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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(X) Annual Report pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934 for the fiscal year ended December 31, 2002.

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

                             Commission File Number

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

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

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

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

           Securities registered pursuant to section 12(b) of the Act:
                          Common Stock $0.001 per share

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

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

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

State issuer's revenues for its most recent fiscal year:$640,848

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was,  or the  average  bid and  asked  prices  of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act). As of December 31, 2002 there were 30,863,837 shares
outstanding.

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

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

                     AMERICANA PUBLISHING, INC. FORM 10-KSB

                                      INDEX

PART I

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

PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
           STOCKHOLDER MATTERS
Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Item 6a. CHANGES IN SECURITY
Item 6b. DEFAULTS UPON SENIOR SECURITIES
Item 7.  CONSOLIDATED FINANCIAL STATEMENTS
Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE;

PART III

Item 9.   DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           REGISTRANT COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Item 10. EXECUTIVE COMPENSATION
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
           Reports on Form 8-K

SIGNATURES

                                     PART I

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

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

* whether or not the market for our products continues to grow,

* whether or not the acquisitions we have made will be profitable,

* improvements in the products of our competitors,

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

                        Item 1.  DESCRIPTION OF BUSINESS

THE COMPANY

From October 1996 until April 1997,  the  predecessor  of Americana  Publishing,
Inc.  ("Americana" or the "Company") operated as a development stage division of
B.H.  Capital  Limited  engaging in publication  design  research,  industry and
competition research and demographic  research.  During this period, the concept
of integrated  publishing was developed.  Americana was  incorporated  under the
laws of the State of Colorado on April 17, 1997.

Americana  is a  vertically  integrated  multi-media  publishing  company  whose
primary  business  is  publishing  and  selling  audio  books,  print  books and
electronic  books.  Americana  believes that consumers today desire audio books,
e-books, CD-ROMs or a downloadable digital file in addition to traditional print
books.  Americana  believes that of the  approximately  17,000 publishers in the
United  States,  many  are  unable  or  choose  not to  publish  manuscripts  in
alternative formats. Through Americana's owned and operated websites,  consumers
are offered approximately 500,000 multimedia products.

Americana  publishes books in a variety of genres,  including mystery,  western,
business   development,   personal   development,   spiritual   and   children's
publications. Americana also sells textbooks, music, and artwork and jewelry.

Americana's  products are sold to consumers primarily through  telemarketing and
via the Internet through a series of linked websites. Although each freestanding
website  is  specifically  designed  for the sale of a highly  defined  group of
products,  the  websites  are  identified  by a  common  denominator,  the  word
"Americana",  and each  website  offers a link to  Americana's  other  websites.
Americana   currently   maintains  four  linked  websites,   americanabooks.com,
americanasongs.com,  americanatextbooks.com, and americanaartmart.com. Americana
believes that its website design encourages consumers to visit the linked sites,
which  increases  the  possibility  of sales,  and also  allows  each site to be
registered  with  various  search  engines,  resulting  in  the  possibility  of
increased  traffic.  The Company  also  publishes a catalog of its audio  books,
which is continuously mailed to potential wholesale book buyers,  bookstores and
libraries.

Through  its  division,   Corporate  Media  Group,  Inc.,   Americana  packages,
duplicates,  replicates and fulfills orders for audio cassettes,  VHS tapes, CDs
and  DVDs for  sale to  distributors,  wholesalers,  retailers  and the  general
public.  Corporate Media Group, Inc. also provides studio space for pre and post
production audio and video recording.

AUDIO BOOKS

Americana  currently  has 65 audio book titles  available  for sale.

All  300  plus  Americana  audio  book  titles  are  available  for  sale on the
americanabooks.com website. Consumers can listen to a 2-minute sample of many of
the Company's audio books on it's website, and the Company has also published an
"AUDIO BOOK SAMPLER TAPE" that highlights the first 2-minutes of 30 of its audio
books. The sampler tape enables  listeners to get a flavor for the books as well
as to see a  sample  of the  Company's  packaging.  Americana  believes  that it
produces  the finest audio book capsule  available.  The  packaging is different
from that of many of it's  competitors  because it is not made of cardboard  and
is, therefore, extremely durable.

In June 2001 during Book Expo America, Americana was chosen by the Board members
of the Audio  Publishing  Association as the Audie Award Recipient for the "Best
New Audio Book Publisher for 2001".  Also in 2001,  Americana  narrator  Charlie
O'Dowd was honored as the recipient of the 2001 Audioworld  Golden Headset Award
"Best Abridged  Reader of the Year".  Other  well-known  nominees for this award
were actors Burt Reynolds, Tony Roberts, and Arte Johnson.

Americana  sells its audio books in the United  States to  approximately  17,000
retail stores and approximately  15,000 libraries as well as to large truck stop
distributors  including BARJAN,  KSG, and Audio  Adventures.  Americana has also
established  accounts to include database and order  processing  agreements with
Baker and Taylor,  Advanced Marketing  Services,  Ingram Book Company,  Anderson
News Company, Books-A-Million/American Wholesale Book Company, Barnes and Noble,
BJ's,  Brodart Company,  Hastings,  Lodes Tone,  Penton  Overseas,  Professional
Media, and Recorded Books.  Management believes that the quality and quantity of
these retailers  serves to enhance  Americana's  sales.  Currently,  Americana's
audio books are published on audio tapes, however, the Company has published one
audio book in CD format and intends to increase  its  production  of books in CD
form.

Invoiced sales of audio books during 2002 totaled $640,848.

PRINT BOOK DIVISION

During  2001,  Americana  published  and  introduced  its first print book,  The
Cowboy. The Cowboy is a childrens book that includes both a print book and audio
tape. Four additional works of fiction, The Killing Cards, Ground Lions, Beloved
Leah, It Is I Joseph, Last Chance Out and  Family Arrested were available
for shipping in January 2002. Americana expects to publish and introduce a total
of approximatley 10 titles during 2002.Further  Americana also is developing its
first e-book.

ELECTRONIC BOOKS

Americana has currently  developed  fifteen  electronic  books, all of which are
available on our website for purchase and download.

DUPLICATION SERVICES

Americana  acquired  Corporate Media Group,  Inc. in June 2001.  Corporate Media
Group, Inc.  duplicates the Company's  audiocassette tapes and/or CDs, assembles
and shrink-wraps the product and ships the product directly to the customer. Due
to the inability to properly  finance  Corporate Media Group,  Inc., its lack of
profits and operating  capital,  Corporate Media Group, Inc. was closed in April
2002 and ceased to do business.

COMPETITION

Currently,  Amazon.com  and  BarnesandNoble.com  dominate  sales  of  multimedia
publications  over the  Internet.  Americana  believes  that price,  rather than
delivery speed or product  availability,  sets the  parameters  for  competition
between these retailers.  Their websites emphasize popular products, leaving the
consumer to search for unadvertised and lesser known authors.

At this time Americana does not represent a significant competitive presence in
the book  publishing  and selling  industry.  Americana  is seeking to raise its
profile in a number of ways,  including giving higher visibility to lesser known
authors,  providing  easier ways to find  products on its websites by use of its
specially  designed search engine,  providing  faster delivery of products sold,
and providing  competitive pricing whenever possible.  Americana is also seeking
niche markets. The Company has produced an audio drama of the NIV New Testament,
which it  intends  to make  available  for  rent or  purchase  at  truck  stops.
Americana is also focusing on publishing book series, which the Company believes
are popular with audio book customers.  The Company  currently  publishes series
works by authors Elaine Viets, Leslie Glass, Cynthia Davis and Lou Campanozzi.

EMPLOYEES

Americana  employs 8 full time  employees.

                        Item 2. DESCRIPTION OF PROPERTY

The  Company's  principal  offices are located at 303 San Mateo NE,  Suite 104A,
Albuquerque,  New Mexico 87108. The premises are leased and the condition of the
premises  is  good.  The  lease is for a term of 3 years,  and  will  expire  on
December 31, 2002.  The rent is $3,000 per month.  The Company is expanding  its
operations and has leased additional  office and new warehouse space.  Leasehold
improvements  are  currently  underway.  The term of the  lease is 4 years,  and
monthly rent starts at $2,000 per month,  escalating  over the term of the lease
to $5,000 a month.  Corporate Media Group,  Inc. occupies  approximately  45,000
square feet in Cleveland,  Tennessee, which is rented from Rick Durand, a member
of the Company's board of directors. Mr. Durand is reimbursed by the Company for
the  rental  costs.  The  monthly  rent for this  facility  is  $23,000.00.  The
condition of the leased premises is good.

                            Item 3. LEGAL PROCEEDINGS

We are co-defendants  with Corporate Media Group, Inc. in a lawsuit commenced in
May 2002 by Digitone Graphics in the Court of General Sessions, Hamilton County,
Tennessee.  Digitone Graphics has alleged that we owe  approximately  $9,900 for
materials purchased from and services performed by them.

Corporate  Media Group,  Inc. and Susan  Durand,  a director of Corporate  Media
Group, are co-defendants in a lawsuit commenced in May, 2002, by First Tennessee
Bank in the Circuit Court of Bradley County, Tennessee. First Tennessee Bank was
seeking  damages  of  approximately  $38,900.00  with  respect  to an  overdrawn
account.   The  suit  was  settled  at  approximately   $23,000.00   payable  in
installments over a 12 month period.

Richard Durand is a defendant in a suit filed by Americana Publishing,  Inc., in
the  District  Court of  Bernalillo  County,  New  Mexico,  alleging  fraud  and
misrepresentation with respect to the value of certain assets of Corporate Media
Group, Inc.

We were  co-defendants  with Corporate Media Group, Inc., in a lawsuit commenced
on May  2002,  by  Eva-Tone,  Inc.  in the  Circuit  Court  of  Bradley  County,
Tennessee.  Eva-Tone,  Inc., is seeking damages of $26,350.00 with respect to an
account for  merchandise  that is delinquent.  The suit has been dismissed as to
Americana Publishing, Inc.

Susan and  Richard  Durand  have sued  Corporate  Media  Group for the lease and
payment of delinquent acceleration and accelerated lease payments.

Tim Braun has filed suit against Americana Publishing,  Inc., alleging breach of
an employment  contract.  The suit was settled in January,  2003, for payment to
Braun of $15,750  over a seven  month  period and  issuance  to Braun of 200,000
shares of Rule 144 restricted stock in Americana Publishing, Inc.

Corporate Media Group,  Inc., is a defendant in a lawsuit filed in June, 1997 by
Cinram,  Inc., in the U.S.  District Court for the Southern District of Indiana,
Indianapolis District. Cinram, Inc. enforced an agreed judgment entered in July,
2001, against Corporate Media Group, Inc. for approximately $245,000 obtained by
Cinram,  Inc. Upon the default by Corporate  Media Group,  Inc., of a settlement
agreement with Cinram, Inc., in connection with the judgment,  as of April 2002,
Cinram,  Inc.,  seized  approximately  $100,000 from Corporate Media Group, Inc.
Corporate  Media Group,  Inc.  owes  approximately  $170,000 to Cinram,  Inc. in
connection with the judgment.

On  occasion,  Americana  may be named as a party to  various  claims  and legal
proceedings arising out of the normal course of its business. The Company is not
currently  a party to legal  proceedings.

A suit filed by the Company in the United States District Court for the district
of New Mexico during the first quarter of 2001 against Mr. Raul  Rodriguez,  its
former  securities  counsel.  The action was filed to recover  certain shares of
restricted  common  stock  issued  to  Mr.  Rodriguez  in  connection  with  his
representation  of the Company.  The controversy  was settled  favorably for the
Company  during the 1st  quarter of 2002,  permitting  the  Company to recover a
substantial number of shares.

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

There were no matters  put to the  security  holders  for a vote during the last
quarter of 2002.

                                 Part II

                    Item 5. MARKET FOR AMERICANA COMMON STOCK
                         AND RELATED SHAREHOLDER MATTERS

Americana's common stock (OTCBB:APBH) commenced trading on November 8, 1999. The
following table  represents the closing high and low bid information of sales of
the  Company's  common stock during the last two fiscal  years.  The  quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.

2002                                 High                   Low
First Quarter                        .25                    .13
Second Quarter                       .52                    .09
Third Quarter                        .09                    .05
Fourth Quarter                       .12                    .03

2001

First Quarter                        .63                    .28
Second Quarter                       .50                    .22
Third Quarter                        .55                    .32
Fourth Quarter                       .54                    .18

2000

First Quarter                       3.56                   3.00
Second Quarter                      3.38                   2.81
Third Quarter                       3.19                   1.31
Fourth Quarter                      2.00                    .38

There were  approximately  148 holders of common  stock as of December 31, 2001.
The Company has not paid any dividends in the past and currently has no plans to
pay dividends in the foreseeable future.

**Equity compensation Plan Disclosures**

Equity compensation plan information

The following  chart gives  aggregrate  information  regarding  grants under all
equity compensation plans of Americana Publishing, Inc.

   Plan Category     Number of Securities to be   Weighted-averaged exercise      Number of securities remaining
                     issued upon exercise of      price of outstanding options,   under equity compensation plans
                     outstanding options,         warrants and rights             (excluding securities reflected in
                     warrants and rights.                                         first column)
----------------------------------------------------------------------------------------------------------------------

Equity Compensation
plan approved by
security holders        3,000,000                       $0.40                           7,000,000

Equity Compensation
plan not approved by
security holders                0                           0                                   0

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

GENERAL

     All phases of the Company's operations are subject to influences outside of
the  Company's  control.  Any one,  or a  combination,  of these  factors  could
materially affect the results of the Company's operations. These factors include
*competition   pressures,   inflation,   trade   restrictions,   interest   rate
fluctuations and other capital market  conditions,  weather,  future and options
trading or paper  commodities,  and the  availability  of natural  resources and
services from other sources. Forward-looking statements are made by or on behalf
of the  Company's  knowledge  of its business  and the  environment  in which it
operates,   but  because  of  the  factors  listed  above,   as  well  as  other
environmental factors over which the Company has no control,  actual results may
differ from those in the forward-looking  statements.  Consequently,  all of the
forward-looking  statements  made  are  qualified  in  their  entirety  by these
cautionary  statements  and there can be no assurance that the actual results or
developments   anticipated  by  the  Company  will  be  realized,   or  even  if
substantially  realized, that they will have the expected effect on the business
and/or operations of the Company.

     The  Company  currently  has  limited  internal  and  external  sources  of
liquidity.  At this time,  the Company has no  material  commitment  for capital
expenditures.

     There are no known  trends,  events or  uncertainties  that are expected to
have a material impact on the net sales and income from  continuing  operations.
Americana Publishing is not subject to seasonal aspects.

Site Development

     No activity other than maintenance of the various web sites has occurred or
is presently occurring. Currently, we are selling only Americana audio and print
books through  americanabooks.com.  In order to reduce operating costs and focus
on selling only Americana product, all other websites have been discontinued.

Audio Book Development

     Currently,  we offer  approximately  300 plus  audio  book  titles,  having
recently  acquired  an  additional  200 titles as a result of  purchasing  audio
masters and finished inventory produced by Sunset  Productions,  Inc., which are
available  for sale on our Web site,  americanabooks.com.  Our  audio  books are
currently published on audiotapes, though we have published one audio book in CD
format,  and we intend to increase our  production  of audio books in CD format.
Consumers  who visit the Web site can listen to a  two-minute  sample of many of
our audio  books.  We have also  published  an "Audio  Book  Sampler  Tape" that
highlights  the first two  minutes  of thirty  of our audio  books,  enabling  a
listener  to get a flavor  for the books and our  packaging.  Unlike  many other
audio book  publishers,  we do not use cardboard  packaging,  but a more durable
packaging, which we believe differentiates our product. In June 2001 we received
an award  from the Audio  Publishing  Association  as the  "Best New Audio  Book
Publisher  for 2001".  Additionally,  one of our audio book  narrators,  Charlie
O'Dowd,  received a "Golden Headset" award from Audioworld as the "Best Abridged
Reader of the Year".

     We  sell  our  audio  books  to  approximately  17,000  retail  stores  and
approximately  15,000 libraries as well as to large truck stop distributors such
as BARJAN, KSG, UAV and Audio Adventures.  We have also established  accounts to
include database and order processing agreements with Baker and Taylor, Advanced
Marketing    Services,    Ingram   Book   Company,    Anderson   News   Company,
Books-A-Million/American Wholesale Book Company, Barnes and Noble. BJ's, Brodart
Company, Hastings, Lodes Tone, Penton Overseas,  Professional Media and Recorded
Books.  We believe  that the quality and quantity of these  retailers  serves to
enhance our sales.

     Sales of audio books on hand was continued  through  December 31, 2002. The
total  amount of  $640,848  in invoiced  sales has been  achieved  year to date.
Approximately two hundred (200) titles are available for sale as a download from
the americanabooks.com website in addition to telephone solicitation of sales of
audiotapes.  Americana has also instituted a plan to distribute an action series
tailored  for truck stop  distribution.  This new  product  has caused  sales to
increase dramatically in the 3rd quarter. Additionally, in an effort to increase
sales,  a catalog of audio books was  completed  and is  continuously  mailed to
potential  wholesale book buyers,  bookstores  and libraries.  It is anticipated
that audio book  production will continue in the year 2003 to produce a total of
one hundred forty-four (144) new audio book titles for the calendar year 2003.

Print Book Development

     During 2001,  we published our first print book,  entitled "The Cowboy",  a
children's book that includes both a print book and an audio tape. Americana has
introduced  during the  calendar  year 2002 six  additional  works:  The Killing
Cards,  Ground Lions,  Beloved Leah, It Is I Joseph, Last Chance Out, and Family
Arrested  appealing to a diverse audience.  Americana has approximately  written
works in various  stages of  production  and expects to publish and introduce to
the market place  approximately  four additional titles during the calendar year
2003.  We  expect  to sell  our  print  books  by  including  them in  wholesale
booksellers'  catalogues,  such as catalogues maintained such as Barnes & Noble,
Baker & Taylor and Ingram Book Company. along with our own internet marketing.

Electronic Books

     As of the date of this report, we have published fifteen  electronic books.
We have developed  software that enables us to make these e-books  available for
sale and download.

Liquidity and Capital Resources

     We  have  financed  our  operations   primarily   through  various  private
financings.  We signed a securities purchase agreement dated as of April 1, 2002
with BG Holdings, LLC, Gulf Coast Advisors,  Ltd., Vestcom, Ltd., Stranco, Ltd.,
Karim  Amiryani,  Russel Colby,  Norman Ross,  Douglas Jordan and the Douglas W.
Jordan,  C.P.A.,  Defined Benefit Pension Plan.  Pursuant to such agreement,  BG
Holdings,  LLC, Gulf Coast Advisors,  Ltd., Vestcom,  Ltd., Stranco, Ltd., Karim
Amiryani,  Russel Colby,  Norman Ross, Douglas Jordan and the Douglas W. Jordan,
C.P.A., Defined Benefit Pension Plan agreed to purchase an aggregate of $480,000
in Principal  amount of our 12% senior  secured  convertible  debentures,  which
mature April, 2003. Together with such debentures,  BG Holdings, LLC, Gulf Coast
Advisors,  Ltd.,  Vestcom,  Ltd., Stranco,  Ltd., Karim Amiryani,  Russel Colby,
Norman Ross,  Douglas Jordan and the Douglas  Jordan,  C.P.A.,  Defined  Benefit
Pension Plan were also issued  Class A warrants and Class B warrants.  The first
$240,000 in aggregate  principal  amount of our 12% senior  secured  convertible
debentures were issued to BG Holdings, LLC, Gulf Coast Advisors,  Ltd., Vestcom,
Ltd., Stranco,  Ltd., Karim Amiryani,  Russel Colby, Norman Ross, Douglas Jordan
and the Douglas W. Jordan C.P.A., Defined Benefit Pension Plan upon execution of
the securities  purchase  agreement.  The Law Firm of Bondy & Schloss,  LLP, was
paid $20,000.00  from this initial  funding for legal services  related to these
transactions.  The second  $240,000  in  aggregate  principal  amount of our 12%
senior secured convertible  debentures will be issued to BG Holdings,  LLC, Gulf
Coast Advisors,  Ltd.,  Vestcom,  Ltd,,  Stranco,  Ltd., Karim Amiryani,  Russel
Colby,  Norman ross,  Douglas Jordan and the Douglas W. Jordan ,C.P.A.,  Defined
Benefit Pension Plan upon the effectiveness of the registration  statement.  The
Company has achieved $640,848 in billed sales for the calendar year 2002

     The Company proposes to utilize the common stock to acquire other sponsored
book publishing companies and other related publishing  enterprises.  Therefore,
active  trading of the stock will be important to the  principals  of the target
companies.  Americana is very dependent on the active trading of its stock.  The
Company  plans on using  the stock to  acquire  publishing  companies  and other
enterprises that benefit growth.  If the stock continues to trade at low prices,
the  ability  of  Americana  to  acquire  these  companies  would  be  seriously
jeopardized.  Without financing,  it would be difficult to cover working capital
requirements and future capital expenditures. No assurance can be given that the
stock will be actively  traded or that  Americana will be able to complete these
financings.

     We have discontinued  operations at Corporate Media Group, Inc., and Visual
Energy Studio. This action was taken due to the lack of working capital, part of
which  was  to be  generated  by  refinancing  certain  equipment  belonging  to
Corporate  Media Group,  Inc. The value of this  equipment was  insufficient  to
support an  adequate  loan to value  ratio for  lending  purposes.  Furthermore,
Corporate  Media Group sales  continued to decline  causing a situation in which
Corporate  Media Group,  Inc.,  was unable to support any increased debt service
and its general day to day operating expenses.

Capital Expenditure

     During the calendar  year 2002,  Americana  made  approximately  $79,606 in
capital expenditures. The expenditures were for the production of audio masters.

Acquisition

     As part of the "Integrated Publishing Plan" the Company anticipates it will
acquire small sponsored book publishing  companies and list their book titles on
its  website as well as list book  titles not owned by  Americana  or any of its
subsidiaries,  that  complement and enhance the consumer appeal of the catalogue
overall.  These  enterprises  will  account  for the  majority of revenue of the
Company in the future. The Company has identified hundreds of potential targets.
These  acquisitions  will be  transacted  with the use of the  Company's  common
stock. As of December 31, 2001,  Americana had received 20  communications  from
various  quality  publishing  enterprises  that  had  expressed  interest  in  a
potential  sale  transaction.  Americana  has  been  actively  evaluating  these
businesses.

     We  are   presently   engaged  in  evaluating  a  company  as  a  potential
acquisition.  The company  under  evaluation  is a printing  company  located in
Albuquerque, New Mexico.

     The Company  additionally  intends to acquire a heat set web press  company
and book binding  company.  The Company is in negotiation  with three  potential
candidates. These enterprises will continue to complete the vertically integrate
production  and control of quality audio books as well as re-print books for its
family of over 100 publishers now supplying books through americanabooks.com.

Critical Accounting Policies

Principles of Consolidation
The consolidated financial statements include the accounts of API and its wholly
owned   subsidiary,   CMG   (collectively,   the  "Company").   All  significant
inter-company accounts and transactions are eliminated in consolidation.

Development Stage Enterprise
During the year ended  December 31, 2001, the Company ceased to be a development
stage company as defined in Statement of Financial Accounting Standards ("SFAS")
No.  7,  "Accounting  and  Reporting  by  Development  Stage  Enterprises."  The
Company's  planned  principal  operations  have  commenced,  and there have been
revenues from those operations.

Revenue Recognition
Revenue from sales of services is  recognized  when the service is performed and
billable.  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. During the year ended December 31, 2000, a portion of the property
and equipment was contributed to the Company by the Company's  Chairman/majority
shareholder  in  exchange  for  common  stock.  This  contributed  property  and
equipment  are  carried  at  the  contributor's  cost  basis.  Depreciation  and
amortization are provided using the  straight-line  method over estimated useful
lives as follows:

                              Continuing Operations

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

                             Discontinued Operations

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

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

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

Advertising  Expense
The Company expenses advertising in the period the service was incurred. For the
year ended December 31, 2002,  advertising expense for continuing operations and
discontinued operations was approximately $2,675 and $253, respectively. For the
years ended December 31, 2001, advertising expense for continuing operations and
discontinued operations was approximately $24,000 and $58,000, respectively.

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.

The following potential common shares have been excluded from the computation of
diluted  net loss per share for the year ended  December  31,  2002  because the
effect would have been anti-dilutive:

                  Stock options outstanding                3,000,000
                  Convertible debt                        35,268,295

                      **Total                               38,268,295**
                                                          ===========

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.

Concentrations  of Risk
During the year ended December 31, 2002, the Company had net sales to five major
customers that represented 17%, 15%, 9%, 4% and 4% of net sales.

Recently  Issued  Accounting  Pronouncements
In June 2001, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
141, "Business  Combinations." This statement addresses financial accounting and
reporting for business combinations and supersedes APB Opinion No. 16, "Business
Combinations," and SFAS No. 38, "Accounting for Pre-Acquisition Contingencies of
Purchased Enterprises." All business combinations in the scope of this statement
are to be accounted for using one method, the purchase method. The provisions of
this statement apply to all business combinations initiated after June 30, 2001.
Use of the  pooling-of-interests  method  for  those  business  combinations  is
prohibited.  This statement also applies to all business combinations  accounted
for using the purchase  method for which the date of acquisition is July 1, 2001
or  later.  The  Company  does not  expect  adoption  of SFAS No.  141 to have a
material impact, if any, on its financial position or results of operations.

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets."  This  statement  addresses  financial  accounting  and  reporting  for
acquired goodwill and other intangible assets and supersedes APB Opinion No. 17,
"Intangible  Assets." It  addresses  how  intangible  assets  that are  acquired
individually  or with a group  of other  assets  (but not  those  acquired  in a
business combination) should be accounted for in financial statements upon their
acquisition.  This statement  also  addresses how goodwill and other  intangible
assets should be accounted for after they have been initially  recognized in the
financial statements.  It is effective for fiscal years beginning after December
15,  2001.  Early  application  is  permitted  for  entities  with fiscal  years
beginning  after  March 15,  2001,  provided  that the first  interim  financial
statements have not been issued previously. The Company does not expect adoption
of SFAS No. 142 to have a material impact, if any, on its financial  position or
results of operations.

In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations."  This statement applies to legal  obligations  associated with the
retirement of long-lived assets that result from the acquisition,  construction,
development,  and/or the  normal  operation  of  long-lived  assets,  except for
certain obligations of lessees. This statement is not applicable to the Company.

Recently Issued Accounting Pronouncements (Continued) In August 2001, the
FASB  issued  SFAS No.  144,  "Accounting  for the  Impairment  or  Disposal  of
Long-Lived Assets." This statement addresses financial  accounting and reporting
for the impairment or disposal of long-lived  assets.  This  statement  replaces
SFAS No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived Assets to be Disposed of," the accounting and reporting provisions of
APB No. 30,  "Reporting  the Results of  Operations  - Reporting  the Effects of
Disposal  of  a  Segment  of  a  Business,   and  Extraordinary,   Unusual,  and
Infrequently  Occurring Events and  Transactions," for the disposal of a segment
of a  business,  and amends  Accounting  Research  Bulletin  No. 51,  "Financial
Statements,"  to eliminate the exception to  consolidation  for a subsidiary for
which control is likely to be temporary. The Company does not expect adoption of
SFAS No. 144 to have a material  impact,  if any, on its  financial  position or
results of operations.

In April of 2002,  the FASB issued SFAS No. 145,  "Recession of FASB  statements
No.  4,  44,  and  64,  admentments  of  FASB  statement  No.  13 and  Technical
Corrections."  This Statement rescinds FSAB Statement No. 4, Reporting Gains and
Losses from  Extinguishment  of Debt, and an amendment of that  Statement,  FASB
Statement  No.  64,   Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund
Requirements. This Statement also rescinds FSAB Statement No. 44, Accounting for
Intangible  Assets or Motor Carriers.  This Statement  amends FASB Statement No.
13,  Accounting for Leases,  to eliminate an inconsistency  between the required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback   transactions.   This   Statement  also  amends  other  existing
authoritative  pronouncements  to make various  technical  corrections,  clarify
meanings, or descrive their applicability under changed conditions.  The Company
does not expect adoption of SFAS No. 144 to have a material  impact,  if any, on
its financial position or results of operation.

In  August  of 2002,  the  FASB  issues  SFAS No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal Activities". This Statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and  nullifies  Emerging  Issues Task Force (EITF)  Issue No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and other Costs to Exit an
Activity  (Including  Certain Costs Incurren in a  Restructuring)."  The Company
does not expect adoption of SFAS No. 144 to have a material  impact,  if any, on
its financial position or results of operation.

In October of 2002,  the FASB  issued  SFAS No.  147,  "Acquisitions  of Certain
Financial  Institutions - an amendment of FASB Statement No. 72 and 144 and FASB
Interpretation   No.  9".  FASB   Statement  No.  72,   Accounting  for  Certain
ACquisitions  of Banking or Thrift  Instutions,  and FASB  Interpretation  No. 9
Applying  APB Opinions  No. 16 and 17 When a Savings and Loan  Association  or a
Similar Institution Is Acquired in a Business  Combination  Accounted for by the
Purchase  Method,  provided  interpretive  guidance  on the  applicaiton  of the
purchase  method  to  acquititions   of  financial   institutions.   Except  for
transactions  between two or more mutual  enterprises,  this  Statement  removes
acquisitions of financial  insititutions from the scope of both Statement 72 and
Interpretation  9 and  requires  that those  transactions  be  accounted  for in
accordance with FASB  Statements No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other  Intangible  Assets.  Thus, the requirement in paragraph 5 of
Statement 72 to recognize (and subsequent amortize) any excess of the fair value
of  liabilities  assumed  over  the  fair  value of  tangible  and  identifiable
intangible  assets  acquired  as an  unidentifiable  intangible  asset no longer
applies to acquisitions  within the scope of this Statement.  In addition,  this
Statement  amends FASB  Statement  No. 144,  Accounting  for the  Impairmane  or
Disposal   of   Long-Lived   Assets,   to   include   in  its  scope   long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depossitor- and  borrower-relationship  intangible  assets and credit cardholder
intangible assets. Consequently, those intangible assets are subject to the same
undiscounted cash flow  recoverability  test and impairment loss recognition and
measurement  provisions the Statement 144 requires for other  long-lived  assets
that are held and used. The Company does not expect  adoption of SFAS No. 144 to
have a  material  impact,  if any,  on its  financial  position  or  results  of
operation.

In December of 2002,  the FASB issued SFAS No. 148,  "Accouting  for Stock Based
Compensation-Transition  and  Disclosure - an amendment  of FASB  Statement  No.
123". This Statement  amends FASB Statement No. 123,  Accounting for Stock-Based
Compensation,  to provide  alternative  methods of  transition  for a  voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition, this Statement amends the disclosure requirements of
Statement  123 to require  prominent  disclosures  in both  annual  and  interim
financial  statements  about the method of accounting for  stock-based  employee
compensation and the effect of the method used on reported results.  The Company
does not expect adoption of SFAS No. 144 to have a material  impact,  if any, on
its financial position or results of operation.

Results of Operations

Calendar Year Ended  December 31, 2002 Compared to Calendar Year Ended  December
31, 2001

Revenue  increased  from  $259,680  to  $640,848  due to the sale of audio books
through our truck stop program. During this same period, total operating expense
declined  from  $3,622,730  to  $2,298,293.   Of  this  expense   $1,252,676  is
represented  by the fair  market  value  of  stock  issued  to  consultants  and
employees, as a non-cash expense.

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, 2002 and 2001, the Company (as
defined in Note 3) incurred losses of $2,615,118 and  $5,775,333,  respectively.
In addition, as of December 31, 2002, its total current liabilities exceeded its
total  current  assets  by  $2,793,597,   and  its  shareholders'   deficit  was
$2,489,083.  These  factors,  among others,  raise  substantial  doubt about its
ability to continue as a going concern.

Recovery of the Company's assets is dependent upon future events, the outcome of
which is indeterminable.  The Company's  attainment of profitable  operations is
dependent  upon the Company  obtaining  adequate  debt and equity  financing and
achieving a level of sales  adequate to support the  Company's  cost  structure.
Management  plans to raise  additional  equity capital,  continue to develop its
products, and look for acquisition candidates.

Item 6 a.  Changes in Security - None

Item 6 b.  Defaults upon Senior Securities - None

                          Item 7. FINANCIAL STATEMENTS

                          INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
Americana Publishing, Inc. and subsidiary
Albuqerque, New Mexico

I  have  audited  the  accompanying  consolidated  balance  sheet  of  Americana
Publishing,  Inc.  and  subsidiary,  as of  December  31,  2002 and the  related
consolidated  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 auditing  standards  generally accepted
in the United States of America. Those standards require that I plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. 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 consolidated  financial statements referred to above presents
fairly,  in  all  material   respects,   the  financial  position  of  Americana
Publishing,  Inc and  subsidiary  as of December 31, 2002 and the results of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
accounting principles generally accepted in the United States of America.

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

//Philip H. Salchli, CPA//
Houston, Texas
March 21, 2003

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Americana Publishing, Inc.
Albuquerque, New Mexico

We have  audited  the  accompanying  consolidated  balance  sheet  of  Americana
Publishing,  Inc.  and  subsidiary  as of  December  31,  2001,  and the related
consolidated statements of operations,  shareholder' equity (deficit),  and cash
flows for the year then ended. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  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.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material   respects,   the  financial  position  of  Americana
Publishing,  Inc. and  subsidiary  as of December  31, 2001,  and the results of
their operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  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 total current  liabilities exceed its total current assets.  This raises
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 2. The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

//SINGER LEWAK GREENBAUM & GOLDSTEIN LLP//

Los Angeles, California
March 31, 2002

                     Americana Publishing, Inc. and Subsidiary
                           Consolidated Balance Sheet
                             As of December 31, 2002

ASSETS

Current Assets                                                     2002
                                                                -------------
    Cash and cash equivalents                                $        0
    Accounts Receivable, less allowance for doubtful
      accounts of $29,316                                       350,221
    Inventory                                                    69,246
    Prepaid and other current assets                              7,470
                                                             ---------------

        Total Current Assets                                 $  426,937

Property and Equipment, net                                     274,514
                                                             ---------------
TOTAL ASSETS                                                 $  701,451
                                                             ===============
LIABILITIES AND SHAREHOLDER'S DEFICIT

Current Liabilities
    Accounts Payable                                         $  224,123
    Accrued expenses                                            316,562
    Convertible debt - related parties                          513,046
    Net liabilities due to discontinued operations            2,166,803
                                                             -------------
       Total current liabilities                              3,225,034

Commitments and contingencies

Shareholder's deficit
    Preffered stock, no par
      20,000,000 shares authorized
      no shares issued and outstanding                                -
    Common stock, $0.001 par value
      100,000,000 shares authorized                                   -
       30,863,837 shares issued and outstanding                  30,863
       (35,268,295 shares held in trust)
    Additional Paid-In Capital                               10,315,726
    Accumulated deficit                                     (12,865,672)
                                                            -------------
        Total shareholder's deficit                          (2,519,083)
                                                            -------------

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICT                  $   701,451
                                                            =============

   The Accompanying Notes are an Integrated Part of these Financial Statements

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

                                                                          2002               2001

Revenues                                                              $  640,848        $  259,680

Cost of goods sold                                                       103,520            62,045
                                                                      ----------        ----------
Gross profit                                                             537,328           197,635

Operating expenses
     Depreciation and amortization                                       102,351           132,735
     Selling, general, and administrative (including stock-
         based compensation of $1,240,420 and $2,6077,771)             2,159,139         3,301,780
                                                                      ----------        ----------
         Total operating expenses                                      2,261,490         3,622,730
                                                                      ----------        ----------
Loss from operations                                                  (1,724,162)       (3,425,095)

Other income (expense)
     Interest expense                                                    (61,804)          (28,164)
                                                                      ----------        ----------
         Total other income (expense)                                    (61,804)          (28,164)

Loss before discontinued operations                                   (1,785,966)       (3,838,063)

Loss from discontinued operations                                       (829,552)       (1,937,270)
                                                                      ----------        ----------
Net loss                                                              (2,615,518)      $(5,775,333)

Basic and diluted loss per share
     From continuing operations                                            (0.09)      $     (0.35)
     From discontinued operations                                          (0.04)            (0.17)
                                                                      ----------        ----------
         Total                                                             (0.13)      $     (0.52)
                                                                      ==========        ==========
Basic and diluted weighted-average shares outstanding                 19,603,657        11,159,259
                                                                      ==========        ==========

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

                   AMERICANA PUBLISHING, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                        For the Years Ended December 31,

                                                                     Additional
                                       Common Stock                    Paid-in           Retained
                                  Shares              Amount           Capital           Earnings           Total
Balance, December
   31, 1999                        4,283,250   $         4,283  $      3,043,648  $    (2,236,385) $        811,546
Issuance of common
   stock in exchange
   for cash                          655,000               655           651,845                            652,500
Exercise of stock
   options                           600,000               600           144,400                            145,000
Issuance of common
   stock to outside
   consultants in
   exchange for
   services
   rendered                          201,000               201           201,299                            201,500
Issuance of common
   stock to
   employees and
   members of the
   Board of Directors
   for services
   rendered                        1,773,000             1,773           674,327                            676,100
Issuance of common
   stock in exchange
   for property and
   equipment                         310,146               310           310,936                            311,246
Stock option
   expense                                                                95,770                             95,770
Net loss                                                                           (2,238,437)           (2,238,437)

Balance, December
   31, 2000                        7,822,396             7,822         5,122,225   (4,474,822)              655,225
Issuance of common
   stock in exchange
   for cash                          837,647               838           174,162                            175,000
Issuance of common
   stock in exchange
   for book rights                    10,000                10             1,490                              1,500
Issuance of common
   stock for acquisition
   of CMG                     1,017,827         1,018            406,113                            407,131

                    AMERICANA PUBLISHING, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                        For the Years Ended December 31,

                                                                    Additional
                                       Common Stock                   Paid-in           Retained
                                  Shares             Amount           Capital           Earnings           Total
Issuance of common
   stock to outside
   consultants in
   exchange for
   services
   rendered                        1,331,500   $         1,332  $        429,383  $                $        430,715
Issuance of common
   stock to
   employees and
   members of the
   Board of Directors
   for services
   rendered                        3,659,200             3,659         1,459,951                          1,463,610
Compensation
   expense to
   members of the
   Board of Directors
   relating to stock
   options granted
   below the fair
   market value                                                          461,250                            461,250
Compensation
   expense to
   non-employees
   relating to stock
   options granted
   below the fair
   market value                                                          294,196                            294,196
Financing expense
   relating to beneficial
   conversion feature                                                    385,000                            385,000
Cancellation of
   common stock
   issued to
   employees                         (42,000)              (42)          (41,958)                           (42,000)
Net loss                                                                               (5,775,333)       (5,775,333)
Balance, December
   31, 2001                       14,636,570   $        14,637  $      8,691,812  $   (10,250,155) $     (1,543,706)
Issuance of common
   stock in exchange
   for cash                        2,011,666             2,011           303,988
Issuance of common
   stock in exchange
   for inventory                     250,000               250            67,250
Issuance of common
   stock to outside
   consultants in
   exchange for
   services
   rendered                       10,888,601   $        10,888  $        981,167
Issuance of common
   stock to employees
   and members of the
   Board of Directors
   for services
   rendered                       3,077,000              3,077           271,509
Balance, December
   31, 2002                      30,863,837             30,863        10,315,726      (12,865,672)        (2,519,083)

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

                                                                                      2002               2001
Cash flows from operating activities
   Net loss from continuing operations                                            $(1,785,966)      $    (3,838,063)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Depreciation and amortization                                                  102,352               132,735
       Allowance for doubtful accounts                                                 26,816                     -
       Issuance of common stock to outside consultants
         in exchange for services rendered                                            816,589               430,715
       Issuance of common stock to employees and
         members of the Board of Directors in exchange
         for services rendered                                                        274,586             1,463,610
       Compensation expense to members of the
        Board of Directors relating to stock
        options granted below the fair market
        value                                                                                               461,250
       Compensation expense to non-employees
        for stock options issued below the
        fair market value                                                                                   294,196
       Cancellation of common stock issued to
        employees                                                                                           (42,000)
       Impairment of audit production costs                                                                 188,215

       Financing expense related to convertible debt                                                        385,000
       (Increase) decrease in
         Accounts receivable                                                         (271,611)               15,848
         Inventory                                                                    (26,904)                   33
         Prepaid and other current assets                                              (1,736)               51,262
         Audio production costs                                                                             (30,071)
       Increase in
         Factor payable                                                               167,551
         Accounts payable                                                             186,133                 8,790
         Accrued expenses                                                             104,576                 5,217
                                                                                   -----------             ---------
Net cash used in continuing operating activities                                     (407,614)             (473,263)
                                                                                   -----------             ---------
Net cash used in operating activities                                                (407,614)             (815,874)

Cash flows from investing activities
   Proceeds from sale of marketable securities                                              -                     -
   Proceeds from certificate of deposit                                                     -                30,000
   Purchase of property and equipment                                                 (28,981)              (11,734)

Net cash provided by (used in) continuing investing activities                        (28,981)               18,266
Net cash provided by discontinued investing activities                                      -                     -

Net cash provided by (used in) investing activities                                   (28,981)               18,266

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

                                                                                      2002                   2001
Cash flows from financing activities
   Proceeds from notes payable                                                    $   130,615       $       387,500
   Proceeds from sale of common stock                                                 303,988               175,000

Net cash provided by continuing financing activities                                  434,603               562,500
Net cash used in discontinued financing activities                                          -               (59,994)

Net cash provided by financing activities                                             585,777               502,506

Net decrease in cash and cash equivalents                                              (1,992)             (295,102)

Cash and cash equivalents, beginning of year                                            1,992                20,027

Cash and cash equivalents, end of year                                            $         -       $         1,992

Supplemental disclosures of cash flow information

   Interest paid - continuing operations                                               61,805       $        25,164

   Interest paid - discontinued operations                                                  -       $       110,832

   Income taxes paid                                                                        -       $             -

Supplemental schedule of non-cash investing and financing activities

During the year ended December 31, 2002, the Company  received  inventory valued
at $16,875  and masters of audio  books  valued at $50,625 in  exchange  for the
issuance of 250,000 shares of common stock.

                    AMERICANA PUBLISHING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

         General
          Americana  Publishing,  Inc.  ("API")  was  organized  as  a  Colorado
          corporation  on April 17,  1997 for the purpose of  publishing  books,
          audio  books,  and  periodicals,  and to utilize  the  Internet as its
          primary  distribution channel to prospective  customers.  In addition,
          API will  utilize  the  latest  technology  to  download  audio  files
          directly to customers who desire to purchase books and music and other
          audio materials immediately.

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

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

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

                      Total                             $       407,131

          CMG  provides  an  array  of  services,   including  audio  and  video
          duplication,   packaging,  fulfillment,  storage,  and  marketing,  to
          various customers throughout the nation.

          During the nine months ended  September 30, 2002,  the Company  ceased
          operations of CMG. CMG will most likely file Chapter 7 bankruptcy.  In
          addition,  the Company is involved in a lawsuit  with the former owner
          of CMG.

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS (Continued)

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

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

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

        Net liabilities due to discontinued operations   (2,166,803)
                                                         ==========

          The operating results of the discontinued subsidiary are summarized as
          follows for the year ended December 31, 2002:

                  Revenues                              $     786,398
                  Cost of goods sold                          700,846
                                                        -------------
                  Gross profit                                 85,552
                                                        -------------
                  Operating expenses
                     Compensation                             215,651
                      Depreciation and amortization           141,094
                      Selling, general, and administrative    558,360
                                                        -------------
                           Total operating expenses           915,105

                  Loss from operations                       (829,553)

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, 2002
          and 2001,  the  Company  (as  defined  in Note 3)  incurred  losses of
          $2,615,118 and $5,775,333,  respectively.  In addition, as of December
          31, 2002,  its total  current  liabilities  exceeded its total current
          assets by $2,793,597,  and its  shareholders'  deficit was $2,489,083.
          These factors, among others, raise substantial doubt about its ability
          to continue as a going concern.

          Recovery of the Company's assets is dependent upon future events,  the
          outcome  of which  is  indeterminable.  The  Company's  attainment  of
          profitable operations is dependent upon the Company obtaining adequate
          debt and equity  financing and achieving a level of sales  adequate to
          support  the  Company's  cost  structure.  Management  plans  to raise
          additional equity capital,  continue to develop its products, and look
          for acquisition candidates.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Principles of Consolidation
          The consolidated  financial statements include the accounts of API and
          its wholly owned subsidiary,  CMG (collectively,  the "Company").  All
          significant  inter-company accounts and transactions are eliminated in
          consolidation.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Development Stage Enterprise
          During the year ended  December 31, 2001,  the Company  ceased to be a
          development  stage  company  as  defined  in  Statement  of  Financial
          Accounting  Standards  ("SFAS") No. 7,  "Accounting  and  Reporting by
          Development  Stage   Enterprises."  The  Company's  planned  principal
          operations  have  commenced,  and there have been  revenues from those
          operations.

         Revenue Recognition
          Revenue  from sales of  services  is  recognized  when the  service is
          performed  and  billable.   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.  During the year ended  December  31,
          2000, a portion of the property and equipment was  contributed  to the
          Company by the Company's Chairman/majority shareholder in exchange for
          common stock.  This contributed  property and equipment are carried at
          the contributor's cost basis.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

                              Continuing Operations

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

                             Discontinued Operations

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

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

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

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, 2002,  advertising  expense
          for   continuing   operations   and   discontinued    operations   was
          approximately  $2,675  and $253,  respectively.  For the  years  ended
          December 31, 2001,  advertising expense for continuing  operations and
          discontinued   operations  was  approximately   $24,000  and  $58,000,
          respectively.

         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.

          The  following  potential  common  shares have been  excluded from the
          computation  of diluted net loss per share for the year ended December
          31, 2002 because the effect would have been anti-dilutive:

                  Stock options outstanding                3,000,000
                  Convertible debt                        35,268,295

                      **Total                               38,268,295**
                                                          ===========
         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.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Concentrations of Risk
          During the year ended  December 31, 2002, the Company had net sales to
          five major customers that  represented  17%, 15%, 9%, 4% and 4% of net
          sales.

         Recently Issued Accounting Pronouncements
          In June 2001, the Financial Accounting Standards Board ("FASB") issued
          SFAS  No.  141,  "Business  Combinations."  This  statement  addresses
          financial  accounting  and  reporting  for business  combinations  and
          supersedes APB Opinion No. 16, "Business  Combinations,"  and SFAS No.
          38,  "Accounting  for   Pre-Acquisition   Contingencies  of  Purchased
          Enterprises." All business combinations in the scope of this statement
          are to be accounted  for using one method,  the purchase  method.  The
          provisions  of  this  statement  apply  to all  business  combinations
          initiated after June 30, 2001. Use of the pooling-of-interests  method
          for those business  combinations  is  prohibited.  This statement also
          applies to all business combinations  accounted for using the purchase
          method for which the date of acquisition is July 1, 2001 or later. The
          Company  does not expect  adoption  of SFAS No. 141 to have a material
          impact, if any, on its financial position or results of operations.

          In June  2001,  the FASB  issued  SFAS No.  142,  "Goodwill  and Other
          Intangible Assets." This statement addresses financial  accounting and
          reporting  for  acquired  goodwill  and other  intangible  assets  and
          supersedes APB Opinion No. 17,  "Intangible  Assets." It addresses how
          intangible  assets that are acquired  individually  or with a group of
          other assets (but not those acquired in a business combination) should
          be accounted for in financial statements upon their acquisition.  This
          statement  also  addresses  how goodwill and other  intangible  assets
          should be accounted for after they have been  initially  recognized in
          the financial  statements.  It is effective for fiscal years beginning
          after December 15, 2001.  Early  application is permitted for entities
          with fiscal years  beginning  after March 15, 2001,  provided that the
          first interim  financial  statements have not been issued  previously.
          The  Company  does  not  expect  adoption  of SFAS  No.  142 to have a
          material  impact,  if any,  on its  financial  position  or results of
          operations.

          In June 2001,  the FASB  issued SFAS No.  143,  "Accounting  for Asset
          Retirement  Obligations."  This statement applies to legal obligations
          associated  with the retirement of long-lived  assets that result from
          the  acquisition,   construction,   development,   and/or  the  normal
          operation of  long-lived  assets,  except for certain  obligations  of
          lessees. This statement is not applicable to the Company.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Recently Issued Accounting Pronouncements (Continued)
          In August  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
          Impairment or Disposal of Long-Lived Assets." This statement addresses
          financial  accounting  and reporting for the impairment or disposal of
          long-lived assets.  This statement replaces SFAS No. 121,  "Accounting
          for the Impairment of Long-Lived  Assets and for Long-Lived  Assets to
          be Disposed of," the  accounting  and reporting  provisions of APB No.
          30,  "Reporting  the Results of  Operations - Reporting the Effects of
          Disposal of a Segment of a Business,  and Extraordinary,  Unusual, and
          Infrequently Occurring Events and Transactions," for the disposal of a
          segment of a business, and amends Accounting Research Bulletin No. 51,
          "Financial  Statements,"  to eliminate the exception to  consolidation
          for a  subsidiary  for which  control is likely to be  temporary.  The
          Company  does not expect  adoption  of SFAS No. 144 to have a material
          impact, if any, on its financial position or results of operations.

          In April of 2002,  the FASB issued SFAS No.  145,  "Recession  of FASB
          statements No. 4, 44, and 64, admentments of FASB statement No. 13 and
          Technical  Corrections." This Statement rescinds FSAB Statement No. 4,
          Reporting  Gains  and  Losses  from  Extinguishment  of  Debt,  and an
          amendment of that Statement, FASB Statement No. 64, Extinguishments of
          Debt Made to Satisfy  Sinking-Fund  Requirements.  This Statement also
          rescinds FSAB Statement No. 44,  Accounting  for Intangible  Assets or
          Motor  Carriers.   This  Statement   amends  FASB  Statement  No.  13,
          Accounting  for Leases,  to  eliminate  an  inconsistency  between the
          required  accounting for sale-leaseback  transactions and the required
          accounting for certain lease  modifications that have economic effects
          that are similar to sale-leaseback  transactions.  This Statement also
          amends other  existing  authoritative  pronouncements  to make various
          technical   corrections,   clarify   meanings,   or   descrive   their
          applicability  under changed  conditions.  The Company does not expect
          adoption  of SFAS No. 144 to have a material  impact,  if any,  on its
          financial position or results of operation.

          In August of 2002, the FASB issues SFAS No. 146, "Accounting for Costs
          Associated with Exit or Disposal Activities". This Statement addresses
          financial  accounting and reporting for costs  associated with exit or
          disposal  activities and nullifies  Emerging  Issues Task Force (EITF)
          Issue  No.  94-3,   "Liability   Recognition   for  Certain   Employee
          Termination  Benefits  and other Costs to Exit an Activity  (Including
          Certain  Costs  Incurren in a  Restructuring)."  The Company  does not
          expect adoption of SFAS No. 144 to have a material impact,  if any, on
          its financial position or results of operation.

          In October of 2002,  the FASB issued SFAS No.  147,  "Acquisitions  of
          Certain Financial Institutions - an amendment of FASB Statement No. 72
          and 144 and  FASB  Interpretation  No.  9".  FASB  Statement  No.  72,
          Accounting for Certain  ACquisitions of Banking or Thrift  Instutions,
          and FASB Interpretation No. 9 Applying APB Opinions No. 16 and 17 When
          a Savings and Loan Association or a Similar Institution Is Acquired in
          a Business Combination Accounted for by the Purchase Method,  provided
          interpretive  guidance on the  applicaiton  of the purchase  method to
          acquititions  of  financial  institutions.   Except  for  transactions
          between  two  or  more  mutual  enterprises,  this  Statement  removes
          acquisitions  of  financial  insititutions  from  the  scope  of  both
          Statement 72 and Interpretation 9 and requires that those transactions
          be accounted for in accordance with FASB Statements No. 141,  Business
          Combinations, and No. 142, Goodwill and Other Intangible Assets. Thus,
          the  requirement  in paragraph 5 of  Statement  72 to  recognize  (and
          subsequent  amortize)  any  excess  of the fair  value of  liabilities
          assumed  over the fair value of tangible and  identifiable  intangible
          assets  acquired  as an  unidentifiable  intangible  asset  no  longer
          applies  to  acquisitions  within  the  scope  of this  Statement.  In
          addition, this Statement amends FASB Statement No. 144, Accounting for
          the  Impairmane  or Disposal of Long-Lived  Assets,  to include in its
          scope long-term  customer-relationship  intangible assets of financial
          institutions such as depossitor- and borrower-relationship  intangible
          assets and credit cardholder  intangible assets.  Consequently,  those
          intangible  assets  are  subject  to the same  undiscounted  cash flow
          recoverability  test and impairment  loss  recognition and measurement
          provisions the Statement 144 requires for other long-lived assets that
          are held and used.  The Company  does not expect  adoption of SFAS No.
          144 to have a material  impact,  if any, on its financial  position or
          results of operation.

          In December of 2002,  the FASB  issued  SFAS No. 148,  "Accouting  for
          Stock Based  Compensation-Transition  and Disclosure - an amendment of
          FASB Statement No. 123". This Statement amends FASB Statement No. 123,
          Accounting  for  Stock-Based  Compensation,   to  provide  alternative
          methods of transition  for a voluntary  change to the fair value based
          method  of  accounting  for  stock-based  employee  compensation.   In
          addition,   this  Statement  amends  the  disclosure  requirements  of
          Statement  123 to require  prominent  disclosures  in both  annual and
          interim  financial  statements  about  the  method of  accounting  for
          stock-based employee compensation and the effect of the method used on
          reported results. The Company does not expect adoption of SFAS No. 144
          to have a  material  impact,  if any,  on its  financial  position  or
          results of operation.

NOTE 4 - PROPERTY AND EQUIPMENT

         Property and equipment at December 31, 2002 consisted of the following:

                              Continuing Operations

                  Audio Production Cost                              267,820
                  Database and circulation list                      239,314
                  Computer equipment                                 130,722
                  Office furniture and fixtures                       71,073
                  Web site development                                44,663
                  Leasehold improvements                               5,299
                  Other                                               31,324
                                                                     -------
                                                                     790,215

                  Less accumulated depreciation and amortization     515,705
                                                                     -------
                      **Total                                       274,510**
                                                                     =======

          Depreciation  and amortization  expense for continuing  operations was
          $102,351  and $132,735 for the years ended  December 31, 2002 and 2001,
          respectively.

NOTE 4 - PROPERTY AND EQUIPMENT (Continued)

                             Discontinued Operations

                  Office furniture and fixtures                   2,269,984
                  Leasehold improvements                            758,036
                                                                 ----------
                                                                  3,028,020

                  Less accumulated depreciation and amortization (1,520,961)
                                                                 ----------
                      **Total                                    1,507,059**
                                                                 ==========

          Depreciation and amortization expense for discontinued  operations was
          $141,094 and $118,059 for the years ended  December 31, 2002 and 2001,
          respectively.

NOTE 5 - NOTES PAYABLE - RELATED PARTIES - DISCONTINUED OPERATIONS

          At December 31, 2002, the Company  maintained notes payable to certain
          officers  of the  Company,  which  are  payable  upon  demand  and are
          non-interest-bearing.  As  of  December  31,  2002,  the  amounts  due
          aggregated to $83,397.

NOTE 6 - CONVERTIBLE DEBT - RELATED PARTIES

          The Company issued  convertible debt, as summarized below,  payable to
          various individuals,  which is convertible at the option of the holder
          into the Company's common stock.  Interest at 30% per annum is payable
          on a monthly  basis.  If the note holders  elect to convert their debt
          into common stock, the conversion prices range from $0.05 to $0.10 per
          share.  There were not any conversions to common stock during the year
          ended December 31, 2002 (see Note 12).

NOTE 6 - CONVERTIBLE DEBT - RELATED PARTIES (Continued)

          The terms  associated  with each series for the year ended December 31
          are as follows:

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

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

          In accordance  with  generally  accepted  accounting  principles,  the
          discount on the conversion feature of the above notes arising from the
          conversion  feature  is  considered  to be  interest  expense  and  is
          recognized in the  statement of operations  during the period from the
          issuance  of  the  debt  to  the  time  at  which  the  debt   becomes
          convertible.  The Company  recorded a conversion  feature of $385,000.
          Since  the  debt  was  immediately   convertible,   the  $385,000  was
          recognized  in the  statement  of  operations  during  the year  ended
          December 31, 2001.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

         Leases
          The Company  leases its office  facilities  from a related party under
          operating lease agreements,  which expire in December 2003 and require
          monthly payments of $4,000 per month.

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

         Leases (Continued)
         Future minimum payments under these operating and capital lease agreements at December 31, 2001 were as follows:

                   Year Ending                                                    Operating
                  December 31,                                                      Leases

                      2003                                                       48,000

                                                                        **$        48,000**
                  Less amount representing interest                     ================

         Rent expense was $48,000 and $145,000 for the years ended December 31, 2002 and 2001, 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.

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

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

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

          This  employee  received  common  stock  in lieu of  $101,000  in cash
          compensation during the year ended December 31, 2000.

          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.

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

        Factoring Agreement - Continuing OperationsLitigation
          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.

NOTE 8 - SHAREHOLDERS' DEFICIT

         Common Stock
          During the years ended  December  31, 2002 and 2001,  the Company sold
          2,011,666  and  837,647  shares,  respectively,  of  common  stock for
          $306,000 and $175,000, 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, 2002 and 2001, the Company issued
          3,077,000  and  3,659,000  shares,  respectively,  of common  stock to
          employees and members of its Board of Directors for services rendered.
          Compensation  expense of $274,586 and  $1,463,610 was recorded with an
          offset to common stock and additional paid-in capital during the years
          ended December 31, 2002 and 2001, respectively.

NOTE 8 - SHAREHOLDERS' DEFICIT (Continued)

         Common Stock (Continued)
          During the years ended  December 31, 2002 and 2001, the Company issued
          10,888,601  and  1,331,500  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.
          Compensation  expense of $992,055 and  $430,715  was recorded  with an
          offset to common stock and additional paid-in capital during the years
          ended December 31, 2002 and 2001, respectively.

          During the year ended  December 31, 2002,  the Company  issued 250,000
          shares of common stock in exchange for inventory and masters valued at
          $67,500.

         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
          incentive to key employees,  officers,  and consultants of the Company
          who provide significant  services to the Company.  There are 5,000,000
          options  available for grant under the Plan.  Options will vest over a
          period of time as  determined  by the Board of Directors  for up to 10
          years from the date of grant. 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 100% of the fair market value on the date of grant.

NOTE 8 - SHAREHOLDERS' DEFICIT (Continued)

         Stock Option Plan (Continued)
         A summary of the Company's outstanding options and activity is as follows:
                                                                                     Weighted-
                                                                                      Average
                                                                     Number          Exercise
                                                                  of Options           Price

                  Outstanding, December 31, 2000                 2,153,000           $  0.20
                      Granted                                    2,375,000           $  0.23
                      Cancelled                                 (2,103,000)          $  0.20
                                                                ----------

                           **Outstanding, December 31, 2001        2,425,000        $     0.24**
                                                                ==========

                           **Exercisable, December 31, 2001        2,425,000        $     0.24**
                                                                ==========

                 Outstanding, December 31, 2001                  2,425,000           $  0.24
                      Granted                                            0
                      Forfeited                                     75,000
                                                                ----------
                           **Outstanding, December 31, 2002        2,350,000           $  0.24**
                                                                ==========

                           **Exercisable, December 31, 2002        2,350,000           $  0.24**

                                                                ==========

          The  weighted-average   remaining  contractual  life  of  the  options
          outstanding  at December 31, 2002 is 1.00 years.  The exercise  prices
          for the options  outstanding at December 31, 2002 ranged from $0.05 to
          $0.50, and information relating to these options is as follows:

                                                                                    Weighted-        Weighted-
                                                                  Weighted-          Average          Average
                                                                   Average           Exercise         Exercise
             Range of              Stock             Stock       Remaining           Price of         Price of
             Exercise            Options           Options       Contractual         Options           Options
               Prices        Outstanding        Exercisable            Life       Outstanding       Exercisable

         $             0.05          200,000           200,000        1.00 years  $          0.05  $           0.05
         $      0.17 - 0.20          600,000           600,000        1.00 years  $          0.17  $           0.17
         $             0.50        2,200,000         2,200,000        1.00 years  $          0.50  $           0.50
                                   ---------         ---------
                                   **3,000,000         3,000,000**
                                   =========         =========

NOTE 8 - SHAREHOLDERS' DEFICIT (Continued)

         Stock Option Plan (Continued)
          The Company has adopted  only the  disclosure  provisions  of SFAS No.
          123. It applies APB No. 25 and related  interpretations  in accounting
          for its  plans and does not  recognize  compensation  expense  for its
          stock-based  compensation  plans other than for  restricted  stock and
          options issued to outside third parties. If the Company had elected to
          recognize  compensation expense based upon the fair value at the grant
          date for awards  under these  plans  consistent  with the  methodology
          prescribed  by SFAS 123,  the  Company's  net loss and basic  loss per
          share for the  years  ended  December  31,  2002 and 2001  would be as
          follows:

                                                                  2001               2000
                  Net loss
                      As reported                         $    (5,775,333)   $     (2,238,437)
                      Pro forma                           $    (6,040,104)   $     (2,328,437)
                  Basic loss per common share
                      As reported                         $         (0.52)   $          (0.41)
                      Pro forma                           $         (0.54)   $          (0.42)

          For purposes of computing the pro forma  disclosures  required by SFAS
          No.  123,  the fair  value of each  option  granted to  employees  and
          directors is estimated using the  Black-Scholes  option-pricing  model
          with the following  weighted-average  assumptions  for the years ended
          December   31,  2001  and  2000:   dividend   yields  of  0%  and  0%,
          respectively;  expected  volatility  of 175%  and  N/A,  respectively;
          risk-free interest rates of 3.6% and 4.6%, respectively;  and expected
          lives of two and three years, respectively.  The weighted-average fair
          value of options  granted  during the year ended December 31, 2001 for
          which the  exercise  price was  greater  than the market  price on the
          grant  date was $0.34,  and the  weighted-average  exercise  price was
          $0.50. The  weighted-average  fair value of options granted during the
          year ended  December  31, 2001 for which the  exercise  price was less
          than  the  market  price  on  the  grant  date  was  $0.46,   and  the
          weighted-average exercise price was $0.05.

          The  Black-Scholes  option  valuation  model was  developed for use in
          estimating  the fair  value of traded  options  which  have no vesting
          restrictions and are fully transferable. In addition, option valuation
          models require the input of highly  subjective  assumptions  including
          the expected stock price  volatility.  Because the Company's  employee
          stock options have characteristics  significantly different from those
          of  traded  options,  and  because  changes  in the  subjective  input
          assumptions  can  materially  affect  the  fair  value  estimate,   in
          management's opinion, the existing models do not necessarily provide a
          reliable  single  measure  of the  fair  value of its  employee  stock
          options.

          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.

NOTE 9  - INCOME TAXES

          A reconciliation of the expected income tax computed using the federal
          statutory  income rate to the Company's  effective  rate for the years
          ended December 31, 2002 and 2001 was as follows:

                                                                                2002               2001
                  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, 2001:

                  Deferred tax assets
                      Net operating loss carryforward                           $      4,191,516

                  Less valuation allowance                                             4,191,516

                           Net deferred tax assets                              $              -

          As  of  December  31,  2001,   the  Company  had  net  operating  loss
          carryforwards   for   federal  and  state   income  tax   purposes  of
          approximately  $3,767,097  and  $2,447,000,   respectively.   The  net
          operating  loss  carryforwards   begin  expiring  in  2017.

NOTE 10 - RELATED PARTY TRANSACTIONS

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

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

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

          During the year ended December 31, 2001, the Company issued a total of
          2,965,000  shares of common stock to various  Board  members,  various
          officers/Board  members, and the Chairman/majority  shareholder valued
          at $1,156,000, which represents the fair market value.

NOTE 11 - SUBSEQUENT EVENTS - UNAUDITED

         Line of Credit - Discontinued Operations
         The amount due is in default.

         Convertible Debt - Related Parties
         All amounts are in default.

         Capital Lease Obligations
          Subsequent to December 31, 2001,  the Company  stopped  making monthly
          payments  on  its  capital  lease  obligations.   All  capital  leased
          equipment has been repossessed by the lessor.

         Litigation
          Subsequent  to December  31,  2001,  the Company has become a party to
          several lawsuits as follows:

          o    A vendor is suing  the  Company  for  approximately  $9,900  with
               respect to materials purchased and services rendered on behalf of
               the Company.

          o    A bank is  suing  the  Company  for  approximately  $38,900  with
               respect to an overdrawn bank account.

NOTE 11 - SUBSEQUENT EVENTS - UNAUDITED (Continued)

         Litigation (Continued)

          o    A customer is suing the Company for  approximately  $26,350  with
               respect to merchandise that is delinquent.

          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.

          o    A former employee is suing the Company for unpaid wages, unissued
               stock, and expenses in the amount of approximately $50,000.

          o   A  vendor   obtained  a  judgment   against   the   Company   for
               approximately  $245,000. Upon default of the judgment, the vendor
               seized approximately $100,000 from the Company. The Company still
               owes the vendor approximately $100,000. The vendor may attempt to
               seize  additional funds or assets from CMG in connection with the
               judgment.

         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.

          The Company maintained a line of credit with a bank, which was secured
          by the Company's  accounts  receivable and  inventory.  The Company is
          currently  in  default  on  the  remaining  balance  of  approximately
          $205,000 and has been unable to secure an alternative  line of credit.
          The Company  believes there is a substantial  likelihood that the bank
          will attempt to seize the assets covered by the security agreement.

          Private  Placement  In January and  February  2002,  the Company  sold
          1,216,668  shares of common  stock  through  a  private  placement  in
          exchange  for  cash of  $132,500.  For  each  share  of  common  stock
          purchased,  the shareholder received one warrant to purchase one share
          of common stock at an exercise price of $0.40 per share. In total, the
          Company issued 1,216,668 warrants,  which expire through February 2004
          and carry piggyback registration rights.

          On January 6, 2003, two directors were awarded 5,000,000 and 3,000,000
          respectively  of Americana  Publishing,  Inc.  common stock in lieu of
          salary.

NOTE 11 - SUBSEQUENT EVENTS - UNAUDITED (Continued)

          Discontinued  Operations
          During  the three  months  ended June 30,  2002,  the  Company  ceased
          operations of CMG.  Although a formal agreement does not exist, one of
          the Company's vendors has taken over the operations of CMG. All assets
          and  liabilities of CMG have been  reclassified to net liabilities due
          to discontinued operations.  The liabilities of CMG exceed its assets.
          In addition,  all income statement accounts for CMG have been shown as
          discontinued  operations.  Subsequent  to June 30,  2002,  the  vendor
          ceased operating CMG. There is a strong possibility that CMG will have
          to file Chapter 7 bankruptcy.

     Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                              FINANCIAL DISCLOSURE

There are no disagreements between Americana and the auditors.

                                    PART III

                Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
     AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

 Directors and Executive Officers and Advisors to the Board of Directors

Name                            Age              Position

George Lovato, Jr.              46               CEO/Chairman/President
Don White                       51               Director/Vice President
David Poling                    73               Director/Vice President
Jay Simon                       43               Director/Secretary/Treasurer
Jerome Ruther                   68               Director
Lowell S. Fixler                68               Advisor to the Board
Philippe de La Chapelle         60               Advisor to the Board
Stedman Walker, Ltd.            N/A              Advisor to the Board/Consultant

All  Directors of the Company will hold office until the next annual  meeting of
shareholders  of the  Company or until  their  successors  are duly  elected and
qualified.

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.

George  Lovato,  Jr.

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

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

Don White

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

Dr. David Poling

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

Jay Simon

Mr.  Simon  is a  Director  and the  Company's  Secretary/Treasurer.  Mr.  Simon
graduated from the  University of New Mexico in 1986 with a BS in Pharmacy.  Mr.
Simon is currently  employed as  Executive  Director of  International  Business
Development  of  Syncor  International  Corporation,  a  nuclear  pharmaceutical
company.   Mr.   Simon  has   served  as  a  Director   and  as  the   Company's
Secretary/Treasurer since its inception.

Jerome Ruther

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

Lowell S. Fixler, Advisor to the Board of Directors

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

Philippe de La Chapelle, Advisor to the Board of Directors

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

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

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

                        Item 10. EXECUTIVE COMPENSATION

The following table shows the compensation paid over the past three fiscal years
with  respect to: (i) the  Company's  President as of the end of the 2001 fiscal
year; (ii) the four other most highly  compensated  executive officers (in terms
of salary and bonus)  serving at the end of the 2001  fiscal  year whose  annual
salary and bonus exceeded $100,000;  and (iii) up to two additional  individuals
who  would be in  category  (ii) but for the fact  that the  individual  was not
serving as an executive  officer of the Company at the end of the last completed
fiscal year (the "named executive officers"):

                           SUMMARY COMPENSATION TABLE

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

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

     George Lovato    1998        0         0         0   285,913         0         0         0
     CEO/Director     1999   81,000         0         0         0         0         0         0
                      2000  147,000         0         0   280,000         0         0         0
                      2001  141,000         0         0   264,000         0         0         0
                      2002   27,000         0         0    35,000         0         0         0

       Jay Simon      1998        0         0         0     8,750         0         0         0
Sec/Treas/Director    1999        0         0         0         0         0         0         0
                      2000        0         0         0    50,000         0         0         0
                      2001        0         0         0   138,000         0         0         0
                      2002        0         0         0         0         0         0         0

     David Poling     1998        0         0         0    17,500         0         0         0
V. President/Director 1999        0         0         0    75,000         0         0         0
                      2000        0         0         0   150,000         0         0         0
                      2001        0         0         0    94,000         0         0         0
                      2002        0         0         0    17,500         0         0         0

     Jerome Ruther    2000        0         0    45,000         0         0         0         0
       Director       2001   15,000         0         0   205,500   328,000         0         0
                      2002        0         0         0         0         0         0         0

      Don White       2001   22,500         0         0   329,000         0         0         0
    CFO/Director      2002   14,583         0         0    17,500         0         0         0

(1) No SARs were granted or exercised  by any named  executive  officer in 2001,
    nor did any named executive  officer hold any unexercised SARs at the end of
    the 2001 fiscal year.

(2) The dollar values are calculated by determining  the difference  between the
fair market  value of the  securities  underlying  the options and the  exercise
price of the options at  exercise.  The dollar  value  provided  represents  the
cumulative  difference  in the fair market value of the common stock  underlying
all  in-the-money  options  as of the last day of the 2001  fiscal  year and the
exercise prices for such options.  Options are "in-the-money" if the fair market
value of the underlying  Common Stock as of the last day of the 2001 fiscal year
exceeds the exercise price of such options.

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

Mr.  Don White is paid  $3,000  per month for his  services  as Chief  Financial
Officer.

Directors  do not  currently  receive  any form of cash  compensation  for their
participation  on the Company's  Board of Directors.

     Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the stock ownership of each person known by the
Company to be a beneficial owner of five percent (5%) or more of the  Company's
equity securities, each Director individually and all, Directors and officers of
the Company as a group.  Each person has sole voting and investment  power with
respect to the shares shown unless otherwise indicated.

Name and Address of                         Amount Own           Shares
   Beneficial Owner      Title of Class    Beneficially       owned % of
--------------------------------------------------------------------------------

George Lovato, Jr             Common         3,144,000            4.8%
12310 Claremont NE
Albuquerque, NM  87112

Don White                     Common         1,200,000            1.9%
8106 Devonwood
Huston, TX  77070

Jerome Ruther                 Common         1,075,000            1.7%
1208 North Summit Drive
Santa Fe, NM  87501

Jay Simon                     Common           400,000             .6%
5528 E. Cheryl Drive
Paradise Valley, AZ  85253

David Poling                  Common           762,310            1.2%
3616 San Rio Place NW
Albuquerque, NM  87107

Total Shares of Officers and
Directors as a Group          Common         6,581,310           10.2%

             Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On  January  1, 1999  Americana  entered  into a  Corporate  Finance  Consulting
Agreement with B. H. Capital Limited.  The term of the agreement is for 5 years.
This agreement  requires Americana 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.

Americana also pays 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 has a term of 5 years.

                    Item 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 99.2G

                        Item 14. CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure  Controls and Procedures.  The Company's Chief
Executive Officer and Vice President of Finance & Administration  have evaluated
the effectiveness of the Company's  disclosure  controls and procedures (as such
term is defined in Rules 13a-14(c) and 15d-14(c)  under the Securities  Exchange
Act of 1934, as amended (the "Exchange  Act")) as of a date within 90 days prior
to the filing date of this annual report (the "Evaluation Date").  Based on such
evaluation,  such officers have concluded  that, as of the Evaluation  Date, the
Company's disclosure controls and procedures are effective in alerting them on a
timely  basis to material  information  relating  to the Company  required to be
included in the  Company's  reports  filed or submitted  under the Exchange Act.
Although the Company's  Chief  Executive  Officer and Vice President - Finance &
Administration  have concluded  that the disclosure  controls and procedures are
effective,  disclosures  relating to Enron and the effects of its  bankruptcy on
Mariner were provided by Enron's  management and its legal  advisors.  The Chief
Executive  Officer  and Vice  President - Finance &  Administration  rely on the
information they provide for disclosure purposes.

                           CHAIRMAN OF THE BOARD/CEO

I, George Lovato, certify that:

1. I have reviewed this annual report on Form10-K of Americana Publishing Inc..;

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

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

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

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date.;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls.; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:

            /s/ George Lovato
            ----------------------------------------------
            George Lovato
            Chairman of the Board / CEO
```