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 June 30, 2002
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.
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(Exact name of small business issuer as specified in its charter)
COLORADO 84-1453702
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
303 SAN MATEO NE, SUITE 104A, ALBUQUERQUE, NM 87108
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(Address of principal executive offices)
505-265-6121
(Issuer's telephone number)
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(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 June 30, 2002, there were 21,024,394 shares of common stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes_____. No_____.
INDEX
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets
December 31, 2001 (Audited) and
June 30, 2002 (Unaudited) 3
Condensed Statement of Income (Loss)
Three and six months ended
June 30, 2002 and 2001 4
Condensed Statements of Cash Flows
Six months ended June 30, 2002
and 2001 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
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
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Americana Publishing, Inc.
Condensed Balance Sheet
For Periods Ending
June 30, December 31,
2002 2001
Assets (unaudited)
Current Assets
Cash and cash equivalents $ 9,849 $ 1,992
Accounts receivable, net of allowance for
doubtful accounts of $29,316 and $2,500 36,607 43,095
Accounts receivable - factored 31,942 -
Inventory 34,758 20,360
Prepaid expenses and other current assets 3,234 5,734
----------- -------------
Total Current Assets $ 116,390 $ 71,181
Property & Equipment, net 245,339 297,259
Audio production costs 52,655 -
Total Asset $ 414,384 $ 368,440
=========== =============
Liabilities & Stockholders Equity
Current Liabilities
Accounts Payables $ 66,351 $ 37,990
Accrued expenses 125,896 25,198
Note payable - factor 31,942 -
Note payable - related parties 84,884 -
Convertible debt - related parties 387,500 387,500
Net liabilities available for sale 2,075,129 1,461,458
----------- -------------
Total Current Liabilities 2,771,702 1,912,146
Commitments and contingencies
Stockholders' Equity
Preferred Stock No Par Value
20,000,000 shares authorized
0 (unaudited) and 0 issued and outstandin
Common stock, $0.001 par value
100,000,000 shares authorized
21,024,394 (unaudited) and
14,636,570 issued and outstanding 21,025 14,637
Committed shares, 6,000,000 shares held in
trust
Additional paid-in capital 9,737,456 8,691,812
Accumulated deficit (12,115,799) (10,250,155)
------------ -----------
Total stockholders' equity (2,357,318) (1,543,706)
------------ -----------
Total Liabilities & Stockholders Equity $ 414,384 $ 368,440
============ ===========
See Accompanying Notes to Financial Statements.
3
Americana Publishing, Inc.
Consolidated Statements of Operations
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30 ENDED JUNE 30
2002 2001 2002 2001
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
---------- ---------- ---------- ----------
Revenue $ 60,332 $ 69,193 $ 142,759 $ 164,004
Cost of Goods Sold 10,879 11,910 16,781 42,338
---------- ---------- --------- ---------
Gross Profit 49,453 57,283 125,978 121,666
Operating expenses
Compensation expense 267,929 (36,454) 924,844 421,969
Selling, general and
administration 146,351 200,893 268,716 260,382
Depreciation and amortization 29,960 31,039 51,392 61,802
------- ------- ---------- ----------
Total operating expenses 444,240 195,478 1,244,952 744,153
Loss from operations (394,787) (138,195) (1,118,974) (622,487)
Other Income (Expense)
Interest Expense (53,930) - (59,930) -
Other Income - - - 129
-------- -------- --------- --------
Total other income (expense) (53,930) - (59,930) 129
-------- -------- --------- --------
Loss before provision for
income taxes and
discontinued operations (448,717) (138,195) (1,178,904) (622,358)
Provision for income taxes - - - -
-------- --------- ---------- ---------
Loss before discontinued
operations (448,717) (138,195) (1,178,904) (622,358)
Loss on discointinued
operations (221,248) - (686,741) -
--------- --------- ----------- ---------
Net Loss $ (669,965) $ (138,195) $(1,865,645) $ (622,358)
========== ========= =========== =========
Basic and diluted loss per share:
From continuting operations $ (0.02) $ (0.01) $ (0.06) $ (0.07)
From discontinued operations (0.01) - (0.04) -
----------- ---------- ----------- ---------
$ (0.03) $ (0.01) $ (0.10) $ (0.07)
----------- ---------- ----------- ---------
Basic and diluted
weighted-average shares
outstanding 20,860,603 10,311,693 18,754,445 9,606,513
=========== =========== =========== =========
See Accompanying Notes to Financial Statements.
4
Americana Publishing, Inc.
Condensed Statement of Cash Flows
(Unaudited)
Six Months Ended Six Months Ended
June 30, 2002 June 30, 2001
-------------------- --------------------
Cash Flows From Operating Activities:
Net Loss from continuing operations $(1,178,904) $ (622,358)
Adjustments to reconcile net loss to net cash
provided by operating activities
Activities:
Depreciation and amortization 51,920 61,802
Issuance of common stock to board members
and employees for services rendered 750,257 412,703
Issuance of common stock to board members
and employees for services rendered 60,025 -
Provision for allowance for doubtful accounts 26,816 -
(Increase) decrease in
Accounts receivable (20,328) (17,376)
Inventory 2,477 (11,399)
Prepaid expenses and other current assets 2,500 17,999
Marketable securities - 25,000
Audio production costs (2,030) -
Increase (decrease) in
Account payable 28,361 (9,283)
Accrued expenses 100,698 -
------------ ----------
Net cash used in continuing operating
activities (178,208) (142,912)
Net cash used in discontinued operating
activities (14,957) -
------------ ----------
Net Cash Used by Operating Activities (193,165) (142,912)
Cash Flows From Investing Activities
Purchase of property and equipment - (24,646)
------------ ----------
Net cash used in continuing activities
investing activities - (24,646)
------------ ----------
Net cash used in investing activities - (24,646)
------------ ----------
Net Cash Used in Investing Activities (24,646) (152,750)
Cash flows from financing activities
Proceeds from notes payable 117,725 -
Payments on notes payable (46,342) -
Proceeds from the sale of common stock 174,250 155,000
------------ ----------
Net cash provided by continuing financing
activities 245,633 155,000
Net cash used in discontinued financing
activities (44,611) -
------------ ----------
Net provided financing activities 201,022 155,000
Net decrease in cash and cash equivalents 7,857 (12,558)
Cash and cash equivalents, beginning of period 1,992 20,027
------------ ----------
Cash and cash equivalents, end of period $ 9,849 $ 7,469
============ ==========
Supplemental disclosures of cash flow information
Interest paid $ - $ -
============ ==========
Income taxes paid $ - $ -
============ ==========
See Accompanying Notes to Financial Statements.
5
AMERICANA PUBLISHING, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1.
The unaudited internal condensed 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 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, 2002 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, 2001. The results of
operations for the three and six months ended June 30, 2002 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. The proceeds were used for start-up activities including website
development as well as other start-up activities. Revenue is not adequate to
cover current monthly cash expenditures thus requiring the Company to raise
additional capital infusions to support operations. Currently management
believes revenues will increase to adequate levels to support cash expenditures.
In addition management has implemented a plan to lower cash expenditures and is
actively pursuing additional capital infusions. There is no assurance that
adequate revenues will be achieved to support operations, however, management
believes it will be able to raise additional capital, lower cash expenditures or
a combination of both to maintain operations for the next twelve months.
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. GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, during the six months ended June 30, 2002 and the years ended
December 31, 2001, and 2000, the Company incurred losses of $1,865,645,
$5,775,333 and $2,238,437, respectively. In addition, as of June 30, 2002 and
December 31, 2001, its total current liabilities exceeded its total current
assets by $2,655,312 and $3,210,940, respectively and its shareholders' deficit
was $2,357,318 and $1,543,706. These factors, among others, raise substantial
doubt about its ability to continue as a going concern.
Recovery of the Company's assets is dependent upon future events, the outcome of
which is indeterminable. The Company's attainment of profitable operations is
dependent upon the Company obtaining adequate debt and equity financing and
achieving a level of sales adequate to support the Company's cost structure.
Management plans to raise additional equity capital, continue to develop its
products, and look for acquisition candidates.
NOTE 4. DISCONTINUED OPERATIONS
During the three months ended June 30, 2002, the Company ceased operations of
Corporate Media Group, Inc ("CMG"). A vendor of the Company has taken over the
operations, although the Company has no formal agreement. All assets and
liabilities of CMG have been reclassified to net liabilities available for sale.
Liabilities for CMG exceed assets for CMG by $2,075,129 as of June 30, 2002.
Furthermore, all income statement accounts for CMG have been shown as
discontinued operations.
NOTE 5. ACQUISITION OF INVENTORY
During the six months ended June 30, 2002 the Company acquired inventory from
Sunset Productions, Inc., an entity owned by a related party. The purchase price
was 250,000 shares of common stock, valued at the fair market value of the
common stock, which was $67,500.
NOTE 6. CAPITAL LEASE OBLIGATIONS
During the three months ended June 30, 2002 the Company stopped making monthly
payments on their capitalized lease obligation, due to cash flow constraints.
NOTE 7. NOTES PAYABLE
During the six months ended June 30, 2002 the Company, entered into several note
payable agreements, with related parties totaling $117,725. All these notes
payable are due upon demand and bear interest at 8% per annum.
NOTE 8. STOCK TRANSACTIONS
During the first six months of 2002 the Company issued 4,776,158 shares of
common stock to various employees and consultants. The fair value of this stock
was booked as compensation expense and consulting expense, which was valued at
$877,787.
During the first six months of 2002 the Company sold 1,611,666 of common shares
for $174,250 under regulation 4(2). Regulation 4(2) provides for the sale of
restricted shares of common stock without the preparation of a prospectus. The
shares offered in the six months cannot be sold for a period of one year.
NOTE 9. CONTINGENCIES
The Company is in negotiations with an officer of Corporate Media Group, Inc.
concerning the resolution of $170,000 in expenses and reimbursements of
Corporate Media group, Inc. due this officer. As of June 30, 2002 the Company
has offered 300,000 shares of common stock of Americana Publishing, Inc. in
exchange for any amounts it might owe to the officer.
The Company maintained a line of credit with a bank, secured by the Company's
accounts receivable and inventory. We are currently in default on the remaining
balance of approximately $205,000 and have been unable to secure an alternative
line of credit. The Company believes there is a substantial likelihood that the
bank will attempt to seize the assets covered by the security agreement.
NOTE 10. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2002, the FASB issued SFAS No. 146 " Accounting for Costs Associated
with exit or Disposal Activities." This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." This Statement
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. Under Issue 94-3 a
liability for an exit cost as defined, was recognized at the date of an entity's
commitment to an exit plan. This statement will not have a material impact on
the Company's financial statements.
6
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 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
No activity other than maintenance of the various web sites has occurred or is
presently occurring. However, we are currently evaluating several options, all
of which will result in the reconfiguration of our websites in order to
streamline operations and reduce operating costs.
Audio Book Development
Currently, we offer approximately 265 audio book titles, having recently
acquired over an additional 200 titles as a result of purchasing audio masters
and finished inventory produced by Sunset Productions, Inc., which are available
for sale on our Web site, americanabooks.com. Our audio books are currently
published on audio tapes, though we have published one audio book in CD format,
and we intend to increase our production of audio books in CD format. Consumers
who visit the Web site can listen to a two-minute sample of many of our audio
books. We have also published an "Audio Book Sampler Tape" that highlights the
first two minutes of thirty of our audio books, enabling a listener to get a
flavor for the books and our packaging. Unlike many other audio book publishers,
we do not use cardboard packaging, but a more durable packaging, which we
believe differentiates our product, In June 2001 we received an award from the
Audio Publishing Association as the "Best New Audio Book Publisher for 2001".
Additionally, one of our audio book narrators, Charlie O'Dowd, received a
"Golden Headset" award from Audioworld as the "Best Abridged Reader of the
Year".
We sell our audio books to approximately 17,000 retail stores and approximately
15,000 libraries as well as to large truck stop distributors such as BARJAN, KSG
and Audio Adventures. We have also established accounts to include database and
order processing agreements with Baker and Taylor, Advanced Marketing Services,
Ingram Book Company, Anderson News Company, Books-A-Million/American Wholesale
Book Company, Barnes and Noble. BJ's, Brodart Company, Hastings, Lodes Tone,
Penton Overseas, Professional Media and Recorded Books. We believe that the
quality and quantity of these retailers serves to enhance our sales.
Sales of audio books on hand was continued through June 30, 2002. The total
amount of $142,759.00 from continuing operations was in invoiced sales has been
achieved year to date. All two hundred sixty five (265) titles are available for
sale as a download from the americanabooks.com website in addition to telephone
solicitation of sales of audiotapes. Additionally, in an effort to increase
sales, a catalog of audio books was completed and is continuously mailed to
potential wholesale book buyers, bookstores and libraries. It is anticipated
that audio book production will continue in the year 2002 to produce a total of
twenty (20) new audio book titles for the calendar year 2002.
Print Book Development.
During 2001, we published our first print book, entitled "The Cowboy", a
children's book that includes both a print book and an audio tape. Americana has
scheduled for introduction during the second quarter of 2002 four additional
works: The Killing Cards, Ground Lions, Beloved Leah, and It Is I Joseph,
appealing to a diverse audience. Americana has approximately eleven written
works in various stages of production and expects to publish and introduce to
the market place approximately ten additional titles during the calendar year
2002. We expect to sell our print books by including them in the Ingram Book
Company inventory of available books along with our own internet marketing.
Electronic Books
As of the date of this report, we have not yet published any electronic books,
though we currently have 12 e-books prepared for publication. We are developing
software that should be completed in July 2002 which will enable us to make
these e-books available for sale and download.
Liquidity and Capital Resources
We have financed our operations primarily through various private financings. We
signed a securities purchase agreement dated as of April 1, 2002 with BG
Holdings, LLC and Gulf Coast Advisors, Ltd. Pursuant to such agreement, BG
Holdings, LLC and Gulf Coast, Ltd., agreed to purchase an aggregate of $200,000
in Principal amount of our 12% senior secured convertible debentures, which
mature April, 2003. Together with such debentures, BG Holdings, LLC and Gulf
Coast, Ltd., were also issued Class A warrants and Class B warrants. The first
$100,000 in aggregate principal amount of our 12% senior secured convertible
debentures were issued to BG Holdings, LLC and Gulf Coast, Ltd upon execution of
the securities purchase agreement, and the second $100,000 in aggregate
principal amount of our 12% senior secured convertible debentures will be issued
to BG Holdings, LLC, and Gulf coast, Ltd., upon the effectiveness of the
registration statement.
In April 2002, we issued to certain investors an aggregate of $140,000 of
one-year, 12% convertible promissory notes and warrants to purchase an aggregate
of approximately 2,800,000 shares of our common stock.
The Company has achieved $847,490 in billed sales for the six months ended June
30, 2002. $745,603 or 88% of this revenue is from a subsidiary, Corporate Media
Group, which has discontinued operations.
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. 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.
We have discontinued operations at Corporate Media Group, Inc., and Visual
Energy Studio. This action was taken due to the lack of working capital, part of
which was to be generated by refinancing certain equipment belonging to
Corporate Media Group, Inc.. The value of this equipment was insufficient to
support an adequate loan to value ratio for lending purposes. Furthermore,
Corporate Media Group sales continued to decline causing a situation in which
Corporate Media Group, Inc., was unable to support any increased debt service.
Capital Expenditure
During the 2nd quarter of calendar year 2002, Americana made no capital
expenditures.
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 June 30, 2002, Americana had received 20 communications from
various quality publishing enterprises that had expressed interest in a
potential sale transaction. Americana has been actively evaluating these
businesses.
We are presently engaged in evaluating two companies as potential acquisitions.
One company is a printing company located in Albuquerque, New Mexico, while the
other is retail outlet for audio books and also a franchisor of audio book
stores located in Austin, Texas.
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.
Results of Operations
Quarter Ended June 30, 2002 Compared to Quarter Ended June 30,2001.
Revenue remained approximately the same for the quarter ended June 30, 2002
compared to the quarter ended June 30, 2001. Compensation expense increased by
$304,000. The compensation expense is a non-cash expense and results from the
issuance of stock to employees and consultants in place of cash. Selling and
general and administrative expense decreased $54,000.
Year to Date Ended June 30, 2002 Compared to Year to Date Ended June 30, 2001
Revenue decreased $21,000 for six months ended June 30, 2002 compared to the six
months ended June 30, 2001. Compensation expense increased $500,000. Selling,
general and administrative remained constant during this period.
<PAGE>
Part II. Other Information.
Item 1. Legal Proceedings -
We are co-defendants with Corporate Media Group, Inc. in a lawsuit commenced in
May 2002 by Digitone Graphics in the Court of General Sessions, Hamilton County,
Tennessee. Digitone Graphics has alleged that we owe approximately $9,900 for
materials purchased from and services performed by them.
Corporate Media Group, Inc., and Susan Durand, a director of Corporate Media
Group, are co-defendant in a lawsuit commenced on May 2002, by First Tennessee
Bank in the Circuit Court of Bradley County, Tennessee. First Tennessee Bank is
seeking damages of approximately $38,900 with respect to an overdrawn account.
We are co-defendants with Corporate Media Group, Inc. in a lawsuit commenced on
May 2002, by Eva-Tone, Inc., in the Circuit Court of Bradley County, Tennessee.
Eva-Tone, Inc., is seeking damages of $26,350 with respect to an account for
merchandise that is delinquent.
As of June 30, 2002, Cinram, Inc. seized approximately $100,000 from Corporate
Media Group, Inc. in connection with an agreed judgement it obtained against
Corporate Media Group, Inc. for approximately $245,000 upon the default by
Corporate Media Group, Inc. of a settlement agreement with Cinram, Inc.
Corporate Media Group, Inc. owes approximately $170,000 to Cinram, Inc. in
connection with the judgment. Cinram might attempt to seize additional funds or
assets from Corporate Media Group, Inc. in connection with the judgment.
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
10.1 Securities Purchase Agreement dated as of April 1, 2002 between
the Company and BG Holdings, LLC and Gulf Coast Advisors, Ltd.
(Filed herewith)
10.2 Promissory note and warrant entered into with the persons who
purchased the $140,000
99.1 Certification Pursuant to 18 U.S.C. Section 1350
99.2 Certification Pursuant to 18 U.S.C. Section 1350
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: August 16,2002 George Lovato, Jr., CEO/Chairman
By: /s/ Don White
-----------------------------------
Don White, Chief Financial Officr
10