SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-KSB

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

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                              FOR FISCAL YEAR ENDED
                                DECEMBER 31, 2005

                           Commission File #333-124724

                          AMERICANA DISTRIBUTION, INC.
             (Exact name of registrant as specified in its charter)

                                    COLORADO
         (State or other jurisdiction of incorporation or organization)

                                   84-1453702
                      (IRS Employer Identification Number)


     195 Route 9, Suite 204, Manalapan, NJ                         07726
   (Address of principal executive offices)                      (Zip Code)

                                 (973) 726-5240 (Registrant's telephone no.,
                including area code)

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


Title of each class                    Name of each exchange on which registered


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

                         Common Stock, $0.001 par value
                                (Title of class)

              (Former name, former address and former fiscal year,
                          if changed since last report)

================================================================================

Indicate by check mark whether the registrant is a shell company as defined in
Rule 12b-2 of the Exchange Act.

Yes  [X]    No  [_]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  [X]    No  [_]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [_]

Revenues for year ended December 31, 2005: $334,995.00

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of March 31, 2006, was: $14,858,482.

Number of shares of the registrant's common stock outstanding as of March 31,
2006 is: 158,461,142

The Transfer Agent for the Company is National Stock Transfer.

================================================================================


<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

OUR BUSINESS

     From October 1996 until April 1997, our predecessor operated as a
development stage division of B.H. Capital Limited, engaging in publication
design research, industry and competition research and demographic research.
B.H. Capital Limited is an entity whose principal and sole owner is George
Lovato, Jr., our chairman, Chief Executive Officer and President. We were
incorporated under the laws of the State of Colorado on April 17, 1997.

     Historically, we have been a multi-media publishing company and wholesale
product provider to media distributors, operating under the belief that
consumers desire audio books, e-books, CD-ROMs or a downloadable digital file in
addition to traditional print books and that many publishers in the United
States are unable to, or choose not to, publish manuscripts in alternative
formats. Therefore, we have historically published and sold audio books, print
books and electronic books in a variety of genres, including mystery, western,
personal development, spiritual and children's publications. Books 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. Historically we have also licensed
the manuscripts we have published either directly from the author or from the
publishing house. Currently, we hold license rights to over 500 titles and
during 2004, we published over 160 titles. In the past our products were sold
through a network of industry sector distributors who purchase the products from
us wholesale.

     On January 9, 2006, we announced that Americana is restructuring and that
will be focusing on adding new products and distributing to a wider market
segment. Americana is currently looking to expand our product lines beyond our
traditional base of printed and audio books. With the advent of downloadable
content and print-on-demand books, we are exploring a range of new products and
distribution models in both traditional and electronic formats.

     On March 8, 2006, the Company received written consents, in lieu of a
meeting of Americana stockholders, from holders of 91,231,234 shares of common
stock representing approximately 58% of the 158,461,142 shares of the total
issued and outstanding shares of voting stock of the Company approving an
amendment to the Articles of Incorporation of the Company pursuant to which (i)
changed the name of Company to "Americana Distribution, Inc." and (ii) to
increase the maximum number of shares of stock that the Company shall be
authorized to have outstanding at any time increased to 2,000,000,000 shares of
common stock at par value $0.01 with no preemptive rights.

     Americana Distribution currently has two (2) subsidiaries: Americana
Licensing Holding Inc. and Americana Imports and Trading Inc. Americana
Licensing is a license and royalty management company. The company's main focus
is the implementation and expansion of comprehensive licensing programs designed
to maximize royalty income for its clients. The company manages all aspects of
royalty collection and distribution for its clients and sells licenses on their
behalf. Currently, the management of Americana Licensing is reviewing the
company audio book master inventory and will endeavor to aid in the marketing of
those products. Americana Imports and Trading has emerged as a significant
source of imported rugs and furniture in the Midwest. In the process, the
company has expanded its realm of product mix from high-end Oriental rugs to
more affordable home goods. Such diversity in products has been a key advantage
in acquiring more and more of the market share, from small retailers to mass
merchandisers. Americana Imports & Trading currently reflects a strong hold in
supplying and/or manufacturing home d cor goods to large nationwide chains such
as Sam's Club, chain stores such as Slumberland, large retailers such as Becker
Furniture World and numerous small retailers across the Midwest.

     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


<PAGE>
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.

     We did not have any sales in the fourth quarter 2005. Although we are still
in the audio book business, we are reevaluating our efforts to market in a more
direct manner to independent truck stops, offering other products in addition to
the audio books. Through our subsidiary Americana Imports and Trading, we intend
to present our product line to major national wholesalers, as well as to
introduce the products of Americana Imports and Trading to independent truck
stops. Through our subsidiary, Americana Licensing, we intend to offer our
product line to various independent publishers.

AUDIO BOOKS

     Historically, we have offered more than 600 audio book title and published
our audio books on both cassette-tape and CD format. We expect that consumer
demand for books will continue to shift from cassette tape to CD format. Audio
book sales in the United States are primarily made through wholesale
distributors, including BARJAN, KSG, UAV, TNG, and AUDIO ADVENTURES. This group
of distributors historically placed 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 have been present in
over 850 retail outlets serving the trucking and travel industry. During the
year ended December 31, 2004, these five (5) major customers represented 29%,
20%, 13%, 5% and 5% of our net sales, respectively.

     In addition to this wholesale distribution network, our books have been
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.

ELECTRONIC BOOKS

     We currently have fifteen (15) books that may be available electronically
in the future. There were no sales of electronic books during the 2005 and 2004
fiscal years.

PRINT BOOKS

     The Company has published eight (8) print books, however six (6) print
books the Company no longer owns the rights to.

COREFLIX

     On December 31, 2005 the Company entered into that certain Settlement
Agreement and Release (the "Settlement Agreement") with Action Media Group, LLC
                             --------------------
("AMG"),  Joseph  D.  Agliozzo  ("JDA"), Benjamin L. Padnos ("BLP") and Peter C.
  ---                             ---                         ---
Ocampo  ("PCO",  and  together with AMG, JDA and BLP, the "Members") pursuant to
  -       ---                                              -------
which  the  Company and the Members (together, the "Parties" and each a "Party")
                                                    -------              -----
agreed  (a)  to  terminate  and  have


<PAGE>
terminated  that  certain  Purchase Agreement (the "SPA"), dated April 19, 2004,
                                                    ---
and the Amendment thereto, dated March 25, 2005, whereby the Company had
acquired all of the assets of AMG in consideration for the issuance of a total
of 8,000,000 shares of the Company's common stock to the Members and a
Consulting Agreement equal to $37,500 with BLP, (b) to settle and compromise all
claims between them, (c) that there shall be no further obligations by any of
the Parties to another Party with respect to the SPA, (d) that the Members shall
return to the Company's treasury all unsold shares issued pursuant to the SPA,
however the Members shall be entitled to keep any proceeds generated from sales
of any portion of the 8,000,000 shares, (e) that BLP shall be entitled to keep
the consulting fees paid pursuant to the Consulting Agreement and (f) that the
Company shall transfer all of the assets received from AMG pursuant to the SPA
to BLP or another entity as designated by the Members; included in this transfer
are (i) all source code used to power the action sports DVD rental service,
Coreflix, (ii) ownership of the Coreflix brand, (iii) the URL "Coreflix.com",
(iv) the entire library of DVD inventory for the Coreflix service, (v) all
mailing envelopes and other items related to the day-to-day operations of the
Coreflix service and (vi) all hardware and equipment, including any computers,
and other items.

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.

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 March 29, 2006, we employ one (1) part time employee.

ITEM 2. DESCRIPTION OF PROPERTY

     Our principal executive offices are located at 195 Route 9, Suite 204,
Manalapan, New Jersey 07726. We lease this space for no fee from our corporate
attorneys, Anslow & Jaclin, LLP.

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


<PAGE>
settlement amount and stipulated payment to occur over a six month period in the
amount of $1,500 per month. As of April 1, 2005 we paid all amounts due and this
matter is closed.

     During the 3rd and 4th quarters of 2004, on appeal to the Federal District
Court for the Eastern District, State of Tennessee, we secured a reversal of a
decision made by the Bankruptcy Court in the CMG bankruptcy and related
adversarial proceedings brought by Richard and Susan Durand. This order set
aside the Bankruptcy Court's finding of a default against us. We filed an answer
to the Complaint and we have filed a counterclaim against both Richard Duran and
Susan Durand for breach of contract and fraud. We are also asking the Federal
District Court to either dismiss the proceeding filed there, or in the
alternative to abstain from the matter, based upon the fact that in 2002 we
filed an action in the District Court of Bernalillo County, New Mexico against
Richard Durand and Susan Durand for breach of contract and fraud, which claims
are identical to the claims subsequently brought in the Tennessee federal court.
For all matters involving Durand and Americana, respective counsel are in final
settlement discussions, with the expectation that all claims will be dismissed
without judgment or liability of any nature, with each party paying their own
and separate costs, during the second quarter of 2005.

     During 2004, New Mexico counsel resolved and otherwise paid the previously
reported, Metropolitan Court (Small Claims Court), Bernalillo County, New Mexico
matters against vendors/suppliers: Rex Burns (royalty dispute), and Left Field
Designs (graphics services dispute). Plaintiffs Burns and Left Field sought
payment of alleged vendor account balances. These matters were handled in
Metropolitan Court for disputes on matters involving less than $10,000. These
claimed amounts have been paid and these matters are settled.

     During 2004, New Mexico counsel resolved otherwise paid the previously
reported, Metropolitan Court (Small Claims Court), Bernalillo County, New Mexico
matters against vendors/suppliers: Rex Burns (royalty dispute), Left Field
Designs (graphics services dispute). Plaintiffs Burns Left Field sought payment
of alleged vendor account balances. These matters were handled in Metropolitan
Court for disputes on matters involving less than $10,000.

     During 2004, New Mexico counsel continues in the normal course of business
Court scheduling to handle the District Court, Bernalillo County, New Mexico
disputed matter previously disclosed, known as WBX (raw materials dispute).
Americana has filed its Counter Claim for damages. The matter awaits the Court's
scheduling process.

     During 2004, New Mexico counsel continues in the normal course of business
Court scheduling to h le the Metropolitan Court (Small Claims Court), Bernalillo
County, New Mexico disputed matter known as Duel Jamieson (voice talent
dispute). We settled this matter by paying $350 to Mr. Jamieson.

     Our New Mexico counsel will handle a demanded account from Demand Printing
(print materials dispute). We terminated this vendor account in November 2004
for non-performance intend to seek recovery for compensatory consequential
damages incurred. Currently, neither party has initiated litigation for recovery
of accounts or damages. Demand Printing's claim for unpaid account balance is
for less than $10,000.

     On December 14, 2004 the law firm of Hagerty, Johnson, Albrightson Beitz,
P.A. filed a claim against us in the Conciliation Court of Hennepin County,
Minnesota. The plaintiff sought $6,597 for unpaid legal fees. We settled the
action in February 2005 by paying the plaintiff $6,597 during March, 2005.

     On January 20, 2005, a proceeding was initiated before the American
Arbitration Association by Tew Cardenas LLP in behalf of the claimant,
TheSubway.com, Inc. The arbitration Claimant is seeking $42,009 in performance
fees allegedly owed by us. Preliminary hearings were held by telephone
conference on or about March 24, 2005. The American Arbitration Association has
set August 18, 2005 for a further conference call for scheduling a date for a
full hearing on the matter. On October 5, 2005, the Company received notice,
whereby, The American Arbitration Association awarded The Subway.com $42,009.79,
plus, 7% annual interest from August 14, 2004, until, paid in full. In addition,
the Company is required to pay $1550.00 to the American Arbitration Association,
in administrative fees.


<PAGE>
     On August 24, 2005, Charlie O'Dowd was awarded a judgment from the
Metropolitan Court in Bernalillo County, New Mexico, in the amount of $5667.00,
for unpaid services rendered to the Company.

     On September 1, 2005, the Company executed a Promissory Note in the amount
of $9000.00, in a single payment form to Demand Printing Solutions. The Company
was unable to obtain adequate funds, to pay this note, from its exercised
advance from the Standby Equity Distribution Agreement, as previously stated.
Therefore, this promissory note is currently in default.

     On October 7, 2005, Langsam Borenstein declared the Security Agreement in
default and as of July 1, 2005, the amount owed was $319,142.33. Langsam
Borenstein has requested and authorized management to liquidate the remaining
finished inventory and duplication equipment.

     On October 4, 2005 Americana received a letter (the "Notice") from
Montgomery Equity Partners, Ltd. notifying the Company that the Company has
defaulted under the terms of that certain promissory note issued to Montgomery
Equity Partners, Ltd. on April 1, 2005 as is fully described below and attached
as Exhibit 99.5 to the Company's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on April 14, 2005. Pursuant to Section 4 of
the note, an interest payment in the amount of Sixteen Thousand Four Hundred
Dollars ($16,400) was due and payable on the first (1st) day of August, 2005. An
additional payment of interest, also in the amount of Sixteen Thousand Four
Hundred Dollars ($16,400) was due and payable on the first (1st) day of
September, 2005. Pursuant to Section 3 of the note, a principal payment in the
amount of One Hundred Twenty Five Thousand Dollars ($125,000) was due and
payable on September 1, 2005. Upon an event of default under the note, the
entire principal balance of Eight Hundred Twenty Thousand Dollars ($820,000) and
accrued interest outstanding under the Note, and all other obligations of the
Company under the Note, shall be immediately due and payable without any action
on the part of Montgomery Equity Partners, Ltd. Interest shall accrue on the
unpaid principal balance at twenty-four percent (24%) or the highest rate
permitted by applicable law, if lower, and Montgomery Equity Partners, Ltd.
shall be entitled to seek and institute any and all remedies available to it.
The Note is secured by certain Pledged Property, as such term is defined in that
certain Security Agreement of even date with the Note, by and between the
Company and Montgomery Equity Partners, Ltd., of which certain pledged shares
are being held in escrow by Yorkville Advisors, LLC. The Note is also secured by
shares of common stock of the Company which are owned by the Pledgor(s), as such
term is defined in the Pledge and Escrow Agreement, of even date with the Note,
by and between the Company and Montgomery Equity Partners, Ltd. Both the
Security Agreement and Pledge and Escrow Agreement are attached to the Company's
Current Report on Form 8-K as filed with the SEC on April 14, 2005 as Exhibits
99.6 and 99.7, respectively.

     On October 7, 2005, Langsam Borenstein declared the Security Agreement in
default and as of July 1, 2005, the amount owed was $319,142.33. Langsam
Borenstein has requested and authorized management to liquidate the remaining
finished inventory and duplication equipment. On November 8, 2005, Langsam
Borenstein Partnership entered a confession of judgment for money with the
Philadelphia County Court of Common Pleas, in the amount of $633,016.10 plus
interest and costs, in connection with allegedly unpaid accounts, and pursuant
to a security agreement. In December 2005, Langsam Borenstein Partnership
entered into an assignment agreement with Montgomery Equity Partners, Ltd.
Pursuant to that assignment agreement, Langsam Borenstein Partnership assigned
to Montgomery Equity Partners, Ltd. all of Langsam Borenstein Partnership's
rights, title, and interest in all the indebtedness of Americana Publishing,
together with all related security interests. The confession of judgment is
still pending before the Philadelphia County Court of Common Pleas, but all of
Langsam Borenstein Partnership's interests in that judgment were assigned to
Montgomery Equity Partners.

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

None.


<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


                MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
                   COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

     Our common stock began trading on The National Association of Securities
Dealers, Inc. Electronic Bulletin Board (the "OTC Bulletin Board") on November
8, 1999. Our ticker symbol is ADBN.OB. The following table represents the
closing high and low bid information for our common stock during the last 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.

<TABLE>
<CAPTION>
                    2005                       HIGH           LOW
                    ------------------------  -------       -------
<S>                                           <C>           <C>
                    First Quarter             $ 0.032       $ 0.009
                    Second Quarter            $ 0.032       $ 0.003
                    Third Quarter             $ 0.012       $ 0.004
                    Fourth Quarter            $0.0021       $0.0008

                    2004                       HIGH           LOW
                    ------------------------  -------       -------
                    First Quarter             $  1.00       $  0.60
                    Second Quarter            $  0.56       $  0.03
                    Third Quarter             $  0.17       $  0.05
                    Fourth Quarter            $  0.05       $  0.02

                    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
</TABLE>


     There were approximately 1,500 holders of common stock as of March 8, 2006.
We have not paid any dividends in the past and currently we have no plans to pay
dividends in the foreseeable future.

DIVIDEND POLICY

No dividends have ever been declared by the Board of Directors of Americana on
its common stock. At the present time Americana does not anticipate paying
dividends, cash or otherwise, on it's common stock in the foreseeable future.
Future dividends will depend on earnings, if any, of Americana, its financial
requirements and other factors.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

GENERAL

     Management's discussion and analysis of results of operations and financial
condition are based upon our financial statements. These statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America. These principles require management to make certain
estimates, judgments and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, and related


<PAGE>
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.

     On January 9, 2006, we announced that Americana is restructuring and will
be focusing on adding new products and distributing to a wider market segment.
Americana Distribution currently has two (2) subsidiaries: Americana Licensing
Holding Inc. and Americana Imports and Trading Inc. Americana Licensing is a
license and royalty management company. The company's main focus is the
implementation and expansion of comprehensive licensing programs designed to
maximize royalty income for its clients. The company manages all aspects of
royalty collection and distribution for its clients and sells licenses on their
behalf. Americana Imports and Trading has emerged as a significant source of
imported rugs and furniture in the Midwest. In the process, the company has
expanded its realm of product mix from high-end Oriental rugs to more affordable
home goods. Such diversity in products has been a key advantage in acquiring
more and more of the market share, from small retailers to mass merchandisers.
Americana Imports & Trading currently reflects a strong hold in supplying and/or
manufacturing home d cor goods to large nationwide chains such as Sam's Club,
chain stores such as Slumberland, large retailers such as Becker Furniture World
and numerous small retailers across the Midwest.

     Americana is currently looking to expand our product lines beyond our
traditional base of printed and audio books. With the advent of downloadable
content and print-on-demand books, we are exploring a range of new products and
distribution models in both traditional and electronic formats.

     Historically, we have been a multi-media publishing company and wholesale
product provider to media distributors, operating under the belief that
consumers desire audio books, e-books, CD-ROMs or a downloadable digital file in
addition to traditional print books and that many publishers in the United
States are unable to, or choose not to, publish manuscripts in alternative
formats. Therefore, we have historically published and sold audio books, print
books and electronic books in a variety of genres, including mystery, western,
personal development, spiritual and children's publications. Books 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. Historically we have licensed the
manuscripts we have published either directly from the author or from the
publishing house. Currently, we hold license rights to over 500 titles and
during 2004, we published over 160 titles. In the past our products were sold
through a network of industry sector distributors who purchase the products from
us wholesale.

     We did not have any sales in the fourth quarter 2005. While we are still in
the audio book business, we are reevaluating our efforts to market in a more
direct manner to independent truck stops, offering other products in addition to
the audio books. Through our subsidiary Americana Imports and Trading, we intend
to present our product line to major national wholesalers, as well as to
introduce the products of Americana Imports and Trading to independent truck
stops.

     To date, the majority of our revenues have been earned from the sale of
audio books, with sales of action sports DVDs accounting for only $25,707 in
revenues during the twelve (12) months ended December 31, 2005.

YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004

     Our revenues from operations for the year ended December 31, 2005 were
$334,995 as compared to revenues of $1,229,977 for the year ended December 31,
2004. The reason for the drop in sales is due to the shift in marketing
strategy, plus not having enough capital to fully implement the new plan.
Instead of selling to truck stops through distributors, we are selling directly
to the truck stops, to the truck drivers, through direct mail and email blasts.
This strategy will result in far less returns and a higher gross profit. This
shift in strategy requires more capital for sales and marketing efforts. We
haves not had adequate capital to deploy this situation and thus, there has been
a decline in revenues.


<PAGE>
     Our gross profit from operations for the fiscal year ended December 31,
2005 decreased to $242,242 as compared to $726,331for the fiscal year ended
December 31, 2004. Our gross margin percent decreased to 45% in fiscal year 2005
from 59% in fiscal year 2004. 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 decreased by $1,615,998, to $1,908,080 for the year ended December 31,
2004 as compared to $3,524,078 for the year ended December 31, 2004, a 45 %
decrease. This decrease is primarily attributable the overall decrease in our
business operations, the decrease in our management and employees and the
decrease in our revenues.

     Our net ordinary loss from operations was $1,779,449 for the year ended
December 31, 2005 as compared to a loss from operations of $2,951,409 for the
year ended December 31, 2004, an decrease in ordinary loss of $1,171,960. The
decrease in net ordinary loss from operations was primarily This decrease is
attributable to less common stock being issued to employees and consultants in
2005 as compared to 2004.

          Our net loss for the year ended December 31, 2005 was $(2,362,898) as
compared to $(819,901) in net loss for the year ended December 31, 2004. The
increase in net loss resulted from the fact that in 2004 we had a $2,1666,863
gain from the discharge in debt due to the CMG bankruptcy.


GOING CONCERN

     The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, during the year ended December 31, 2005, the Company incurred
operating losses of $2,362,898y. These factors, among others, raise substantial
doubt about its ability to continue as a going concern.

     The Company's average monthly revenues decreased during 2005 to
$27,916_____, decline by $74,582 per month_____, compared to the twelve months
ended December 31, 2005. This decrease is due to the Company not having adequate
working capital in order to engage in sales and marketing activities that
promote sales accordance with the Company's new marketing initiative. Therefore,
the Company was unable to generate adequate revenues to cover operating
expenses. During the year, the officers and directors loaned a total of $
67,594.00 to the Company. These loans were to be repaid out of company revenues
or advances under the Standby Equity Distribution Agreement. The Company was
unable to repay these obligations and these notes were in default as of October
1, 2005.

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

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 2005 we had no cash or cash equivalents of on hand as
compared to $1,356 cash or cash equivalents at December 31, 2004. Our primary
source of cash during the year ended December 31, 2005 consisted of revenues
from sales of our products and a loan of $ 820,000

     Net cash used in operating activities was $(1,367,155) for the twelve
months ended December 31, 2005 as compared to net cash used by operating
activities of $53,248 for the twelve months ended December 31, 2004.


<PAGE>
     Net cash used by investing activities was $129,754 during the twelve months
ended December 31, 2005 as compared to $318,098 net cash used by investing
activities during the twelve months ended December 31, 2004. The funds were used
for the purchase of audio masters requiring expenditures for studio time voice
talent.

     Net cash provided by financing activities during the twelve months ended
December 31, 2005 was $1,495,553 as compared to net cash provided by financing
activities in the amount of $341,912 for the twelve months ended December 31,
2004. We obtained a loan of $820,000, receiving $375,000 on April 1, 2005 and
the remaining $445,000 on May 15, 2005, plus an additional $56,783 was put in by
a directors of the Company, in the form of a Promissory Note Payable. PLEASE
UPDATE

     George Lovato Jr. has a total of $20,969.80 as of September 21, 2005, in
promissory notes. Don White as a total of $2,500.00 as of August 9, 2005, in
promissory notes. David Poling has a total of $3,000.00 as of August 5, 2005 in
promissory notes. No payments have been made on these notes. The interest rate
of 10% will also apply security interest granted to the holders of our 6%
Convertible Debentures.

     On April 1, 2005, the Company entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners. Pursuant to the Standby Equity
Distribution Agreement, the Company may, at its discretion, periodically sell to
Cornell Capital Partners shares of common stock for a total purchase price of up
to $10 million. For each share of common stock purchased under the Standby
Equity Distribution Agreement, Cornell Capital Partners will pay the Company 95%
of the lowest volume weighted average price of our common stock as quoted by
Bloomberg, LP on the Over-the-Counter Bulletin Board or other principal market
on which the Company's common stock is traded for the 5 days immediately
following the notice date. Cornell Capital Partners will also retain 10% of each
advance under the St by Equity Distribution Agreement. Cornell Capital Partner's
obligation to purchase shares of the Company's common stock under the Standby
Equity Distribution Agreement is subject to certain conditions, including having
a registration statement covering shares of common stock sold under the St by
Equity Distribution Agreement being declared effective by the Securities
Exchange Commission, the maximum advance the Company may request is limited to
$250,000 per week.

     On April 1, 2005, the Company executed a Promissory Note in favor of
Montgomery Equity Partners, Ltd. in the principal amount of $820,000. The Note
has an annual interest rate equal to 24%. Contemporaneously with the execution
of the Note, the Company Montgomery Equity Partners, Ltd. entered into a
Security Agreement a Pledge Agreement. The Company received $375,000 of the
principal amount of the Note on April 1, 2005 and did receive the balance of
$445,000 in the second quarter 2005. The Note is secured by all of the Company's
assets pursuant to the Security Agreement. In connection with the Note, the
Company issued to Montgomery Equity Partners, Ltd. a warrant to purchase 375,000
shares of its common stock for a period of three (3) years at an exercise price
equal to $0.001. The Company granted registration rights on the shares of common
stock underlying the warrant. The Company did pay Yorkville Advisors Management,
LLC a commitment fee equal to 10% of the gross proceeds of each of the
above-referenced closing traunches. In addition, the Company paid to Yorkville
Advisors Management, LLC a non-refundable structuring fee equal to $10,000,
which was deducted from the proceeds from the first closing traunches. Pursuant
to the terms of the Note, the Company had previously paid Yorkville Advisors
Management, LLC a non-refundable due diligence fee equal to $2,500.

     On October 4, 2005, the Company received a letter from Montgomery Equity
Partners, Ltd. notifying the Company that the Company has defaulted under the
terms of that certain promissory note issued to Montgomery Equity Partners, Ltd.
on April 1, 2005 as is fully described below and attached as Exhibit 99.5 to the
Company's Current Report on Form 8-K as filed with the Securities and Exchange
Commission on April 14, 2005. Pursuant to Section 4 of the Note, an interest
payment in the amount of Sixteen Thousand Four Hundred Dollars ($16,400) was due
and payable on the first (1st) day of August, 2005. An additional payment of
interest, also in the amount of Sixteen Thousand Four Hundred Dollars ($16,400)
was due and payable on the first (1st) day of September, 2005. Pursuant to
Section 3 of the Note, a principal payment in the amount of One Hundred Twenty
Five Thousand Dollars ($125,000) was due and payable on September 1, 2005. Upon
an event of default under the Note, the entire principal balance of Eight
Hundred Twenty Thousand Dollars ($820,000) and accrued interest outstanding
under the Note, and all other obligations of the Company under the Note, shall
be immediately due and payable without any action on the part of Montgomery
Equity Partners, Ltd. Interest shall accrue on the unpaid principal balance at
twenty four percent (24%) or the highest rate permitted by applicable law, if
lower, and Montgomery Equity Partners, Ltd. shall be entitled to seek and
institute any and all remedies available to it. The Note is secured by


<PAGE>
certain Pledged Property as such term is defined in that certain Security
Agreement, of even date with the Note, by and between the Company and Montgomery
Equity Partners, Ltd. and the Note is also secured by shares of common stock of
the Company which are owned by the Pledgor(s) as such term is defined in the
Pledge and Escrow Agreement, of even date with the Note, by and between the
Company and Montgomery Equity Partners, LtdBoth the Security Agreement and
Pledge and Escrow Agreement are attached to the Company's Current Report on Form
8-K as filed with the SEC on April 14, 2005 as Exhibits 99.6 and 99.7,
respectively.

     On October 7, 2005, Langsam Borenstein declared the Security Agreement in
default and as of July 1, 2005, the amount owed was $319,142.33. Langsam
Borenstein has requested and authorized management to liquidate the remaining
finished inventory and duplication equipment. On November 8, 2005, Langsam
Borenstein Partnership entered a confession of judgment for money with the
Philadelphia County Court of Common Pleas, in the amount of $633,016.10 plus
interest and costs, in connection with allegedly unpaid accounts, and pursuant
to a security agreement. In December 2005, Langsam Borenstein Partnership
entered into an assignment agreement with Montgomery Equity Partners, Ltd.
Pursuant to that assignment agreement, Langsam Borenstein Partnership assigned
to Montgomery Equity Partners, Ltd. all of Langsam Borenstein Partnership's
rights, title, and interest in all the indebtedness of Americana Publishing,
together with all related security interests. The confession of judgment is
still pending before the Philadelphia County Court of Common Pleas, but all of
Langsam Borenstein Partnership's interests in that judgment were assigned to
Montgomery Equity Partners, Ltd.

     Our revenues decreased during the fourth quarter to $$1,493. This decrease
is due to us not having adequate working capital in order to engage in sales and
marketing activities that promote sales in accordance with our new marketing
expenses. Therefore, we were unable to generate adequate revenues to cover
operating expenses. During the year, the officer and director's loaned a total
of $67,594.20 to us. These loans were to be repaid out of company revenues or
SEDA (Standby Equity Distribution Agreement) advances. We were unable to repay
these obligations and these notes are in default as of October 1, 2005. The
former officers and directors were unable to loan the Company any further
monies.

     On September 22, 2005, our registration statement filed on May 9, 2005, was
declared effective in relation to the Standby Equity Distribution Agreement. We
were made aware through legal counsel that the proceeds obtained under the
Standby Equity Distribution Agreement, could not be utilized to repay Montgomery
Equity Partners, Ltd. Promissory Note in accordance with the communication
between Cornell Capital Partners, Ltd. and Securities and Exchange Commission.
Subsequently, we filed an amendment clarifying no such payments would be paid
from SEDA proceeds, to Montgomery Equity Partners, Ltd. We then requested an
advance under the terms of the Standby Equity Distribution Agreement on
September 30, 2005. The net proceeds were $13,216.00 which were insufficient to
subsidize our continuing operations. In light of the Standby Equity Distribution
Agreement, in conjunction with our low stock price and consequently, an
inability to provide sufficient working capital, as well as, the defaults
claimed by Montgomery Equity Partners, Ltd. on October 4, 2005 and Langsam
Borenstein on October 7, 2005, in concomitant with a series of judgments awarded
against us, on October 14, 2005, we ceased publishing operations.

     On December 31, 2005, we entered into that certain Settlement Agreement and
Release (the "Settlement Agreement") with Action Media Group, LLC ("AMG"),
                ---------------------                                     ---
Joseph  D.  Agliozzo  ("JDA"),  Benjamin  L.  Padnos ("BLP") and Peter C. Ocampo
                        ---                            ---
("PCO",  and together with AMG, JDA and BLP, the "Members") pursuant to which we
  ---                                             -------
and  the  Members  (together,  the  "Parties"  and each a "Party") agreed (a) to
                                     -------               -----
terminate and have terminated that certain Purchase Agreement (the "SPA"), dated
                                                                    ---
April 19, 2004, and the Amendment thereto, dated March 25, 2005, whereby we had
acquired all of the assets of AMG in consideration for the issuance of a total
of 8,000,000 shares of our common stock to the Members and a Consulting
Agreement equal to $37,500 with BLP, (b) to settle and compromise all claims
between them, (c) that there shall be no further obligations by any of the
Parties to another Party with respect to the SPA, (d) that the Members shall
return to the Company's treasury all unsold shares issued pursuant to the SPA,
however the Members shall be entitled to keep any proceeds generated from sales
of any portion of the 8,000,000 shares, (e) that BLP shall be entitled to keep
the consulting fees paid pursuant to the Consulting Agreement and (f) that we
shall transfer all of the assets received from AMG pursuant to the SPA to BLP or
another entity as designated by the Members; included in this transfer are (i)
all source code used to power the action sports DVD rental service, Coreflix,
(ii) ownership of the Coreflix brand, (iii) the URL "Coreflix.com", (iv) the
entire library of DVD inventory for the Coreflix service, (v) all mailing
envelopes and other items related to the day-to-day operations of the Coreflix
service and (vi) all hardware and equipment, including any computers, and


<PAGE>
other  items.

     On February 27, 2005 we entered into that certain Settlement Agreement and
General Release (the "Settlement Agreement II") with Montgomery Capital Partners
                      -----------------------
(together  with  the  Company,  the "ADBN Parties") on the one hand, and Addison
                                     ------------
Adams  ("AA"),  Erick  Richardson  ("ER"),  Nimish Patel ("NP"), Kevin Friedmann
         --                          --                    --
("KF"),  Mark  Abdou  ("MA"),  RP  Capital LLC ("RPC")and Richardson & Patel LLP
  --                    --                       ---
("R&P",  and  together with AA, ER, NP, KF, MA and RPC, the "RP Parties") on the
  ---                                                        ----------
other hand. Pursuant to the Settlement Agreement II, the ADBN Parties (a) made a
cash payment to the RP Parties in an amount equal to $25,288.30.; such amount
equals approximately 7.5% of the total amount owed by us to the RP Parties for
loans, including interest through March 31, 2006, and unpaid legal fees and
costs advanced by R&P (collectively, the "Obligations") and (b) shall cause
                                               -----------
shares of our common stock to be issued to the RP Parties equal to an aggregate
of five percent (5%) of the restructured company (after taking into account any
stock split, reverse stock split, stock dividend, conversion of outstanding debt
into stock, payment of liabilities with stock in lieu of cash and exercise of
any outstanding options, warrants or other convertible securities and agreements
for the issuance of additional shares of stock). The ADBN Parties on one hand
and the RP Parties on the other hand have discharged and released on e another
from any and all claims arising out of the Obligations pursuant to the terms of
the Settlement Agreement II.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In December of 2004 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.

     Americana 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.

     Americana 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


<PAGE>
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.

     Americana 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.


<PAGE>
ITEM 7. FINANCIAL STATEMENTS

Our financial statements, together with the report of auditors, are as follows:


<PAGE>
                                                    Independent Auditor's Report

The Board of Directors and Shareholders
Americana Distribution, Inc. (Formerly Americana Publishing, Inc.)
Manalapan, New Jersey 07726
March 10, 2006

I have audited the accompanying balance sheet of Americana Distribution, Inc. as
of December 31, 2005 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 Distribution, Inc. as
of December 31, 2005 and the results of its operations and its cash flows for
the year then ended in accordance with the standards of the Public Company
Accounting Oversight Board (United States).

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

Philip H. Salchli, CPA
Houston, Texas


                                       F-1

<PAGE>
<TABLE>
<CAPTION>
                                               Americana Distribution, Inc.
                                                      Balance Sheet
                             As of December 31, 2005
<S>                                                 <C>
ASSETS
Current Assets                                                  2005
                                                    ----------------
  Cash and cash equivalents                         $            -0-
  Accounts Receivable, less allowance for doubtful
    accounts of $-0-                                             -0-
  Inventory                                                      -0-
  Prepaid and other current assets                            18,856
  Assets from discontinued operations                            -0-
                                                    ----------------
      Total Current Assets                          $         18,856
Property and Equipment, net                                      -0-
                                                    ----------------
TOTAL ASSETS                                        $         18,856
                                                    ================
LIABILITIES AND SHAREHOLDER'S DEFICIT
Current Liabilities
  Accounts Payable                                  $        219,717
  Accrued expenses                                           295,485
  Notes Payable                                              176,794
  Convertible debt - related parties                       1,164,543
  Notes Payable - June Convertible Debt                      280,000
                                                    ----------------
      Total current liabilities                            2,136,539
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                                  -
    282,018,507 shares issued and outstanding                282,022
  Additional Paid-In Capital                              16,169,786
  Accumulated deficit                                    (18,569,491)
                                                    ----------------
      Total shareholder's deficit                         (2,117,683)
                                                    ----------------


TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT         $         18,856
                                                    =================
</TABLE>

   The Accompanying Notes are an Integrated Part of these Financial Statements


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                                                 AMERICANA DISTRIBUTION, INC.
                                                                   STATEMENTS OF OPERATIONS
                                                               For the Years Ended December 31,

                                                                   2005               2004
<S>                                                          <C>                <C>
Revenues                                                     $        334,995          1,229,978

Cost of goods sold                                                     92,753            503,647
                                                             -----------------  -----------------
Gross profit                                                          242,242            726,331

Operating expenses
    Depreciation and amortization                                     113,611            153,662
    Selling, general, and administrative (including stock-
      based compensation of $314,299 and $2,344,587)                1,908,080          3,524,078
                                                             -----------------  -----------------
      Total operating expenses                                      2,021,691          3,677,740
                                                             -----------------  -----------------
Loss from operations                                               (1,779,449)        (2,951,409)

Other income (expense)
    Miscellaneous Income                                                3,329              3,536
    Miscellaneous Expense                                            (586,778)           (38,831)
                                                             -----------------  -----------------
      Equipment W/O
        Total other income (expense)                                 (583,449)           (35,295)

Loss before extraordinary gain                                     (2,362,898)        (2,986,704)

Extraordinary Item
  Discharge of Bankruptcy - CMG                                           -0-         (2,166,803)
                                                             -----------------  -----------------
Net loss                                                           (2,362,898)          (819,901)

Basic and diluted loss per share
    From continuing operations                                              -   $           (.12)
    From discontinued operations                                            -                  -
                                                             -----------------  -----------------
        Total                                                               -   $           (.12)
                                                             =================  =================
Basic and diluted weighted-average shares outstanding                       -          6,398,984
                                                             =================  =================
</TABLE>

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


                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                                           AMERICANA DISTRIBUTION, INC.
                                                   STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                                                          For the Years Ended December 31,

                                                                      Additional
                                                   Common Stock         Paid-in      Retained
                                                Shares      Amount      Capital      Earnings      Total
<S>                                         <C>          <C>         <C>          <C>           <C>
Balance, December 31, 2003
  (after 40:1 reverse split)                  2,499,976       2,500  12,858,283   (15,386,644)  (2,525,861)
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)


                                                                      Additional
                                                   Common Stock         Paid-in      Retained
                                                Shares      Amount      Capital      Earnings      Total
Issuance of common
  stock to Officers &
  Board of Directors                          4,674,250       4,676     134,066       138,742
Issuance of common
  stock to outside
  consultants in
  exchange for
  services rendered                          29,212,850      29,217     146,340       175,557
Note Conversion                               4,150,000       4,150      40,350        44,500
Issuance of common
  stock to employees                                650         -0-           6             6
Warrants Issued                                     -0-     128,440     128,440
Issuance of common
  stock for collateral                      201,200,000     201,200    (201,200)          -0-
Debt Restructing                                175,000     175,000
Shares issued for SEDA Funds                 24,130,833      24,131     (10,915)       13,216
Net Loss                                                                           (2,362,898)  (2,362,898)
Balance, December
  31, 2005                                  282,018,507     282,022  16,169,786   (18,569,442)  (2,117,681)
</TABLE>

                                       F-4
<PAGE>

<TABLE>
<CAPTION>
                                                              AMERICANA DISTRIBUTION, INC.
                                                                STATEMENTS OF CASH FLOWS
                                                             For the Years Ended December 31,

                                                                  2005             2004
<S>                                                          <C>              <C>
Cash flows from operating activities
  Net loss from continuing operations                        $   (2,362,898)  $   (2,951,409)
  Adjustments to reconcile net loss to net cash
    used in operating activities
      Depreciation and amortization                                 113,611          153,662
      Allowance for doubtful accounts                               207,857          178,541
      Issuance of common stock to outside consultants
        in exchange for services rendered                           175,556        1,374,260
      Issuance of common stock to employees and
        members of the Board of Directors in exchange
        for services rendered                                       138,748          966,500
      Accounts receivable (Increase) Decrease                      (148,601)         (57,799)
      Inventory (Increase) Decrease                                 (50,186)          33,154
      Prepaid and other current assets (Increase) Decrease          (19,063)         (32,240)
      Debt Restructing                                              175,000                -
      Equipment W/O                                                 574,364                -
      Warrant Exp                                                   128,429                -
      Bad Debt Exp                                                   32,719                -
      Accounts payable Increase (Decrease)                          (11,141)          10,756
      Accrued expenses Increase (Decrease)                         (321,550)         228,914
                                                             ---------------  ---------------
Net cash used in operating activities                            (1,367,155)         (53,248)
Cash flows from investing activities
  Purchase of property and equipment                               (129,754)        (318,098)
                                                             ---------------  ---------------
Net cash provided by (used in) investing activities                (129,754)        (318,098)

Cash flows from financing activities
  Proceeds of notes payable                                  $    1,482,337   $      257,311
  Proceeds from sale of common stock                                 13,216           84,601
                                                             ---------------  ---------------
Net cash provided by financing activities                         1,495,553          341,912
                                                             ---------------  ---------------
Net decrease in cash and cash equivalents                            (1,356)         (29,434)

Cash and cash equivalents, beginning of year                          1,356           30,790

Cash and cash equivalents, end of year                       $            -   $        1,356

Supplemental disclosures of cash flow information

  Interest Accrued - continuing operations                   $            -   $            -

  Income taxes paid                                          $            -   $            -
</TABLE>


                                       F-5
<PAGE>
                          AMERICANA DISTRIBUTION, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2005


NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

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


                                       F-6
<PAGE>
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, 2005
          and 2004, the Company (as defined in Note 3) incurred losses of
          ($2,362,898) and ($2,318,359.84), respectively. In addition, as of
          December 31, 2005, its total current liabilities exceeded its total
          current assets by $2,117,683. 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
<PAGE>

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
<PAGE>
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:

<TABLE>
<CAPTION>
<S>                                              <C>

                  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
</TABLE>



         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
<PAGE>
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, 2005, advertising expense
          for continuing operations was approximately $10,334. For the year
          ended December 31, 2004, advertising expense for continuing operations
          was approximately $10,234.

         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
<PAGE>

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

          Recently  Issued  Accounting  Pronouncements

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


                                      F-11
<PAGE>
          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, 2005 consisted of the
          following:

          Due to the discontinuance of the audio book production, the Equipment
          has been written down to zero.

          Depreciation and amortization expense for continuing operations was
          $113,611 and $153,662 for the years ended December 31, 2005 and 2004,
          respectively.

NOTE 5 - WRITEDOWN OF ASSETS

          Due to the discontinuance of the audio book publishing, various assets
          were written off. Below are the amounts and where they were charged.

          Accounts Receivable in the amount of $24,516.67 was written off and
          charged to Bad Debt Expense.

          Property and Equipment was written off in the amount of $574,364 and
          charged to miscellaneous expense on the Statement of Operations.

          Inventory, consisting of audio books and raw material in the amount of
          $60,613.98 was written off against Cost of Sales, on the Statement of
          Operations.


                                      F-12
<PAGE>
NOTE 6 - NOTES PAYABLE

               Note Payable                           $  521,337

               Notes Payable - Convertible Debt 2004  $  280,000

               Note Payable - Montgomery Partners     $  820,000

                         Total                        $1,621,337

NOTE 7 - COMMITMENTS AND CONTINGENCIES

         Leases
          The Company has no lease commitments at this time.

          Rent expense was $38,262 and $57,227 for the years ended December 31,
          2005 and December 31, 2004, 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
<PAGE>

NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)

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

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

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

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

         Factoring Agreement - Continuing Operations



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



                                      F-14
<PAGE>
NOTE 9 - SHAREHOLDERS' DEFICIT

         Common Stock
          During the years ended December 31, 2005 and 2004, the Company sold
          24,130,833 and 100,000 shares, respectively, of common stock for
          $13,216 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, 2005 and 2004, the Company issued
          4,674,250 and 6,153,750 shares, respectively, of common stock to
          employees and members of its Board of Directors for services rendered.
          Compensation expense of $138,748 and $996,500 was recorded with an
          offset to common stock and additional paid-in capital during the years
          ended December 31, 2005 and 2004, respectively.

         Common Stock (Continued)
          During the years ended December 31, 2005 and 2004, the Company issued
          29,212,850 and 4,848,838 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 $175,557 and $1,378,086 was recorded with an
          offset to common stock and additional paid-in capital during the years
          ended December 31, 2005 and 2004, respectively.

NOTE 10  - 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:

<TABLE>
<CAPTION>
                                                                  2005      2004
<S>                                                              <C>      <C>
               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                         $7,374,315

               Less valuation allowance                                    7,374,315

                   Net deferred tax assets                                $        -
</TABLE>



          As of December 31, 2005, the Company had net operating loss carry
          forwards for federal and state income tax purposes of approximately
          $9,470,868 and $8,150,770, respectively. The net operating loss carry
          forwards begin expiring in 2017.

NOTE 11 - RELATED PARTY TRANSACTIONS

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

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

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

          During the year ended December 31, 2005, the Company issued a total of
          4,674,250 shares of common stock to various Board members, various
          officers/Board members, and the Chairman/majority shareholder valued
          at $138,742, which represents the fair market value.


NOTE 12 - DEBT DEFAULTMENT

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


                                      F-17
<PAGE>
NOTE 13 - LITIGATION

         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.


<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Donna Silverman, our principal executive officer and principal financial officer
evaluated our disclosure controls and procedures (as defined in rule 13a-14(c)
and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a
date within 90 days before the filing of this annual report (the Evaluation
Date). Based on that evaluation, our principal executive officer and principal
financial officer concluded that, as of the Evaluation Date, the disclosure
controls and procedures in place were adequate to ensure that information
required to be disclosed by us, including our consolidated subsidiaries, in
reports that we file or submit under the Exchange Act, is recorded, processed,
summarized and reported on a timely basis in accordance with applicable rules
and regulations. Although our principal executive officer and principal
financial officer believes our existing disclosure controls and procedures are
adequate to enable us to comply with our disclosure obligations, we intend to
formalize and document the procedures already in place and establish a
disclosure committee.

Changes in internal controls

We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.


<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table sets forth the names, ages, and titles of each of our
directors and executive officers and employees expected to make a significant
contribution to Americana.

<TABLE>
<CAPTION>
NAME                  AGE       POSITION
--------------------  --------  -----------------------------------------------------------
<S>                   <C>       <C>
Donna Silverman        46       President, Chief Executive Officer, Chief Financial Officer
                                  and Director
Peter Nasca            57       Director
Mike Abri              44       Director
</TABLE>

All Directors of the Company will hold office until the next annual meeting of
shareholders of the Company or until their successors are duly elected and
qualified. None of our Directors, nor our outsider Advisors, currently receive
any form of cash compensation for their participation on the Company's Board of
Directors. At the chairman's discretion he may award stock and/or stock options
to the Directors in lieu of cash compensation for services rendered.

The officers of the Company are appointed by the Board of Directors at the first
meeting after each annual meeting of the Company's shareholders, and hold office
until their death, or until they shall resign or have been removed.

No individual on our Board of Directors possesses all of the attributes of an
audit committee financial expert and no one on our Board of Directors is deemed
to be an audit committee financial expert. In forming our Board of Directors, we
sought out individuals who would be able to guide our operations based on their
business experience, both past and present, or their education. We recognize
that having a person who possesses all of the attributes of an audit committee
financial expert would be a valuable addition to our Board of Directors,
however, we are not, at this time, able to compensate such a person therefore,
we may find it difficult to attract such a candidate.

Effective October 3, 2005, Dr. David Poling amicably resigned his positions as
Director and Vice-President of Americana and Mr. Jay Simon amicably resigned his
positions as Director, Secretary and Treasurer of Americana.

Effective October 14, 2005, Mr. Jerome Ruther has amicably and formally resigned
his position as a member of the Board of Directors of Americana.

Effective as of November 22, 2005, Mr. George Lovato, Jr. amicably resigned as
Chief Executive officer and Chairman of the Board of Directors of Americana.
Effective as of November 22, 2005, Mr. Don White amicably resigned as Chief
Financial Officer, Vice-President and as a Director of Americana.

BIOGRAPHICAL INFORMATION

DONNA SILVERMAN. Ms. Silverman has served as the Company's President, Chief
Executive Officer and Chief Financial Officer since December 19, 2005 and as a
Director since October 21, 2005. Ms. Silverman also serves as a Director for
Global IT Holdings, Inc. (OTC BB: GBTH.OB), Tech Laboratories, Inc. (OTC BB:
TCHL.OB). Ms. Silverman founded Stedman Walker, Inc. in 1996, a New York based
firm which specializes in raising capital for businesses through debt and equity
financing. Ms. Silverman is also a business consultant on a non-exclusive basis
for Knightsbridge Capital. Ms. Silverman is experienced in the area of financing
for small to medium sized businesses. Ms. Silverman's distinguished two (2)
decade career began with the Wall Street investment firms of Jay W. & Kaufmann &
Co. At Paulson Investment Company, a leading underwriter in the OTC market, Ms.
Silverman spearheaded the launch of the firm's first east coast office. During
her career she has owned and operated brokerage offices in New York, New Jersey,
Florida and Georgia, creating and managing a sales force of more than 150


<PAGE>
registered representatives. During that time Ms. Silverman was responsible for
the successful implementation and completion of more than fifty (50) public
underwritings.

PETER NASCA. Mr. Nasca has served as a Director of the Company since October 21,
2005. Mr. Nasca is also a senior-level public relations professional with
extensive experience in the field. He is an accredited member of the Public
Relations Society of America and a past president of the organization's Miami
chapter. He has also held the positions of president-elect, secretary and
treasurer, and has twice served as judge in the prestigious national Public
Relations Society of America's Silver Anvil Award ceremonies. Prior to starting
his own agency, Mr. Nasca was vice president and partner of a medium-sized Miami
based agency. He has also served as president of one of the Southeast's largest
public relations firms. He began his career in journalism in New York radio as a
reporter and also spent four years at an NBC-TV affiliate as a general
assignment reporter and anchor where he won several awards for journalistic
excellence. He is a member of the National Investor Relations Institute (NIRI).
A graduate of the University of Bridgeport, Mr. Nasca is listed in Who's Who in
the South and Southwest and Who's Who Among Outstanding Business Executives. He
has lectured on the field of Public relations at the University of Florida,
University of Miami and Florida International University. He is a former member
of the Board of Directors of Miami Subs Corporation (NASDAQ: SUBS) which was
subsequently sold to Nathan's Famous, Inc. (NASDAQ: NATH). His column, "Mid-Life
Conscious" appears monthly in "Life on Stage Magazine" published by Ft.
Lauderdale's Atlantic Bank Center.

MIKE ABRI. Mr. Abri has served as a Director of the Company since October 21,
2005. Mr. Abri is also currently serving as a Director of Tech Laboratories,
Inc. (OTC BB: TCHL.OB). Mr. Abri started his professional career as an insurance
salesman for Transamerica, and subsequently he worked for Northstar Distributor,
the primary wholesaler for Best Buy in its beginning stages. Mr. Abri then
entered the retail rug business and has been a sales manager and owner of
Oriental rug retail stores in various areas of the country (Cleveland, Ohio and
Louisville Kentucky) since 1989 and in Minneapolis in 1991. Mike has knowledge
of rugs and related floor coverings, and has been involved professionally in the
industry for the last fifteen (15) years. Mr. Abri has particular expertise in
identifying opportunities for the mass market from multiple floor and home d cor
products, including high end knotted designs, mass market appeal, sourcing from
different areas of the world and negotiating deals. He brings the skill to
translate today's trends, color palettes, compositions, and designs into a
customer focused approach to success. Mr. Abri is a graduate of the University
of Minnesota with a bachelor's degree in Business Administration.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer has appeared as a party
in any legal proceeding material to an evaluation of his ability or integrity
during the past five years.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. Such code of ethics will be
provided to any person without charge, upon request, a copy of such code of
ethics by sending such request to us at our principal office.


ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table shows the compensation paid over the past three fiscal years
with respect to: (i) the Company's President as of the end of the 2005 fiscal
year; (ii) the four other most highly compensated executive officers (in terms
of salary and bonus) serving at the end of the 2005 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"):


<PAGE>
<TABLE>
<CAPTION>
                                       ANNUAL COMPENSATION                     LONG-TERM COMPENSATION
                                                                          AWARDS                   PAYOUTS
(a)                       (b)     (c)     (d)         (e)           (f)             (g)        (h)          (i)
------------------------------------------------------------------------------  ------------------------------------
                                                                                SECURITIES
                                                                RESTRICTED      UNDERLYING     LTIP
NAME AND                        SALARY   BONUS   OTHER ANNUAL      STOCK          OPTIONS    PAYOUTS     ALL OTHER
PRINCIPAL POSITION       YEAR     ($)     ($)    COMPENSATION    AWARD(S)           ($)      SARS(1)   COMPENSATION
------------------------------------------------------------------------------  ------------------------------------
<S>                      <C>    <C>      <C>     <C>            <C>             <C>          <C>       <C>
Donna Silverman           2005       --      --             --          --               --        --             --
President, CEO,CFO and    2004       --      --             --          --               --        --             --
Director(6)               2003       --      --             --          --               --        --             --

George Lovato             2005        0       0              0           0                0         0              0
CEO/Director              2004        0       0              0     569,000                0         0              0
                          2003        0       0              0       5,700 (2)            0         0              0

Jay Simon                 2005        0       0              0           0                0         0              0
Former                    2004        0       0              0      23,000                0         0              0
Sec/Treas/Director        2003        0       0              0           0                0         0              0

David Poling              2005        0       0              0           0                0         0              0
Former                    2004        0       0              0      76,750                0         0              0
Vice-Pres/Director        2003        0       0              0         500 (3)            0         0              0

Jerome Ruther             2005        0       0              0           0                0         0              0
Former Director(2)        2004        0       0              0      59,000 (4)            0         0              0
                          2003        0       0              0           0                0         0              0

Don White                 2005        0       0              0           0                0         0              0
Former CFO/Director       2004        0       0              0     151,000                0         0              0
                          2003        0       0              0       3,200  (5)           0         0              0
</TABLE>


(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 $0.003 per
        share. The restricted stock award vested on the date of the grant.

(3)     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 $0.003 per
        share. The restricted stock award vested on the date of the grant.


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


<PAGE>
(5)     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
        $0.003 per share. The restricted stock award vested on the date of the
        grant.

(6)     Donna Silverman was appointed as Chief Executive Officer and Director on
        December 19, 2005.

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

On January 1, 1999, Americana 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 our gross revenue,
whichever is greater. Mr. Lovato will not receive any deferred compensation from
Americana. Americana 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 our 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. Americana 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 Americana.

Mr. Don White was 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.

Effective as of November 22, 2005, Mr. George Lovato, Jr. amicably resigned as
Chief Executive officer and Chairman of the Board of Directors of Americana.
Effective as of November 22, 2005, Mr. Don White amicably resigned as Chief
Financial Officer, Vice-President and as a Director of Americana.

DIRECTORS

Our Board of Directors currently consists of 3 seats; however up to 9 may be
elected to serve on the board. Directors serve for a term of one year and stand
for election at our annual meeting of stockholders. Pursuant to our Bylaws, a
majority of directors may appoint a successor to fill any vacancy on the Board
of Directors.

COMMITTEES

The Board of Directors has set up three committees as part of the compliance
with new reporting regulations that were enacted under the Oxley-Sarbanes Act.
The following is a list of committees that are presently active and staffed by
independent directors of the company.

<TABLE>
<CAPTION>
COMMITTEE                                        MEMBERS
--------------------------------------------------------------------------------
<S>                                              <C>
Audit Committee                                  None
Compensation Committee                           None
</TABLE>


<PAGE>
The Board of Directors has yet to determine its Audit Committee financial
expert, which such expert is required to be "independent" under the Securities
Exchange Act of 1934, as amended.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than 10% of a registered class of
our equity securities to file with the Securities and Exchange commission
initial reports of ownership and reports of changes in ownership of common stock
and other of our equity securities. Officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish us copies of all Section
16(a) forms they file.

Based on available information, we believe that all filings with respect to
Section 16(a) are current.

The following table contains information regarding options granted during the
year ended December 31, 2005 to Americana's named executive officers.

<TABLE>
<CAPTION>
                                      OPTIONS GRANT TABLE

                                                                         % TOTAL
                                  OPTIONS/SAR'S
                                NO. OF GRANTED TO
                                            SECURITIES     EMPLOYEES IN   EXERCISE
                                            UNDERLYING      YEAR ENDED     OR BASE
                                          OPTIONS/SAR'S    DECEMBER 31,     PRICE
                                             GRANTED           2005         ($PER    EXPIRATION
NAME                                           (#)             (%)         SHARE)       DATE
----------------------------------------  --------------  --------------  ---------  ----------
<S>                                       <C>             <C>             <C>        <C>
Donna Silverman                                       --              --         --          --
President, CEO, CFO and Director

George Lovato                                         --              --         --          --
Former CEO and Director

Jay Simon                                             --              --         --          --
Former Secretary, Treasurer and Director

David Poling                                          --              --         --          --
Former Vice-President and Director

Don White                                             --              --         --          --
Former CFO and Director
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                         % TOTAL
                                  OPTIONS/SAR'S
                                NO. OF GRANTED TO
                                            SECURITIES     EMPLOYEES IN   EXERCISE
                                            UNDERLYING      YEAR ENDED     OR BASE
                                          OPTIONS/SAR'S    DECEMBER 31,     PRICE
                                             GRANTED           2005         ($PER    EXPIRATION
NAME                                           (#)             (%)         SHARE)       DATE
----------------------------------------  --------------  --------------  ---------  ----------
<S>                                       <C>             <C>             <C>        <C>
Donna Silverman                                       --              --         --          --
President, CEO, CFO and Director

George Lovato                                         --              --         --          --
Former CEO and Director

Jay Simon                                             --              --         --          --
Former Secretary, Treasurer and Director

David Poling                                          --              --         --          --
Former Vice-President and Director

Don White                                             --              --         --          --
Former CFO and Director
</TABLE>

The following table contains information regarding options exercised in the year
ended December 31, 2005, and the number of shares of common stock underlying
options held as of December 31, 2005, by Americana's named executive officers.

<TABLE>
<CAPTION>
                              AGGREGATED OPTIONS/SAR EXERCISES
                                   IN LAST FISCAL YEAR AND
                             FISCAL YEAR END OPTIONS/SAR VALUES

                                                                       NUMBER OF
                                                                SECURITIES
                                                                UNDERLYING        IN THE
                                           SHARES              UNEXERCISED        MONTEY
                                          ACQUIRED            OPTIONS/SAR'S   OPTIONS/SAR'S
                                             ON      VALUE      AT FY END       AT FY END
NAME                                      EXERCISE  REALIZED       (#)             ($)
----------------------------------------  --------  --------  --------------  --------------
<S>                                       <C>       <C>       <C>             <C>
Donna Silverman                                 --        --              --              --
President, CEO, CFO and Director

George Lovato                                   --        --              --              --
Former CEO and Director

Jay Simon                                       --        --              --              --
Former Secretary, Treasurer and Director

David Poling                                    --        --              --              --
Former Vice-President and Director

Don White                                       --        --              --              --
Former CFO and Director
</TABLE>


<PAGE>
STOCK OPTION GRANTS IN THE PAST FISCAL YEAR

We have not issued any grants of stock options in the past fiscal year to any
officer or director.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information about the beneficial ownership of our
common stock as of March 31, 2006, by (i) each person who we know is the
beneficial owner of more than 5% of the outstanding shares of common stock (ii)
each of our directors or those nominated to be directors, and executive
officers, and (iii) all of our directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                          AMOUNT AND NATURE OF       PERCENTAGE OF
TITLE OF CLASS    NAME AND ADDRESS OF BENEFICIAL OWNER    BENEFICIAL OWNERSHIP      COMMON STOCK(1)
--------------  ----------------------------------------  ------------------------  ---------------
<S>             <C>                                       <C>                       <C>

Common Stock    Donna Silverman
                195 Route 9, Suite 204
                Manalapan, New Jersey 07226                         28,069,832 (2)           17.71%

Common Stock    Mike Abri
                195 Route 9, Suite 204
                Manalapan, New Jersey 07226                                 --                   0%

Common Stock    Peter Nasca
                195 Route 9, Suite 204
                Manalapan, New Jersey 07226                                 --                   0%

Common Stock    All Directors and Executive Officers
                as a Group (Three Persons)                          28,069,832 (2)           17.71%


Common Stock    Cornell Capital Partners, LP                        27,109,773               17.11%
                2999 N. E. 191st Street, PH2
                Aventura, FL 33180

Common Stock    Advantage Capital Development Corp.                 20,670,083               13.04%
                2999 N.E. 191st Street PH@
                Aventura, Florida 33180

Common Stock    Advantage Fund I Inc.                               20,670,083               13.04%
                c/o Advantage Fund I LLC
                2999 N. E. 191st Street, PH2
                Aventura, FL 33180

Common Stock    Alexy Resources LLC                                 14,702,720                9.28%
                c/o Newbridge Securities
                1451 West Cypress Creek Road, Suite 204
                Fort Lauderdale, FL 33309
</TABLE>


<PAGE>
----------

(1)     Applicable percentage of ownership is based on 158,461,142 shares of
        common stock outstanding as of March 319, 2006 together with securities
        exercisable or convertible into shares of common stock within sixty (60)
        days of March 31, 2006 for each stockholder. Beneficial ownership is
        determined in accordance with the rules of the SEC and generally
        includes voting or investment power with respect to securities. Shares
        of common stock subject to securities exercisable or convertible into
        shares of common stock that are currently exercisable or exercisable
        within 60 days of March 31, 2006 are deemed to be beneficially owned by
        the person holding such options for the purpose of computing the
        percentage of ownership of such person, but are not treated as
        outstanding for the purpose of computing the percentage ownership of any
        other person.

(2)     Of these shares, Ms. Silverman beneficially owns 27,919,832 shares in
        her own name and 150,000 in her capacity as sole shareholder of Kennedy,
        Matthews Healy & Pecora, Inc.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On January 1, 1999, we entered into a Corporate Finance Consulting
Agreement with B. H. Capital Limited, an entity owned and controlled by our
President and Chief Executive Officer, Mr. George Lovato, Jr. The term of the
agreement is for 5 years. This agreement requires us to pay a success fee to B.
H. Capital Limited for any financing obtained for Americana by B. H. Capital
Limited. The success fee is calculated as 1% of the gross amount of financing
raised.

     We pay B. H. Capital Limited a $3,000.00 monthly facility use fee for use
of B. H. Capital Limited's office, personnel, and facilities. This agreement was
also entered into on January 1, 1999 and had an initial term of 3 years. The
lease is currently continuing on a month-to-month basis.

     In January 2000, we entered into a lease with Tierra Americana Real Estate,
LLC, an entity controlled by our President and Chief Executive Officer, Mr.
George Lovato, Jr., for the premises located at 142 Truman Street, Albuquerque,
New Mexico. We use this space for offices and warehousing. We also sublet a
portion of this space. The lease has a term of four years.

     In September, October and November 2001, our director, Jerome Ruther,
loaned us $100,000, in each month, respectively. Each loan accrues interest at
the rate of 30% per year. Interest is to be paid monthly and principle is to be
paid one year from the date of the loan. No payments of principle or interest
have been paid toward this obligation.

     In December 2001, our Chief Financial Officer and director, Don White,
loaned us $10,000. The loan accrues interest at the rate of 30% per year.
Interest is to be paid monthly and principle is to be paid one year from the
date of the loan. No payments of principle or interest have been paid toward
this obligation.

     We have failed to pay any of the above loans in accordance with their
terms. If they choose to do so, the holders of the promissory notes could
declare the loans in default and foreclose on the collateral. The note holders
could also file legal actions against us. If that were to happen, it would
divert management's attention from the business and require us to incur legal
fees and expenses to defend the actions. If we were unsuccessful in our defense
actions, in addition to the payment of the principal and interest and our legal
fees and expenses, we would be responsible for paying the note holders'
collection costs and attorney's fees. Attempts at collection of these debts
could effect our ability to continue our operations.

     During 2002, employees of Corporate Media Group, Inc. loaned money to
Corporate Media Group, Inc. or its division, Visual Energy Studio. The loans
totaled $83,397. The loans were not documented with promissory notes. Of this
amount, $48,751 was loaned to Corporate Media Group by Richard Durand.


<PAGE>
     Our former Chairman, George Lovato, Jr. allowed the use of various credit
cards utilized to purchase certain raw materials and services. These short term
loans are intended to be paid back as soon as funds are available. The total
credit card loan amount is $24,026.17.

     B. H. Capital Limited purchased various duplication and packaging equipment
and in turn leased this equipment back to the Company for a gross lease amount
of $35,000. Lease payments are being made on a monthly basis of $1,700. This
lease was executed in January of 2004 and is anticipated to terminate December
of 2005.

     We have a business consulting agreement with Knightsbridge Capital, a firm
which Ms. Donna Silverman, our current President, Chief Executive Officer, Chief
Financial Officer and Director, serves as an independent consultant.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:


     None

(b) Reports of Form 8-K filed in fourth quarter of the fiscal year:

     On October 6, 2005, we filed an 8K based on the resignation of David Poling
     and Jay Simon. On October 7, 2005, we filed an 8K based on notification of
     default with Montgomery Equity Partners.
     On October 20, 2005, we filed an 8K based on the resignation of Jerome
     Ruther. On October 31, 2005, we filed an 8K based on the appointment of
     Donna Silverman, Peter Nasca and Michael Abri to our Board of Directors. On
     November 17, 2005, we filed an 8K based on notification of default with
     Langsam Borenstein Partnership.
     On December 20, 2005, we filed an 8K based on the resignation of George
     Lovato.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company's fiscal years ended December 31, 2005and 2004, we were billed
approximately $41,500 and $ $35,000 for professional services rendered for the
audit of our financial statements. We also were billed approximately $$7,500 and
$7,500.00 for the review of financial statements included in our periodic and
other reports filed with the Securities and Exchange Commission for our year
ended December 31, 2005 and 2004.

Tax Fees

For the Company's fiscal year ended December 31, 2005 and 2004, we were billed
approximately $_0___ and $_0__ for professional services rendered for tax
compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2005 and 2004.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.


                          AMERICANA DISTRIBUTION, INC.

                             By: /s/ Donna Silverman
                                 Donna Silverman
                                 President, Secretary and Director


Dated: March 31, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
NAME                               TITLE                          DATE

<S>                  <C>                                     <C>

/s/ Donna Silverman  President, Secretary and Director       March 31, 2006
-------------------
Donna Silverman

/s/ Peter Nasca      Director                                March 31, 2006
---------------
Peter Nasca

/s/                 President, Secretary and Director       March 31, 2006
---------------
Michael Abri
</TABLE>


<PAGE>
                          AMERICANA DISTRIBUTION, INC.
                            FINANCIAL CODE OF ETHICS

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

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

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