`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, 2003.

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

                                   000-25783
                             Commission File Number

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

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

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

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

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

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

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

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

State issuer's revenues for its most recent fiscal year: $1,277,572

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 March 26, 2004 the market value of the
voting stock held by non-affiliates was $1,399,975.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 99,998,212 shares as of December 31,
2003.

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

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



                     AMERICANA PUBLISHING, INC. FORM 10-KSB

                                      INDEX

PART I                                                                          PAGE

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

PART II

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

PART III

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

SIGNATURES                                                                         23


                                     PART I


This Annual Report on Form 10-KSB contains "forward-looking statements". These
forward-looking statements are based on our current expectations, assumptions,
estimates and projections about our business and our industry. Words such as
"believe," "anticipate," "expect," "intend," "plan," "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 we are able to expand the market for our products,

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

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

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

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

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

                        Item 1.  DESCRIPTION OF BUSINESS

THE COMPANY

Our Business.

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

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

We determine what books to publish based on information that we receive from
book buyers and from general industry data relating to particular market
segments, such as purchases made at truck stops. We also receive manuscripts
from authors as well as from other publishers.

We license the manuscripts we publish either directly, from the author, or by
entering into agreements with other book publishers. Pursuant to our license
agreements, we generally pay a royalty of 10% on the proceeds of the books we
sell. License agreements may also require us to advance royalties in an amount
that usually ranges between $250 and $500 per title. The license agreements
typically have a term of five years.


                                       1


Approximately 87% of our sales come from the placement of our products in truck
stops. Our products are also sold to bookstores and libraries, primarily through
telemarketing, and to businesses and consumers via the Internet, through our
website, americanabooks.com. Prior to our entry into the truck stop market,
approximately 95% of our sales were generated by telemarketing and approximately
5% of our sales were generated via our website. Since our entry into the truck
stop market, approximately 10% of our sales are generated by telemarketing and
the remaining 3% of our sales are generated via our website. We also publish a
catalog of our audio books, which is continuously mailed to potential wholesale
book buyers, bookstores and libraries. Sales that result from our catalogue
mailings are not tracked separately but are included in our computation of sales
made by telemarketing.

Discontinued Operations

Until December 31, 2002, we also sold textbooks, music, artwork and jewelry
through other websites that were linked with each other and with our main
website, americanabooks.com. We decided to discontinue sales of these items
because the cost of maintaining the websites exceeded the revenues we earned
from them. Sales of these items accounted for only about 1% of our total sales,
therefore our decision to discontinue them has not had a material adverse effect
on our revenues.

Audio Books

We currently offer more than 500 audio book titles. All of our audio book
inventory is available on our website, www.americanabooks.com, only about 50 on
website. We publish our audio books on audiotapes and CD format. Currently we
publish 45 of our audio titles in CD format. However, we intend to increase our
production of audio books in CD format as consumer demand increases.

Consumers who visit our website 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. 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 in the United States to approximately 17,000 retail
stores and approximately 5,000 libraries as well as to large truck stop
distributors including BARJAN, KSG, UAV and Audio Adventures. We also have
database and order processing agreements with Baker and Taylor, Advanced
Marketing Services, Ingram Book Company, Anderson News Company,
Books-A-Million/American Wholesale Book Company, Barnes and Noble, BJ's, Brodart
Company, Hastings, Lodes Tone, Penton Overseas, Professional Media, and Recorded
Books. Pursuant to these database and order processing agreements, the
wholesalers or retailers who are parties to the agreements include our titles in
their listings of available inventory and we include their titles in our
listings of available inventory. While we are not dependent on any single
distributor, if we were to lose three or more of these distributors it would
have a material adverse impact on our revenues and business. During the year
ended December 31, 2003, five major customers represented 29%, 20%,13%, 5% and
5% of our net sales, respectively.

During the fiscal year ended December 31, 2003, audio books accounted for all of
our sales revenues, which totaled $1,277,572.

Print Books

During 2001, we published and introduced our first print book, The Cowboy. The
Cowboy is a children's book that includes both a print book and an audiotape.
Six additional works of fiction, The Killing Cards, Ground Lions, Beloved Leah,
It Is I, Joseph, Last Chance Out, Family Arrested and Miriam's Healing became
available for shipping in January 2002.

During the fiscal year ended December 31, 2003, there were minimal sales of our
print books.

                                       2


Electronic Books

We have developed fifteen electronic books.  We are currently working with
consultants to develop software that will protect them from unauthorized
duplication. For that reason, we have not undertaken any significant promotion
of these titles, nor have we made them available on our website for purchase and
download.

During the fiscal year ended December 31, 2003, there were no sales of our
electronic books.

Competition

At this time we do not represent a significant competitive presence in the audio
book publishing and selling industry. We are seeking to raise our profile in a
number of ways, including giving higher visibility to lesser known authors,
providing easier ways to find products on our website by use of our specially
designed search engine, providing faster delivery of products sold, and
providing competitive pricing whenever possible. We are also seeking niche
markets, such as the truck stop market, and we are continuing to focus on
publishing book series, which we believe are popular with audio book customers.
We currently publish series works by authors Elaine Viets, Leslie Glass, Cynthia
Davis, Barry Sadler, Jerry Ahern, Axel Kilgore, Jeffrey Lord, Dana Fuller Ross,
Donald Clayton Porter, Matthew S. Hart, Hank Mitchum, Michael D. Cooper and
Louis Tridico.

Government Regulation

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

Employees

We employ 8 full time employees.

                        Item 2. DESCRIPTION OF PROPERTY

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

We lease additional office and warehouse space located at 142 Truman Street,
Albuquerque, New Mexico. 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 per
month. Through July 2003 we shared this space with a sub-tenant. We anticipate
that we will continue to sub-let a portion of these premises. Both the building
in which our principal office is located and the building in which the
additional office and warehouse space is located are owned by entities owned and
controlled by our President and Chief Executive Officer, George Lovato, Jr.

                            Item 3. LEGAL PROCEEDINGS

Americana Publishing, Inc. and Corporate Media Group, Inc. were named as
co-defendants in an action titled Eva-Tone, Inc. vs. Corporate Media Group, Inc.
and Americana Publishing, Inc. which was filed on April 20, 2002 in the Circuit
Court of Bradley County, Tennessee as Civil Action No. V-02-378. Eva-Tone, Inc.
is seeking to recover damages of $26,350.00. On February 18, 2003 an order was
entered dismissing us from the action but permitting Eva-tone, Inc. to proceed
against Corporate Media Group, Inc. Americana Publishing was dismissed from the
action because the court determined that we were not a proper party to it.

In December 2002 we filed an action against Richard Durand and Susan Durand 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. transferred to us. We are seeking the return of 624,000 shares of
common stock that were transferred to Richard Durand and Susan Durand as
consideration for our purchase of the outstanding stock of Corporate Media
Group, Inc. We are also seeking judgment against Richard Durand and Susan Durand
for $612,000 in damages.


                                       3


On August 5, 2003 Corporate Media Group, Inc. filed a petition in the United
States Bankruptcy Court for the Eastern District of Tennessee, Southern and
Winchester Divisions, in Chattanooga Tennessee. The petition seeks relief under
Chapter 7 of the United States Bankruptcy Code.

           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 2003.

                                 Part II

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

Our common stock began trading on The National Association of Securities
Dealers, Inc. Electronic Bulletin Board (the "OTC Bulletin Board) on November 8,
1999. Our ticker symbol is APBH. The following table represents the closing high
and low bid information for our common stock during the last two fiscal years as
reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions. The market for our common stock is sporadic.

2003                                 High                   Low
First Quarter                       $0.06                  $0.01
Second Quarter                      $0.09                  $0.01
Third Quarter                       $0.25                  $0.01
Fourth Quarter                      $0.04                  $0.01


2002                                 High                   Low
First Quarter                       $0.25                  $0.13
Second Quarter                      $0.52                  $0.09
Third Quarter                       $0.09                  $0.05
Fourth Quarter                      $0.12                  $0.03

There were approximately 1,000 holders of common stock as of December 31, 2003.
We have not paid any dividends in the past and currently we have no plans to pay
dividends in the foreseeable future.

Equity Compensation Plan Information

In June 2000 our Board of Directors adopted, and on March 24, 2001 our
shareholders approved, the Americana Publishing Inc. 2000 Stock Purchase and
Option Plan (the "2000 Plan"). We reserved 5,000,000 shares of our common stock
for issuance pursuant to the 2000 Plan. Pursuant to the 2000 Plan, awards may be
granted to our key employees, officers and consultants.

On May 16, 2003 our Board of Directors adopted the Americana Publishing Inc.
2003 Equity Incentive Plan (the "2003 Plan"). The 2003 Plan has not been
approved by our shareholders. We reserved 20,000,000 shares of our common stock
for issuance pursuant to the 2003 Plan. Pursuant to the 2003 Plan, awards may be
granted to our employees, officers and directors as well as to consultants,
independent contractors and advisors, provided that such consultants,
contractors and advisors render bona fide services not in connection with the
offer and sale of securities in a capital-raising transaction. The 2003 Plan has
a term of ten years and is administered by our Board of Directors. Pursuant
to the 2003 Plan, the Board of Directors may grant to eligible persons awards of
options (which may be qualified or non-qualified) or common stock. As of
December 31, 2003, we had not issued options to employees.

The following table sets forth, as of December 31, 2003, the number of
securities to be issued upon exercise of outstanding options, the weighted
average exercise price of the outstanding options and the number of securities
remaining available for future issuance under the 2000 Plan and the 2003 Plan.


                                       4


                      EQUITY COMPENSATION PLAN INFORMATION

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

Equity Compensation
plan approved by
security holders        2,350,000                      $0.24                                   0

Equity Compensation
plan not approved by
security holders                 0                          0                                  0

Recent Sales of Unregistered Securities

In March 2002, we entered into an agreement with Karim Amiryani, Douglas W.
Jordan, Douglas W. Jordan Defined Benefit Pension Plan, Norman Ross, Tel Pro
Marketing, Stranco Investments and Vestcom to purchase from us $140,000 in
principal amount of 10% convertible debentures pursuant to an exemption provided
by Section 4(2) of the Securities Act of 1933. Subsequently, these 10%
convertible debentures were cancelled and 12% senior convertible debentures were
substituted therefor. The 12% senior debentures were convertible at the option of the
holders into our common stock.

We signed a securities purchase agreement as of April 1, 2002, with BG Holdings,
LLC, referred to in this discussion as BG Holdings, and Gulf Coast Advisors,
Ltd., referred to in this discussion as Gulf Coast. Pursuant to the agreement,
BG Holdings and Gulf Coast agreed to purchase an aggregate of $200,000 in
principal amount of our 12% senior secured convertible debentures, which were to
mature on April 1, 2003. Together with such debentures, BG Holdings and Gulf
Coast were also issued Class A warrants and Class B warrants. The first $100,000
in aggregate principal amount of our 12% senior secured convertible debentures,
from which we received net proceeds of $80,000, was issued to BG Holdings and
Gulf Coast upon execution of the securities purchase agreement. The second
$100,000 in aggregate principal amount of our 12% senior secured convertible
debentures were to be issued to BG Holdings and Gulf Coast upon the
effectiveness of a registration statement covering shares of our common stock
issuable upon the conversion of the debentures and upon exercise of the Class A
Warrants and the Class B Warrants. We filed an SB-2 registration statement on
July 16, 2002 (SEC file number 333-92422). The registration statement has not
been declared effective and was subsequently withdrawn.

The debentures were to bear interest at the annual rate of 12%, payable
quarterly in cash or in shares of our common stock, at the discretion of the
holders. If the holders elected to receive interest in the form of common stock,
the number of shares of common stock to be received was to be based on the
amount of the interest payment, including penalty interest, if any, divided by
the conversion price, which was $0.0615, based on a closing date of April 1,
2002. In the event we failed to pay any quarterly interest payment on the date
such payment was due, the interest payable on the principal amount of the
debentures and on all accrued and unpaid interest would increase to 18%, or the
penalty interest rate, until all accrued interest, including penalty interest,
was paid in full.

We had the right to redeem, upon 180 calendar days' notice to the holders, each
of the debentures prior to maturity at 140% of the outstanding principal amount
of the debentures, in addition to any unpaid interest and any default and
penalty payments due.

                                       5


BG Holdings and Gulf Coast had the right to immediately convert the debentures
into shares of our common stock. The conversion price for the debentures was
equal to 50% of the lesser of the average of the three lowest closing bid prices
per share for our common stock, as reported on the OTC Bulletin Board, or such
other public market that our common stock was then traded on, during either the
30 trading days prior to the closing, or the 30 trading days prior to the date
of conversion of all or any part of the debentures. The conversion price was
$0.0615, based on a closing date of April 1, 2002.

The Class A warrants issued to BG Holdings and Gulf Coast pursuant to the
securities purchase agreement had a term that expired on April 1, 2009. The
Class A warrants were exercisable into an amount of our common stock that was
equal to the quotient of the principal amount of each debenture divided by its
conversion price. BG Holdings and Gulf Coast had sole discretion with respect to
when and if they chose to exercise any of these warrants prior to expiration.
The exercise price of the Class A warrants was to be an amount equal to 50% of
the lesser of the average of the lowest three closing bid prices of our common
stock as reported by the OTC Bulletin Board or such other exchange where our
common stock was then trading during the 30 trading days prior to closing, or
the 30 trading days immediately prior to the date or dates all or any portion of
the warrants were exercised. The Class A warrants contained a cashless exercise
feature, allowing the holders to surrender Class A warrants in payment of the
exercise price for other Class A warrants.

The Class B warrants issued to BG Holdings and Gulf Coast pursuant to the
securities purchase agreement had a term that expired two years after the
effective date of the registration statement registering the common stock
issuable upon exercise of such warrants. The Class B warrants were exercisable
into an amount of our common stock equal to five times the quotient of the
principal amount of each debenture divided by its conversion price. BG Holdings
and Gulf Coast had sole discretion with respect to when and if they chose to
exercise any of these warrants prior to expiration. The purchase price under the
Class B warrants was to be an amount equal to the lesser of 105% of the average
of the lowest three closing bid prices of our common stock as reported by the
OTC Bulletin Board or such other exchange where our common stock
was then trading during the 30 trading days prior to closing, or 50% of the
average of the lowest three closing bid prices of our common stock as reported
by the OTC Bulletin Board or such other exchange where
our common stock was trading during the 30 trading days immediately prior to the
date or dates all or any portion of the warrants were exercised. The Class B
warrants did not contain a cashless exercise feature.

In April 2002 the debentures and warrants were delivered to BG Holdings and Gulf
Coast and $80,000 in net proceeds was transferred to us.

The securities issued in these two offerings were issued pursuant to an
exemption provided by Rule 506 of Regulation D of the Securities Act of 1933.

On June 15, 2003 a restructuring agreement was entered into between Advantage
Fund, LLC and all of the investors who held our 12% debentures. Pursuant to the
restructuring agreement,

(i)  the shares that had been issued to Gulf Coast and BG Holdings were returned
     to treasury;

(ii) Advantage Fund LLC and its designees  exercised the Class A Warrants and we
     issued to them a total of 22,142,847 shares of our restricted common stock.
     The sales of these  securities were made pursuant to an exemption  provided
     by Section 4(2) of the Securities Act of 1933;

(iii) the Class B Warrants were retired;

(iv) the principal amount of the debentures was increased to $337,195;

(v)  the  interest  rate  of the  debentures  was  reduced  to 6%  and  is  paid
     quarterly; and

(vi) the due date of the debentures was extended until June 15, 2005. Payment of
     the  debentures  is secured by our assets.  Holders of the  debentures  may
     choose to accept  shares of our common  stock in lieu of cash in payment of
     the  principle  amount  and any  interest  accrued  thereon.  If all of the
     debenture  holders demanded that principle and interest be paid with shares
     of our  common  stock,  we would  issue a number of shares of common  stock
     equal  to  the  amount  of  principle  and  interest  owed  divided  by the
     "Conversion Price", which is defined in the debenture as an amount equal to
     the lesser of the average of the three lowest  closing bid prices per share
     for the common stock,  as reported on the OTC Bulletin Board, or such other
     public market that the common stock is then traded,  during either: (i) the
     30 trading days prior to the closing of the sale of the debentures; or (ii)
     the 30 trading  days prior to the date of  conversion.  The  average of the
     three lowest  closing bid prices per share for the common stock on the date
     of closing was $0.02.  Therefore,  if all the  principle  and interest owed
     pursuant to the debentures was paid with common stock, the number of shares
     of common stock we would be required to issue would be 22,510,600 shares.



                                       6


During the 2003 fiscal year, 68,142,000 shares of our common stock were issued
to the following individuals:

o    8,250,292 shares were issued to our Chief Executive  Officer and President,
     George Lovato;

o    5,800,000 shares were issued to our Chief Financial Officer, Don White;
o    2,000,000  shares were issued to Dr. David  Poling,  a member of our Board of
     Directors;

o    249,708 shares were issued to various other employees; and

o    51,842,000 shares were issued to various consultants.

All of this stock was issued in lieu of cash compensation for services rendered
or as a bonus for extraordinary services rendered. The common stock was issued
at an average price of $0.07 per share to employees, officers and directors for
total services valued at $551,500 and to consultants for total services valued
at $1,912,697. These transactions were made pursuant to an exemption provided by
Section 4(2) of the Securities Act of 1933.

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

Forward-looking statements in this report are made pursuant to the safe
harbor provided in Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Such forward-looking statements involve
risks and uncertainties, including, without limitation, continued acceptance of
the company's products, increased levels of competition for the products and
technological changes, the Company's dependence upon third party suppliers,
intellectual property rights, and other risks detailed from time to time in the
Company's periodic reports filed with the Securities and Exchange
Commission.


Management's discussion and analysis of results of operations and financial
condition are based upon our financial statements. These statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America. These principles require management to make certain
estimates, judgments and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates based on
historical experience and various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

GENERAL

We were incorporated in Colorado in April 1997. We are a multi-media publishing
company. Our primary business is the publication and sale of audio books, but we
also offer print books and electronic books. Thus far, all of our revenues have
been earned from the sale of audio books.

In July 2001 we acquired Corporate Media Group, Inc. in an attempt to vertically
integrate our reproduction and duplication activities as they relate to our
audio book operation. The consideration for the acquisition consisted of 772,000
shares of our common stock that we issued to Richard and Susan Durand and other
key employees. Additionally, we issued 245,827 shares of our common stock,
valued at approximately $98,328 or $0.40 per share, to two creditors of
Corporate Media Group, Inc., in payment of existing debt. After we made this
acquisition, we raised $150,000 through the sale of our common stock in a
private placement, borrowed $385,000 from officers and directors and engaged in
two separate convertible debenture transactions that yielded $240,000. Over 70%
of these funds were contributed to Corporate Media Group, Inc. as working
capital to supplement the purchase of raw materials for ongoing orders and
payroll. We discontinued the operations of Corporate Media Group, Inc. in April
2002. This action was taken due to a 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, due to a decline in sales
that we believe was due partially as a result of a decline in quality control
and partially as a result of the terrorist attacks of September 11, 2001,
Corporate Media Group, Inc. was unable to support either increased debt service
or its general day-to-day operating expenses. We then caused Corporate Media
Group, Inc. to file for protection under the provisions of Chapter 7 of the US
Bankruptcy Code on August 5, 2003.


                                       7


We currently have limited internal and external sources of liquidity. At this
time, aside from what we will spend on the production of audio masters, we have
made no material commitment for capital expenditures. During the year ended
December 31, 2002, we spent approximately $79,606 for the production of audio
masters. During the 2003 fiscal year, we anticipate that we will spend
approximately $110,000 on audio masters, and that they will represent our only
capital expenditure. This increase is due to the increase in the number of
titles we have available.

Other than the general decline in the economy of the United States, which
affects the discretionary spending of consumers, and the uncertainty related to
whether or not we will be able to raise working capital when we need it, we do
not know of any trends, events or uncertainties that are expected to have a
material impact on our net sales and income from continuing operations. Sales of
our books are not seasonal in nature, although we may experience an increase in
sales during the year-end holidays.

RESULTS OF OPERATIONS

Year Ended December 31, 2003, Compared to Year Ended December 31, 2002.

Our revenues from operations for the year ended December 31, 2003 were
$1,277,572 as compared to revenues of $640,848 for the year ended December 31,
2002, an increase of 199%. Revenues increased due to the increased sales of our
audio books that resulted from the placement of our products in truck stops.

Our gross profit from operations for the fiscal year ended December 31, 2003
increased to $792,690 as compared to $537,328 for the fiscal year ended December
31, 2002. Our gross margin percent decreased to 67% in fiscal year 2003 from
83.8% in fiscal year 2002. The increase in gross profit from operations is
attributable to our increased sales while the decrease in gross margin percent
is attributable to the decrease in unit sales price which resulted from a reduction
in our per unit sales price in order to move inventory.

Selling, general and administrative costs increased by $1,003,821, to $3,162,960
for the year ended December 31, 2003 as compared to $2,159,139 for the year
ended December 31, 2002, a 46% increase. This increase is primarily attributable
to an increase in the amount of stock compensation granted in lieu of cash
compensation to officers, directors and consultants.

General and administrative expenses consist primarily of salaries and related
expenses for executive, finance and other administrative personnel, recruitment
expenses, professional fees and other corporate expenses, including business
development.

Interest expense decreased during the year ended December 31, 2003 by $61,804 to
$0 as compared to $61,804 for the year ended December 31, 2002, a decrease of
100%. The decrease in interest expense during the year ended December 31, 2003
was realized as a result of Corporate Media Group, Inc.'s filing bankruptcy,
thus eliminating the Company's need to pay the subsidiary's interest expense.

Our total loss from operations was $2,481,724 for the year ended December 31,
2003 as compared to a loss from operations of $1,724,162 for the year ended
December 31, 2002, an increase of $757,562. The increase in net loss from
operations was primarily attributable to issuance of shares of common stock as
compensation expense and consulting expense.

Loss from discontinued operations was $0 for the year ended December 31, 2003 as
compared to a loss from discontinued operations of $829,552 for the year ended
December 31, 2002. The loss from discontinued operations declined in the year
ended December 31, 2002 because Corporate Media Group, Inc. ceased operations in
April 2002.

Our net loss for the year ended December 31, 2003 was $2,520,972 as compared to
$2,615,518 in net loss for the year ended December 31, 2002. The reduction in
net loss came as a result of the termination of Corporate Media Group, Inc. as
an operating entity in April 2002, and our increased sales.

                                       8


GOING CONCERN

Our financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. During the years ended December 31, 2003 and
2002, we incurred losses of $2,520,972 and $2,615,518, respectively. In
addition, as of December 31, 2003, our total current liabilities exceeded our
total current assets by $2,895,438, and our shareholders' deficit was
$2,525,828. These factors, among others, raise substantial doubt about our
ability to continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2003 we had $30,790 in cash on hand. Our primary source of cash during
the year ended December 31, 2003 came from operations. All of our assets have
been pledged to two creditors. At December 31, 2003 we had a net loss from
continuing operations of $2,520,972.

Net cash provided by operating activities during the year ended December 31,
2003 was $196,432 as compared to $407,614 of net cash used in operating
activities during the year ended December 31, 2002, an increase of $604,446 that
is primarily attributable to our decision to discontinue the operations of
Corporate Media Group, Inc.

Net cash used in investing activities totaled $206,586 for the year ended
December 31, 2003 as compared to net cash used in investing activities in
the amount of $28,981 for the year ended December 31, 2002. Cash was used for
the purchase of audio tape and CD stock for master recordings and for studio
time and voice talent during the fiscal year ended December 31, 2003. During the
year ended December 31, 2002, cash in the amount of $28,981 was used for the
purchase of property and equipment.

Net cash provided by financing activities totaled $40,944 for the year ended
December 31, 2003 as compared to net cash provided by financing activities
totaling $431,540 for the year ended December 31, 2002. The Company sold
2,500,000 shares of its common stock for $50,000 to two individual consultants
on September 30, 2003, pursuant to the exercise of certain consultant options
with an exercise price of $0.02 per share. The Company also borrowed $20,000
pursuant to three 6% Senior Secured Convertible Debentures from individual
investors, Addison Adams, Erick Richardson, and Nimish Patel, in the amounts of
$5,000, $10,000 and $5,000, respectively. Copies of the debentures are attached
hereto as Exhibits 10.25, 10.26 and 10.27. Addison Adams, Erick Richardson, and
Nimish Patel are partners of Richardson & Patel LLP, counsel to the Company.


During the year ended December 31, 2002, we also paid $0 in interest expense
relating to obligations of our subsidiary, Corporate Media Group, Inc.

Our attainment of profitable operations is dependent upon our ability to fully
implement our business plan, which anticipates the expansion of our business
through the acquisition of other publishers and complementary businesses, such
as a printing company that owns a 6-color sheet fed press and a book binding
company, obtaining adequate financing when we need it and achieving a level of
sales adequate to support our operations.

We plan to acquire companies by using shares of our common stock, although we
are not presently engaged in any negotiations with, nor do we have any
commitments to, any person or entity to acquire any business or assets. We
believe that active trading of our common stock will be important to the
principals of target companies and future acquisitions may be dependent on the
active trading of our common stock. However, our common stock has not been
actively traded and, if our common stock continues to trade flatly, we may not
be able to make acquisitions.

During the next 12 months we will finance our operations primarily through
revenues from sales of our products although, if our revenues are inadequate, we
will be required to seek additional funds through sales of our securities or
from related party loans. We currently have no commitments for future financing,
and we cannot guarantee that we will be successful in raising additional capital
when we need it. If we need money for our operations but we are not successful
in generating sufficient revenues, raising money through the sale of our
securities or borrowing money, we may be required to significantly curtail, or
to cease, our operations.

We plan to increase revenues by continuing to acquire new titles and by looking
for niche markets for our products. We recently began placing our products in
truck stops throughout the United States. We may also develop other types of
products that are attractive to purchasers in the truck stop market.

                                       9


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

In September, October and November 2001 our director, Jerome Ruther, loaned us
$100,000, $100,000 and $100,000, respectively. Each loan accrues interest at the
rate of 30% per year. Interest is to be paid monthly and principle is to be paid
one year from the date of the loan. This obligation is currently in default, as
no payments of principle or interest have been paid toward this obligation. To
date, no demand for payment or attempt to collect this obligation has been made
by Mr. Ruther. Payment of each of these obligations is secured with 500,000
shares of our common stock.

In December 2001 our Chief Financial Officer and director, Don White, loaned us
$10,000. The loan accrues interest at the rate of 30% per year. Interest is to
be paid monthly and principle is to be paid one year from the date of the loan.
This obligation is currently in default, as no payments of principle or interest
have been paid toward this obligation. To date, no demand for payment or attempt
to collect this obligation has been made by Mr. White. Payment of this
obligation is secured with 100,000 shares of our common stock.

A shareholder loaned us $50,000, $2,500 and $25,000 in September 2002, November
2002 and December 2002, respectively. Each loan accrues interest at the rate of
30% per year. Interest is to be paid monthly and principle is to be paid three
years from the date of the loan. We are making the monthly interest payments
toward these obligations as scheduled.

In March 2002, we entered into an agreement with Karim Amiryani, Douglas W.
Jordan, Douglas W. Jordan Defined Benefit Pension Plan, Norman Ross, Tel Pro
Marketing, Stranco Investments and Vestcom to purchase from us $140,000 in
principal amount of 10% convertible debentures. Subsequently, these 10%
convertible debentures were cancelled and replaced with 12% senior convertible
debentures. These debentures, along with the debentures we issued on April 1,
2002, were restructured pursuant to the agreement described in the section below
titled "Subsequent Events".

We entered into a securities purchase agreement, as of April 1, 2002, with a number of
investors who agreed to purchase an aggregate of $200,000 in principal amount of
our 12% senior secured convertible debentures, which were to mature on April
2003. Together with such debentures, the investors were also issued Class A
warrants and Class B warrants. This agreement was restructured on June 15, 2003,
as described in the section below titled "Subsequent Events". Pursuant to the
restructuring agreement, the principal amount of the debentures was increased to
$337,195, the interest rate of the debentures was reduced to 6% and is paid
quarterly and the due date of the debentures was extended until June 15, 2005.
Payment of the debentures is secured by our assets.  As a result of a missed
payment, the interest rate on the debenture was increased on August 21, 2003
from 6% to 18%.

                                       10


As of April 30, 2002, the date that its operations were closed, our subsidiary,
Corporate Media Group, Inc., had outstanding obligations of approximately
$3,600,000. These obligations included a $600,000 line of credit with Volunteer
National Bank and various capital lease agreements. The line of credit was
secured by all of Corporate Media Group, Inc.'s inventory, furniture, fixtures,
equipment and other assets and the capital leases were secured by the equipment
being leased. Corporate Media Group, Inc. defaulted on all of these obligations,
resulting in foreclosure actions by its secured creditors. At the time it filed
a petition in bankruptcy, Corporate Media Group, Inc. had over 100 creditors.
Below is a table listing those creditors of Corporate Media Group, Inc. that had
claims in excess of $10,000:

Name of Vendor and Obligation                             Amount Owed
Accountemps (Temporary Labor)                              $  12,671
Ambrose Printing Co. (Printing and distribution)              63,464
Americana Publishing, Inc. (Legal claim)                     610,051
American Multimedia, Inc.(Merchandise)                        70,795
American Recordable Media (Services)                          17,814
AMI Pro Sound amp; Video, Inc.(Video reproduction)            19,170
Blair Industries, Inc. (Merchandise)                          18,354
Callahan Packaging & Fulfillment (Product assembly)       22,063
Caterpillar Financial Services (Equipment lease)              17,340
Challenge Printing, Inc. (Printing)                           47,424
Cinram, Inc. (Distribution)                                  137,496
Citibank Gold Aadvantage (Merchandise/Loan)                   23,774
Colour Works (Distribution)                                   10,477
Deutsche Financial Services (Equipment lease)                 86,455
Disc Graphics Inc. (Duplication services)                     27,630
DBX Video Tapes, Inc. (Duplication services)                 836,083
DBX Videotapes of Georgia LLC (Duplication services)          62,611
Eva-Tone, Inc. (Printing services)                            31,350
First USA Bank, NA (Merchandise)                              27,897
First Volunteer Bank (Loan)                                  201,249
L & M Optial Disc, LLC (Disk production)                 164,057
LG Electronics, Inc. (Services)                               19,969
Maureen Hensley Packaging Design (Services)                   10,087
Mellex International Corp. (Services)                         27,026
Old Dominion Freight Lines (Freight costs)                    11,495
Richard and Susan Durand (Real property lease)               250,000
Sony Disc Manufacturing (Merchandise)                         43,639
Sony Financial (Equipment Lease)                             243,687
Symmetry Group, Inc. (Video tapes)                           115,686
T.A.P.E. (Services)                                           14,361
United Parcel Service (Freight charges)                       40,471
US Bancorp Card Services, Inc. (Merchandise)                  31,409
Vaughn Associates (Video tapes)                               29,909
WEA Manufacturing (Merchandise)                               76,198
Yellow Freight Systems, Inc. (Freight)                        28,168

SUBSEQUENT EVENTS

On February 1, 2004, the Company leased from B.H. Capital, Ltd., certain
duplicating equipment sufficient to permit Americana to perform all of its
duplicating needs, thus eliminating the necessity for subcontracting this task.
The lease agreement provides for a one year lease at the rate of $1,500.00 per
month ending January 1, 2005.

On August 2, 2003 Corporate Media Group, Inc., our subsidiary filed for relief
under Chapter 7 of Title 11, United States Bankruptcy Code for the Eastern
District of Tennessee, Case No. 03-15217.

                                       11


Recently Issued Accounting Pronouncements

In December of 2003 the Financial Accounting Standard Board ("FASB") revised
SFAS #132.

This Statement revises employers' disclosures about pension plans and other
postretirement benefit plans. It does not change the measurement or recognition
of those plans required by FASB Statements No. 87, Employers' Accounting for
Pensions, No. 88, Employers' Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits, and No. 106,
Employers' Accounting for Postretirement Benefits Other Than Pensions. This
Statement retains the disclosure requirements contained in FASB Statement No.
132, Employers' Disclosures about Pensions and Other Postretirement Benefits,
which it replaces. It requires additional disclosures to those in the original
Statement 132 about the assets, obligations, cash flows, and net periodic
benefit cost of defined benefit pension plans and other defined benefit
postretirement plans. The required information should be provided separately for
pension plans and for other postretirement benefit plans.

The Company does not expect adoption of SFAS #132 to have a material impact, if
any, on its financial position.

In April of 2003 the Financial Accounting Standards Board ("FASB") issued SFAS
#149.

This Statement amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in
other contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities.

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

In May of 2003 the Financial Accounting Standards Board ("FASB") issued SFAS
#150.

This Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. Some of the provisions
of this Statement are consistent with the current definition of liabilities in
FASB Concepts Statement No. 6, Elements of Financial Statements. The remaining
provisions of this Statement are consistent with the Board's proposal to revise
that definition to encompass certain obligations that a reporting entity can or
must settle by issuing its own equity shares, depending on the nature of the
relationship established between the holder and the issuer. While the Board
still plans to revise that definition through an amendment to Concepts Statement
6, the Board decided to defer issuing that amendment until it has concluded its
deliberations on the next phase of this project. That next phase will deal with
certain compound financial instruments including puttable shares, convertible
bonds, and dual-indexed financial instruments.

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

Results of Operations

Calendar Year Ended December 31, 2003 Compared to Calendar Year Ended December
31, 2002

Revenue increased from $648,848 to $1,277,572 due to the sale of audio books
through our truck stop program. During this same period, total operating expense
increased from $2,261,490 to $3,162,960. Of this expense $2,464,167 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, 2003 and 2002, the Company (as
defined in Note 3) incurred losses of $2,520,972 and $2,615,118, respectively.
In addition, as of December 31, 2003, its total current liabilities exceeded its
total current assets by $2,894,438, and its shareholders' deficit was
$2,525,828. 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.



                                       12

Item 7. Financial Statements

Financial Statements

CONTENTS                                                                       Page

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



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

Singer Lewak Greenbaum & Goldstein LLP, the independent accountants we had
engaged as the principal accountants to audit our consolidated financial
statements was dismissed effective October 16, 2002. On October 18, 2002, we
engaged Philip H. Salchli, CPA as our principal independent accountant to audit
our consolidated financial statements for the year ending December 31, 2002.

The decision to change our independent accountants from Singer Lewak Greenbaum &
Goldstein LLP to Philip H. Salchli, CPA was approved by our Board of Directors.

The report of Singer Lewak Greenbaum & Goldstein LLP on our financial statements
as of and for the year ended December 31, 2001 did not contain an adverse
opinion, or a disclaimer of opinion, however the report was modified as to our
ability to continue as a going concern. During the one-year period ended
December 31, 2001, and the interim period from January 1, 2002 through the date
of dismissal, we did not have any disagreements with Singer Lewak Greenbaum &
Goldstein LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Singer Lewak Greenbaum & Goldstein LLP,
would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports.

Prior to retaining Singer Lewak Greenbaum & Goldstein LLP, our financial
statements were prepared by Null Lairson CPA, PC. The reports of Null Lairson
CPA, PC on our financial statements for the year ended December 31, 2000 did not
contain an adverse opinion, or a disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles. During the
two year period and any subsequent interim period preceding its dismissal, there
were no disagreements with Null Lairson CPA, PC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Null
Lairson CPA, PC, would have caused Null Lairson CPA, PC to make reference to the
subject matter of the disagreements in connection with its report. Prior to
engaging Philip H. Salchli, CPA, we had not consulted Philip H. Salchli, CPA,
regarding the application of accounting principles to a specified transaction,
completed or proposed, or the type of audit opinion that might be rendered on
our financial statements.

                 Item 8A. DISCLOSURE CONTROLS AND PROCEDURES

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

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

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

                                       13


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

                                    PART III

           Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

                                   Management

Name                            Age              Position

George Lovato, Jr.              47               CEO/Chairman/President
Don White                       52               Director/CFO/Vice President
David Poling                    74               Director/Vice President
Jay Simon                       44               Director/Secretary/Treasurer
Jerome Ruther                   69               Director
Lowell S. Fixler                69               Advisor to the Board
Philippe de La Chapelle         61               Advisor to the Board
Stedman Walker, Ltd.            N/A              Advisor to the Board/Consultant

All Directors of the Company will hold office until the next annual meeting of
shareholders of the Company or until their successors are duly elected and
qualified.  None of our Diretors, nor our outsider Advisors currently receive
any form of cash compensation for their participation on the Company's Board
of Directors.  At the chairmans discression he may award 144 stock and or stock options
to the Directors in lieu of cash compensation for services rendered.

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

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

No individual on our Board of Directors possesses all of the attributes of an
audit committee financial expert and no one on our Board of Directors is deemed
to be an audit committee financial expert. In forming our Board of Directors, we
sought out individuals who would be able to guide our operations based on their
business experience, both past and present, or their education. Our business
model is not complex and our accounting issues are straightforward.
Responsibility for our operations is centralized within management, which is
comprised of four people. We rely on the assistance of others, such as our
accountant, to help us with the preparation of our financial information. We
recognize that having a person who possesses all of the attributes of an audit
committee financial expert would be a valuable addition to our Board of
Directors, however, we are not, at this time, able to compensate such a person
therefore, we may find it difficult to attract such a candidate.

BIOGRAPHICAL INFORMATION


George Lovato, Jr.

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

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

Don White

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

                                       14


Dr. David Poling

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

Jay Simon

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

Jerome Ruther

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

Lowell S. Fixler, Advisor to the Board of Directors

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

Philippe de La Chapelle, Advisor to the Board of Directors

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

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

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

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

To our knowledge, based solely upon review of the copies of such reports
received or written representations from the reporting persons, we believe that
during our 2003 fiscal year our directors, executive officers and persons who
own more than 10% of our common stock complied with all Section 16(a) filing
requirements, except that: George Lovato filed a Form 4 late 7 times, Jay Simon
filed a Form 4 late 1 time, Don White filed a Form 4 late 2 times, and David
Poling failed to file a Form 4 and Form 5.

CODE OF ETHICS

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

                                       15


                        Item 10. EXECUTIVE COMPENSATION

The following table shows the compensation paid over the past three fiscal years
with respect to: (i) the Company's President as of the end of the 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
         Name                                    Annual   Restricted   Securities   LTIP       All
          And                                    Compen   Stock        Underlying   Payouts    Other
       Principal             Salary     Bonus    sation   Award(s)     Options      SARs(1)    Compen
       Position       Year     ($)       ($)       ($)       ($)                    ($)        sation

     George Lovato
     CEO/Director     2003        0         0         0   285,000(2)      0         0         0
                      2002  604,520(3)      0         0    35,000         0         0         0
                      2001  141,000         0         0   264,000         0         0         0
       Jay Simon
Sec/Treas/Director
                      2003        0         0         0         0         0         0         0
                      2002        0         0         0         0         0         0         0
                      2001        0         0         0   138,000         0         0         0
     David Poling
V. President/Director
                      2003        0         0         0    25,000(4)      0         0         0
                      2002  140,000(5)      0         0    17,500         0         0         0
                      2001        0         0         0    94,000         0         0         0

     Jerome Ruther    2003        0         0         0         0         0         0         0
       Director (2)   2002        0         0         0         0         0         0         0
                      2001   15,000(6)      0         0   205,500   328,000         0         0

      Don White       2003        0         0         0   160,000(7)      0         0         0
                      2002  420,583(8)      0         0    17,500         0         0         0
    CFO/Director      2001   22,500         0         0   329,000         0         0         0

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

(2)  Based on the closing  price of our common stock on December  31,  2003,  of
     $0.02 per share,  the awards have a value of $5,700.  The restricted  stock
     will be paid dividends on a pari-passu  basis with all other  stockholders,
     if ever. The restricted stock vests on the date of the grant.

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

(4)  Based on the closing  price of our common stock on December  31,  2003,  of
     $0.02 per share, the awards have a value of $500. The restricted stock will
     be paid  dividends on a pari-passu  basis with all other  stockholders,  if
     ever. The restricted stock vests on the date of the grant.

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

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

(7)  Based on the closing  price of our common stock on December  31,  2003,  of
     $0.02 per share,  the awards have a value of $3,200.  The restricted  stock
     will be paid dividends on a pari-passu  basis with all other  stockholders,
     if ever. The restricted stock vests on the date of the grant.

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


No stock options were granted or exercised by any executive officer during the
fiscal year ended December 31, 2003.

                                       16


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

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

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

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


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

George Lovato, Jr             Common        12,144,000                   12.1%
12310 Claremont NE
Albuquerque, NM  87112

Don White                     Common         6,200,000                    6.1%
8106 Devonwood
Huston, TX  77070

Jerome Ruther                 Common         1,075,000                    1.0%
1208 North Summit Drive
Santa Fe, NM  87501

Jay Simon                     Common           400,000                     .4%
5528 E. Cheryl Drive
Paradise Valley, AZ  85253

David Poling                  Common         2,762,300                    2.7%
3616 San Rio Place NW
Albuquerque, NM  87107

Total Shares of Officers and
Directors as a Group          Common        22,581,300                   22.5%

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


                                       17


             Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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

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

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

                                       18



                    Item 13. EXHIBITS AND REPORTS ON FORM 8-K

          3.1(i) - Articles of  Incorporation,  incorporated  by references from
               the  registrant's  Form  10-SB  filed  with  the  Securities  and
               Exchange Commission on April 15, 1999.
          3.2(ii) - Bylaws,  incorporated  by references  from the  registrant's
               Form 10-SB filed with the Securities  and Exchange  Commission on
               April 15, 1999.
          10.1 - Security  Agreement and Power of Attorney to Langsam Borenstein
               Partnership, ("Purchaser" by Americana Publishing, Inc.
               ("Seller") filed with the Securities and Exchange Commission on
               October 23,2003.
          10.2 - Agreement with Karim  Amiryani,  Douglas W. Jordan,  Douglas W.
               Jordan  Defined  Benefit  Pension  Plan,  Norman  Ross,  Tel  Pro
               Marketing, Stranco Investment and Vestcom for the purchase of 12%
               Convertible Debentures, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.3 -  Restructure  Agreement  between  Advantage  Fund  I,  LLC  and
               Americana Publishing, Inc., filed with the Securities and Exchange Commission on
               October 23,2003.
          10.4 -  6%  Senior  Secured   Convertible   Debenture  issued  by  the
               registrant in favor of Advantage Fund I, LLC, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.5 -  Convertible  Debenture  dated  September  13, 2001 in favor of
               Jerome Ruther, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.6 - Convertible Debenture dated October 12, 2001 in favor of Jerome
               Ruther, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.7 -  Convertible  Debenture  dated  November  21,  2001 in favor of
               Jerome Ruther, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.8 -  Convertible  Debenture  dated  September  2002 in  favor of S.
               Fixler, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.9 - Convertible Debenture dated October 2002 in favor of Don White,
               filed with the Securities and Exchange Commission on
               October 23,2003.
          10.10-  Convertible  Debenture  dated  December  2002 in  favor  of S.
               Fixler, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.11- Promissory  Note dated  December 5, 2001 in favor of Don White,
               filed with the Securities and Exchange Commission on
               October 23,2003.
          10.12- Lease  between  Americana  Publishing,  Inc. and B. H. Capital,
               Inc.  for  premises  located  at 303 San  Mateo NE,  Suite  104A,
               Albuquerque, New Mexico, filed with the Securities and Exchange Commission on
               October 23,2003.
          10.13- Lease between Americana  Publishing,  Inc. and Tierra Americana
               Real  Estate,  LLC for  premises  located at 142  Truman  Street,
               Albuquerque,  New  Mexico,  incorporated  by  reference  from the
               registrant's  Form  10-KSB  (File No.  000-25783)  filed with the
               Securities and Exchange Commission on February 25, 2000.
          10.14- Lease between  Corporate Media Group,  Inc. and Rick Durand for
               premises located at 142 Lupton Lane, Cleveland,  Tennessee, filed
               with the Securities and Exchange Commission on October 23,2003.
          10.15- Employment  Agreement  between Americana  Publishing,  Inc. and
               George Lovato,  incorporated  by reference from the  registrant's
               Form 10-SB filed with the Securities  and Exchange  Commission on
               April 15, 1999.
          10.16- Employment  Agreement  between Americana  Publishing,  Inc. and
               Don White,  incorporated by reference from the registrant's  Form
               10-KSB  (File  No.  000-25783)  filed  with  the  Securities  and
               Exchange Commission on February 25, 2000.
          10.17-  Americana  Publishing,  Inc.  2000 Stock  Purchase  and Option
               Plan, incorporated by reference to the registrant's  registration
               statement  on Form S-8  (File  No.  333-  48408)  filed  with the
               Securities and Exchange Commission on October 23, 2000.
          10.18-  Americana   Publishing,   Inc.  2003  Equity  Incentive  Plan,
               incorporated  by  reference  from the  registrant's  registration
               statement  on Form  S-8  (File  No.  333-105369)  filed  with the
               Securities and Exchange Commission on May 19, 2003.
          10.19- Corporate Finance  Consulting  Agreement between the registrant
               and B. H.  Capital  Ltd.,  incorporated  by  reference  from  the
               registrant's  Form 10-SB filed with the  Securities  and Exchange
               Commission on April 15, 1999.
          10.20-  Form  of  12%  Senior  Secured  Convertible  Debenture,  filed
               with the Securities and Exchange Commission on October 23,2003.
          10.21- Form of Class A  Warrant  issued to BG  Holdings,  LLC and Gulf
               Coast Advisors, Ltd., filed with the Securities and Exchange Commission on
               October 23,2003.
          10.22- Form of Class B  Warrant  issued to BG  Holdings,  LLC and Gulf
               Coast Advisors, Ltd., filed with the Securities and Exchange Commission on
               October 23,2003.
          10.23- Form of Class A Warrant  issued to Toscana Group,  Inc.,  filed
               with the Securities and Exchange Commission on October 23,2003.
          10.24- Form of Class B Warrant  issued to Toscana Group,  Inc.,  filed
               with the Securities and Exchange Commission on October 23,2003.
          10.25 - 6% Senior Secured Convertivle Debenture issued to Addison Adams,
                December 18, 2003, filed herewith
          10.26 - 6% Senior Secured Convertivle Debenture issued to Nimish Patel,
                December 18, 2003, filed herewith
          10.27 - 6% Senior Secured Convertivle Debenture issued to Erick Richardson,
                December 18, 2003, filed herewith
          10.28 - Equipment lease between Americana Publishing, Inc. and B.H.
                  Capital Limited, LLC, filed herewith
          14.  - Code of Ethics filed herewith
          16.  - Letter on  change in  certifying  accountant,  incorporated  by
               reference  from the  Current  Report on Form 8-K  filed  with the
               Securities  and Exchange  Commission by the registrant on October
               22, 2002.
          23.  - Consent of Independent Auditor, filed herewith.
          31.1 - Certification  of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a),
               filed with the Securities and Exchange Commission on March 29, 2004.
          31.2 - Certification  of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a),
               filed with the Securities and Exchange Commission on March 29, 2004.
          32.1 -  Certification  of Chief Executive Officer Pursuant  to  Section  1350 of  Title 18 of the
               United States Code, filed with the Securities and Exchange Commission
               on March 29, 2004.
          32.2 -  Certification  of Chief Financial Officer Pursuant  to  Section  1350 of  Title 18 of the
               United States Code, filed with the Securities and Exchange Commission
               on March 29, 2004.

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

Reports on Form 8-K

The Company filed a Form 8-K, under item 5 on November 21, 2003, relating to a
press release discussing the Company's implementation of various initiatives and
the increase in interest in the Company's library of audio books.

                                       19


                 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth fees billed to us by our auditors during the
fiscal years ended December 31, 2003 and December 31, 2002 for: (i) services
rendered for the audit of our annual financial statements and the review of our
quarterly financial statements, (ii) services by our auditor that are reasonably
related to the performance of the audit or review of our financial statements
and that are not reported as Audit Fees, (iii) services rendered in connection
with tax compliance, tax advice and tax planning, and (iv) all other fees for
services rendered. "Audit related fees" consisted of consulting relating to
accounting issues. "All other fees" consisted of valuation of certain stock
options.

                                             December 31, 2003                 December 31, 2002

(i)         Audit Fees                       $30,000                           $30,000
(ii)        Audit Related Fees               $ 7,500                           $ 7,500
(iii)       Tax Fees                         $     0                           $     0
(iv)        All Other Fees                   $     0                           $ 4,500


                                       20


                                   SIGNATURES

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


                                                        AMERICANA PUBLISHING, INC.


Date: March 29, 2004
                                                        By:/s/George Lovato, Jr.
                                                           George Lovato, Jr., Chairman,
                                                           Chief Executive Officer and
                                                           President



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

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

Name                              Title                             Date


/s/George Lovato, Jr.
George Lovato, Jr.                Chairman, Chief Executive         March 29, 2004
                                  Officer and President


/s/Don White
Don White                         Chief Financial Officer,          March 29, 2004
                                  Director


/s/Dr. David Poling
Dr. David Poling                  Director                          March 29, 2004


/s/Jay Simon
Jay Simon                         Director                          March 29, 2004


/s/Jerome Ruther
Jerome Ruther                     Director                          March 29, 2004


                                       21


Exhibit
31.1

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

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

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

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

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

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

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

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

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

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

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

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


Dated  March 29, 2004



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


                                       22



Exhibit
31.2

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

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

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

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

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

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

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

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

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

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

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

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


Dated  March 29, 2004



                                                        /s/Don White
                                                        Don White
                                                        Chief Financial Officer


                                    23


Exhibit
32.1

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

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

The annual report on Form 10-KSB for the year ended December 31, 2003 of the
Company fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and the information contained in the Form 10-KSB
fairly presents, in all material respects, the financial condition and results
of operations of the Company.

Dated  March 29, 2004



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

                                       24


32.1

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

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

The annual report on Form 10-KSB for the year ended December 31, 2003 of the
Company fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and the information contained in the Form 10-KSB
fairly presents, in all material respects, the financial condition and results
of operations of the Company.

Dated  March 29, 2004



/s/Don White
Don White
Chief Financial Officer


                                       25



                          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, 2003 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, 2003 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 22, 2004


                                      F-1



                     Americana Publishing, Inc. and Subsidiary
                           Consolidated Balance Sheet
                             As of December 31, 2003

ASSETS

Current Assets                                                     2003
                                                                -------------
    Cash and cash equivalents                                $   30,790
    Accounts Receivable, less allowance for doubtful
      accounts of $29,316                                       269,344
    Inventory                                                    83,340
    Prepaid and other current assets                              4,679
    Assets from discontinued operations                       1,519,430
                                                             ---------------

        Total Current Assets                                 $1,907,583

Property and Equipment, net                                     369,616
                                                             ---------------
TOTAL ASSETS                                                 $2,277,199
                                                             ===============
LIABILITIES AND SHAREHOLDER'S DEFICIT

Current Liabilities
    Accounts Payable                                         $  220,102
    Accrued expenses                                            392,696
    Notes Payable                                                22,719
    Notes payable - related parties                              93,782
    Convertible debt - related parties                          387,500
    Liabilities due to discontinued operations                3,686,233
                                                             -------------
       Total current liabilities                              4,803,032

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                  99,998
       (35,268,295 shares held in trust)
    Additional Paid-In Capital                               12,760,818
    Accumulated deficit                                     (15,386,649)
                                                            -------------
        Total shareholder's deficit                          (2,525,833)
                                                            -------------


TOTAL LIABILITIES AND STOCKHOLDER'S DEFICT                  $ 2,277,199
                                                            =============



   The Accompanying Notes are an Integrated Part of these Financial Statements


                                      F-2


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

                                                                          2003               2002

Revenues                                                              $ 1,277,512       $  640,848

Cost of goods sold                                                        484,822          103,520
                                                                      ----------        ----------
Gross profit                                                              792,690          537,328

Operating expenses
     Depreciation and amortization                                        111,484          102,351
     Selling, general, and administrative (including stock-
         based compensation of $2,464,167 and $1,266,641)               3,162,960        2,159,139
                                                                      ----------        ----------
         Total operating expenses                                       3,274,444        2,261,490
                                                                      ----------        ----------
Loss from operations                                                   (2,481,754)     (1,724,162)

Other income (expense)
     Miscellaneous Income                                                  10,393         (61,804)
     Miscellaneous Expense                                                (49,611)              -
                                                                      ----------        ----------
         Total other income (expense)                                     (39,218)        (61,804)

Loss before discontinued operations                                    (2,520,972)     (1,785,966)

Loss from discontinued operations                                                        (829,552)
Impairment of goodwill of discontinued operations                              -                -
                                                                      ----------        ----------
Net loss                                                               (2,520,972)    $(2,615,518)

Basic and diluted loss per share
     From continuing operations                                             (0.04)     $     (0.09)
     From discontinued operations                                               -            (0.04)
                                                                      ----------        ----------
         Total                                                              (0.04)     $     (0.13)
                                                                      ==========        ==========
Basic and diluted weighted-average shares outstanding                  62,505,619      19,603,657
                                                                      ==========        ==========




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


                                      F-3


                   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, 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                             306.000
Issuance of common
   stock in exchange
   for inventory                     250,000               250            67,250                              67,500
Issuance of common
   stock to outside
   consultants in
   exchange for
   services
   rendered                       10,888,601   $        10,888  $        981,167                             992,055
Issuance of common
   stock to employees
   and members of the
   Board of Directors
   for services
   rendered                       3,077,000              3,077           271,509                             274,586
Net Loss                                                                               (2,615,517)        (2,615,517)
Balance, December
   31, 2002                      30,863,837             30,863        10,315,726      (12,865,672)        (2,519,082)
Issuance of common
   stock in exchange
   for cash                         992,560                992            49,008                              50,000
Issuance of common
   stock to outside
   consultants in
   exchange for
   services
   rendered                       51,842,644   $        51,843  $      1,860,854                           1,912,697
Issuance of common
   stock to employees
   and members of the
   Board of Directors
   for services
   rendered                      16,300,000             16,300           535,200                             551,500
Net Loss                                                                               (2,520,972)        (2,520,972)
Balance, December
   31, 2003                      99,999,041             99,998        12,760,785      (15,386,644)        (2,525,858)


                                      F-4


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


                                                                                      2003               2002
Cash flows from operating activities
   Net loss from continuing operations                                            $(2,520,972)         $ (1,785,966)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Depreciation and amortization                                                  111,484               102,352
       Allowance for doubtful accounts                                                      -                26,816
       Issuance of common stock to outside consultants
         in exchange for services rendered                                          1,912,697               992,055
       Issuance of common stock to employees and
         members of the Board of Directors in exchange
         for services rendered                                                        551,500               274,586
       Accounts receivable (Increase) Decrease                                         80,877              (307,126)
       Inventory (Increase) Decrease                                                  (14,094)              (48,886)
       Prepaid and other current assets (Increase) Decrease                             2,791                (1,736)
       Factor payable Increase (Decrease)                                              42,413                62,975
       Accounts payable Increase (Decrease)                                            (4,021)              186,133
       Accrued expenses Increase (Decrease)                                            33,757                94,241
                                                                                   -----------             ---------
Net cash used in operating activities                                                 196,432              (404,556)

Cash flows from investing activities
   Purchase of property and equipment                                                (206,586)              (28,981)
   Exercise of consulting options
50,000                     -
                                                                                    -----------             --------
Net cash provided by (used in) investing activities                                  (156,586)              (28,981)

Cash flows from financing activities
   Payback of notes payable                                                       $    (9,056)      $       125,545
   Proceeds from sale of common stock                                                       -               306,000
                                                                                     ----------             --------
Net cash provided by financing activities                                              (9,056)              431,545
                                                                                     ----------             --------
Net decrease in cash and cash equivalents                                              30,790                (1,992)

Cash and cash equivalents, beginning of year                                                -                 1,992

Cash and cash equivalents, end of year                                            $    30,790       $             -


Supplemental disclosures of cash flow information

   Interest paid - continuing operations                                                    -       $        61,805

   Interest paid - discontinued operations                                                  -       $       110,832

   Income taxes paid                                                                        -       $             -



                                      F-5


                    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.  Americana  Publishing,  Inc. publishes
          books.

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

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

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

                      Total                             $       407,131

          CMG  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 filed  Chapter 7 bankruptcy on            .  In
          addition,  the Company is involved in a lawsuit  with the former owner
          of CMG.


                                      F-6


NOTE 1 - ORGANIZATION AND LINE OF BUSINESS (Continued)

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

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

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

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

          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, 2003
          and 2002,  the  Company  (as  defined  in Note 3)  incurred  losses of
          $2,520,972 and $2,615,518,  respectively.  In addition, as of December
          31, 2003,  its total  current  liabilities  exceeded its total current
          assets by $2,895,438,  and its  shareholders'  deficit was $2,525,828.
          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.


                                      F-7

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         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.


                                      F-8

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

                              Continuing Operations

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

                             Discontinued Operations

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

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

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


                                      F-9

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Advertising Expense
          The  Company  expenses  advertising  in the  period  the  service  was
          incurred.  For the year ended December 31, 2003,  advertising  expense
          for continuing  operations  was  approximately  $3,002.  For the years
          ended December 31, 2002, advertising expense for continuing operations
          was approximately $2,675.

         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, 2003 because the effect would have been anti-dilutive:

                  Stock options outstanding                  600,000
                  Convertible debt                        27,874,684

                      Total                               28,474,684
                                                          ===========
         Estimates
          The preparation of financial  statements  requires  management to make
          estimates and assumptions  that affect the reported  amounts of assets
          and liabilities and disclosure of contingent assets and liabilities at
          the date of the  financial  statements  and the  reported  amounts  of
          revenue and expenses during the reporting period. Actual results could
          differ from those estimates.


                                      F-10

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Concentrations of Risk
          During the year ended  December 31, 2003, the Company had net sales to
          five major customers that  represented  29%, 20%,13%, 5% and 5% of net
          sales.

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

          Recently Issued Accounting Pronouncements

          In December of 2003 the Financial  Accounting  Standard Board ("FASB")
          revised SFAS #132.

          This Statement revises employers'  disclosures about pension plans and
          other postretirement benefit plans. It does not change the measurement
          or  recognition  of those plans  required by FASB  Statements  No. 87,
          Employers' Accounting for Pensions,  No. 88, Employers' Accounting for
          Settlements and  Curtailments of Defined Benefit Pension Plans and for
          Termination   Benefits,   and  No.  106,  Employers'   Accounting  for
          Postretirement  Benefits Other Than Pensions.  This Statement  retains
          the  disclosure  requirements  contained  in FASB  Statement  No. 132,
          Employers'   Disclosures  about  Pensions  and  Other   Postretirement
          Benefits,  which it replaces.  It requires  additional  disclosures to
          those in the  original  Statement  132 about the assets,  obligations,
          cash flows,  and net periodic  benefit cost of defined benefit pension
          plans and other defined  benefit  postretirement  plans.  The required
          information  should be provided  separately  for pension plans and for
          other postretirement benefit plans.

          The Company  does not expect  adoption of SFAS #132 to have a material
          impact, if any, on its financial position.

          In April of 2003 the Financial  Accounting  Standards  Board  ("FASB")
          issued SFAS #149.

          This Statement amends and clarifies financial accounting and reporting
          for derivative  instruments,  including certain derivative instruments
          embedded in other contracts  (collectively referred to as derivatives)
          and for hedging  activities  under FASB Statement No. 133,  Accounting
          for Derivative Instruments and Hedging Activities.

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

          In May of 2003 the  Financial  Accounting  Statndards  Board  ("FASB")
          issued SFAS #150.

          This Statement  establishes standards for how an issuer classifies and
          measures certain financial  instruments with  characteristics  of both
          liabilities  and  equity.  It  requires  that  an  issuer  classify  a
          financial  instrument  that is within its scope as a liability  (or an
          asset  in  some   circumstances).   Many  of  those  instruments  were
          previously  classified  as  equity.  Some  of the  provisions  of this
          Statement are consistent with the current definition of liabilities in
          FASB Concepts Statement No. 6, Elements of Financial  Statements.  The
          remaining provisions of this Statement are consistent with the Board's
          proposal to revise that  definition to encompass  certain  obligations
          that a  reporting  entity can or must settle by issuing its own equity
          shares,  depending  on  the  nature  of the  relationship  established
          between  the holder and the  issuer.  While the Board  still  plans to
          revise that definition  through an amendment to Concepts  Statement 6,
          the  Board  decided  to  defer  issuing  that  amendment  until it has
          concluded its  deliberations  on the next phase of this project.  That
          next  phase  will deal with  certain  compound  financial  instruments
          including   puttable  shares,   convertible  bonds,  and  dual-indexed
          financial instruments.

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

                                      F-11


          Stock Option Plan
          In June  2000,  the Board of  Directors  approved  the  adoption  of a
          non-qualified and incentive stock option plan, the 2000 Stock Purchase
          and  Option  Plan  (the  "Plan").  The  Plan is  intended  to  provide
          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.

         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, 2001        3,075,000        $     0.24
                                                                ==========

                           Exercisable, December 31, 2001        3,075,000        $     0.24
                                                                ==========

                 Outstanding, December 31, 2001                  3,075,000           $  0.24
                      Granted                                            0
                      Forfeited                                     75,000
                                                                ----------
                           Outstanding, December 31, 2002        3,000,000           $  0.24
                                                                ==========

                           Exercisable, December 31, 2002        3,000,000           $  0.24

                  December 31, 2003
                        Forfeited                                2,400,000


                           Outstanding and Excercisable         600,000              $  0.17
                                                                ==========

     The exercise  prices for the options  outstanding  at December 31, 2003 was
     $0.17, 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

         $      0.17                 600,000           600,000        1.00 years  $          0.17  $           0.17
                                  ---------         ---------
                                   600,000           600,000
                                   =========         =========


         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:

                                                                 2002
                  Net loss
                      As reported                         $    (2,238,437)
                      Pro forma                           $    (2,328,437)
                  Basic loss per common share
                      As reported                         $         (0.41)
                      Pro forma                           $         (0.42)

NOTE 4 - PROPERTY AND EQUIPMENT

         Property and equipment at December 31, 2003 consisted of the following:

                              Continuing Operations

                  Audio Production Cost                              450,769
                  Database and circulation list                      239,314
                  Computer equipment                                 140,514
                  Office furniture and fixtures                       71,073
                  Web site development                                44,663
                  Leasehold improvements                               5,299
                  Other                                               38,616
                                                                     -------
                                                                     990,248

                  Less accumulated depreciation and amortization     620,632
                                                                     -------
                      Total                                       369,616
                                                                     =======

          Depreciation  and amortization  expense for continuing  operations was
          $111,484  and $102,351 for the years ended  December 31, 2003 and 2002,
          respectively.

                             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
          $0 and  $141,094  for the  years  ended  December  31,  2003 and 2002,
          respectively.

                                      F-12



NOTE 5 - NOTES PAYABLE - RELATED PARTIES - DISCONTINUED OPERATIONS

          At December 31, 2003, 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,  2003,  the  amounts  due
          aggregated to $48,751.


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, 2003 (see Note 12).

          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  s0atement  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.

          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 $48,000 for the years ended December 31, 2003 and 2002, respectively.

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

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


                                      F-13

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)

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

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

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

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

        Factoring Agreement - Continuing Operations

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

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



                                      F-14

NOTE 8 - SHAREHOLDERS' DEFICIT

         Common Stock
          During the years ended  December  31, 2003 and 2002,  the Company sold
          992,560  and  2,011,666  shares,  respectively,  of  common  stock for
          $50,000 and $306,000,  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, 2003 and 2002, the Company issued
          16,300,000  and  3,077,000  shares,  respectively,  of common stock to
          employees and members of its Board of Directors for services rendered.
          Compensation  expense of $551,500 and  $274,586  was recorded  with an
          offset to common stock and additional paid-in capital during the years
          ended December 31, 2003 and 2002, respectively.

         Common Stock (Continued)
          During the years ended  December 31, 2003 and 2002, the Company issued
          51,842,644  and 10,888,601  shares,  respectively,  of common stock to
          outside consultants and companies for services rendered.  These shares
          were  recorded  at their fair  market  value at the time of  issuance.
          Consulting  expense of $1,912,697 and  $992,055  was recorded  with an
          offset to common stock and additional paid-in capital during the years
          ended December 31, 2003 and 2002, respectively.

          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.


                                      F-15

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, 2001        3,075,000        $     0.24
                                                                ==========

                           Exercisable, December 31, 2001        3,075,000        $     0.24
                                                                ==========

                 Outstanding, December 31, 2001                  3,075,000           $  0.24
                      Granted                                            0
                      Forfeited                                     75,000
                                                                ----------
                           Outstanding, December 31, 2002        3,000,000           $  0.24
                                                                ==========

                           Exercisable, December 31, 2002        3,000,000           $  0.24

                  December 31, 2003
                        Forfeited                                2,400,000


                           Outstanding and Excercisable         600,000              $  0.17
                                                                ==========

     The exercise  prices for the options  outstanding  at December 31, 2003 was
     $0.17, 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

         $      0.17                 600,000           600,000        1.00 years  $          0.17  $           0.17
                                  ---------         ---------
                                   600,000           600,000
                                   =========         =========


                                      F-16

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:

                                                                  2002
                  Net loss
                      As reported                         $    (2,238,437)
                      Pro forma                           $    (2,328,437)
                  Basic loss per common share
                      As reported                         $         (0.41)
                      Pro forma                           $         (0.42)



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, 2003 and 2002 was as follows:

                                                                                2003               2002
                  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,  2003,   the  Company  had  net  operating  loss
          carryforwards   for   federal  and  state   income  tax   purposes  of
          approximately  $6,288,069  and  $4,967,972,   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, 2003, the Company issued a total of
          16,300,000  shares of common stock to various Board  members,  various
          officers/Board  members, and the Chairman/majority  shareholder valued
          at $551,500, which represents the fair market value.


NOTE 11 - SUBSEQUENT EVENTS - UNAUDITED

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


                                      F-17

NOTE 11 - SUBSEQUENT EVENTS - UNAUDITED (Continued)

         Litigation (Continued)

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

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

          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.  The stock was valued at $0.035 per share,  the average market
          price for January  2003.  Total  compensation  expense of $280,000 was
          booked during the first quarter of 2003 and relected on the 10Q ending
          March 31, 2003.


                                      F-18`