`SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(X) Annual Report pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934 for the fiscal year ended December 31, 2004.

( ) Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No Fee Required) for the transition period from to

                                   000-25783
                             Commission File Number

                           Americana Publishing, Inc.
             (Exact name of registrant as specified in its charter)

                               Colorado               84-1453702
              (State or other jurisdiction of   (IRS Employer ID No.)
              incorporation or organization)

                          303 San Mateo NE, Suite 104A
                          Albuquerque, New Mexico 87108
                    (Address of principal executive offices)

                                 (505) 265-6121
              (Registrant's telephone number, including area code)

           Securities registered pursuant to section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                                  Common Stock

Check whether the issuer: (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to be file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this form 10-KSB [ ]

State issuer's revenues for its most recent fiscal year: $1,229,978

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act). As of April 8, 2005 the market value of the
voting stock held by non-affiliates was $4,378,309.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 31,915,453 shares as of April 8, 2005.

DOCUMENTS INCORPORATED BY REFERENCE if the following documents are incorporated
by reference, briefly describe them and identify the part of the Form 10-KSB
into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities
Act"). The listed documents should be clearly described for identification
purposes. None.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]



                     AMERICANA PUBLISHING, INC. FORM 10-KSB

                                      INDEX

PART I                                                                          PAGE

Item 1.  DESCRIPTION OF BUSINESS                                                1-3
Item 2.  DESCRIPTION OF PROPERTY                                                  4
Item 3.  LEGAL PROCEEDINGS                                                      4-5
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                      5

PART II

Item 5.  MARKET FOR THE COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
           PURCHASES OF SECURITIES                                              5-8
Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS             8-16
Item 7.  FINANCIAL STATEMENTS                                                  F-1-F-18
Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE;                                    17
Item 8A. CONTROLS AND PROCEDURES                                                17-18

PART III

Item 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                     18-19
Item 10. EXECUTIVE COMPENSATION                                                 19-20
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         AND RELATED STOCKHOLDER MATTERS                                           21
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                            21
Item 13. EXHIBITS AND REPORTS ON FORM 8-K                                          22
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                    23

SIGNATURES                                                                         23


                                     PART I


This Annual Report on Form 10-KSB contains "forward-looking statements". These
forward-looking statements are based on our current expectations, assumptions,
estimates and projections about our business and our industry. Words such as
"believe," "anticipate," "expect," "intend," "plan," "may," and other
similar expressions identify forward-looking statements. In addition, any
statements that refer to expectations, projections or other characterizations of
future events or circumstances are forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those reflected in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, the following:

*    whether or not we can raise the capital necessary to implement our business
     plan and fund future operations,

*    whether or not we are able to expand the market for our products,

*    whether  or not the  acquisitions  we have made or that we will make in the
     future will be profitable,

*    increased competition in our niche market, truck stops, that would cause us
     to reduce the sales price of our products or that would otherwise adversely
     impact our sales,

*    changing  economic  conditions  that may impact  discretionary  spending by
     consumers,  and

*    other factors, some of which will be outside our control.

You are cautioned not to place undue reliance on these forward-looking statements,
which relate only to events as of the date on which the statements are made. We
undertake no obligation to publicly revise these forward-looking statements
to reflect events or circumstances that arise after the date hereof. You
should refer to and carefully review the information in future documents we
file with the Securities and Exchange Commission.

                        Item 1.  DESCRIPTION OF BUSINESS

THE COMPANY

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 chairman,
Chief Executive Officer and President. We were incorporated under the laws of
the State of Colorado on April 17, 1997.

We are a multi-media publishing company and wholesale product provider to
media distributors. We believe that consumers today desire audio books, e-books,
CD-ROMs or a downloadable digital file in addition to traditional print books.
We believe that of the approximately 17,000 publishers in the United States,
many are unable to, or choose not to, publish manuscripts in alternative formats.
We publish and sell audio books, print books and electronic books in a variety of
genres, including mystery, western,  personal development, spiritual and children's
publications.

Books are selected for publication based on information that we receive from
book buyers and from our network of wholesale distributors. We receive manuscripts
from independent authors, as well as from publishing houses.

We license the manuscripts we publish either directly from the author or from the
publishing house.  We normally pay a royalty of 10% on the proceeds of the books
we sell. License agreements may also require an advance royalty deposit, in a
range of  $250 to $500 per title licensed. The average term for a license agreement
is five years. At the end of 2004, we held license rights to approximately 160 titles.

                                       1

Sales are generated through telemarketing, direct mail and through industry contacts
by our employees.  Approximately 87% of our sales come from the placement of our
products in truck stops. Our products are placed through a network of industry sector
distributors who purchase the products from us wholesale. Our products are also
sold directly to bookstores and libraries, primarily through  telemarketing,
and to businesses and consumers via the Internet, through our website, americanabooks.com.
Approximately 10% of our sales are generated by telemarketing and the remaining 3%
of our sales are generated via our website. We also publish a catalog of our audio
books that we update regularly, which is provided to potential wholesale book buyers,
bookstores and libraries on a regular basis. Sales that result from our catalogue
mailings are not tracked separately but are included in our computation of sales
resulting from telemarketing.

Audio Books

We currently offer more than 600 audio book titles.  We publish our audio books
on both cassette-tape and CD format. During the 2004 fiscal year we published
117 of our audio titles in both cassette-tape and CD format, 140 titles solely
on cassette tape, and 80 titles solely on CD, the remaining 263 titles have been
published but are currently back listed titles. We expect that consumer demand
for books will continue to shift from cassette tape to CD format.

During the 1st quarter of 2005, we redesigned our website to allow consumers to
rent audio books in CD format. We expect this as well as other enhancements to our
website to add to our product revenue streams.  We continue to make available 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. During 2004,
we re-edited the "Sampler Tape" to include new selections that display the broader
range of titles we now offer.  We began providing the new "Sampler Tape" in 2005.

Audio book sales in the United States are primarily made through wholesale distributors.
These distributors include BARJAN, KSG, UAV, TNG, and AUDIO ADVENTURES. This group
of distributors place our products in regional and national truck stop "chains"
that include FLYING J, LOVE'S, SAPP BROTHERS, TRAVEL CENTERS OF AMERICA, and PILOT.
In this industry sector, our products are present in over 850 retail outlets
serving the trucking and travel industry. While we are not dependent on any single
distributor, if we were to lose two or more of these distributors, without
replacing them with another outlet source, it would have a material adverse impact
on our revenues and results of operations. During the year ended December 31, 2004,
these five major customers represented 29%, 20%, 13%, 5% and 5% of our net sales,
respectively.

In addition to this wholesale distribution network, our books are sold to approximately
17,000 retail stores and approximately 5,000 libraries. To obtain greater market
exposure and sales penetration, we have customer 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.  Pursuant to these database and order processing agreements,
the wholesalers or retailers who are parties to the agreements include our titles
in their listings of available inventory and we include their titles in our listings
of available inventory.

During the fiscal year ended December 31, 2004, audio books in both cassette tape
and CD formats accounted for 99.1% of our sales revenues.  We duplicate, package
and ship our audio book products in-house.  Our duplication equipment allows us to
reduce cost while increasing efficiency and speeding up delivery time.  We leased
and purchased this equipment in the 1st quarter of 2004.


Print Books

During 2004, we added two more print books: Hiding Under the Table and Missing Marlene.
The Company has published 8 print books, however six print books the Company no
longer owns the rights to.  The current print books only account for approximately $2,000 in
sales.



                                       2


Electronic Books

During 2005 we plan to offer books that may be downloaded from our website, although
there is no assurance that we will accomplish this goal since we have not yet
developed software that will protect these products from unauthorized duplication.
For that reason, we have not, to date, promoted these titles nor made them available
for purchase.  We currently have 15 books that will be available electronically.
There were no sales of electronic books during the 2004 fiscal year.

Coreflix

During the third quarter of the 2004 fiscal year, we acquired the operations and
assets of Action Media Group, LLC (doing business as Coreflix) in consideration
of 8,000,000 of our pre-split common shares..  Coreflix rents action sports DVDs
from its website. The acquisition of these assets will diversify our product
offerings and, we believe, expand our customer base.  During the quarter ended
September 30, 2004, we retained the services of Mr. Ben Padnos to assist our
employees with integrating the Coreflix operations.  Mr. Padnos continues to
render these services to us.


Competition

At this time we do not represent a significant competitive presence in the audio
book publishing and selling industry. We are seeking to raise our profile in a
number of ways, including giving higher visibility to lesser known authors,
providing easier ways to find products on our website by use of our specially
designed search engine, providing faster delivery of products sold, and
providing competitive pricing whenever possible.

Nonetheless, since we began to sell to the truck stop market in 2003, we have
established wholesale distribution-customer contracts with key distributors,
including BarJan, Audio Adventures, UAV, TNG, and KSG. We believe that we are
now recognized in the truck stop market as one of the significant suppliers of
the audio products purchased.

We currently publish series works by authors Barry Sadler, Jerry Ahern, Axel Kilgore,
Jeffrey Lord, Dana Fuller Ross, Donald Clayton Porter, Matthew S. Hart, Hank
Mitchum, Michael D. Cooper, Louis Tridico, William W. Johnstone, Erick Neilson,
Brian Lutterman, Paul Dengelegi, and Mack Maloney.



Government Regulation

In general, other than state or local licensing laws, our business is not
subject to government regulation. Because most of our telemarketing is targeted
to other businesses, the "National Do Not Call Registry" has not had a
significant effect on us. Also, because the percentage of sales we make via the
Internet is so low, we do not believe that legislation taxing Internet sales, or
regulating email solicitations or otherwise regulating Internet commerce will have a
material adverse impact on our business.

Employees

As of December 31, 2004, we employed 15 full time employees.

                        Item 2. DESCRIPTION OF PROPERTY

Our principal offices are located at 303 San Mateo NE, Suite 104A, Albuquerque,
New Mexico 87108. The premises are leased and the condition of the premises is
good. The original lease was for a term of 3 years. Upon the expiration of the
original term in December 2001, we began to lease the premises on a month-to-month
basis. The rent is $3,000 per month. These offices are primarily utilized for
administration, accounting, and marketing.

We lease additional office and warehouse space located at 142 Truman Street,
Albuquerque, New Mexico. The term of the lease is a month to month tenancy, accruing
rent at the rate of $5,000 per month.  This larger facility is utilized for graphics
design, production-duplication of cassettes and CDs, packaging and shipping, web
service, and sales support.

Both the building in which our principal office is located and the building in which the
additional office and warehouse space is located are owned by entities owned and
controlled by our President and Chief Executive Officer, George Lovato, Jr.

                            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.


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.

During 2004, New Mexico counsel continues in the normal course of business and
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 and Court
scheduling to handle 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 and intend to seek recovery for compensatory and 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. We are vigorously contesting the claim. Preliminary hearings have been held
by telephone conference on or about March 24, 2005. The American Arbitration
Association has set June 27, 2005 as the hearing date before the designated Arbitrator.

Other than these reported actions and resolutions, we know of no pending nor
threatened litigation as of the end of the 4th quarter of 2004.

                        Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                 Part II

                        Item 5. MARKET FOR COMMON EQUITY
            AND RELATED SHAREHOLER MATTERS AND SMALL BUSINESS ISSUER
                             PURCHASE OF SECURITIES

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 APBI. The following table represents the closing high
and low bid information for our common stock during the last two 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.

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

2003                                 High                   Low
First Quarter                       $1.00                  $0.64
Second Quarter                      $2.40                  $0.38
Third Quarter                       $3.40                  $1.48
Fourth Quarter                      $1.24                  $0.68


There were approximately 1,500 holders of common stock as of December 31, 2004.
We have not paid any dividends in the past and currently we have no plans to pay
dividends in the foreseeable future.


                                       4

Recent Sales of Unregistered Securities

During the 2004 fiscal year, 11,002,588 post split shares of our unregistered common
stock not otherwise previously reported were issued to the following individuals:

o    3,812,500 shares were issued to our Chief Executive  Officer and President,
     George Lovato;
o    850,000 shares were issued to our Chief Financial Officer, Don White;
o    637,500  shares were issued to Dr. David  Poling,  a member of our Board of
     Directors;
o    125,000  shares were issued to Jay Simon,  a member of our Board of Directors;
o    362,500  shares were issued to Jerome Ruther,  a member of our Board of Directors;
o    366,250 shares were issued to various other employees; and
o    4,848,838 shares were issued to various consultants.

All of this stock was issued in lieu of cash compensation for services rendered
or as a bonus for extraordinary services rendered. The common stock was issued
at an average price of $0.15 per share to employees, officers and directors for
total services valued at $966,500 and to consultants for total services valued
at $1,374,260. These transactions were made pursuant to an exemption provided by
Section 4(2) of the Securities Act of 1933.


                Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

GENERAL

Our primary business is the publication and sale of audio books, but we
also offer print books, intend to offer electronic books, and offer DVD's for rent.
Thus far, almost all of our revenues have been earned from the sale of audio books.


Our former subsidiary, Corporate Media Group, Inc. filed for protection under the
provisions of Chapter 7 of the US Bankruptcy Code on August 5, 2003. In the
2nd quarter of 2004, pursuant to Federal Bankruptcy Court Rules of Procedure and
generally accepted accounting rules, the assets and liabilities of CMG were
removed from our consolidated financial statements. This action resulted in a
one time equity improvement to the Company's balance sheet of $2,166,803.


                                       7


We currently have limited internal and external sources of liquidity. At this
time, aside from what we will spend on duplication equipment, we have
made no material commitment for capital expenditures. During the year ended
December 31, 2004, we spent approximately $147,644 for the production of audio
masters. Our budget projections for the calendar year 2005
are for $100,000 in capital expenditures, primarily for additional duplication,
packaging, direct mail, recording equipment and the production of audio masters.

With the exception of a continuing flatness in sales of our products to audio book
distributors and retailers, and the uncertainty related to whether or not we
will be able to raise working capital when we need it, we do not know of any trends,
events or uncertainties that are expected to have a material impact on our net
sales and income from continuing operations. Sales of our books are not seasonal
in nature, although we may experience an increase in sales during the year-end holidays.

The Company intends to stimulate sales through direct marketing efforts to individual
retail customers.  This will be accomplished through direct mail, email blasts
and telemarketing.  Thus these sales are expected to increase the Company sales margin.

RESULTS OF OPERATIONS

Year Ended December 31, 2004, Compared to Year Ended December 31, 2003.

Our revenues from operations for the year ended December 31, 2004 were
$1,229,977 as compared to revenues of $1,277,572  for the year ended December 31,
2003. Revenues decreased  due to a decrease in the Company's truck stop sales.

Our gross profit from operations for the fiscal year ended December 31, 2004
decreased to $726,331  as compared to $792,690  for the fiscal year ended December
31, 2003. Our gross margin percent decreased  to 59 % in fiscal year 2004 from
65 % in fiscal year 2003. The decrease in gross profit from operations is
attributable to price reductions, while the decrease  in gross margin percent
is attributable to selling larger amounts of audio books at reduced prices.
This was a result of decreasing aging inventory at liquidation prices.

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 increased by $361,118,
to $3,524,078 for the year  ended December 31, 2004 as compared to $3,162,960
for the year ended December 31, 2003, a 11%  increase. This increase  is primarily
attributable to an increase in salary expense, factoring expense, and setting up
a reserve for uncollectible AR of $178,541.

Interest expense was $12,865 during the year ended December 31, 2004 as compared
to the year ended December 31, 2003 was $0.  The $12,865 interest expense is in
regards to the June 2004 Convertible Debentures.

Our net ordinary  loss from operations was $2,951,409  for the year ended December 31,
2004 as compared to a loss from operations of $2,520,989  for the year ended
December 31, 2003, an increase in ordinary loss of $430,420. The increase  in
net ordinary loss from operations was primarily attributable to an increase in
the issuance of common stock for services.

Our net loss for the year ended December 31, 2004 was $(819,901)  as compared to
$2,520,972 in net loss for the year ended December 31, 2003. The reduction in
net loss resulted from a one time adjustment to our financial statements in the
amount of ($2,166,803) made as a result of the finalization of the Corporate Media
Group, Inc. bankruptcy, which allowed us to remove its net liabilities from our
consolidated financial statements.

                                       8


GOING CONCERN

Our 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. During the years ended December 31, 2004 and
2003, we incurred net losses of $819,901  and $2,520,972 , respectively. In
addition, as of December 31, 2004, our total current liabilities exceeded our
total current assets by $1,008,447. These factors, among others, raise substantial
doubt about our ability to continue as a going concern.  The Company intends to
acquire a new financing facility in the range of $500,000 to $1,000,000 in the
near future.  This capital will be used to eliminate old debt as well as to
engage in certain marketing activities that are intended to increase both sales and margin.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2004 we had $1,356 in cash on hand. Our primary sources of cash
during the year ended December 31, 2004 came from revenues earned from the sale
of our products, our factoring arrangement and the sale of our securities.
During 2002, the Company entered into an asset based line of credit factoring
agreement with Langsam Borenstein Partnership. Pursuant to this agreement, we sell
selected accounts receivable to Langsam Borenstein Partnership in the face
amount of no less than $5,000 per month. Langsam Borenstein Partnership charges
a varying commission on each invoice sold, depending on the number of days
payment is outstanding. The commission may vary from 4% to 10%. This agreement
has no set term and may be cancelled by either party on notice to the other. As
part of this transaction, we granted to Langsam Borenstein a security interest
in our assets, including our receivables. This security interest is subordinate
to the security interest granted to the holders of our 6% Convertible
Debentures. The Company engaged in a transaction in June of 2004 whereby $290,000
in convertible notes with warrant coverage were sold to various investors. All
of our assets have been pledged to two creditors. At December 31, 2004 we had a
net ordinary loss from continuing operations of $2,938,544, and a total net
loss of $(819,901).

Net cash provided by operating activities during the year ended December 31,
2003 was $196,432 as compared to $(58,248) of net cash used in operating
activities during the year ended December 31, 2004, a decrease of $254,680.

Net cash used in investing activities totaled $318,098 for the year ended
December 31, 2004 as compared to net cash used in investing activities in
the amount of $28,981 for the year ended December 31, 2003. Cash was used for
the purchase of audio tape and CD stock for master recordings and for studio
time and voice talent during the fiscal year ended December 31, 2004

Net cash provided by financing activities totaled $40,944 for the year ended
December 31, 2003 as compared to net cash provided by financing activities
totaling $341,912 for the year ended December 31, 2004. The Company borrowed
$257,311 on a Convertible Debenture, the balance of $84,601 was from the sale of
common stock.

Our attainment of profitable operations is dependent upon our ability to license
new titles cost-effectively, our ability to increase sales of our products and
our ability to keep our expenses under control.  We are attempting to increase
our market share by selling not only to distributors, but also by selling directly
to truck drivers and to independent truck stops.  We have also attempted to
reduce our costs by integrating audio and print graphic design, printing, duplication
and packaging production.  This was accomplished through changing the packaging
for both CD and cassette format books so that the cover design and the casing were
comprised as one single unit rather than two separate components.

By September 30, 2004, the operations of Action Media Group, LLC (doing business
as "Coreflix") were fully integrated with our operations in Albuquerque, New Mexico.
Through the Coreflix name, we rent action sports DVD's through the Coreflix website.
During the 2004 fiscal year, Coreflix produced gross revenues of $11,024.
Now that the Coreflix operations are fully integrated, we expect these revenues
to increase.

We project that during 2005, the technology afforded by Coreflix' operations
will provide us with the opportunity to cost-effectively expand the distribution
of our audio library products. Specifically, our goal is to expand the purchase
of our existing audio product assets by offering online/web sales and eventually
modifying this same sight to offer downloading of these traditional cassette and
CD audio products.  If we are successful in implementing this plan, and overcome
security and potential counterfeiting concerns, we expect margins on these sales
to be greater than sales made to distributors.  These downloadable products, from
existing library assets, would be a B2C transaction. This expansion would represent
improved utilization of existing Company assets, technology, and personnel.

The Company continues to seek methods to reduce expenses. The 2nd quarter's redesign
of cassette tape packaging, produced in the 3rd quarter a reduction in costs for
raw materials and labor required to assemble, package, and ship our products.
Additionally, changing the CD raw material supplier produced a higher product
quality and a labor savings through reduction of product duplication-production
time. The Company also prints all products through the use of high speed, high
resolution laser printing equipment. These cost savings should continue to benefit
the Company in the future.

Marketing initiatives by the Company during 2004 increased sales in those targeted
efforts. With improved inventory control, the Company has been able to provide
targeted promotional sales incentives to its primary wholesale distribution network.
Excess aging inventory was offered at reduced pricing to these wholesalers.
These promotional activities periodically improved sales and revenue.  The Company's
"800" number call in sales decreased from $66,735 in 2003 to $51,423 in 2004 due
to the increased focus on reduction of aging inventory. The Company anticipates
that the telemarketing, email blasts and direct mail efforts should improve sales in 2005.

Sales personnel generated improved results from two primary customers in the core
industry sector served by the Company. During the 3rd quarter of 2004 we entered
into an agreement with The News Group (TNG). TNG operates in 10 major regions across
North America, which customer network includes the Army and Air Force Base Exchange
Systems, as well as national networks of truck stops, convenience marts, and
retail drug stores. In August 2004, TNG placed its initial monthly order of
approximately $7,000.  Additionally, during 2004, the Company's largest customer,
Audio Adventures, Inc., purchased product at a higher rate than in 2003.  During
the 2004 fiscal year, Audio Adventures ordered product totaling $237,174 as compared
to product orders of $67,663 in 2003.

Effective August 26, 2004 we implemented a 40:1 reverse stock split which was
approved by our stockholders on January 30, 2004. This action was taken due to
the belief that the sub-penny per share price was an ongoing hindrance to
qualified investor review of our business, and subjected our common stock to
downward volatility. Effective August 26, our stock ticker symbol was changed to
APBI.


While our business plan is not reliant upon the acquisition of related businesses,
we continue to consider such acquisitions.  Due to our extremely tight cash flow,
any such acquisition would have to be made  by using shares of our common stock.
We are not presently engaged in any negotiations with, nor do we have any commitments
to, any person or entity to acquire any business or assets.

During the next 12 months we will finance our operations primarily through
revenues from sales of our products although, if our revenues are inadequate, we
will be required to seek additional funds through sales of our securities or
from related party loans. The Company is in discussion with various financing
sources to provide financing for the Company in the near future, however we
cannot guarantee that we will be successful in raising additional capital when
we need it. If we need money for our operations but we are not successful
in generating sufficient revenues, raising money through the sale of our
securities or borrowing money, we may be required to significantly curtail, or
to cease, our operations.



                                       9


During 2002, we entered into an asset based line of credit factoring agreement
with Langsam Borenstein Partnership. Pursuant to this agreement, we sell
selected accounts receivable to Langsam Borenstein Partnership in the face
amount of no less than $5,000 per month. Langsam Borenstein Partnership charges
a varying commission on each invoice sold, depending on the number of days
payment is outstanding. The commission may vary from 4% to 10%. This agreement
has no set term and may be cancelled by either party on notice to the other. As
part of this transaction, we granted to Langsam Borenstein a security interest
in our assets, including our receivables. This security interest is subordinate
to the security interest granted to the holders of our 6% Convertible
Debentures.

In September, October and November 2001 our director, Jerome Ruther, loaned us
$100,000, $100,000 and $100,000, 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. This obligation is currently in default, as
no payments of principle or interest have been paid toward this obligation. To
date, no demand for payment or attempt to collect this obligation has been made
by Mr. Ruther. Payment of each of these obligations is secured with 500,000 pre-split
shares of our common stock.

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.
This obligation is currently in default, as no payments of principle or interest
have been paid toward this obligation. To date, no demand for payment or attempt
to collect this obligation has been made by Mr. White. Payment of this
obligation is secured with 100,000 pre-split shares of our common stock.

A shareholder loaned us $50,000, $2,500 and $25,000 in September 2002, November
2002 and December 2002, respectively. These loans accrue at an interest rate of 6%.
The Company is currently making payments of $500.00 per month.

We entered into a securities purchase agreement, as of April 1, 2002, with a number of
investors who agreed to purchase an aggregate of $200,000 in principal amount of
our 12% senior secured convertible debentures, which were to mature on April
2003. Together with such debentures, the investors were also issued Class A
warrants and Class B warrants. This agreement was restructured on June 15, 2003.
Pursuant to the restructuring agreement, the principal amount of the debentures
was increased to $337,195, the interest rate of the debentures was reduced to 6%
and is paid quarterly and the due date of the debentures was extended until June
15, 2005.  Payment of the debentures is secured by our assets.  As a result of a
missed payment, the interest rate on the debenture was increased on August 21, 2003
from 6% to 18%.  As of December 31, 2004 an approximate balance of $185,000
remained, the difference of which was converted to common stock during the course
of 2004 at varying prices. George Lovato, Jr., David Poling, Jay Simon and Don White,
directors of the Company, made a loan of $10,000 each for a total of $40,000 to
the Company in February 2005.  It is anticipated that these loans will be repaid
as soon as funds are available.

                                       10



Recently Issued Accounting Pronouncements

In December of 4 the Financial Accounting Standard Board ("FASB") revised
SFAS #123.

This Statement establishes standards for the accounting for transactions in which
an entity exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or services
that are based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. This Statement focuses primarily
on accounting for transactions in which an entity obtains employee services in
share-based payment transactions. This Statement does not change the accounting
guidance for share-based payment transactions with parties other than employees
provided in Statement 123 as originally issued and EITF Issue No. 96-18, "Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling, Goods or Services." This Statement does not address the
accounting for employee share ownership plans, which are subject to AICPA Statement
of Position 93-6, Employers' Accounting for Employee Stock Ownership Plans.

The Company does not expect adoption of SFAS #123 to have a material impact, if
any, on its financial position.

In November of 2004 the Financial Accounting Standards Board ("FASB") issued SFAS
#151, an amendment of ARB No. 43.


This Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing,"
to clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that ". . . under some circumstances, items such as idle facility
expense, excessive spoilage, double freight, and re-handling costs may be so
abnormal as to require treatment as current period charges. . . ." This Statement
requires that those items be recognized as current-period charges regardless of
whether they meet the criterion of "so abnormal." In addition, this Statement requires
that allocation of fixed production overheads to the costs of conversion be based
on the normal capacity of the production facilities.

The Company does not expect adoption of SFAS #149 to have a material impact, if
any, on its financial position or results of operations.

In December of 2004 the Financial Accounting Standards Board ("FASB") issued SFAS
#152, an amendment of FASB Statements No. 66 and 67.

This Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate,
to reference the financial accounting and reporting guidance for real estate
time-sharing transactions that is provided in AICPA Statement of Position (SOP)
04-2, Accounting for Real Estate Time-Sharing Transactions. This Statement also
amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations
of Real Estate Projects, to state that the guidance for (a) incidental operations
and (b) costs incurred to sell real estate projects does not apply to real estate
time-sharing transactions. The accounting for those operations and costs is subject to
the guidance in SOP 04-2.

The Company does not expect adoption of SFAS #150 to have a material impact, if
any, on its financial position or results of operations.

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.



                          Item 7. Financial Statements

Financial Statements

CONTENTS                                                                       Page

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT                              F-1
FINANCIAL STATEMENTS
Consolidated Balance Sheet                                                     F-2
Consolidated Statements of Operations                                          F-3
Consolidated Statement of Shareholders' Equity                                 F-4
Consolidated Statements of Cash Flows                                          F-5
Notes to Consolidated Financial Statements                                     F-6 to F-18

 Item 8. CHANGES IN OR DISAGREEMENTS WITH ACCOUNTANTS ON ACOUNTING AND FINANCIAL DISCLSOURE.

Not applicable.

                     Item 8A. DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Regulations under the
Securities Exchange Act of 1934 require public companies to maintain "disclosure
controls and procedures," which are defined to mean a company's controls and
other procedures that are designed to ensure that information required to be
disclosed in the reports that it files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms. Our Chief Executive
Officer ("CEO") and our Chief Financial Officer ("CFO") carried out an
evaluation of the effectiveness of our disclosure controls and procedures as of
the end of the period covered by this report. Based on those evaluations, our
CEO and CFO believe:

(i)  that our  disclosure  controls and  procedures  are designed to ensure that
     information required to be disclosed by us in the reports we file under the
     Securities  Exchange Act of 1934 is  recorded,  processed,  summarized  and
     reported within the time periods specified in the SEC's rules and forms and
     that such  information is accumulated  and  communicated to our management,
     including  the CEO and  CFO,  as  appropriate  to  allow  timely  decisions
     regarding required disclosure; and

(ii) that our disclosure controls and procedures are effective.

                                       13


Changes in Internal Controls. There were no significant changes in our internal
controls or, to our knowledge, in other factors that could significantly affect
our internal controls subsequent to the evaluation date. In the future, however,
we intend to seek legal assistance with the preparation of our reports.

                           Item 8B. OTHER INFORMATION

Not Applicable

                                    PART III

           Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names, ages, and positions of our Directors,
Executive Officers and Advisors to the Board of Directors.

                                   Management

Name                            Age              Position

George Lovato, Jr.              48               CEO/Chairman/President
Don White                       53               Director/CFO/Vice President
David Poling                    75               Director/Vice President
Jay Simon                       45               Director/Secretary/Treasurer
Jerome Ruther                   70               Director
Lowell S. Fixler                70               Advisor to the Board
Philippe de La Chapelle         62               Advisor to the Board
Stedman Walker, Ltd.            N/A              Advisor to the Board/Consultant

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.

Director, Jay Simon is married to our CEO's sister.

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.

BIOGRAPHICAL INFORMATION


George Lovato, Jr.

Mr. Lovato is the founder of Americana and has been a Director, Chairman and
President since the Company's inception. Over the past 15 years Mr. Lovato has
acquired extensive management experience with startup companies, corporate
finance, computer system and software development, international trade and
relations, strategic planning, and sales and marketing development. Mr. Lovato
has rendered services to companies engaged in business management, public
relations, advertising, corporate finance, agriculture, automotive industry
consulting, travel, auto rental and leasing, and insurance.

Mr. Lovato was educated in New Mexico. He is the principal and sole owner of B.
H. Capital Limited, a merchant banking and corporate finance consulting
enterprise located in Albuquerque, New Mexico with branch offices in New York,
Colorado and Houston, Texas.

Don White

Mr. White is a Director, Vice President and Chief Financial Officer of
Americana. Mr. White is a CPA in Houston, Texas, and has operated an accounting
practice for over 20 years. Mr. White was educated at Sam Houston State
University and received his degree in accounting in 1972. Mr. White has broad
expertise in the development of market value financial statements. He currently
advises the Company on general financial matters and corporate development and
oversees the audit and acquisition committees. Mr. White fulfills the duties and
responsibilities of the Company's Chief Financial Officer, as necessary. Mr.
White has served as a director and as Vice President of the Company since its
inception.

                                       14


Dr. David Poling

Dr. Poling is a Director and Vice President of Americana. He is also Chairman of
Sierra Publishing Group, the author of a dozen books and a nationally syndicated
columnist whose column is published in 600 newspapers. Formerly, Dr. Poling was
in charge of The Christian Herald, a publication with a half million monthly
circulation. Dr. Poling is also the President of the Family Bookshelf, the
largest religious book club in the United States. Dr. Poling is a Presbyterian
clergyman educated at College of Wooster, Ohio and Yale University. Dr. Poling
has served on the board as a Director and as a Vice President since the
Company's inception.

Jay Simon

Mr. Simon is a Director and Secretary/Treasurer of Americana. Mr. Simon
graduated from the University of New Mexico in 1986 with a BS in Pharmacy. Mr.
Simon is currently the Chief Operating Officer of Global Medical Solutions, Ltd.
Formerly, Mr. Simon was the Vice President of International for Syncor. Mr.
Simon is nuclear pharmacist and has been involved in nuclear medicine and
business operations for over 20 years. Mr. Simon has served as a Director and as
the Company's Secretary/Treasurer since its inception.

Jerome Ruther

Mr. Ruther is a Director of the Company. Mr. Ruther graduated from Northwestern
University in 1954 with a degree in accounting. Later Mr. Ruther attended
Northwestern University Law School, graduated, and engaged in the legal
profession for approximately 20 years. Mr. Ruther has had business experience
with various media businesses and real estate developments. He was also a
controlling shareholder of Sunset Productions, Inc., an audio book production
company. Mr. Ruther has been a Director of the Company since January 2001.

Lowell S. Fixler, Advisor to the Board of Directors

Mr. Fixler graduated from Northwestern University in 1954. Mr. Fixler was
president and controlling shareholder of Needlecraft Corporation of America,
which was purchased by Quaker Oats Co. After its purchase by Quaker Oats Co.,
Mr. Fixler remained as president of the division. Mr. Fixler has been an
investor in various start-up companies and in numerous business enterprises.

Philippe de La Chapelle, Advisor to the Board of Directors

Mr. de La Chapelle formerly was the Managing Director of Hill Thompson Capital
Markets, Inc., an investment banking firm founded in 1932. Mr. de La Chappell
specializes in the development of United States and offshore corporate finance
opportunities. A graduate of Georgetown Law School, he has been international
counsel for W.R. Grace and Co. Currently, he is Executive Vice President of
Warnaco.

Stedman Walker, Ltd., Advisor to the Board of Directors

Stedman Walker, Ltd. is a corporate finance and investor relations consulting
firm with over 100 years of experience.

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our directors, executive
officers and persons who own more than 10% of our common stock to file reports
of ownership and changes in ownership of our common stock with the Securities
and Exchange Commission. Directors, executive officers and persons who own more
than 10% of our common stock are required by Securities and Exchange Commission
regulations to furnish to us copies of all Section 16(a) forms they file.

To our knowledge, based solely upon review of the copies of such reports
received or written representations from the reporting persons, we believe that
during our 2004 fiscal year our directors, executive officers and persons who
own more than 10% of our common stock complied with all Section 16(a) filing
requirements.

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.

                                       15


                        Item 10. EXECUTIVE COMPENSATION

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 2004 fiscal
year; (ii) the four other most highly compensated executive officers (in terms
of salary and bonus) serving at the end of the 2004 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

                                         LONG TERM COMPENSATION
                     ANNUAL COMPENSATION                  AWARDS         PAYOUTS
          (a)         (b)     (c)       (d)       (e)       (f)          (g)         (h)       (i)

                                                 Other
         Name                                    Annual   Restricted   Securities   LTIP       All
          And                                    Compen   Stock        Underlying   Payouts    Other
       Principal             Salary     Bonus    sation   Award(s)     Options      SARs(1)    Compen
       Position       Year     ($)       ($)       ($)       ($)                    ($)        sation

     George Lovato
     CEO/Director     2004        0         0         0   569,000         0         0         0
                      2003        0         0         0     5,700(2)      0         0         0
                      2002  604,520(3)      0         0    35,000         0         0         0
       Jay Simon
Sec/Treas/Director
                      2004        0         0         0    23,000         0         0         0
                      2003        0         0         0         0         0         0         0
                      2002        0         0         0         0         0         0         0

     David Poling
V. President/Director
                      2004        0         0         0    76,750         0         0         0
                      2003        0         0         0       500(4)      0         0         0
                      2002  140,000(5)      0         0    17,500         0         0         0


     Jerome Ruther    2004        0         0         0    59,000         0         0         0
       Director (2)   2003        0         0         0         0         0         0         0
                      2002        0         0         0         0         0         0         0


      Don White       2004        0         0         0   151,000         0         0         0
    CFO/Director      2003        0         0         0     3,200(7)      0         0         0
                      2002  420,583(8)      0         0    17,500         0         0         0


(1)  No SARs were granted or exercised by any named executive officer in any of,
     the last three fiscal  years.

(2)  During the 2003 fiscal year we issued 285,000 shares of our common stock,
     having a value of $5,700, to Mr. Lovato.  The value of the stock was computed
     using the closing  price on December  31,  2003,  of $0.02 per share.
     The restricted stock award vested on the date of the grant.

(3)  The amount also  include  $577,520,  paid with  8,250,292  shares of common
     stock issued in lieu of cash compensation for services rendered

(4)  During the 2003 fiscal year we issued 25,000 shares of our common stock,
     having a value of $500, to Mr. David Poling.  The value of the stock was
     computed using the closing  price on December  31,  2003,  of $0.02 per share.
     The restricted stock award vested on the date of the grant.

(5)  The amounts also include  $140,000,  paid with  2,000,000  shares of common
     stock issued in lieu of cash  compensation  for services  rendered

(6)  Amounts paid to Mr. Ruther were paid for services performed for the Company
     in conjunction with the creation of our audio books division.

(7)  During the 2003 fiscal year we issued 160,000 shares of our common stock,
     having a value of $3,200, to Mr. Don White.  The value of the stock was
     computed using the closing  price on December  31,  2003,  of $0.02 per
     share. The restricted stock award vested on the date of the grant.

(8)  The amounts also include  $406,000,  paid with  5,800,000  shares of common
     stock issued in lieu of cash compensation for services rendered


No stock options were granted or exercised by any executive officer during the
fiscal year ended December 31, 2004.

                                       16


On January 1, 1999 the Company entered into an employment agreement with Mr.
George Lovato, its President. The term of the agreement is one year, but the
agreement may automatically be renewed each year for a period of three years
unless either party elects to terminate it. Mr. Lovato is to receive
compensation at the rate of $250,000 per year or 5% of the Company's gross
revenue, whichever is greater. Mr. Lovato will not receive any deferred
compensation from Americana. The Company may not terminate the agreement if Mr.
Lovato becomes disabled, ill or incapacitated. If Mr. Lovato dies during the
term of employment, the Company must pay his estate the sum of $500,000 in fifty
monthly installments of $10,000 each. Subject to certain events, including the
sale of substantially all of the Company's assets to a single purchaser and
bankruptcy, among others, the Company may terminate the agreement upon 90 days
written notice if it pays Mr. Lovato the sum of $500,000 in twelve consecutive
monthly installments. The Company may terminate the agreement with cause with
twelve months written notice. During the notice period, the Company must
continue to pay Mr. Lovato the full amount of his compensation. Mr. Lovato will
also receive a severance allowance of $250,000 made in twelve consecutive
monthly installments beginning on the date of termination. Mr. Lovato may
terminate his employment upon twelve months written notice to the Company.

Mr. Don White is paid $3,000 per month for his services as Chief Financial
Officer. On November 1, 1999 we entered into an employment agreement with Mr.
White. The agreement may be terminated for cause or on 90 days written notice.
The agreement may not be terminated if Mr. White becomes disabled. If
termination occurs due to certain corporate events, such as a sale of
substantially all of our assets, the purchase of our stock in a transaction
meant to take us "private", the termination of our business or the liquidation
of our assets, or other enumerated events, we will be required to pay Mr. White
the sum of $500,000 which may be paid in 12 consecutive monthly installments. If
we terminate Mr. White's employment for cause, we will be required to pay him a
severance payment of $250,000, which may be paid in 12 consecutive monthly
installments. Mr. White may terminate his employment by giving us 12 months
notice. If he terminates his employment, we will be required to pay Mr. White a
severance payment of $250,000, which may be paid in 12 consecutive monthly
installments.

     Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                        AND RELATED STOCKHOLDER MATTERS

The following table sets forth the stock ownership of each person known by the
Company to be a beneficial owner of five percent (5%) or more of the Company's
equity securities, each of our executive officers, each of our directors, and
all of our directors and executive officers as a group. The term "executive
officer" is defined as the Chief Executive Officer, Chief Financial Officer,
Secretary and the Vice-Presidents. Each individual or entity named has sole
investment and voting power with respect to shares of common stock indicated as
beneficially owned by them, subject to community property laws, where
applicable, except where otherwise noted.


Name and Address of                         Amount and Nature
   Beneficial Owner      Title of Class    of  Beneficial Ownership  Percent of Class
--------------------------------------------------------------------------------

George Lovato, Jr             Common        3,732,983                   21.2%
12310 Claremont NE
Albuquerque, NM  87112

Don White                     Common          990,000                    5.6%
8106 Devonwood
Huston, TX  77070

Jerome Ruther                 Common           88,780                     .5%
1208 North Summit Drive
Santa Fe, NM  87501

Jay Simon                     Common           35,000                     .2%
5528 E. Cheryl Drive
Paradise Valley, AZ  85253

David Poling                  Common          600,308                    3.4%
3616 San Rio Place NW
Albuquerque, NM  87107

Total Shares of Officers and
Directors as a Group          Common         5,447,071                   30.9%

For information  concerning our equity  compensation  plans,  see Item 5 of this
Annual Report on Form 10-KSB.


                                       17


             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.

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.


The 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.

                                       18



                    Item 13. EXHIBITS

          3.1(i) - Articles of  Incorporation,  incorporated  by references from
               the  registrant's  Form  10-SB  filed  with  the  Securities  and
               Exchange Commission on April 15, 1999.
          3.2(ii) - Bylaws,  incorporated  by references  from the  registrant's
               Form 10-SB filed with the Securities  and Exchange  Commission on
               April 15, 1999.
          10.1 - Security  Agreement and Power of Attorney to Langsam Borenstein
               Partnership, ("Purchaser" by Americana Publishing, Inc.
               ("Seller") filed with the Securities and Exchange Commission on
               October 23,2003.
          10.2 - Agreement with Karim  Amiryani,  Douglas W. Jordan,  Douglas W.
               Jordan  Defined  Benefit  Pension  Plan,  Norman  Ross,  Tel  Pro
               Marketing, Stranco Investment and Vestcom for the purchase of 12%
               Convertible Debentures, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.3 -  Restructure  Agreement  between  Advantage  Fund  I,  LLC  and
               Americana Publishing, Inc., filed with the Securities and Exchange Commission on
               October 23,2003.
          10.4 -  6%  Senior  Secured   Convertible   Debenture  issued  by  the
               registrant in favor of Advantage Fund I, LLC, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.5 -  Convertible  Debenture  dated  September  13, 2001 in favor of
               Jerome Ruther, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.6 - Convertible Debenture dated October 12, 2001 in favor of Jerome
               Ruther, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.7 -  Convertible  Debenture  dated  November  21,  2001 in favor of
               Jerome Ruther, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.8 -  Convertible  Debenture  dated  September  2002 in  favor of S.
               Fixler, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.9 - Convertible Debenture dated October 2002 in favor of Don White,
               filed with the Securities and Exchange Commission on
               October 23,2003.
          10.10-  Convertible  Debenture  dated  December  2002 in  favor  of S.
               Fixler, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.11- Promissory  Note dated  December 5, 2001 in favor of Don White,
               filed with the Securities and Exchange Commission on
               October 23,2003.
          10.12- Lease  between  Americana  Publishing,  Inc. and B. H. Capital,
               Inc.  for  premises  located  at 303 San  Mateo NE,  Suite  104A,
               Albuquerque, New Mexico, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.13- Lease between Americana  Publishing,  Inc. and Tierra Americana
               Real  Estate,  LLC for  premises  located at 142  Truman  Street,
               Albuquerque,  New  Mexico,  incorporated  by  reference  from the
               registrant's  Form  10-KSB  (File No.  000-25783)  filed with the
               Securities and Exchange Commission on February 25, 2000.
          10.14- Lease between  Corporate Media Group,  Inc. and Rick Durand for
               premises located at 142 Lupton Lane, Cleveland,  Tennessee, filed
               with the Securities and Exchange Commission on October 23,2003.
          10.15- Employment  Agreement  between Americana  Publishing,  Inc. and
               George Lovato,  incorporated  by reference from the  registrant's
               Form 10-SB filed with the Securities  and Exchange  Commission on
               April 15, 1999.
          10.16- Employment  Agreement  between Americana  Publishing,  Inc. and
               Don White,  incorporated by reference from the registrant's  Form
               10-KSB  (File  No.  000-25783)  filed  with  the  Securities  and
               Exchange Commission on February 25, 2000.
          10.17-  Americana  Publishing,  Inc.  2000 Stock  Purchase  and Option
               Plan, incorporated by reference to the registrant's  registration
               statement  on Form S-8  (File  No.  333-  48408)  filed  with the
               Securities and Exchange Commission on October 23, 2000.
          10.18-  Americana   Publishing,   Inc.  2003  Equity  Incentive  Plan,
               incorporated  by  reference  from the  registrant's  registration
               statement  on Form  S-8  (File  No.  333-105369)  filed  with the
               Securities and Exchange Commission on May 19, 2003.
          10.19- Corporate Finance  Consulting  Agreement between the registrant
               and B. H.  Capital  Ltd.,  incorporated  by  reference  from  the
               registrant's  Form 10-SB filed with the  Securities  and Exchange
               Commission on April 15, 1999.
          10.20-  Form  of  12%  Senior  Secured  Convertible  Debenture,  filed
               with the Securities and Exchange Commission on October 23,2003.
          10.21- Form of Class A  Warrant  issued to BG  Holdings,  LLC and Gulf
               Coast Advisors, Ltd., filed with the Securities and Exchange Commission on
               October 23,2003.
          10.22- Form of Class B  Warrant  issued to BG  Holdings,  LLC and Gulf
               Coast Advisors, Ltd., filed with the Securities and Exchange Commission on
               October 23,2003.
          10.23- Form of Class A Warrant  issued to Toscana Group,  Inc.,  filed
               with the Securities and Exchange Commission on October 23,2003.
          10.24- Form of Class B Warrant  issued to Toscana Group,  Inc.,  filed
               with the Securities and Exchange Commission on October 23,2003.
          10.25 - 6% Senior Secured Convertible Debenture issued to Addison Adams,
                December 18, 2003, filed with the Securities and Exchange Commission on March 30, 2004.
          10.26 - 6% Senior Secured Convertible Debenture issued to Nimish Patel,
                December 18, 2003, filed with the Securities and Exchange Commission on March 30, 2004.
          10.27 - 6% Senior Secured Convertible Debenture issued to Erick Richardson,
                December 18, 2003, filed with the Securities and Exchange Commission on March 30, 2004.
          10.28 - Equipment lease between Americana Publishing, Inc. and B.H.
                  Capital Limited, LLC, filed with the Securities and Exchange Commission
                          on March 30, 2004.
          14.  - Code of Ethics filed with the Securities Exchange Commission on March 30, 2004.
          23.  - Consent of Independent Auditor, filed herewith.
          31.1 - Certification  of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a).
          31.2 - Certification  of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a).
          32.1 -  Certification  of Chief Executive Officer Pursuant  to  Section  1350 of  Title 18 of the
               United States Code.
          32.2 -  Certification  of Chief Financial Officer Pursuant  to  Section  1350 of  Title 18 of the
               United States Code.

               -------------------------------------------------------


                                       19


                 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth fees billed to us by our auditors during the
fiscal years ended December 31, 2004 and December 31, 2003 for: (i) services
rendered for the audit of our annual financial statements and the review of our
quarterly financial statements, (ii) services by our auditor that are reasonably
related to the performance of the audit or review of our financial statements
and that are not reported as Audit Fees, (iii) services rendered in connection
with tax compliance, tax advice and tax planning, and (iv) all other fees for
services rendered. "All other fees" consisted of services relating to the filing
of the Form 10-Q's.

                                             December 31, 2004                 December 31, 2003

(i)         Audit Fees                       $36,000                           $30,000
(ii)        Audit Related Fees               $     0                           $     0
(iii)       Tax Fees                         $     0                           $     0
(iv)        All Other Fees                   $ 7,500                           $ 7,500


                                       20


                                   SIGNATURES

In accordance with Section 13 of 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.


                                                        AMERICANA PUBLISHING, INC.


Date: April 15, 2005
                                                        By:/s/George Lovato, Jr.
                                                           George Lovato, Jr., Chairman,
                                                           Chief Executive Officer and
                                                           President



                                                        By:/s/Don White
                                                           Don White, Chief Financial
                                                           Officer

In accordance with the requirements of the Exchange Act, this report has
been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:

Name                              Title                             Date


/s/George Lovato, Jr.
George Lovato, Jr.                Chairman, Chief Executive         April 15, 2005
                                  Officer and President


/s/Don White
Don White                         Chief Financial Officer,          April 15, 2005
                                  Director


/s/Dr. David Poling
Dr. David Poling                  Director                          April 15, 2005


/s/Jay Simon
Jay Simon                         Director                          April 15, 2005


/s/Jerome Ruther
Jerome Ruther                     Director                          April 15, 2005


                                       21


Exhibit
31.1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                       PURSUANT TO RULES 13a-14 AND 15d-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

I, George Lovato, Jr., President and Chief Executive Officer of Americana
Publishing, Inc. (the "Company"), certify that:

I have reviewed this annual report on Form 10-KSB of Americana Publishing, Inc.

Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report.

Based on my knowledge, the financial statements, and other financial information
included in the report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Company as of, and for,
the periods presented in the report.

     The  Company's  other  certifying   officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

     (a)  designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures  to be designed  under my  supervision,  to
ensure  that  material  information  relating  to  the  Company,  including  its
consolidated subsidiaries,  is made known to me by others within those entities,
particularly during the period in which the periodic report is being prepared;

     (b) evaluated the  effectiveness of the Company's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this annual report based on such evaluation; and

     (c) disclosed in this annual  report any change in the  Company's  internal
control over financial  reporting that occurred during the Company's most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the Company's internal control over financial reporting; and

The Company's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
Company's auditors and to the audit committee of the board of directors (or
persons fulfilling the equivalent function):

     (i)  all  significant  deficiencies  in the design or operation of internal
          control  over  financial  reporting  which  are  reasonably  likely to
          adversely affect the Company's ability to record,  process,  summarize
          and report financial information; and

     (ii) any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          control over financial reporting.


Dated  April 15, 2005



                                                        /s/George Lovato, Jr.
                                                        George Lovato, Jr.
                                                        President and Chief Executive
                                                        Officer


                                       22



Exhibit
31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                       PURSUANT TO RULES 13a-14 AND 15d-14
                     OF THE SECURITIES EXCHANGE ACT OF 1934

I, Don White, Chief Financial Officer of Americana Publishing, Inc. (the
"Company"), certify that:

I have reviewed this annual report on Form 10-KSB of Americana Publishing, Inc.

Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report.

Based on my knowledge, the financial statements, and other financial information
included in the report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Company as of, and for,
the periods presented in the report.

The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Company and have:

     (a)  designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures  to be designed  under my  supervision,  to
ensure  that  material  information  relating  to  the  Company,  including  its
consolidated subsidiaries,  is made known to me by others within those entities,
particularly during the period in which the periodic report is being prepared;

     (b) evaluated the  effectiveness of the Company's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this annual report based on such evaluation; and

     (c) disclosed in this annual  report any change in the  Company's  internal
control over financial  reporting that occurred during the Company's most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the Company's internal control over financial reporting; and

The Company's other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
Company's auditors and to the audit committee of the board of directors (or
persons fulfilling the equivalent function):

     (i)  all  significant  deficiencies  in the design or operation of internal
          control  over  financial  reporting  which  are  reasonably  likely to
          adversely affect the Company's ability to record,  process,  summarize
          and report financial information; and

     (ii) any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          control over financial reporting.


Dated  April 15, 2005



                                                        /s/Don White
                                                        Don White
                                                        Chief Financial Officer


                                    23


Exhibit
32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          OF AMERICANA PUBLISHING, INC.
                            PURSUANT TO 18 USC 1350

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code) each of the
undersigned officers of Americana Publishing, Inc. (the "Company") does hereby
certify, to such officer's knowledge, that:

The annual report on Form 10-KSB for the year ended December 31, 2004 of the
Company fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and the information contained in the Form 10-KSB
fairly presents, in all material respects, the financial condition and results
of operations of the Company.

Dated  April 15, 2005



/s/George Lovato, Jr.
George Lovato, Jr., President
and Chief Executive Officer

                                       24


32.1

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF AMERICANA PUBLISHING, INC.
                            PURSUANT TO 18 USC 1350

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code) each of the
undersigned officers of Americana Publishing, Inc. (the "Company") does hereby
certify, to such officer's knowledge, that:

The annual report on Form 10-KSB for the year ended December 31, 2004 of the
Company fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and the information contained in the Form 10-KSB
fairly presents, in all material respects, the financial condition and results
of operations of the Company.

Dated  April 15, 2005



/s/Don White
Don White
Chief Financial Officer


                                       25








                                                     Independent Auditor's Report


The Board of Directors and Shareholders
Americana Publishing, Inc.
Albuquerque, New Mexico

I have audited the  accompanying  balance  sheet of Americana  Publishing,  Inc. as of December 31, 2004 and the related  statements of
operations,  and 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  Publishing,  Inc as of December  31, 2004 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 consolidated  financial  statements do not include any adjustments that might
result from the outcome of this uncertainty.




Philip H. Salchli, CPA
Houston, Texas
April 14, 2005




                                      F-1



                                                      Americana Publishing, Inc.
                                                             Balance Sheet
                                                        As of December 31, 2004

ASSETS

Current Assets                                                     2004
                                                                -------------
    Cash and cash equivalents                                $    1,356
    Accounts Receivable, less allowance for doubtful
      accounts of $207,857                                      148,601
    Inventory                                                    50,186
    Prepaid and other current assets                             37,919
    Assets from discontinued operations                               -
                                                             ---------------

        Total Current Assets                                 $  238,062

Property and Equipment, net                                     578,202
                                                             ---------------
TOTAL ASSETS                                                 $  816,264
                                                             ===============
LIABILITIES AND SHAREHOLDER'S DEFICIT

Current Liabilities
    Accounts Payable                                         $  230,858
    Accrued expenses                                            619,340
    Notes Payable                                                25,000
    Convertible debt - related parties                          114,000
    Notes Payable - June Convertible Debt                                                                                  257,311
                                                             -------------
       Total current liabilities                                1,246,509

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
      500,000,000 shares authorized                                   -
       18,648,896 shares issued and outstanding                  18,648
    Additional Paid-In Capital                               15,757,699
    Accumulated deficit                                     (16,206,592)
                                                            -------------
        Total shareholder's deficit                               (430,245)
                                                            -------------


TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                  $   816,264
                                                            =============



   The Accompanying Notes are an Integrated Part of these Financial Statements


                                      F-2


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

                                                                          2004               2003

Revenues                                                              $ 1,229,978       $1,227,512

Cost of goods sold                                                        503,647          484,822
                                                                      ----------        ----------
Gross profit                                                              726,331          792,690

Operating expenses
     Depreciation and amortization                                        153,662          111,484
     Selling, general, and administrative (including stock-
         based compensation of $2,344,587 and $2,464,167)               3,524,078        3,162,960
                                                                      ----------        ----------
         Total operating expenses                                       3,677,740        3,274,444
                                                                      ----------        ----------
Loss from operations                                                   (2,951,409)     (2,481,754)

Other income (expense)
     Miscellaneous Income                                                   3,536          10,393
     Miscellaneous Expense                                                (38,831)        (49,611)
                                                                      ----------        ----------
         Total other income (expense)                                     (35,295)        (39,218)

Loss before extraordinary gain                                                      (2,986,704)      (2,520,972)

Extraordinary Item
  Discharge of Bankruptcy - CMG                                         2,166,803               -
                                                                      ----------        ----------
Net loss                                                                 (819,901)    $(2,520,972)

Basic and diluted loss per share
     From continuing operations                                             (0.12)     $    (1.61)
     From discontinued operations                                               -               -
                                                                      ----------        ----------
         Total                                                              (0.12)     $     (1.61)
                                                                      ==========        ==========
Basic and diluted weighted-average shares outstanding                   6,398,984       1,562,640
                                                                      ===========       ==========




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


                                      F-3


                                                      AMERICANA PUBLISHING, 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, 2002                      30,863,837             30,863        10,315,726      (12,865,672)        (2,519,082)
Issuance of common
   stock in exchange
   for cash                         992,560                992            49,008                              50,000
Issuance of common
   stock to outside
   consultants in
   exchange for
   services rendered             51,842,644     $        51,843  $      1,860,854                           1,912,697
Issuance of common
   stock to employees
   and members of the
   Board of Directors
   for services
   rendered                      16,300,000             16,300           535,200                             551,500
Net Loss                                                                               (2,520,972)        (2,520,972)
Balance, December
   31, 2003
  (after 40:1 reverse split)      2,499,976             2,500        12,858,283      (15,386,644)        (2,525,858)
Issuance of common
   stock for purchase
   of shares                                      100,000                          100              50,150
    50,250
Issuance of common
   stock to outside
   consultants in
   exchange for
   services rendered               4,848,838                4,849     1,369,411                                 1,374,260
Issuance of common
   stock to Board
   of Directors                            5,787,500                    5,787      960,713                                  966,500
Issuance of common
   stock to employees
   for services rendered                368,250                           366       79,353                      79,719
Issuance of common
   stock for note
   conversions                             3,357,360                    3,358      329,558
332,916
Issuance of common
   stock for option
   exercises                                      1,550,000                        1,550       21,700                      23,250
Issuance of common
   stock in exchange
   for assets                                 138,000                     138       88,531                                 88,669
Net Loss                                                                                                                   (819,900)
(819,900)
Balance, December
   31, 2004                                      18,649,924                       18,648    15,757,699               (16,206,544)
                       (430,244)



                                      F-4


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


                                                                                      2004                   2003
Cash flows from operating activities
   Net loss from continuing operations                                            $(2,951,409)         $ (2,520,972)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Depreciation and amortization                                                  153,662               111,484
       Allowance for doubtful accounts                                                178,541                     -
       Issuance of common stock to outside consultants
         in exchange for services rendered                                          1,374,260             1,912,697
       Issuance of common stock to employees and
         members of the Board of Directors in exchange
         for services rendered                                                        966,500               551,500
       Accounts receivable (Increase) Decrease                                        (57,799)               80,877
       Inventory (Increase) Decrease                                                   33,154               (14,094)
       Prepaid and other current assets (Increase) Decrease                           (32,240)                2,791
       Factor payable Increase (Decrease)                                              42,413                42,413
       Accounts payable Increase (Decrease)                                            10,756                (4,021)
       Accrued expenses Increase (Decrease)                                           228,914                33,757
                                                                                   -----------             ---------
Net cash used in operating activities                                                ( 53,248)              196,432

Cash flows from investing activities
   Purchase of property and equipment                                                (318,098)             (206,586)
                                                                                    -----------             --------
Net cash provided by (used in) investing activities                                  (318,098)             (156,586)

Cash flows from financing activities
   Proceeds of notes payable                                                      $   257,311       $        (9,056)
   Proceeds from sale of common stock                                                   84,601                     -
                                                                                     ----------             --------
Net cash provided by financing activities                                             341,912                (9,056)
                                                                                     ----------             --------
Net decrease in cash and cash equivalents                                             (29,434)               30,790

Cash and cash equivalents, beginning of year                                           30,790                     -

Cash and cash equivalents, end of year                                            $     1,356       $        30,790

Supplemental disclosures of cash flow information

   Interest Accrued - continuing operations                                       12,865                  $             -


   Income taxes paid                                                                        -       $             -



                                      F-5


                                                      AMERICANA PUBLISHING, INC.
                                              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                           December 31, 2004


NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

         General
          Americana  Publishing,  Inc.  ("API")  was  organized  as  a  Colorado
          corporation on April 17, 1997.  Americana  Publishing,  Inc. publishes
          books.

         Corporate Media Group, Inc.
          On July 15,  2001,  API acquired  certain  assets and  liabilities  of
          Corporate Media Group, Inc. ("CMG").  The purchase price was $407,131,
          which was paid by issuing  1,017,827 shares of API's common stock. CMG
          recorded  $905,733  in excess of cost  over fair  value of net  assets
          acquired, identified as goodwill. The acquisition was accounted for by
          the  purchase  method.  On December 31, 2001,  it was  determined  the
          goodwill  was  impaired;  therefore,  the full amount of goodwill  was
          written off,  which is included in the statement of operations in loss
          from discontinued operations for the year ended December 31, 2001.

          For financial statement purposes,  the acquisition  occurred on August
          1, 2001. The assets acquired were as follows:

                  Cash                                  $       277,067
                  Accounts receivable                           259,570
                  Inventory                                     371,961
                  Income tax receivable                         249,300
                  Property and equipment                      1,827,541
                  Liabilities assumed                        (3,484,041)
                  Excess of cost over fair value                905,733

                      Total                             $       407,131

          CMG  provided  audio  and  video           duplication,   packaging,  fulfillment,  storage,  and  marketing,  to
          various customers throughout the nation.

          During the nine months ended  September 30, 2002,   CMG  ceased
          operations and on August 5, 2003 filed a petition under Chapter 7 of the bankruptcy code.  In
          addition,  the Company is involved in a lawsuit  with the former owner
          of CMG.


                                      F-6


NOTE 1 - ORGANIZATION AND LINE OF BUSINESS (Continued)

         Corporate Media Group, Inc. (Continued)
          As  of  December  31,  2002,  the  net   liabilities  on  discontinued
          operations were as follows:

                  Cash                                  $         -
                  Accounts receivable                             -
                  Accounts receivable - factored                  -
                  Inventory                                       -
                  Property and equipment, net             1,507,059
                  Miscellaneous Receivables                  12,371
                                                        -----------
                      Total assets                        1,519,430

                  Book overdraft                              5,507
                  Line of credit                            201,248
                  Accounts payable                        2,714,673
                  Accrued expenses                          112,844
                  Note payable - factored                   138,375
                  Note payable - related party               83,397
                  Capital lease obligations                 430,189
                                                         ----------
                      Total liabilities                   3,686,233

        Net liabilities due to discontinued operations   (2,166,803)
                                                         ==========
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, 2004
          and 2003,  the  Company  (as  defined  in Note 3)  incurred  losses of
          ($819,901) and ($2,520,972),  respectively.  In addition, as of December
          31, 2004,  its total  current  liabilities  exceeded its total current
          assets by $1,008,447.
          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.





                                      F-7

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.


                                      F-8

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.


                                      F-9

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, 2004,  advertising  expense
          for continuing  operations  was  approximately  $10,234.  For the year
          ended December 31, 2003, advertising expense for continuing operations
          was approximately $3,002.

         Income Taxes
          The Company  utilizes  SFAS No. 109,  "Accounting  for Income  Taxes,"
          which requires the  recognition of deferred tax assets and liabilities
          for 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.


                                      F-10

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Concentrations of Risk
          During the year ended  December 31, 2004, the Company had net sales to
          five major customers that  represented  27%, 21%,15%, 14% and 5% of net
          sales.

          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

          In December 2004 the Financial Accounting Standard Board ("FASB") revised
SFAS No.123.

This Statement establishes standards for the accounting for transactions in which
an entity exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or services
that are based on the fair value of the entity's equity instruments or that may
be settled by the issuance of those equity instruments. This Statement focuses
primarily on accounting for transactions in which an entity obtains employee
services in share-based payment transactions. This Statement does not change the
accounting guidance for share-based payment transactions with parties other than
employees provided in Statement 123 as originally issued and EITF Issue No. 96-18,
"Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services." This Statement
does not address the accounting for employee share ownership plans, which are
subject to AICPA Statement of Position 93-6, Employers' Accounting for Employee
Stock Ownership Plans.

The Company does not expect adoption of SFAS 123 to have a material impact, if
any, on its financial position.

In November of 2004 the Financial Accounting Standards Board ("FASB") issued SFAS No.
151, an amendment of ARB No. 43.


This Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing,"
to clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that ". . . under some circumstances, items such as idle facility
expense, excessive spoilage, double freight, and re-handling costs may be so abnormal
as to require treatment as current period charges. . . ." This Statement requires
that those items be recognized as current-period charges regardless of whether
they meet the criterion of "so abnormal." In addition, this Statement requires that
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities.

The Company does not expect adoption of SFAS No. 149 to have a material impact, if
any, on its financial position or results of operations.

In December 2004 the Financial Accounting Standards Board ("FASB") issued SFAS
No. 152, an amendment of FASB Statements No. 66 and 67.

This Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate,
to reference the financial accounting and reporting guidance for real estate
time-sharing transactions that is provided in AICPA Statement of Position (SOP)
04-2, Accounting for Real Estate Time-Sharing Transactions. This Statement also
amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations
of Real Estate Projects, to state that the guidance for (a) incidental operations
and (b) costs incurred to sell real estate projects does not apply to real estate
time-sharing transactions. The accounting for those operations and costs is subject to
the guidance in SOP 04-2.

The Company does not expect adoption of SFAS No. 150 to have a material impact, if
any, on its financial position or results of operations.

In December of 2004 the Financial Accounting Standards Board ("FASB") issued SFAS
No. 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.


                                      F-11


          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, 2004 consisted of the following:

                              Continuing Operations

                  Audio Production Cost                              598,414
                  Database and circulation list                      239,314
                  Computer equipment                                 154,958
                  Office furniture and fixtures                       45,564
                  Web site development                                44,663
                  Leasehold improvements                               5,299
                  Other                                               96,442
                          DVD Inventory                                                   120,000
                                                                   ---------
                                                                   1,304,654

                  Less accumulated depreciation and amortization     726,449
                                                                   ---------
                      Total                                          578,205
                                                                   =========

          Depreciation  and amortization  expense for continuing  operations was
          $153,662  and $111,484 for the years ended  December 31, 2004 and 2003,
          respectively.

                                                                 F-12



NOTE 5 - NOTES PAYABLE

                       Note Payable                                                       $           25,000

                       Convertible Debt Related Parties                        114,000

                       Notes Payable - Convertible Debt 2004                              257,311

                                  Total                                                   $          396,311


NOTE 6 - CONVERTIBLE DEBT - RELATED PARTIES

          The Company issued  convertible debt, as summarized below,  payable to
          various individuals,  which is convertible at the option of the holder
          into the Company's common stock.  Interest at 30% per annum is payable
          on a monthly  basis.  If the note holders  elect to convert their debt
          into common stock, the conversion prices range from $0.05 to $0.10 per
          share.  This debt was converted to common stock during 2004.

          The terms  associated  with each series for the year ended December 31, 2004(?)
          are as follows:

                  30% notes, due September 2002, convertible at $0.05 per share,
                      and secured by 750,000 shares of restricted common stock                     $        150,000
                  30% notes, due October 2002, convertible at $0.05 per share,
                      and secured by 500,000 shares of restricted common stock                              100,000
                  30% notes, due November 2002, convertible at $0.05 per share,
                      and secured by 500,000 shares of restricted common stock                              102,500
                  30% notes, due December 2002, convertible at $0.05 per share,
                      and secured by 125,000 shares of restricted common stock                               25,000
                  30% notes, due December 2002, convertible at $0.10 per share,
                      and secured by 300,000 shares of restricted common stock                               10,000

                           Total                                                                   $        387,500
                                                                                                   ================

          In accordance  with  generally  accepted  accounting  principles,  the
          discount on the conversion feature of the above notes arising from the
          conversion  feature  is  considered  to be  interest  expense  and  is
          recognized in the  statement of operations  during the period from the
          issuance  of  the  debt  to  the  time  at  which  the  debt   becomes
          convertible.  The Company  recorded a conversion  feature of $385,000.
          Since  the  debt  was  immediately   convertible,   the  $385,000  was
          recognized  in the  statement  of  operations  during  the year  ended
          December 31, 2004.


NOTE 7 - COMMITMENTS AND CONTINGENCIES

         Leases
          The Company  leases its office  facilities  from a related party under
          operating lease agreements,  which expired in December 2004 and now is
          a month-to- month lease and requires monthly payments of $5,000 per month.

          Future  minimum  payments  under these  operating  and  capital  lease
          agreements at December 31, 2004 were as follows:

                   Year Ending                                                Operating
                  December 31,                                                  Leases

                      2004                                                       0

                                                                        $        0
                  Less amount representing interest                     ================

         Rent expense was $57,227 and $48,000 for the years ended December 31, 2004 and
              December 31, 2003, 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.


                                      F-13

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

          The Company  will  require  future  financing  in various  forms.  The
          Company  is  financing  working  capital  timing  differences  with an
          asset-based line of credit factoring agreement with Langsam Borenstein
          Partnership. In April 2002, the Company entered into an agreement with
          Langsam Borenstein  providing for sale of selected accounts receivable
          belonging to the Company to Langsam  Borenstein  in the face amount of
          at least  $5,000.00 per month.  Langsam  Borenstein in accordance with
          the terms of the agreement charges a varying  percentage rate on each
          invoice sold by the Company to Langsam  Borenstein from 4% for payment
          by the  customer  within 30 days to 10% for  payment  by the  customer
          between 81 to 90 days.

         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.



                                      F-14

NOTE 8 - SHAREHOLDERS' DEFICIT

         Common Stock
          During the years ended  December  31, 2004 and 2003,  the Company sold
          100,000  and  992,560  pre-split shares,  respectively,  of  common  stock for
          $50,250 and $50,000,  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, 2004 and 2003, the Company issued
          6,153,750  and 16,300,000  pre-split shares,  respectively,  of common stock to
          employees and members of its Board of Directors for services rendered.
          Compensation  expense of $996,500 and  $551,500  was recorded  with an
          offset to common stock and additional paid-in capital during the years
          ended December 31, 2004 and 2003, respectively.

         Common Stock (Continued)
          During the years ended  December 31, 2004 and 2003, the Company issued
          4,848,838  and 51,842,644 pre-split 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 $1,378,086 and  $1,912,697 was recorded  with an
          offset to common stock and additional paid-in capital during the years
          ended December 31, 2004 and 2003, 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:

                                                                                2004               2003
                  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                          $      5,011,417

                  Less valuation allowance                                             5,011,417

                           Net deferred tax assets                              $              -

          As  of  December  31,  2004,   the  Company  had  net  operating  loss
          carry forwards   for   federal  and  state   income  tax   purposes  of
          approximately  $7,107,970  and  $5,787,873,   respectively.   The  net
          operating  loss  carry forwards   begin  expiring  in  2017.

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, 2004, the Company issued a total of
          5,787,500shares of common stock to various Board  members,  various
          officers/Board  members, and the Chairman/majority  shareholder valued
          at $878,500, which represents the fair market value.


NOTE 11 - SUBSEQUENT EVENTS - UNAUDITED

        Convertible Debt - Related Parties
         All amounts owed by Americana Publishing, Inc. are in default.


                                      F-17

NOTE 11 - SUBSEQUENT EVENTS - UNAUDITED (Continued)

         Litigation (Continued)

          o    The Company is suing a former  director  for breach of  warranty,
               breach of contract,  and fraud. In addition,  the former director
               has threatened to file a lawsuit against the Company.

         Other Contingencies
          The Company is in negotiations with an officer of CMG,  concerning the
          resolution of $170,000 in expenses and  reimbursements of CMG due this
          officer.  The Company has offered  300,000  shares of common  stock in
          exchange for any amounts it might owe to the officer.  The Company has
          been unable to obtain a settlement.`