SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
 
FORM 10-KSB
____________________________
 
x 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For Fiscal Year Ended
December 31, 2006
 
Commission File #333-124724
 
AMERICANA DISTRIBUTION, INC.
(Exact name of registrant as specified in its charter)
 
Colorado
(State or other jurisdiction of incorporation or organization)
 
84-1453702
(IRS Employer Identification Number)
 
18851 Northeast 29th Avenue, Suite 306,
Aventura, Florida
 
33180
(Address of principal executive offices )
(Zip Code)

(973) 726-5240
(Registrant’s telephone no., including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
None
 
 
Title of each class
 
Name of each exchange on which registered
 
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, $0.001 par value
(Title of class)
 
(Former name, former address and former fiscal year,
if changed since last report)
 

 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
 
Yes x
No o
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o
 
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the 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. ( )
 
Revenues for year ended December 31, 2006: $0
 
Aggregate market value of the voting common stock held by non-affiliates of the registrant as of April 16, 2007, was: $256,676.
 
Number of shares of the registrant’s common stock outstanding as of April 16, 2007 is: 1,345,451,582
 
The Transfer Agent for the Company is National Stock Transfer.
 


PART I
 
ITEM 1. DESCRIPTION OF BUSINESS
 
GENERAL
 
Our Business
 
From October 1996 until April 1997, our predecessor operated as a development stage division of B.H. Capital Limited, engaging in publication design research, industry and competition research and demographic research. B.H. Capital Limited is an entity whose principal and sole owner is George Lovato, Jr., our former chairman, Chief Executive Officer and President. We were incorporated under the laws of the State of Colorado on April 17, 1997.
 
Historically, we have been a multi-media publishing company and wholesale product provider to media distributors, operating under the belief that consumers desire audio books, e-books, CD-ROMs or a downloadable digital file in addition to traditional print books and that many publishers in the United States are unable to, or choose not to, publish manuscripts in alternative formats. Therefore, we have historically published and sold audio books, print books and electronic books in a variety of genres, including mystery, western, personal development, spiritual and children’s publications. Books were selected for publication based on information that we receive from book buyers and from our network of wholesale distributors. We received manuscripts from independent authors, as well as from publishing houses. Historically we have also licensed the manuscripts we have published either directly from the author or from the publishing house. Currently, we hold license rights to over 500 titles and during 2004, we published over 160 titles. In the past our products were sold through a network of industry sector distributors who purchase the products from us wholesale.
 
On January 9, 2006, we announced that Americana is restructuring. On March 8, 2006, the Company received written consents, in lieu of a meeting of Americana stockholders, from holders of 91,231,234 shares of common stock representing approximately 58% of the 158,461,142 shares of the total issued and outstanding shares of voting stock of the Company approving an amendment to the Articles of Incorporation of the Company pursuant to which (i) changed the name of Company to “Americana Distribution, Inc.” and (ii) to increase the maximum number of shares of stock that the Company shall be authorized to have outstanding at any time increased to 2,000,000,000 shares of common stock at par value $0.01 with no preemptive rights.
 
Americana Distribution currently has two (2) subsidiaries: Americana Licensing Holding Inc. and Americana Imports and Trading Inc. Americana Licensing was a license and royalty management company, specifically for audio books. Americana Imports and Trading was an importer of rugs and furniture in the Midwest. We attempted to reevaluate our efforts to market in a more direct manner to independent truck stops, offering other products in addition to the audio books. Through our subsidiary Americana Imports and Trading, we intended to present our product line to major national wholesalers, as well as to introduce the products of Americana Imports and Trading to independent truck stops. However, while previous management tried to switch from marketing through distributors to direct marketing to truck stops, these strategies did not result in a sufficient increase in business prospects or revenues.

On April 5, 2006, our subsidiary, Americana Licensing, Inc., effectuated a stock purchase agreement and share exchange with R&R Licensing Holdings, Inc. pursuant to which Americana Licensing acquired all of the issued and outstanding shares of R&R Licensing. In consideration for all of the shares of R&R Licensing, Americana Licensing issued shares equal to eighty (80%) percent of the issued and outstanding shares of Americana Licensing to the R&R Licensing shareholders. Pursuant to the agreement, R&R Licensing became a wholly owned subsidiary of Americana Licensing. R & R Licensing Holdings Inc. is a license and royalty management company. The company's main focus is the implementation and expansion of comprehensive licensing programs designed to maximize royalty income for its clients. The company manages all aspects of royalty collection and distribution for its clients and sells licenses on their behalf. In addition, the company manages licensing programs for corporations, brand owners, celebrities, athletes, inventors, artists, and designers.



The subsidiary of R&R Licensing was unable to achieve any of the goals set forth in it’s business plan and as a result ceased operations in September of 2006.

The company is continuing its efforts to locate a merger candidate for the purpose of a merger. It is possible that the registrant will be successful in locating such a merger candidate and negotiating such a merger. However, if the company can not effect a non cash transaction, the registrant may have to raise funds through an offering of it’s securities. There is no assurance that the company will be able to raise such funds.

We will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will commonly take the form of a merger, stock for stock exchange or stock for assets exchange. No assurances can be given that we will be successful in locating or negotiating with any such target company.

A business combination with a target company will normally involve the transfer to the target company of the majority of our issued and outstanding common stock and the substitution by the target company of its own management and board of directors.

No assurances can be given that we will be able to enter into a business combination, or the terms of the business combination, or as the nature of the target company.

Employees
 
As of April 16, 2007, we employ one (1) part time employee.
 
ITEM 2. DESCRIPTION OF PROPERTY
 
Our principal executive offices are located at 18851 Northeast 29th Avenue, Suite 306, Aventura, Florida.
 
ITEM 3. LEGAL PROCEEDINGS
 
On December 19, 2003, a complaint was filed against us by Challenge Printing in the State District Court of Minnesota. The complaint sought payment in the amount of $38,067 for services rendered to our subsidiary, Corporate Media Group, Inc. During the 4th quarter of 2004, our Minnesota counsel resolved the previously reported litigation brought by Challenge Printing, as vendor to the former subsidiary known as Corporate Media Group, Inc. (CMG). The matter was resolved by mediation, and a negotiated settlement. As part of the resolution, the plaintiff returned to us 86,517 pre-split shares of our common stock and we agreed to pay Challenge $15,000. As of April 1, 2005 we paid all amounts due and this matter is closed.
 
On July 9, 2004, a complaint was filed against us by ABF Freight System, Inc. in the Second Judicial District Court of New Mexico. The complaint sought payment in the amount of $10,537.07 for services rendered to the Company. During the 4th quarter of 2004, our New Mexico counsel resolved the previously reported litigation brought by ABF Trucking for collection of a disputed vendor account. The matter was resolved by negotiated settlement amount and stipulated payment to occur over a six month period in the amount of $1,500 per month. As of April 1, 2005 we paid all amounts due and this matter is closed.
 
During the 3rd and 4th quarters of 2004, on appeal to the Federal District Court for the Eastern District, State of Tennessee, we secured a reversal of a decision made by the Bankruptcy Court in the CMG bankruptcy and related adversarial proceedings brought by Richard and Susan Durand. This order set aside the Bankruptcy Court’s finding of a default against us. We filed an answer to the Complaint and we have filed a counterclaim against both Richard Duran and Susan Durand for breach of contract and fraud. We are also asking the Federal District Court to either dismiss the proceeding filed there, or in the alternative to abstain from the matter, based upon the fact that in 2002 we filed an action in the District Court of Bernalillo County, New Mexico against Richard Durand and Susan Durand for breach of contract and fraud, which claims are identical to the claims subsequently brought in the Tennessee federal court. For all matters involving Durand and Americana, respective counsel are in final settlement discussions, with the expectation that all claims will be dismissed without judgment or liability of any nature, with each party paying their own and separate costs, during the second quarter of 2005.
 



During 2004, New Mexico counsel resolved and otherwise paid the previously reported, Metropolitan Court (Small Claims Court), Bernalillo County, New Mexico matters against vendors/suppliers: Rex Burns (royalty dispute), and Left Field Designs (graphics services dispute). Plaintiffs Burns and Left Field sought payment of alleged vendor account balances. These matters were handled in Metropolitan Court for disputes on matters involving less than $10,000. These claimed amounts have been paid and these matters are settled.
 
During 2004, New Mexico counsel resolved otherwise paid the previously reported, Metropolitan Court (Small Claims Court), Bernalillo County, New Mexico matters against vendors/suppliers: Rex Burns (royalty dispute), Left Field Designs (graphics services dispute). Plaintiffs Burns Left Field sought payment of alleged vendor account balances. These matters were handled in Metropolitan Court for disputes on matters involving less than $10,000.
 
During 2004, New Mexico counsel continues in the normal course of business Court scheduling to handle the District Court, Bernalillo County, New Mexico disputed matter previously disclosed, known as WBX (raw materials dispute). Americana has filed its Counter Claim for damages. The matter awaits the Court’s scheduling process.
 
During 2004, New Mexico counsel continues in the normal course of business Court scheduling to h le the Metropolitan Court (Small Claims Court), Bernalillo County, New Mexico disputed matter known as Duel Jamieson (voice talent dispute). We settled this matter by paying $350 to Mr. Jamieson.
 
Our New Mexico counsel will handle a demanded account from Demand Printing (print materials dispute). We terminated this vendor account in November 2004 for non-performance intend to seek recovery for compensatory consequential damages incurred. Currently, neither party has initiated litigation for recovery of accounts or damages. Demand Printing’s claim for unpaid account balance is for less than $10,000.
 
On December 14, 2004 the law firm of Hagerty, Johnson, Albrightson Beitz, P.A. filed a claim against us in the Conciliation Court of Hennepin County, Minnesota. The plaintiff sought $6,597 for unpaid legal fees. We settled the action in February 2005 by paying the plaintiff $6,597 during March, 2005.
 
On January 20, 2005, a proceeding was initiated before the American Arbitration Association by Tew Cardenas LLP in behalf of the claimant, TheSubway.com, Inc. The arbitration Claimant is seeking $42,009 in performance fees allegedly owed by us. Preliminary hearings were held by telephone conference on or about March 24, 2005. The American Arbitration Association has set August 18, 2005 for a further conference call for scheduling a date for a full hearing on the matter. On October 5, 2005, the Company received notice, whereby, The American Arbitration Association awarded The Subway.com $42,009.79, plus, 7% annual interest from August 14, 2004, until, paid in full. In addition, the Company is required to pay $1550.00 to the American Arbitration Association, in administrative fees.
 
On August 24, 2005, Charlie O’Dowd was awarded a judgment from the Metropolitan Court in Bernalillo County, New Mexico, in the amount of $5667.00, for unpaid services rendered to the Company.
 
On September 1, 2005, the Company executed a Promissory Note in the amount of $9000.00, in a single payment form to Demand Printing Solutions. The Company was unable to obtain adequate funds, to pay this note, from its exercised advance from the Standby Equity Distribution Agreement, as previously stated. Therefore, this promissory note is currently in default.
 
On October 7, 2005, Langsam Borenstein declared the Security Agreement in default and as of July 1, 2005, the amount owed was $319,142.33. Langsam Borenstein has requested and authorized management to liquidate the remaining finished inventory and duplication equipment.
 
On October 4, 2005 Americana received a letter (the “Notice”) from Montgomery Equity Partners, Ltd. notifying the Company that the Company has defaulted under the terms of that certain promissory note issued to Montgomery Equity Partners, Ltd. on April 1, 2005 as is fully described below and attached as Exhibit 99.5 to the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 14, 2005.
 



Pursuant to Section 4 of the note, an interest payment in the amount of Sixteen Thousand Four Hundred Dollars ($16,400) was due and payable on the first (1st) day of August, 2005. An additional payment of interest, also in the amount of Sixteen Thousand Four Hundred Dollars ($16,400) was due and payable on the first (1st) day of September, 2005. Pursuant to Section 3 of the note, a principal payment in the amount of One Hundred Twenty Five Thousand Dollars ($125,000) was due and payable on September 1, 2005. Upon an event of default under the note, the entire principal balance of Eight Hundred Twenty Thousand Dollars ($820,000) and accrued interest outstanding under the Note, and all other obligations of the Company under the Note, shall be immediately due and payable without any action on the part of Montgomery Equity Partners, Ltd. Interest shall accrue on the unpaid principal balance at twenty-four percent (24%) or the highest rate permitted by applicable law, if lower, and Montgomery Equity Partners, Ltd. shall be entitled to seek and institute any and all remedies available to it. The Note is secured by certain Pledged Property, as such term is defined in that certain Security Agreement of even date with the Note, by and between the Company and Montgomery Equity Partners, Ltd., of which certain pledged shares are being held in escrow by Yorkville Advisors, LLC. The Note is also secured by shares of common stock of the Company which are owned by the Pledgor(s), as such term is defined in the Pledge and Escrow Agreement, of even date with the Note, by and between the Company and Montgomery Equity Partners, Ltd. Both the Security Agreement and Pledge and Escrow Agreement are attached to the Company’s Current Report on Form 8-K as filed with the SEC on April 14, 2005 as Exhibits 99.6 and 99.7, respectively.
 
On October 7, 2005, Langsam Borenstein declared the Security Agreement in default and as of July 1, 2005, the amount owed was $319,142.33. Langsam Borenstein has requested and authorized management to liquidate the remaining finished inventory and duplication equipment. On November 8, 2005, Langsam Borenstein Partnership entered a confession of judgment for money with the Philadelphia County Court of Common Pleas, in the amount of $633,016.10 plus interest and costs, in connection with allegedly unpaid accounts, and pursuant to a security agreement. In December 2005, Langsam Borenstein Partnership entered into an assignment agreement with Montgomery Equity Partners, Ltd. Pursuant to that assignment agreement, Langsam Borenstein Partnership assigned to Montgomery Equity Partners, Ltd. all of Langsam Borenstein Partnership’s rights, title, and interest in all the indebtedness of Americana Publishing, together with all related security interests. The confession of judgment is still pending before the Philadelphia County Court of Common Pleas, but all of Langsam Borenstein Partnership’s interests in that judgment were assigned to Montgomery Equity Partners.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
On June 2, 2006, we received written consents in lieu of a meeting of Stockholders from holders of 154,143,389 shares representing approximately 51% of the 304,811,142 shares of the total issued and outstanding shares of voting stock of the Company (the "Majority Stockholders") approving amendments to the Articles of Incorporation of the Company (the "Amendment"), to (i) designate 20,000,000 shares of our preferred stock as blank check preferred stock pursuant to the terms of the Certificate of Designation; and, (ii) increase the maximum number of shares of stock that we shall be authorized to have outstanding at any time shall be increased to five billion (5,000,000,000) shares of common stock at par value of $.001 with no preemptive rights.



PART II
 
 
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
 
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S
 
 
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
 
Our common stock began trading on The National Association of Securities Dealers, Inc. Electronic Bulletin Board (the “OTC Bulletin Board”) on November 8, 1999. Our ticker symbol is ADBN.OB. The following table represents the closing high and low bid information for our common stock during the last three fiscal years as reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The market for our common stock is sporadic.
 
2006
 
High
 
Low
 
First Quarter
 
$
0.0095
 
$
0.0008
 
Second Quarter
 
$
0.003
 
$
0.0001
 
Third Quarter
 
$
0.006
 
$
0.0003
 
Fourth Quarter
 
$
0.0012
 
$
0.0002
 
               
2005
   
High
   
Low
 
First Quarter
 
$
0.032
 
$
0.009
 
Second Quarter
 
$
0.032
 
$
0.003
 
Third Quarter
 
$
0.012
 
$
0.004
 
Fourth Quarter
 
$
0.0021
 
$
0.0008
 
               
2004
   
High
   
Low
 
First Quarter
 
$
1.00
 
$
0.60
 
Second Quarter
 
$
0.56
 
$
0.03
 
Third Quarter
 
$
0.17
 
$
0.05
 
Fourth Quarter
 
$
0.05
 
$
0.02
 
               

There were approximately 246 holders of common stock as of April 17, 2007. We have not paid any dividends in the past and currently we have no plans to pay dividends in the foreseeable future.
 
Dividend Policy
 
No dividends have ever been declared by the Board of Directors of Americana on its common stock. At the present time Americana does not anticipate paying dividends, cash or otherwise, on it’s common stock in the foreseeable future. Future dividends will depend on earnings, if any, of Americana, its financial requirements and other factors.
 
ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
 
General
 
Management's discussion and analysis of results of operations and financial condition are based upon our financial statements. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles require management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.




We determined in December that Americana is restructuring. Americana Distribution currently has two (2) subsidiaries: Americana Licensing Holding Inc. and Americana Imports and Trading Inc. Americana Licensing is a license and royalty management company.

Americana Distribution, Inc.

While previous management tried to switch from marketing through distributors to direct marketing to truck stops, these strategies did not result in a sufficient increase in business prospects or revenues.
 

Americana Licensing, Inc.

The subsidiary of R&R Licensing was unable to achieve any of the goals set forth in it’s business plan and as a result ceased operations in September of 2006.
 

The company is continuing its efforts to locate a merger candidate for the purpose of a merger. It is possible that the registrant will be successful in locating such a merger candidate and negotiating such a merger. However, if the company can not effect a non cash transaction, the registrant may have to raise funds through an offering of it’s securities. There is no assurance that the company will be able to raise such funds.

We will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will commonly take the form of a merger, stock for stock exchange or stock for assets exchange. No assurances can be given that we will be successful in locating or negotiating with any such target company.

A business combination with a target company will normally involve the transfer to the target company of the majority of our issued and outstanding common stock and the substitution by the target company of its own management and board of directors.

No assurances can be given that we will be able to enter into a business combination, or the terms of the business combination, or as the nature of the target company.

We are determined to take advantage of the prospects for this re-organization. We will continue to maintain Americana as a fully reporting company and fully expect to proceed with our plans in the second quarter of this year.

YEAR ENDED DECEMBER 31, 2006 COMPARED TO YEAR ENDED DECEMBER 31, 2005

Our revenues from operations for the year ended December 31, 2006 were $0 as compared to revenues of $334,995 for the year ended December 31, 2005. The reason for the drop in sales is due to the shift in strategy, plus not having enough capital.

Our gross profit from operations for the fiscal year ended December 31, 2006 decreased to $0 as compared to $242,242 for the fiscal year ended December 31, 2005. Our gross margin percent decreased to 0% in fiscal year 2006 from 45% in fiscal year 2005. The decrease in gross profit from operations is attributable to the shift in strategy.

General and administrative expenses consist primarily of salaries and related expenses for executive, finance and other administrative personnel, consultants and professional fees, recruitment expenses, and other corporate expenses, including business development. Selling, general and administrative costs decreased by $1,082,969 to $825,111 for the year ended December 31, 2006 as compared to $1,908,080 for the year ended December 31, 2005, a 57 % decrease. This decrease is primarily attributable the overall decrease in our business operations, the decrease in our management and employees and the decrease in our revenues.




Our net ordinary loss from operations was $825,111 for the year ended December 31, 2006 as compared to a loss from operations of $1,779,449 for the year ended December 31, 2005, an decrease in ordinary loss of $954,338. This decrease is primarily attributable the overall decrease in our business operations, the decrease in our management and employees and the decrease in our revenues.

Our net loss for the year ended December 31, 2006 was $(856,368) as compared to $(2,362,898) in net loss for the year ended December 31, 2005. The increase in net loss resulted from the fact that in 2005 we had some revenue.

GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets the satisfaction of liabilities in the normal course of business. As shown in the financial statements, during the year ended December 31, 2006, the Company incurred operating losses of $856,368. These factors, among others, raise substantial doubt about its ability to continue as a going concern.

The Company's average monthly revenues decreased during 2006 to $0, a decline of $27,916 per month, compared to the twelve months ended December 31, 2005. This decrease is primarily attributable the overall decrease in our business operations, the decrease in our management and employees and the decrease in our revenues. Therefore, the Company was unable to generate adequate revenues to cover operating expenses. During the year, the officers and directors loaned a total of $67,594.00 to the Company. These loans were to be repaid out of company revenues. The Company was unable to repay these obligations and these notes were in default as of October 1, 2005.

The officers and directors were unable to loan the Company and further monies. There is no certainty that any one or more of these actions can be timely accomplished, will in fact occur, or will provide the anticipated benefit to improvement to net operating revenue.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2006 we had $1034 cash or cash equivalents of on hand as compared to $0 cash or cash equivalents at December 31, 2005. We had no cash during the year.

Net cash used in operating activities was $(123,483) for the twelve months ended December 31, 2006 as compared to net cash used by operating activities of $(1,367,155) for the twelve months ended December 31, 2005.

Net cash used by investing activities was $0 during the twelve months ended December 31, 2006 as compared to $129,754 net cash used by investing activities during the twelve months ended December 31, 2005.

Net cash provided by financing activities during the twelve months ended December 31, 2006 was $124,517 as compared to net cash provided by financing activities in the amount of $1,495,553 for the twelve months ended December 31, 2005. We obtained a loan of $44,902, plus an additional $79,615 from stock sales.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
In December of 2004 the Financial Accounting Standards Board ("FASB") issued SFAS #153, an amendment of APB Opinion No. 29.

The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non- monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.

 
SFAS NO. 123(R) -- In December 2004, the FASB issued SFAS No. 123 (Revised 2004) (SFAS 123 (R)) "Share-based payment". SFAS 123 (R) will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be re-measured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. FASB 123 (R) replaces FASB 123, Accounting for Stock-Based Compensation and supersedes APB option No. 25, Accounting for Stock Issued to Employees. This guidance is effective as of the first interim or annual reporting period after December 15, 2005 for Small Business filers.

EITF 00-19.2--In December 2006, the FASB issued Staff Position No. EITF 00-19-2. This FSP addresses an issuer's accounting for registration payment arrangements and specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement should be separately recognized and measured in accordance with FASB No. 5. The guidance in this FSP amends FASB Statements 133 and 150 and FASB Interpretation No. 45 to include scope exceptions for registration payments arrangements. This FSP further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2006. The Company is currently assessing the impact this pronouncement will have on its financial statements if any.
 
ITEM 7. FINANCIAL STATEMENTS
 
Our financial statements, together with the report of auditors, are as follows:


 
Independent Auditor's Report


The Board of Directors and Shareholders
Americana Distribution, Inc. (Formerly Americana Publishing, Inc.)
Sparta, New Jersey

I have audited the accompanying balance sheet of Americana Distribution, Inc. as of December 31, 2006 and the related statement of operations, statement of shareholders’ equity (deficit), and statement of cash flows for the year then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted the audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. 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 statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above presents fairly, in all material respects, the financial position of Americana Distribution, Inc as of December 31, 2006 and the results of its operations and its cash flows for the year then ended in accordance with the standards of the Public Company Accounting Oversight Board (United States).

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, and its current liabilities exceed its total current assets. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Philip H. Salchli, CPA
Houston, Texas


 



Americana Distribution, Inc.
Balance Sheet
As of December 31, 2006
 
 
ASSETS

Current Assets
 
2006
 
Cash and cash equivalents
 
$
1,034
 
         
Total Current Assets
   
1,034
 
         
Property and Equipment, net
   
-0-
 
TOTAL ASSETS
 
$
1,034
 
LIABILITIES AND SHAREHOLDER'S DEFICIT
       
         
Current Liabilities
       
Accounts Payable
 
$
219,717
 
Accrued expenses
   
520,285
 
Notes Payable
   
1,169,793
 
Notes Payable - June Convertible Debt
   
280,000
 
Total current liabilities
   
2,189,795
 
         
Commitments and contingencies
       
         
Shareholder's deficit
       
Preferred stock, no par
       
20,000,000 shares authorized
       
no shares issued and outstanding
   
-
 
Common stock, $0.001 par value
       
5,000,000,000 shares authorized
   
-
 
1,239,724,229 shares issued and outstanding
   
1,239,749
 
Additional Paid-In Capital
   
16,006,348
 
Accumulated deficit
   
(19,434,858
)
Total shareholder's deficit
   
(2,188,761
)
         
         
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT
 
$
1,034
 
         
 
 
 
The Accompanying Notes are an Integrated Part of these Financial Statements

 


AMERICANA DISTRIBUTION, INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31,

 

   
2006
 
2005
 
           
Revenues
 
$
-0-
 
$
334,995
 
               
Cost of goods sold
   
-0-
   
92,753
 
Gross profit
   
-0-
   
242,242
 
               
Operating expenses
             
Depreciation and amortization
   
-0-
   
113,611
 
Selling, general, and administrative (including stock-
             
based compensation of $749,263 and $314,299)
   
825,111
   
1,908,080
 
Total operating expenses
   
825,111
   
2,021,691
 
Loss from operations
   
(825,111
)
 
(1,779,449
)
               
Other income (expense)
             
Cancellation of Debt
   
184,543
   
-0-
 
Miscellaneous Income
   
-0-
   
3,329
 
Miscellaneous Expense
   
(224,800
)
 
(586,778
)
Interest Expense
       
 
 
Total other income (expense)
   
(40,257
)
 
(583,449
)
               
Net loss
   
(865,368
)
 
(2,362,898
)
Basic and diluted loss per share
   
-
   
-
 
From continuing operations
   
-
   
-
 
From discontinued operations
   
-
   
-
 
Total
   
-
   
-
 
               
Basic and diluted weighted-average shares outstanding
   
-
   
-
 



The accompanying notes are an integral part of these financial statements.


 



AMERICANA DISTRIBUTION, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
For the Years Ended December 31,
 
           
 Additional
         
   
 Common Stock
 
 Paid-in
 
 Retained
     
   
 Shares
 
 Amount
 
 Capital
 
 Earnings
 
 Total
 
Balance, December
                     
31, 2004
   
18,649,924
   
18,648
   
15,757,699
   
(16,206,544
)
 
(430,244
)
Issuance of common
                               
stock to Officers &
                               
Board of Directors
   
4,674,250
   
4,676
   
134,066
         
138,742
 
Issuance of common
                               
stock to outside
                               
consultants in
                               
exchange for
                               
services rendered
   
29,212,850
   
29,217
   
146,340
         
175,557
 
Note Conversion
   
4,150,000
   
4,150
   
40,350
   
 
   
44,500
 
Issuance of common
                               
stock to employees
   
650
   
-0-
   
6
         
6
 
Warrants Issued
   
-0- 
   
 
   
128,440
   
 
   
128,440
 
Issuance of common
                               
stock for collateral
   
201,200,000
   
201,200
   
(201,200
)
       
-0-
 
Debt Restructing
   
 
   
 
    175,000          
175,000
 
Shares issued for SEDA Funds
   
24,130,833
   
24,131
   
(10,915
)
       
13,216
 
Net Loss
               
(2,362,898
)
 
(2,362,898
)
     
Balance, December
                               
31, 2005
   
282,018,507
   
282,022
   
16,169,786
   
(18,569,442
)
 
(2,117,681
)
Shares issued to officers
                               
& board of directors
   
131,919,832
   
131,919
   
27,381
         
159,300
 
Shares issued to consultants &
                               
Professionals for services
   
624,261,724
   
624,262
   
(100,790
)
       
523,472
 
Shares issued for SEDA draws
   
101,544,166
   
101,544
   
(20,029
)
       
81,515
 
Shares issued in exchange
                               
For note conversion
   
100,000,000
   
100,000
   
(70,000
)
 
 
 
 
30,000
 
Net Loss
                     
(865,368
)
 
(865,368
)
Balance, December
                               
31, 2006
   
1,239,724,229
   
1,239,747
   
16,006,348
   
(19,434,810
)
 
(2,188,762
)

 



AMERICANA DISTRIBUTION, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31,


   
2006
 
2005
 
Cash flows from operating activities
         
Net loss from continuing operations
  $ (865,368 )
$
(2,362,898
)
Adjustments to reconcile net loss to net cash
             
used in operating activities
             
Depreciation and amortization
    -0-    
113,611
 
Allowance for doubtful accounts
    -0-    
207,857
 
Issuance of common stock to outside consultants
             
in exchange for services rendered
   
523,472
   
175,556
 
Issuance of common stock to employees and
             
members of the Board of Directors in exchange
             
for services rendered
    159,300    
138,748
 
Accounts receivable (Increase) Decrease
   
-0-
   
(148,601
)
Inventory (Increase) Decrease
   
-0-
   
(50,186
)
Prepaid and other current assets (Increase) Decrease
   
(18,856
)
 
(19,063
)
Debt Restructing
   
-0-
   
175,000
 
Cancellation of Debt
   
(184,543
)
 
-0-
 
Equipment W/O
   
-0-
   
574,364
 
Warrant Exp
   
-0-
   
128,429
 
Bad Debt Exp
   
-0-
   
32,719
 
Accounts payable Increase (Decrease)
   
-0-
   
(11,141
)
Accrued expenses Increase (Decrease)
   
224,800
   
(321,550
)
Net cash used in operating activities
   
(123,483
)
 
(1,367,155
)
Cash flows from investing activities
             
Purchase of property and equipment
   
-0-
   
(129,754
)
Net cash provided by (used in) investing activities
   
-0-
       
               
Cash flows from financing activities
             
Proceeds of notes payable
   
44,902
 
$
1,482,337
 
Proceeds from sale of common stock
   
79,615
   
13,216
 
Net cash provided by financing activities
   
124,517
   
1,495,553
 
Net decrease in cash and cash equivalents
         
(1,356
)
 
             
Cash and cash equivalents, beginning of year
   
-0-
   
1,356
 
               
Cash and cash equivalents, end of year
  $ 1,034  
$
-0-
 
               
Supplemental disclosures of cash flow information
             
               
Interest Accrued - continuing operations
 
$
-
 
$
-
 
               
Income taxes paid
 
$
-
 
$
-
 
               




AMERICANA DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2005


NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

General
Americana Distribution, Inc. was organized as a Colorado corporation on April 17, 1997. Current management is restructuring the business of the company, this being the result of a diligent assessment of the viability of the core business.
 

AMERICANA DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2005

 
NOTE 2 - 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 years ended December 31, 2006 and 2005, the Company (as defined in Note 3) incurred losses of ($865,368) and ($2,362,898), respectively. In addition, as of December 31, 2006, its total current liabilities exceeded its total current assets by $2,188,761. 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 and continue to develop its products.

 

 
AMERICANA DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
 
 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition
 
Revenue from the sale of products is recognized when the products are shipped.

Comprehensive Income
 
The Company utilizes SFAS No. 130, "Reporting Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. Comprehensive income as defined includes all changes in equity (net assets) during a period from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include foreign currency translation adjustments, minimum pension liability adjustments, and unrealized gains and losses on available-for-sale securities. Comprehensive income is not presented in the Company's financial statements since the Company did not have any of the items of comprehensive income in any period presented.

Cash and Cash Equivalents
 
For the purpose of the statements of cash flows, the Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Inventory
 
Inventory, consisting principally of videocassettes, is valued at the lower of cost (first-in, first-out) or market.

Property and Equipment
 
Property and equipment are stated at cost, less accumulated depreciation and amortization.


AMERICANA DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
 

 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment (Continued)
 
Depreciation and amortization are provided using the straight-line method over estimated useful lives as follows:

 
Continuing Operations

Database and circulation list
   
5 years
 
Computer equipment
   
5 years
 
Office furniture and fixtures
   
5 -7 years
 
Web site development
   
5 years
 
Leasehold improvements
   
estimated useful life or
 
lease term, whichever is shorter
       

Discontinued Operations
       
Production equipment
   
7 years
 
Vehicles
   
5 years
 
Office furniture and fixtures
   
5 -7 years
 
Assets under capital leases
   
3 - 6 years
 
Leasehold improvements
   
estimated useful life or
 
lease term, whichever is shorter
       

Fair Value of Financial Instruments
 
The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of the Company's financial instruments, including cash and cash equivalents, accounts receivable,  accounts payable, and accrued expenses, the carrying amounts approximate fair value due to their short maturities. The amounts shown for line of credit, note payable - factor, notes payable - related parties, convertible debt - related
parties, and capital lease obligations also approximate fair value because current interest rates offered to the Company for debt of similar maturities are substantially the same.

Stock-Based Compensation
 
SFAS No. 123, "Accounting for Stock-Based Compensation," defines a fair value based method of accounting for stock-based compensation. However, SFAS No. 123 allows an entity to continue to measure compensation cost related to stock and stock options issued to employees using the intrinsic method of accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." Entities electing to remain with the accounting method of APB No. 25 must make pro forma disclosures of net loss and loss per share as if the fair value method of accounting defined in SFAS No. 123 had been applied. The Company has elected to
account for its stock-based compensation to employees under APB No. 25.

 

AMERICANA DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
 
 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising Expense
 
The Company expenses advertising in the period the service was incurred. For the year ended December 31, 2006, advertising expense for continuing operations was approximately $0. For the year ended December 31, 2005, advertising expense for continuing operations was approximately $10,334.

Income Taxes
 
The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilitiesf or the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Loss Per Share
 
The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive. Because the Company has incurred net losses, basic and diluted loss per share are
the same.

Estimates
 
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 


AMERICANA DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
 
 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In the event of a merger, sale of the Company, a hostile takeover attempt, or other sales of the Company's assets, each director previously granted options will have the option to purchase 300,000 additional shares of common stock at $1 per share.

Recently Issued Accounting Pronouncements

Accounting Changes and Error Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3 This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.

 
Stock Option Plan
 
In June 2000, the Board of Directors approved the adoption of a non-qualified and incentive stock option plan, the 2000 Stock Purchase and Option Plan (the "Plan"). The Plan is intended to provide incentives to key employees, officers, and consultants of the Company who provide significant services to the Company. There are 5,000,000 shares of common stock reserved for issuance under the Plan. Options vest as determined by the Board of Directors. The Plan expires on June 30, 2010.

The exercise price of options granted under the Plan will be determined by the Board of Directors, provided that the exercise price will not be less than 85% of the fair market value on the date of grant. In addition, if the option is granted to an officer or director of the Company, the exercise price will not be less than 100% of the fair market value on the date of grant. Furthermore, incentive stock options may not be granted to a 10% shareholder, unless the exercise price is 110% of the fair market value on the date of grant.


NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2006 consisted of the following:

Due to the discontinuance of the audio book production, the Equipment has been written down to zero.
 
Depreciation and amortization expense for continuing operations was $0 and $113,611 for the years ended December 31, 2006 and 2005, respectively.

 

AMERICANA DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
 
 
NOTE 5 - NOTES PAYABLE

Note Payable
 
$
1,169,793
 
         
Notes Payable - Convertible Debt
 
$
280,000
 
Total
 
$
1,449,793
 


NOTE 6 - COMMITMENTS AND CONTINGENCIES

Leases
 
The Company has no lease commitments at this time.

Rent expense was $0 and $38,262 for the years ended December 31, 2006 and December 31, 2005, respectively.

Financial Consulting Agreement
 
On January 1, 1999, the Company entered into a non-cancelable, Corporate Financial Consulting Agreement with its Chairman/majority shareholder. The agreement calls for the Company to pay the related party a monthly fee of $3,000 for a period of five years in consideration for the related party providing general assistance in identifying credit/capital resources as well as providing office, personnel, and facilities to the Company.

In addition, the agreement calls for the Company to pay the related party a 1% success fee for any gross amount of debt financing or net worth of any entity merged or acquired on behalf of the Company by the related party and a 1% renewal fee of the amount of such financial arrangements for a period of five years. Management believes that the monthly fee approximates the value of these services had the Company obtained these services from an unrelated party.

 

AMERICANA DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
 
 
NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

Employment Agreements
 
On January 1, 1999, the Company entered into an employment agreement with its Chairman/majority shareholder. Under the terms of the agreement, the employee receives a salary of $250,000 per year or 5% of gross revenue of the Company, whichever is greater. The Company may not terminate the agreement for any reason as it relates to the employee's disability, illness, or incapacity. Should the employee die during the term of employment, the Company will pay the employee's estate $500,000 in 50 monthly installments of $10,000. Subject to certain events, including the sale of substantially all of the Company's assets to a single purchaser or bankruptcy, the Company may terminate the agreement upon 90 days' written notice and pay the employee $500,000 in 12 consecutive monthly installments.

With cause, the Company may terminate the agreement with 12 months' written notice. During the notice period, the employee will be paid full compensation and receive a severance allowance of $250,000 in 12 consecutive monthly installments beginning on the date of termination. Without cause, the employee may terminate employment upon 12 months' written notice to the Company. During the notice period, the employee may be required to perform his duties and will be paid his full compensation up to the termination date and will receive a severance allowance of $250,000, which will be paid in 12 equal and consecutive monthly installments beginning on the date of termination.

On November 1, 1999, the Company entered into a one-year employment agreement with its Vice President/director, which contains an automatic three-year renewal. Under the terms of the agreement, the employee receives a salary of $36,000 per year, plus paid vacation of five weeks. The Company may not terminate the agreement for any reason as it relates to the employee's disability, illness, or incapacity. Subject to certain events, including the sale of substantially all of the Company's assets to a single purchaser or bankruptcy, the Company may terminate the agreement upon 90 days' written notice and pay the employee $500,000 in 12 consecutive monthly installments.

With cause, the Company may terminate the agreement with 12 months' written notice. During the notice period, the employee will be paid full compensation and receive a severance allowance of $250,000 in 12 consecutive monthly installments beginning on the date of termination. Without cause, the employee may terminate employment upon 12 months' written notice to the Company. During the notice period, the employee may be required to perform his duties and will be paid his full compensation up to the termination date and will receive a severance allowance of $250,000, which will be paid in 12 equal and consecutive monthly installments beginning on the date of termination.

Factoring Agreement - Continuing Operations

Litigation
 
The Company is involved in certain legal proceedings and claims which arise in the normal course of business. Management does not believe that the outcome of these matters will have a material effect on the Company's financial position or results of operations.


 

AMERICANA DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
 
 
 
NOTE 8 - SHAREHOLDERS' DEFICIT

Common Stock
During the years ended December 31, 2006 and 2005, the Company sold 101,544,166 and 24,130,833 shares, respectively, of common stock for $81,515 and $13,216, respectively, 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 cannot be sold for a period of one year.

During the years ended December 31, 2006 and 2005, the Company issued 131,919,832 and 4,674,250 shares, respectively, of common stock to employees and members of its Board of Directors for services rendered. Compensation expense of $159,300 and $138,748 was recorded with an offset to common stock and additional paid-in capital during the years ended December 31, 2006 and 2005, respectively.

During the years ended December 31, 2006 and 2005, the Company issued 624,261,724 and 29,212,850 shares, respectively, of common stock to outside consultants and companies for services rendered. These shares were recorded at their fair market value at the time of issuance. Consulting expense of $523,472 and $175,557 was recorded with an offset to common stock and additional paid-in capital during the years ended December 31, 2006 and 2005, respectively.

NOTE 9 - INCOME TAXES

A reconciliation of the expected income tax computed using the federal statutory income rate to the Company's effective rate for the years ended December 31, 2004 and 2003 was as follows:


 
 
2006
 
2005
 
Income benefit computed at federal statutory tax
         
rate
   
(34.0
)%
 
(34.0
)%
State taxes, net of federal benefit
   
(5.0
)
 
(5.0
)
Permanent differences
   
6.0
   
6.0
 
Valuation allowance
   
33.0
   
33.0
 
               
Total
   
-
%
 
-
%

Significant components of the Company's deferred tax assets for income taxes consisted of the following at December 31, 2004
 
Deferred tax assets

Net operating loss carry forward
 
$
8,201,768
 
         
Less valuation allowance
   
8,201,768
 
         
Net deferred tax assets
 
$
-
 
 

As of December 31, 2006, the Company had net operating loss carry forwards for federal and state income tax purposes of approximately $10,298,321 and $8,978,223, respectively. The net operating loss carry forwards begin expiring in 2017.
 

 

AMERICANA DISTRIBUTION, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2005
 
 
 
NOTE 10 - RELATED PARTY TRANSACTIONS

The Company entered into a financial consulting agreement with its Chairman/majority shareholder (see Note 7).

The Company entered into an employment agreement with its Chairman/majority shareholder (see Note 7).

The Company entered into an employment agreement with its Vice President/director (see Note 7).

During the year ended December 31, 2005, the Company issued a total of 131,919,832 shares of common stock to various Board members, various officers/Board members, and the Chairman/majority shareholder valued at $159,300 which represents the fair market value.


NOTE 11 - DEBT DEFAULTMENT

All amounts owed by Americana Publishing, Inc. are in default.

 
NOTE 12 - LITIGATION


NOTE 13 - SUBSEQUENT EVENTS
 
On April 2, 2007, the Company entered into a Securities Purchase Agreement with Cornell Capital Partners, LP (the "Investor"). Pursuant to the Agreement, the Company issued to the Investor a total of Sixty Five Thousand Seven Hundred Dollars ($65,700) of secured convertible debentures which shall be convertible into shares of the Company's common stock, par value $0.001 which was funded on the Closing Date for a total purchase price of up to Sixty Five Thousand Seven Hundred Dollars ($65,700). The conversion price of the convertible debentures is the lesser of (a) $0.0002 or (b) seventy five percent (75%) of the lowest Closing Bid Price during the ten (10) Trading Days immediately preceding the Conversion Date. In addition, Company issued a warrant to the Investor to purchase up to 328,500,000 shares of the Company's common stock at $0.0002 per share. The warrant is exercisable for five years from the date of issuance.
 
The Company is obligated to file a registration statement with the Securities and Exchange Commission ("SEC") covering the shares of common stock underlying the Convertible Note and Warrant within 30 days after the closing date. In addition, the Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 120 days after the closing date. The Company shall have an ongoing obligation to register additional shares of our common stock as necessary.

 


 
 
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
ITEM 8A. CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures
 
Donna Silverman, our principal executive officer and principal financial officer evaluated our disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a date within 90 days before the filing of this annual report (the Evaluation Date). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were adequate to ensure that information required to be disclosed by us, including our consolidated subsidiaries, in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations. Although our principal executive officer and principal financial officer believes our existing disclosure controls and procedures are adequate to enable us to comply with our disclosure obligations, we intend to formalize and document the procedures already in place and establish a disclosure committee.
 
Changes in internal controls
 
We have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.
 
 



PART III
 
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
The following table sets forth the names, ages, and titles of each of our directors and executive officers and employees expected to make a significant contribution to Americana.
 
 
Name
 
 
Age
 
 
Position
Donna Silverman
 
48
 
President, Chief Executive Officer, Chief Financial Officer and Director
Jeffrey Sternberg
 
57
 
Director
Craig Press
 
60
 
Director
 
 
 
 
 
 
All Directors of the Company will hold office until the next annual meeting of shareholders of the Company or until their successors are duly elected and qualified. None of our Directors, nor our outsider Advisors, currently receive any form of cash compensation for their participation on the Company’s Board of Directors. At the chairman’s discretion he may award stock and/or stock options to the Directors in lieu of cash compensation for services rendered.
 
The officers of the Company are appointed by the Board of Directors at the first meeting after each annual meeting of the Company’s shareholders, and hold office until their death, or until they shall resign or have been removed.
 
No individual on our Board of Directors possesses all of the attributes of an audit committee financial expert and no one on our Board of Directors is deemed to be an audit committee financial expert. In forming our Board of Directors, we sought out individuals who would be able to guide our operations based on their business experience, both past and present, or their education. We recognize that having a person who possesses all of the attributes of an audit committee financial expert would be a valuable addition to our Board of Directors, however, we are not, at this time, able to compensate such a person therefore, we may find it difficult to attract such a candidate.
 
Effective June 2, 2006, Mr. Michael Abri was removed from his position as Director of Americana.
 
Effective September 18, 2006, Mr. Peter Nasca has amicably and formally resigned his position as a member of the Board of Directors of Americana.
  
Biographical Information
 
Donna Silverman. Ms. Silverman has served as the Company’s President, Chief Executive Officer and Chief Financial Officer since December 19, 2005 and as a Director since October 21, 2005. Ms. Silverman also serves as a Director for Global IT Holdings, Inc. (OTC BB: GBTH.OB), Tech Laboratories, Inc. (OTC BB: TCHL.OB). Ms. Silverman founded Stedman Walker, Inc. in 1996, a New York based firm which specializes in raising capital for businesses through debt and equity financing. Ms. Silverman is also a business consultant on a non-exclusive basis for Knightsbridge Capital. Ms. Silverman is experienced in the area of financing for small to medium sized businesses. Ms. Silverman’s distinguished two (2) decade career began with the Wall Street investment firms of Jay W. & Kaufmann & Co. At Paulson Investment Company, a leading underwriter in the OTC market, Ms. Silverman spearheaded the launch of the firm’s first east coast office. During her career she has owned and operated brokerage offices in New York, New Jersey, Florida and Georgia, creating and managing a sales force of more than 150 registered representatives. During that time Ms. Silverman was responsible for the successful implementation and completion of more than fifty (50) public underwritings.

Craig S. Press. Mr. Craig Press was appointed to our Board of Directors on June 2, 2006. From 1996 to the present, Mr. Press has been the Vice President and head of operations for Georal International, Corp. and AJR International, Ltd., both located in Whitestone, New York. His responsibilities include the oversight and management of day to day operations of both company's employees, its sales, marketing, public relations and construction, of all of the company's products and services. Additionally, he is responsible for the day to day operations of the company's California facility and its personnel as well. Mr. Press also maintains control of the company's contacts with federal, state and municipal organizations as well as major real estate, banking and industrial corporations. Mr. Press is also a security consultant for anti-terrorism perimeter security, employee entrance and egress, fire, building and safety codes and negotiates all labor contracts with the New York City unions with which his company interacts. Mr. Press also sits on the Board of Directors of Advantage Capital Development Corp. and Global IT Holdings, Inc.




Jeffrey Sternberg. Mr. Jeffrey Sternberg was appointed to our Board of Directors on September 18, 2006. He has been the Executive Vice President and a member of the Board of Directors of Advantage Capital Development Corp. (AVCP.PK) since March 2004 and was appointed as their President, Chief Executive Officer, Chief Financial Officer and as the Chairman of their Board of Directors on July 16, 2004. SinceJune 2002, Mr. Sternberg has also been the managing member of Phoenix Capital Partners, LLC a financial investment company located in Hollywood, Florida. Prior to his acquiring Phoenix Capital Partners, LLC, between August 2002 and November 2002, he worked for Atico International based in South Florida. Atico is a specialty importer of goods. Immediately prior to that time, Mr. Sternberg had worked for seven years as a Senior Vice President at Herbko International, a worldwide manufacturer of general merchandise. Mr. Sternberg spent over two decades working with mass merchandisers, drug chains and specialty stores and consulting with regional and national buyers to distribute goods throughout the United States and Asia. Additionally, Mr. Sternberg served these and other customers by managing their imports and exports of products and arranging for the financing and the manufacturing of a wide variety of retail merchandise.
 
CERTAIN LEGAL PROCEEDINGS
 
No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.
 
CODE OF ETHICS
 
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Such code of ethics will be provided to any person without charge, upon request, a copy of such code of ethics by sending such request to us at our principal office.

 
ITEM 10. EXECUTIVE COMPENSATION
 
Summary Compensation Table
 
The following table shows the compensation paid over the past three fiscal years with respect to: (i) the Company’s President as of the end of the 2006 fiscal year; (ii) the two other most highly compensated executive officers (in terms of salary and bonus) serving at the end of the 2006 fiscal year whose annual salary and bonus exceeded $100,000; and (iii) up to two additional individuals who would be in category (ii) but for the fact that the individual was not serving as an executive officer of the Company at the end of the last completed fiscal year (the “named executive officers”):
  
SUMMARY COMPENSATION TABLE
Name and principal position
(a)
Year
(b)
Salary ($)
(c)
Bonus ($)
(d)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Compensation ($)
Nonqualified Deferred Compensation Earnings ($)
All Other Compensation ($)
Total ($)
Donna Silverman
2006
--
--
 $20,000 (1)
--
--
--
--
 $20,000
President and CEO
2005
--
--
 $22,336 (2)
--
--
--
--
$22,336
   
 
 
 
 
 
 
 
 
Craig Press
2006
--
--
$48,000 (3)
--
--
--
--
$48,000
Director
2005
--
--
--
--
--
--
--
--
                   
Jeffrey Sternberg
2006
--
--
--
--
--
--
--
--
Director
2005
--
--
--
--
--
--
--
--

 
(1)
We issued Donna Silverman, our President, Chief Executive Officer, and Chief Financial Officer, 10,000,000 shares of our common stock on May 26, 2006 for services rendered. Such shares were valued at the then current market price of $.002.
 
(2)
We also issued Donna Silverman 27,919,832 shares of our common stock on December 19, 2005 for services rendered. Such shares were valued at the then current market price of $.0008.
 
(3)
We issued Craig Press, our Director, 24,000,000 shares of our common stock on May 26, 2006 for services rendered. Such shares were valued at the then current market price of $.002.
  
No stock options were granted or exercised by any executive officer during the fiscal year ended December 31, 2006.
 
Directors
 
Our Board of Directors currently consists of 3 seats; however up to 9 may be elected to serve on the board. Directors serve for a term of one year and stand for election at our annual meeting of stockholders. Pursuant to our Bylaws, a majority of directors may appoint a successor to fill any vacancy on the Board of Directors.
 
Committees
 
The Board of Directors has set up three committees as part of the compliance with new reporting regulations that were enacted under the Oxley-Sarbanes Act. The following is a list of committees that are presently active and staffed by independent directors of the company.
 
COMMITTEE
MEMBERS
Audit Committee
None
 
Compensation Committee
None

The Board of Directors has yet to determine its Audit Committee financial expert, which such expert is required to be “independent” under the Securities Exchange Act of 1934, as amended.
 
Compliance With Section 16(a) Of The Securities Act Of 1934
 
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange commission initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us copies of all Section 16(a) forms they file.



 
Based on available information, we believe that all filings with respect to Section 16(a) are current.
 
The following table contains information regarding options granted during the year ended December 31, 2006 to Americana’s named executive officers.
 
OPTIONS GRANT TABLE
 
NAME
NO. OF SECURITIES UNDERLYING OPTIONS/SAR’S GRANTED
(#)
% TOTAL OPTIONS/SAR’S GRANTED TO EMPLOYEES IN YEAR ENDED DECEMBER 31, 2006
(%)
EXERCISE OR BASE PRICE
($ PER SHARE)
EXPIRATION DATE
 
 
 
 
 
Donna Silverman
--
--
--
--
President, CEO, CFO and Director
 
 
 
 
 
 
 
 
 
Craig Press
--
--
--
--
Director
 
 
 
 
 
 
 
 
 
Jeffrey Sternberg
--
--
--
--
Director
 
 
 
 


The following table contains information regarding options exercised in the year ended December 31, 2006, and the number of shares of common stock underlying options held as of December 31, 2006, by Americana’s named executive officers.
 
AGGREGATED OPTIONS/SAR EXERCISES
IN LAST FISCAL YEAR AND
  FISCAL YEAR END OPTIONS/SAR VALUES
 
NAME
SHARES ACQUIRED ON EXERCISE
VALUE REALIZED
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS/SAR’S AT FY END
(#)
IN THE MONTEY OPTIONS/SAR’S AT FY END
($)
 
 
 
 
 
Donna Silverman
--
--
--
--
President, CEO, CFO and Director
 
 
 
 
 
 
 
 
 
Craig Press
--
--
--
--
Director
 
 
 
 
 
 
 
 
 
Jeffrey Sternberg
--
--
--
--
Director
 
 
 
 

Stock Option Grants In The Past Fiscal Year
 
We have not issued any grants of stock options in the past fiscal year to any officer or director.
 
 

 
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth information about the beneficial ownership of our common stock as of April 17, 2007, by (i) each person who we know is the beneficial owner of more than 5% of the outstanding shares of common stock (ii) each of our directors or those nominated to be directors, and executive officers, and (iii) all of our directors and executive officers as a group.
 
Title of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership
 
Percentage of Common Stock(1)
 
 
 
 
 
 
 
 
 
 
Common Stock
Donna Silverman
18851 Northeast 29th Avenue, Suite 306,
Aventura, Florida 33180
38,069,8322
(2)
2.8%
 
 
 
 
 
Common Stock
Jeffrey Sternberg
18851 Northeast 29th Avenue, Suite 306,
Aventura, Florida 33180
--
 
0%
 
 
 
 
 
Common Stock
Craig Press
18851 Northeast 29th Avenue, Suite 306,
Aventura, Florida 33180
24,000,000
 
1.8%
 
 
 
 
 
Common Stock
All Directors and Executive Officers as a Group (Three Persons)
62,069,832
 
4.6%
 
 
 
 
 
 
 
 
 
 
Common Stock
Advantage Capital Development Corp.
20,670,083
 
1.5%
 
2999 N.E. 191st Street PH@
Aventura, Florida 33180
 
 
 
 
 
 
 
 
Common Stock
Advantage Fund I Inc.
20,670,083
 
1.5%
 
c/o Advantage Fund I LLC
 
 
 
 
2999 N. E. 191st Street, PH2
 
 
 
 
Aventura, FL 33180
 
 
 
 
 
 
 
 
Common Stock
Alexy Resources LLC
14,702,720
 
1.1%
 
c/o Newbridge Securities
 
 
 
 
1451 West Cypress Creek Road, Suite 204
 
 
 
 
Fort Lauderdale, FL 33309
 
 
 
 
 
 
 
 
_________

 
(1)
Applicable percentage of ownership is based on 70,000 shares of common stock outstanding as of April 17, 2007 together with securities exercisable or convertible into shares of common stock within sixty (60) days of April 17, 2007 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of April 17, 2007 are deemed to be beneficially owned by the person holding such options for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
  
(2)
Of these shares, Ms. Silverman beneficially owns 37,919,832 shares in her own name and 150,000 in her capacity as sole shareholder of Kennedy, Matthews Healy & Pecora, Inc.
 
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
On January 1, 1999, we entered into a Corporate Finance Consulting Agreement with B. H. Capital Limited, an entity owned and controlled by our President and Chief Executive Officer, Mr. George Lovato, Jr. The term of the agreement is for 5 years. This agreement requires us to pay a success fee to B. H. Capital Limited for any financing obtained for Americana by B. H. Capital Limited. The success fee is calculated as 1% of the gross amount of financing raised.
 
    We pay B. H. Capital Limited a $3,000.00 monthly facility use fee for use of B. H. Capital Limited’s office, personnel, and facilities. This agreement was also entered into on January 1, 1999 and had an initial term of 3 years. The lease is currently continuing on a month-to-month basis.
 
    In January 2000, we entered into a lease with Tierra Americana Real Estate, LLC, an entity controlled by our President and Chief Executive Officer, Mr. George Lovato, Jr., for the premises located at 142 Truman Street, Albuquerque, New Mexico. We use this space for offices and warehousing. We also sublet a portion of this space. The lease has a term of four years.
 
    In September, October and November 2001, our director, Jerome Ruther, loaned us $100,000, in each month, respectively. Each loan accrues interest at the rate of 30% per year. Interest is to be paid monthly and principle is to be paid one year from the date of the loan. No payments of principle or interest have been paid toward this obligation.
 
    In December 2001, our Chief Financial Officer and director, Don White, loaned us $10,000. The loan accrues interest at the rate of 30% per year. Interest is to be paid monthly and principle is to be paid one year from the date of the loan. No payments of principle or interest have been paid toward this obligation.
 
    We have failed to pay any of the above loans in accordance with their terms. If they choose to do so, the holders of the promissory notes could declare the loans in default and foreclose on the collateral. The note holders could also file legal actions against us. If that were to happen, it would divert management’s attention from the business and require us to incur legal fees and expenses to defend the actions. If we were unsuccessful in our defense actions, in addition to the payment of the principal and interest and our legal fees and expenses, we would be responsible for paying the note holders’ collection costs and attorney’s fees. Attempts at collection of these debts could effect our ability to continue our operations.
 
    During 2002, employees of Corporate Media Group, Inc. loaned money to Corporate Media Group, Inc. or its division, Visual Energy Studio. The loans totaled $83,397. The loans were not documented with promissory notes. Of this amount, $48,751 was loaned to Corporate Media Group by Richard Durand.
 
    Our former Chairman, George Lovato, Jr. allowed the use of various credit cards utilized to purchase certain raw materials and services. These short term loans are intended to be paid back as soon as funds are available. The total credit card loan amount is $24,026.17.



 
B. H. Capital Limited purchased various duplication and packaging equipment and in turn leased this equipment back to the Company for a gross lease amount of $35,000. Lease payments are being made on a monthly basis of $1,700. This lease was executed in January of 2004 and is anticipated to terminate December of 2005.
 
We have a business consulting agreement with Knightsbridge Capital, a firm which Ms. Donna Silverman, our current President, Chief Executive Officer, Chief Financial Officer and Director, serves as an independent consultant.
 
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
 
(a)  Exhibits:
 
 
None
 
 
(b) Reports of Form 8-K filed in fourth quarter of the fiscal year:
 
On January 12, 2006, we filed a Form 8-K regarding a Financing Agreement with Montgomery Equity Partners.

On April 11, 2006, we filed a Form 8-K regarding a Stock Purchase and Share Exchange Agreement between our subsidiary Americana Licensing, Inc. and R&R Licensing Holdings, Inc.

On September 25, 2006, we filed a Form 8-K regarding a change in directors.

On April 10, 2006, we filed a Form 8-K regarding a Financing Agreement with Cornell Capital Partners.
 
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Audit Fees
 
For the Company’s fiscal years ended December 31, 2006 and 2005, we were billed approximately $70,000 and $41,500 for professional services rendered for the audit of our financial statements. We also were billed approximately $$7,500 and $7,500 for the review of financial statements included in our periodic and other reports filed with the Securities and Exchange Commission for our year ended December 31, 2006 and 2005.
 
Tax Fees
 
For the Company’s fiscal year ended December 31, 2005 and 2004, we were billed approximately $ 0 and $ 0 for professional services rendered for tax compliance, tax advice, and tax planning.
 
All Other Fees
 
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended December 31, 2006 and 2005.
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

  
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
 
     
  AMERICANA DISTRIBUTION, INC
 
 
 
 
 
 
Date: April 17, 2007 By:   /s/ Donna Silverman
 
Donna Silverman
 
President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Director
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
NAME
TITLE
DATE
 
 
 
 
 
 
 
 
 
/s/ Donna Silverman

Donna Silverman
President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Director
 
April 17, 2007
 
 
 
 
 
 
 
 
 
     
/s/ Jeffrey Sternberg

Jeffrey Sternberg
Director
 
April 17, 2007
 
 
 
 
 
 
 
 
 
 
     
 
/s/ Craig Press

Craig Press
Director
 
April 17, 2007
 
 
 
 
 
 
 
 
 
 
 




AMERICANA DISTRIBUTION, INC.
FINANCIAL CODE OF ETHICS

As a public company, it is of critical importance that Americana Distribution, Inc. ("Americana") filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with Americana, employees may be called upon to provide information to assure that Americana's public reports are complete, fair, and understandable. Americana expects all of its employees to take this responsibility seriously and to provide prompt and accurate answers to inquiries related to Americana's public disclosure requirements.

Americana's Finance Department bears a special responsibility for promoting integrity throughout Americana, with responsibilities to stakeholders both inside and outside of Americana. The Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Finance Department personnel have a special role both to adhere to the principles of integrity and also to ensure that a culture exists throughout Americana as a whole that ensures the fair and timely reporting of Americana's financial results and conditions. Because of this special role, the CEO, CFO, and all members of Americana's Finance Department are bound by Americana's Financial Code of Ethics, and by accepting the Financial Code of Ethics, each agrees that they will:

- Act with honesty and integrity, avoiding actual or actual conflicts of interest in personal and professional relationships.
- Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in the reports and documents that Americana files with, or submits to, government agencies and in other public communications.
- Comply with the rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies.
- Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated.
- Respect the confidentiality of information acquired in the course of one's work, except when authorized or otherwise legally obligated to disclose.
- Confidential information acquired in the course of one's work will not be used for personal advantage.
- Share job knowledge and maintain skills important and relevant to stakeholders needs.
- Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and in the community.
- Achieve responsible use of, and control over, all Americana assets and resources employed by, or entrusted to yourself, and your department.
- Receive the full and active support and cooperation of Americana's Officers, Sr. Staff, and all employees in the adherence to this Financial Code of Ethics.
- Promptly report to the CEO or CFO any conduct believed to be in violation of law or business ethics or in violation of any provision of this Code of Ethics, including any transaction or relationship that reasonably could be expected to give rise to such a conflict. Further, to promptly report to the Chair of Americana's Audit Committee such conduct if by the CEO or CFO or if they fail to correct such conduct by others in a reasonable period of time.