements and future capital expenditures. No assurance can
be given that the stock will be actively traded or that Americana will be able
to complete these financings.
Capital Expenditure
During the third quarter of 2001, Americana made approximately $33,000 in
capital expenditures. The expenditures were for audio equipment, computer
equipment, computer software, and furnishings.
Acquisition
As part of the "Integrated Publishing Plan" the Company anticipates it will
acquire small sponsored book publishing companies and list their book titles on
its website as well as list book titles not owned by Americana or any of its
subsidiaries, that complement and enhance the consumer appeal of the catalogue
overall. These enterprises will account for the majority of revenue of the
Company in the future. The Company has identified hundreds of potential targets.
These acquisitions will be transacted with the use of the Company's common
stock. As of April 15, 2000, Americana had received 12 communications from
various quality publishing enterprises that had expressed interest in a
potential sale transaction. Americana has been actively evaluating these
businesses and has issued three letters of intent. These letters of intent
indicate to the interested party that Americana is interested in pursuing
negotiations and entering into a formal purchase and sale agreement. As of
December 15, 2000, negotiations had been completed and a definitive Purchase and
Sale of Assets had been agreed upon with Hollis Books, LLC. This acquisition was
completed during the first quarter of the calendar year 2001.
Further, negotiations were initiated during the first quarter 2001 to purchase
selected assets of Trine Publishing, Inc. The sale and purchase of the Trine
Publishing assets was completed during the first quarter 2001.
The Company began negotiations in May 2001 to acquire by purchase a privately
held company located in Chattanooga, Tennessee, engaged in the business of
duplicating video and audiotapes on a contract basis. Negotiations were
successful and a definitive agreement for Americana Publishing, Inc., to
purchase all of the outstanding shares of Corporate Media Group, Inc., was
executed by both parties on July 16, 2001. All documentation was prepared
relating to the share purchase and Articles of Exchange were filed with the
Secretary of State of the State of Colorado finalizing the transaction on August
28, 2001.
The Company additionally intends to acquire a heat set web press company and
book binding company. The Company is in negotiation with three potential
candidates. These enterprises will continue to complete the vertically integrate
production and control of quality audio books as well as re-print books for its
family of over 100 publishers now supplying books through americanabooks.com.
The Company currently has upgraded its existing recording studio to accommodate
digital equipment. This currently serves as an additional facility to record
audio books. The Company also has access to Visual Energy Studios and is
actively utilizing their capabilities and facilities.
Results of Operations
Results of operations for the three months ending September 30, 2001 as compared
to the same period 2000.
Revenue increased to $1,501,102 for the three months ending September 30, 201 as
compared to $10,931 the comparable period of 2000. Approximately $1,428,000 was
related to CMG and $62,000 was due to increases in audio book sales.
Cost of goods sold increased to $1,088,852 for the nine month period ending
September 30, 2001 as compared to $3,040 for the comparable period of 2000.
Approximately $1,070,000 of the increase was due to the CMG acquisition and
approximately $15,812 was due to increase in audio book sales mentioned above.
Compensation expense increased to $286,144 for the nine months ending September
30, 2001 as compared to $521,690 for the same period of 2000. A decrease of
$422,281 for compensation expense of prior to the acquisition of CMG was due to
stock compensation being reduced due to a decrease in the Company stock price.
CMG's compensation expense was $186,735 since the acquisition.
Administration expense decreased to $313,895 for the nine months ending
September 30, 2001 compared to $206,320. The pre-acquisition decrease of $65,012
was caused primarly by the Company's cost redution effort, which began in
January 2001. This decrease was offset by $172,589 increase as a reslut of the
acquisiton of CMG.
Other income (expense) increased to $380,455 for the nine months ending
September 30, 2001 as compared to an expense of $656 during the period of 2000.
The increase was primarly due to $175,000 of an foregiveness to accounts payable
$216,301 in realized in returns. The combined offset was a result of interset
expense.
Year to Date Ended September 30, 2001 Compared to Year to Date Ended September
30, 2000
Revenues increased to $1,665,106 for the nine months ending September 30, 2001
as compared to $40,658 for the comparable period of 2000. Approximately
$1,428,000 was due to the CMG acquisition and approximately $236,000 was due to
increas in audio book sales.
Cost of goods sold increased to $1,131,163 for the nine month period ending
September 30, 2001 as compared to $11,292 for the comparable period
approximately $1,070,000 was due to the CMG acquisition and approximately
$50,000 was due to increased audio book sales mentioned above.
Compensation expense decreased to $708, 113 for the nine months ending September
30, 2001 as compared to $1,872,931 for the same period of 2000. A decrease of
$1,351,553 for compensation expense $1,872,931 prior to the acquisition of CMG
was due to stock compensation being reduced by a decrease in the Company stock
price. CMG's compensation expense was $186,735 since the acquisition.
Administration expense decreased to $574,277 for the nine months ending
September 30, 2001 compared to $473,454. The pre-acquisition decrease of
$71,766 was eliminated by the Company's cost reduction effort which began in
January 2001. This decrease was offset by $172,589 increase as a result of the
acquisition of CMG.
Other income(expense) increased to $380,584 for the nine months ending September
30, 2001 as compared to an expense of $0 in the same period of 2000. The
increase was primarily due to $175,000 of an forgiveness of accounts payable and
$216,301 increased federal tax refunds the remaining offset was a result of
interest expense.
Part II. Other Information
Item 1. Legal Proceedings - During the first quarter of 2001, Americana
Publishing, Inc., filed suit for breach of contract against its former
securities counsel, Mr. Raul Rodriguez, to recover 50,000 shares of Rule 144
stock, which had been issued to Mr. Rodriguez in 1999 as a fee for his
representation of the Corporation in SEC matters. As a result of Mr. Rodriguez
actions, Americana Publishing, Inc, has filed suit to recover the stock
remaining in Mr. Rodriguez possession in addition to any profits which he
attained through the sale of the stock. The suit is still in progress in the
United States District Court for the District of New Mexico.
Item 2. Changes in Security - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with 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)
By: /s/ George Lovato, Jr.
-----------------------------------
Date: November 19, 2001 George Lovato, Jr., CEO/Chairman
10