**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


____________________________




**FORM
      10-KSB**


____________________________




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




**For
      Fiscal Year Ended**


**December
      31, 2006**




Commission
      File #333-124724




**AMERICANA
      DISTRIBUTION, INC.**


(Exact
      name of registrant as specified in its charter)




**Colorado**


(State
      or
      other jurisdiction of incorporation or organization)




**84-1453702**


(IRS
      Employer Identification Number)




18851
                Northeast 29thAvenue, Suite 306,
              Aventura,
                Florida
            33180(Address
                of principal executive offices )
            (Zip
                Code)





(973)
      726-5240


(Registrant’s
      telephone no., including area code)




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




Title
                of each class
            Name
                of each exchange on which
                registered




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




Common
      Stock, $0.001 par value


(Title
      of
      class)




(Former
      name, former address and former fiscal year,


if
      changed since last report)









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




Yes
                x
            Noo




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




Yes
                  x
              Noo






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




Revenues
      for year ended December 31, 2006: $0




Aggregate
      market value of the voting common stock held by non-affiliates of the registrant
      as of April 16, 2007, was: $256,676.




Number
      of
      shares of the registrant’s common stock outstanding as of April 16, 2007 is:
      1,345,451,582




The
      Transfer Agent for the Company is National
      Stock Transfer .







**PART
      I**




**ITEM
      1. DESCRIPTION OF BUSINESS**




GENERAL




**Our
      Business**




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




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




On
      January 9, 2006, we announced that Americana is restructuring .
      On
      March 8, 2006, the Company received written consents, in lieu of a meeting
      of
      Americana stockholders, from holders of 91,231,234 shares of common stock
      representing approximately 58% of the 158,461,142 shares of the total issued
      and
      outstanding shares of voting stock of the Company approving an amendment to
      the
      Articles of Incorporation of the Company pursuant to which (i) changed the
      name
      of Company to “Americana Distribution, Inc.” and (ii) to increase the maximum
      number of shares of stock that the Company shall be authorized to have
      outstanding at any time increased to 2,000,000,000 shares of common stock at
      par
      value $0.01 with no preemptive rights.




Americana
      Distribution currently has two (2) subsidiaries: Americana Licensing Holding
      Inc. and Americana Imports and Trading Inc. Americana Licensing was a license
      and royalty management company, specifically for audio books. Americana
      Imports and Trading was an importer of rugs and furniture in the Midwest. We
      attempted to reevaluate our efforts to market in a more direct manner to
      independent truck stops, offering other products in addition to the audio books.
      Through our subsidiary Americana Imports and Trading, we intended to present
      our
      product line to major national wholesalers, as well as to introduce the products
      of Americana Imports and Trading to independent truck stops. However, while
      previous management tried to switch from marketing through distributors to
      direct marketing to truck stops, these strategies did not result in a sufficient
      increase in business prospects or revenues.





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





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





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





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





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





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





**Employees**




As
      of
      April 16, 2007, we employ one (1) part time employee.




**ITEM
      2. DESCRIPTION OF PROPERTY**




Our
      principal executive offices are located at 18851 Northeast 29 th Avenue,
      Suite 306, Aventura, Florida.




**ITEM
      3. LEGAL PROCEEDINGS**




On
      December 19, 2003, a complaint was filed against us by Challenge Printing in
      the
      State District Court of Minnesota. The complaint sought payment in the amount
      of
      $38,067 for services rendered to our subsidiary, Corporate Media Group, Inc.
      During the 4th quarter of 2004, our Minnesota counsel resolved the previously
      reported litigation brought by Challenge Printing, as vendor to the former
      subsidiary known as Corporate Media Group, Inc. (CMG). The matter was resolved
      by mediation, and a negotiated settlement. As part of the resolution, the
      plaintiff returned to us 86,517 pre-split shares of our common stock and we
      agreed to pay Challenge $15,000. As of April 1, 2005 we paid all amounts due
      and
      this matter is closed.




On
      July
      9, 2004, a complaint was filed against us by ABF Freight System, Inc. in the
      Second Judicial District Court of New Mexico. The complaint sought payment
      in
      the amount of $10,537.07 for services rendered to the Company. During the 4th
      quarter of 2004, our New Mexico counsel resolved the previously reported
      litigation brought by ABF Trucking for collection of a disputed vendor account.
      The matter was resolved by negotiated settlement amount and stipulated payment
      to occur over a six month period in the amount of $1,500 per month. As of April
      1, 2005 we paid all amounts due and this matter is closed.




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







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




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




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




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




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




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




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




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




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




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




On
      October 4, 2005 Americana received a letter (the “Notice”) from Montgomery
      Equity Partners, Ltd. notifying the Company that the Company has defaulted
      under
      the terms of that certain promissory note issued to Montgomery Equity Partners,
      Ltd. on April 1, 2005 as is fully described below and attached as Exhibit 99.5
      to the Company’s Current Report on Form 8-K as filed with the Securities and
      Exchange Commission on April 14, 2005.







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




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




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




On
      June
      2, 2006, we received written consents in lieu of a meeting of Stockholders
      from
      holders of 154,143,389 shares representing approximately 51% of the 304,811,142
      shares of the total issued and outstanding shares of voting stock of the Company
      (the "Majority Stockholders") approving amendments to the Articles of
      Incorporation of the Company (the "Amendment"), to (i) designate 20,000,000
      shares of our preferred stock as blank check preferred stock pursuant to the
      terms of the Certificate of Designation; and, (ii) increase the maximum number
      of shares of stock that we shall be authorized to have outstanding at any time
      shall be increased to five billion (5,000,000,000) shares of common stock at
      par
      value of $.001 with no preemptive rights.





**PART
      II**






**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**






**MARKET
      PRICE OF AND DIVIDENDS ON THE REGISTRANT’S**






**COMMON
      EQUITY AND OTHER STOCKHOLDER MATTERS**




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




**2006**
            
            **High**
            
            **Low**First
                Quarter
            
            $
            0.0095
            
            $
            0.0008Second
                Quarter
            
            $
            0.003
            
            $
            0.0001Third
                Quarter
            
            $
            0.006
            
            $
            0.0003Fourth
                Quarter
            
            $
            0.0012
            
            $
            0.0002**2005**
            
            
            **High**
            
            
            **Low**First
                Quarter
            
            $
            0.032
            
            $
            0.009Second
                Quarter
            
            $
            0.032
            
            $
            0.003Third
                Quarter
            
            $
            0.012
            
            $
            0.004Fourth
                Quarter
            
            $
            0.0021
            
            $
            0.0008**2004**
            
            
            **High**
            
            
            **Low**First
                Quarter
            
            $
            1.00
            
            $
            0.60Second
                Quarter
            
            $
            0.56
            
            $
            0.03Third
                Quarter
            
            $
            0.17
            
            $
            0.05Fourth
                Quarter
            
            $
            0.05
            
            $
            0.02





There
      were approximately 246 holders of common stock as of April 17, 2007. We
      have not paid any dividends in the past and currently we have no plans to pay
      dividends in the foreseeable future.




**Dividend
      Policy**




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




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




**General**




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








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





Americana
      Distribution, Inc.





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







Americana
      Licensing, Inc.





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







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





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





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





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





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





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





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





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





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








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





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





GOING
      CONCERN





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





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





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





LIQUIDITY
      AND CAPITAL RESOURCES





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





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





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





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





RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS




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





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




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





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


**ITEM
        7. FINANCIAL STATEMENTS**
  Our
        financial statements, together with the report of auditors, are as
        follows:







Independent
        Auditor's Report
 
 
 The
        Board
        of Directors and Shareholders
 Americana
        Distribution, Inc. (Formerly Americana Publishing, Inc.)
 Sparta,
        New Jersey
 
 I
        have
        audited the accompanying balance sheet of Americana Distribution, Inc. as
        of
        December 31, 2006 and the related statement of operations, statement of
        shareholders’ equity (deficit), and statement of cash flows for the year then
        ended. These financial statements are the responsibility of the Company's
        management. My responsibility is to express an opinion on these financial
        statements based on my audit.
 
 I
        conducted the audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        I plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. The Company has determined
        that it
        is not required to have, nor was I engaged to perform, an audit of its internal
        control over financial reporting. An audit includes examining, on a test
        basis,
        evidence supporting the amounts and disclosures in the financial statements.
        An
        audit also includes assessing the accounting principles used and significant
        estimates made by management, as well as evaluating the overall financial
        statement presentation. I believe that my audit provides a reasonable basis
        for
        my opinion.
 
 In
        my
        opinion, the financial statements referred to above presents fairly, in all
        material respects, the financial position of Americana Distribution, Inc
        as of
        December 31, 2006 and the results of its operations and its cash flows for
        the
        year then ended in accordance with the standards of the Public Company
        Accounting Oversight Board (United States).
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 2 to the financial
        statements, the Company has suffered recurring losses from operations, and
        its
        current liabilities exceed its total current assets. This raises substantial
        doubt about the Company's ability to continue as a going concern. Management's
        plans in regard to these matters are also described in Note 2. The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
 
 
 
 Philip
        H.
        Salchli, CPA
 Houston,
        Texas
 
 
  
 
 
 **Americana
        Distribution, Inc.**
 **Balance
        Sheet**
 **As
        of December 31, 2006**
   ASSETS
 
 Current
                  Assets
              
              2006Cash
                  and cash equivalents
              
              $
              1,034Total
                  Current Assets
              
              
              1,034Property
                  and Equipment, net
              
              
              -0-TOTAL
                  ASSETS
              
              $
              1,034LIABILITIES
                  AND SHAREHOLDER'S DEFICITCurrent
                  LiabilitiesAccounts
                  Payable
              
              $
              219,717Accrued
                  expenses
              
              
              520,285Notes
                  Payable
              
              
              1,169,793Notes
                  Payable - June Convertible Debt
              
              
              280,000Total
                  current liabilities
              
              
              2,189,795Commitments
                  and contingenciesShareholder's
                  deficitPreferred
                  stock, no par20,000,000
                  shares authorizedno
                  shares issued and outstanding
              
              
              -Common
                  stock, $0.001 par value5,000,000,000
                  shares authorized
              
              
              -1,239,724,229
                  shares issued and outstanding
              
              
              1,239,749Additional
                  Paid-In Capital
              
              
              16,006,348Accumulated
                  deficit
              
              
              (19,434,858
              )Total
                  shareholder's deficit
              
              
              (2,188,761
              )TOTAL
                  LIABILITIES AND STOCKHOLDER'S DEFICIT
              
              $
              1,034
    The
        Accompanying Notes are an Integrated Part of these Financial
        Statements
 
 
 
 **AMERICANA
        DISTRIBUTION, INC.**
 **STATEMENTS
        OF OPERATIONS**
 **For
        the Years Ended December 31,**
 
  2006
                
                2005Revenues
                
                $
                -0-
                
                $
                334,995Cost
                    of goods sold
                
                
                -0-
                
                
                92,753Gross
                    profit
                
                
                -0-
                
                
                242,242Operating
                    expensesDepreciation
                    and amortization
                
                
                -0-
                
                
                113,611Selling,
                    general, and administrative (including stock-based
                    compensation of $749,263 and $314,299)
                
                
                825,111
                
                
                1,908,080Total
                    operating expenses
                
                
                825,111
                
                
                2,021,691Loss
                    from operations
                
                
                (825,111
                )
                
                (1,779,449
                )Other
                    income (expense)Cancellation
                    of Debt
                
                
                184,543
                
                
                -0-Miscellaneous
                    Income
                
                
                -0-
                
                
                3,329Miscellaneous
                      Expense
                
                
                (224,800
                )
                
                (586,778
                )Interest
                    ExpenseTotal
                    other income (expense)
                
                
                (40,257
                )
                
                (583,449
                )Net
                    loss
                
                
                (865,368
                )
                
                (2,362,898
                )Basic
                    and diluted loss per share
                
                
                -
                
                
                -From
                    continuing operations
                
                
                -
                
                
                -From
                    discontinued operations
                
                
                -
                
                
                -Total
                
                
                -
                
                
                -Basic
                    and diluted weighted-average shares outstanding
                
                
                -
                
                
                -
 
 
 The
        accompanying notes are an integral part of these financial
        statements.
 
 
  
 
 
 **AMERICANA
        DISTRIBUTION, INC.**
 **STATEMENTS
        OF SHAREHOLDERS' EQUITY (DEFICIT)**
 **For
        the Years Ended December 31,**
  AdditionalCommon
                  Stock
              
              Paid-in
              
              RetainedShares
              
              Amount
              
              Capital
              
              Earnings
              
              TotalBalance,
                  December31,
                  2004
              
              
              18,649,924
              
              
              18,648
              
              
              15,757,699
              
              
              (16,206,544
              )
              
              (430,244
              )Issuance
                  of commonstock
                  to Officers &Board
                  of Directors
              
              
              4,674,250
              
              
              4,676
              
              
              134,066
              
              
              
              
              
              138,742Issuance
                  of commonstock
                  to outsideconsultants
                  inexchange
                  forservices
                  rendered
              
              
              29,212,850
              
              
              29,217
              
              
              146,340
              
              
              
              
              
              175,557Note
                  Conversion
              
              
              4,150,000
              
              
              4,150
              
              
              40,350
              
              
              
              
              
              44,500Issuance
                  of commonstock
                  to employees
              
              
              650
              
              
              -0-
              
              
              6
              
              
              
              
              
              6Warrants
                  Issued
              
              
              -0-
              
              
              
              
              
              128,440
              
              
              
              
              
              128,440Issuance
                  of commonstock
                  for collateral
              
              
              201,200,000
              
              
              201,200
              
              
              (201,200
              )
              
              
              
              
              -0-Debt
                  Restructing
              
              
              
              
              
              
              
              
              175,000
              
              
              
              
              
              175,000Shares
                  issued for SEDA Funds
              
              
              24,130,833
              
              
              24,131
              
              
              (10,915
              )
              
              
              
              
              13,216Net
                  Loss
              
              
              
              
              
              
              
              
              (2,362,898
              )
              
              (2,362,898
              )Balance,
                  December31,
                  2005
              
              
              282,018,507
              
              
              282,022
              
              
              16,169,786
              
              
              (18,569,442
              )
              
              (2,117,681
              )Shares
                  issued to officers&
                  board of directors
              
              
              131,919,832
              
              
              131,919
              
              
              27,381
              
              
              
              
              
              159,300Shares
                  issued to consultants &Professionals
                  for services
              
              
              624,261,724
              
              
              624,262
              
              
              (100,790
              )
              
              
              
              
              523,472Shares
                  issued for SEDA draws
              
              
              101,544,166
              
              
              101,544
              
              
              (20,029
              )
              
              
              
              
              81,515Shares
                  issued in exchangeFor
                  note conversion
              
              
              100,000,000
              
              
              100,000
              
              
              (70,000
              )
              
              
              
              
              30,000Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              (865,368
              )
              
              (865,368
              )Balance,
                  December31,
                  2006
              
              
              1,239,724,229
              
              
              1,239,747
              
              
              16,006,348
              
              
              (19,434,810
              )
              
              (2,188,762
              )
 
  
 
 
 **AMERICANA
        DISTRIBUTION, INC.**
 **STATEMENTS
        OF CASH FLOWS**
 **For
        the Years Ended December 31,**
 
 
 2006
              
              2005Cash
                  flows from operating activitiesNet
                  loss from continuing operations
              
              $
              (865,368
              )
              $
              (2,362,898
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activitiesDepreciation
                  and amortization
              
              
              -0-
              
              
              113,611Allowance
                  for doubtful accounts
              
              
              -0-
              
              
              207,857Issuance
                  of common stock to outside consultantsin
                  exchange for services rendered
              
              
              523,472
              
              
              175,556Issuance
                  of common stock to employees andmembers
                  of the Board of Directors in exchangefor
                  services rendered
              
              
              159,300
              
              
              138,748Accounts
                  receivable (Increase) Decrease
              
              
              -0-
              
              
              (148,601
              )Inventory
                  (Increase) Decrease
              
              
              -0-
              
              
              (50,186
              )Prepaid
                  and other current assets (Increase) Decrease
              
              
              (18,856
              )
              
              (19,063
              )Debt
                  Restructing
              
              
              -0-
              
              
              175,000Cancellation
                  of Debt
              
              
              (184,543
              )
              
              -0-Equipment
                  W/O
              
              
              -0-
              
              
              574,364Warrant
                  Exp
              
              
              -0-
              
              
              128,429Bad
                  Debt Exp
              
              
              -0-
              
              
              32,719Accounts
                  payable Increase (Decrease)
              
              
              -0-
              
              
              (11,141
              )Accrued
                  expenses Increase (Decrease)
              
              
              224,800
              
              
              (321,550
              )Net
                  cash used in operating activities
              
              
              (123,483
              )
              
              (1,367,155
              )Cash
                  flows from investing activitiesPurchase
                  of property and equipment
              
              
              -0-
              
              
              (129,754
              )Net
                  cash provided by (used in) investing activities
              
              
              -0-Cash
                  flows from financing activitiesProceeds
                  of notes payable
              
              
              44,902
              
              $
              1,482,337Proceeds
                  from sale of common stock
              
              
              79,615
              
              
              13,216Net
                  cash provided by financing activities
              
              
              124,517
              
              
              1,495,553Net
                  decrease in cash and cash equivalents
              
              
              
              
              
              (1,356
              )Cash
                  and cash equivalents, beginning of year
              
              
              -0-
              
              
              1,356Cash
                  and cash equivalents, end of year
              
              $
              1,034
              
              $
              -0-Supplemental
                  disclosures of cash flow informationInterest
                  Accrued - continuing operations
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -
 
 
 
 
 AMERICANA
        DISTRIBUTION, INC.
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005
 
 
 NOTE
        1 -
        ORGANIZATION AND LINE OF BUSINESS
 
 General
 Americana
        Distribution, Inc. was organized as a Colorado corporation on April 17, 1997.
        Current management is restructuring the business of the company, this being
        the
        result of a diligent assessment of the viability of the core business.
  
 AMERICANA
        DISTRIBUTION, INC.
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005
 
  NOTE
        2 -
        GOING CONCERN
  The
        accompanying financial statements have been prepared on a going concern basis,
        which contemplates the realization of assets and the satisfaction of liabilities
        in the normal course of business. As shown in the financial statements, during
        the years ended December 31, 2006 and 2005, the Company (as defined in Note
        3)
        incurred losses of ($865,368) and ($2,362,898), respectively. In addition,
        as of
        December 31, 2006, its total current liabilities exceeded its total current
        assets by $2,188,761. These factors, among others, raise substantial doubt
        about
        its ability to continue as a going concern.
  Recovery
        of the Company's assets is dependent upon future events, the outcome of which
        is
        indeterminable. The Company's attainment of profitable operations is dependent
        upon the Company obtaining adequate debt and equity financing and achieving
        a
        level of sales adequate to support the Company's cost structure. Management
        plans to raise additional equity capital and continue to develop its
        products.
 
  
  AMERICANA
          DISTRIBUTION, INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 December
          31, 2005
   NOTE
        3 -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Revenue
        Recognition
  Revenue
        from the sale of products is recognized
        when the products are shipped.
 
 Comprehensive
        Income
  The
        Company utilizes SFAS No. 130, "Reporting Comprehensive Income." This
        statement establishes standards for reporting comprehensive income
        and its components in a financial statement. Comprehensive income
        as
        defined includes all changes in equity (net assets) during a period
        from non-owner sources. Examples of items to be included in comprehensive
        income, which are excluded from net income, include foreign
        currency translation adjustments, minimum pension liability adjustments,
        and unrealized gains and losses on available-for-sale securities.
        Comprehensive income is not presented in the Company's financial
        statements since the Company did not have any of the items of
        comprehensive income in any period presented.
 
 Cash
        and
        Cash Equivalents
  For
        the
        purpose of the statements of cash flows, the Company considers all
        highly liquid investments purchased with original maturities of three
        months or less to be cash equivalents.
 
 Inventory
  Inventory,
        consisting principally of videocassettes, is valued at the l ower
        of
        cost (first-in, first-out) or market.
 
 Property
        and Equipment
  Property
        and equipment are stated at cost, less accumulated depreciation
        and amortization.
 
 
 AMERICANA
          DISTRIBUTION, INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 December
          31, 2005
  
 NOTE
        3 -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Property
        and Equipment (Continued)
  Depreciation
        and amortization are provided using the straight-line method
        over estimated useful lives as follows:
 
 Continuing
        Operations
 
 Database
                  and circulation list
              
              
              5
                  yearsComputer
                  equipment
              
              
              5
                  yearsOffice
                  furniture and fixtures
              
              
              5
                  -7 yearsWeb
                  site development
              
              
              5
                  yearsLeasehold
                  improvements
              
              
              estimated
                  useful life orlease
                  term, whichever is shorter
 
 Discontinued
        Operations
 Production
                  equipment
              
              
              7
                  yearsVehicles
              
              
              5
                  yearsOffice
                  furniture and fixtures
              
              
              5
                  -7 yearsAssets
                  under capital leases
              
              
              3
                  - 6 yearsLeasehold
                  improvements
              
              
              estimated
                  useful life orlease
                  term, whichever is shorter
 
 Fair
        Value of Financial Instruments
  The
        Company measures its financial assets and liabilities in accordance
        with generally accepted accounting principles. For certain of
        the
        Company's financial instruments, including cash and cash equivalents,
        accounts receivable,  accounts payable, and accrued expenses,
        the carrying amounts approximate fair value due to their short
        maturities. The amounts shown for line of credit, note payable - factor,
        notes payable - related parties, convertible debt - related
 parties,
        and capital lease obligations also approximate fair value because
        current interest rates offered to the Company for debt of similar
        maturities are substantially the same.
 
 Stock-Based
        Compensation
  SFAS
        No.
        123, "Accounting for Stock-Based Compensation," defines a fair
        value based method of accounting for stock-based compensation. However,
        SFAS No. 123 allows an entity to continue to measure compensation
        cost related to stock and stock options issued to employees
        using the intrinsic method of accounting prescribed by Accounting
        Principles Board ("APB") Opinion No. 25, "Accounting for Stock
        Issued to Employees." Entities electing to remain with the accounting
        method of APB No. 25 must make pro forma disclosures of net loss
        and
        loss per share as if the fair value method of accounting defined
        in SFAS No. 123 had been applied. The Company has elected to
 account
        for its stock-based compensation to employees under APB No. 25.
 
 
 AMERICANA
          DISTRIBUTION, INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 December
          31, 2005
  NOTE
        3 -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Advertising
        Expense
  The
        Company expenses advertising in the period the service was incurred.
        For the year ended December 31, 2006, advertising expense for
        continuing operations was approximately $0. For the year ended
        December 31, 2005, advertising expense for continuing operations was
        approximately $10,334.
 
 Income
        Taxes
  The
        Company utilizes SFAS No. 109, "Accounting for Income Taxes," which
        requires the recognition of deferred tax assets and liabilitiesf or
        the
        expected future tax consequences of events that have been included
        in the financial statements or tax returns. Under this method,
        deferred income taxes are recognized for the tax consequences in
        future
        years of differences between the tax bases of assets and liabilities
        and their financial reporting amounts at each period end b ased
        on
        enacted tax laws and statutory tax rates applicable to the periods
        in which the differences are expected to affect taxable income.
        Valuation allowances are established, when necessary, to reduce
        deferred tax assets to the amount expected to be realized.
 
 Loss
        Per
        Share
  The
        Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per
        share
        is computed by dividing loss available to common shareholders
        by the weighted-average number of common shares outstanding.
        Diluted loss per share is computed similar to basic loss per
        share
        except that the denominator is increased to include the number
        of
        additional common shares that would have been outstanding if the
        potential common shares had been issued and if the additional common
        shares were dilutive. Common equivalent shares are excluded from
        the
        computation if their effect is anti-dilutive. Because the Company
        has incurred net losses, basic and diluted loss per share are
 the
        same.
 
 Estimates
  The
        preparation of financial statements requires management to make estimates
        and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the
        date
        of the financial statements and the reported amounts of revenue
        and expenses during the reporting period. Actual results could differ
        from those estimates.
  
 
 AMERICANA
          DISTRIBUTION, INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 December
          31, 2005
   NOTE
        3 -
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 In
        the
        event of a merger, sale of the Company, a hostile takeover attempt,
        or other sales of the Company's assets, each director previously
        granted options will have the option to purchase 300,000 additional
        shares of common stock at $1 per share.
 
 Recently
        Issued Accounting Pronouncements
 
 Accounting
        Changes and Error Corrections-a replacement of APB Opinion No. 20 and
        FASB
        Statement No. 3 This
        Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement
        No. 3, Reporting Accounting Changes in Interim Financial Statements, and
        changes the requirements for the accounting for and reporting of a change in
        accounting principle. This Statement applies to all voluntary changes in accounting
        principle. It also applies to changes required by an accounting pronouncement
        in the unusual instance that the pronouncement does not include specific
        transition provisions. When a pronouncement includes specific transition
        provisions, those provisions should be followed.
 
  Stock
        Option Plan
  In
        June
        2000, the Board of Directors approved the adoption of a non-qualified
        and incentive stock option plan, the 2000 Stock Purchase and
        Option Plan (the "Plan"). The Plan is intended to provide incentives
        to key employees, officers, and consultants of the Company who
        provide significant services to the Company. There are 5,000,000 shares
        of
        common stock reserved for issuance under the Plan. Options vest
        as
        determined by the Board of Directors. The Plan expires on June
        30,
        2010.
 
 The
        exercise price of options granted under the Plan will be determined
        by the Board of Directors, provided that the exercise price will
        not
        be less than 85% of the fair market value on the date of grant.
        In
        addition, if the option is granted to an officer or director of
        the
        Company, the exercise price will not be less than 100% of the fair
        market value on the date of grant. Furthermore, incentive stock options
        may not be granted to a 10% shareholder, unless the exercise p rice
        is
        110% of the fair market value on the date of grant.
 
 
 NOTE
        4 -
        PROPERTY AND EQUIPMENT
 
 Property
        and equipment at December 31, 2006 consisted of the following:
 
 Due
        to
        the discontinuance of the audio book production, the Equipment has
        been
        written down to zero.
  Depreciation
        and amortization expense for continuing operations was $0
        and
        $113,611 for the years ended December 31, 2006 and 2005, respectively.
 
 
 AMERICANA
          DISTRIBUTION, INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 December
          31, 2005
   NOTE
        5 -
        NOTES PAYABLE
 
 Note
                  Payable
              
              $
              1,169,793Notes
                  Payable - Convertible Debt
              
              $
              280,000Total
              
              $
              1,449,793
 
 
 NOTE
        6 -
        COMMITMENTS AND CONTINGENCIES
 
 Leases
  The
        Company has no lease commitments at this time.
 
 Rent
        expense was $0 and $38,262 for the years ended December 31, 2006 and December
        31, 2005, respectively.
 
 Financial
        Consulting Agreement
  On
        January 1, 1999, the Company entered into a non-cancelable, Corporate
        Financial Consulting Agreement with its Chairman/majority shareholder.
        The agreement calls for the Company to pay the related party
        a
        monthly fee of $3,000 for a period of five years in consideration
        for the related party providing general assistance in identifying
        credit/capital resources as well as providing office, personnel,
        and facilities to the Company.
 
 In
        addition, the agreement calls for the Company to pay the related party
        a
        1% success fee for any gross amount of debt financing or net worth
        of
        any entity merged or acquired on behalf of the Company by the related
        party and a 1% renewal fee of the amount of such financial arrangements
        for a period of five years. Management believes that the monthly
        fee approximates the value of these services had the Company o btained
        these services from an unrelated party.
 
 
 AMERICANA
          DISTRIBUTION, INC.
 NOTES
          TO
          FINANCIAL STATEMENTS
 December
          31, 2005
   NOTE
        7 -
        COMMITMENTS AND CONTINGENCIES (Continued)
 
 Employment
        Agreements
  On
        January 1, 1999, the Company entered into an employment agreement with
        its
        Chairman/majority shareholder. Under the terms of the agreement,
        the employee receives a salary of $250,000 per year or 5% of
        gross
        revenue of the Company, whichever is greater. The Company may not
        terminate the agreement for any reason as it relates to the employee's
        disability, illness, or incapacity. Should the employee die during
        the term of employment, the Company will pay the employee's estate
        $500,000 in 50 monthly installments of $10,000. Subject to certain
        events, including the sale of substantially all of the Company's
        assets to a single purchaser or bankruptcy, the Company may terminate
        the agreement upon 90 days' written notice and pay the employee
        $500,000 in 12 consecutive monthly installments.
 
 With
        cause, the Company may terminate the agreement with 12 months' written
        notice. During the notice period, the employee will be paid full
        compensation and receive a severance allowance of $250,000 in 12 consecutive
        monthly installments beginning on the date of termination. Without
        cause, the employee may terminate employment upon 12 months' written
        notice to the Company. During the notice period, the employee may
        be
        required to perform his duties and will be paid his full compensation
        up to the termination date and will receive a severance allowance
        of $250,000, which will be paid in 12 equal and consecutive monthly
        installments beginning on the date of termination.
 
 On
        November 1, 1999, the Company entered into a one-year employment agreement
        with its Vice President/director, which contains an automatic
        three-year renewal. Under the terms of the agreement, the employee
        receives a salary of $36,000 per year, plus paid vacation of five
        weeks. The Company may not terminate the agreement for any reason as
        it
        relates to the employee's disability, illness, or incapacity. Subject
        to certain events, including the sale of substantially all of the
        Company's assets to a single purchaser or bankruptcy, the Company may
        terminate the agreement upon 90 days' written notice and pay the employee
        $500,000 in 12 consecutive monthly installments.
 
 With
        cause, the Company may terminate the agreement with 12 months' written
        notice. During the notice period, the employee will be paid full
        compensation and receive a severance allowance of $250,000 in 12 consecutive
        monthly installments beginning on the date of termination. Without
        cause, the employee may terminate employment upon 12 months' written
        notice to the Company. During the notice period, the employee may
        be
        required to perform his duties and will be paid his full compensation
        up to the termination date and will receive a severance allowance
        of $250,000, which will be paid in 12 equal and consecutive monthly
        installments beginning on the date of termination.
 
 Factoring
        Agreement - Continuing Operations
 
 Litigation
  The
        Company is involved in certain legal proceedings and claims which arise
        in
        the normal course of business. Management does not believe that
        the
        outcome of these matters will have a material effect on the Company's
        financial position or results of operations.
 
 
 
 AMERICANA
        DISTRIBUTION, INC.
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005
    NOTE
        8 -
        SHAREHOLDERS' DEFICIT
 
 Common
        Stock
 During
        the years ended December 31, 2006 and 2005, the Company sold 101,544,166
        and 24,130,833 shares, respectively, of common stock for $81,515
        and $13,216, respectively, under regulation 4(2). Regulation 4(2)
        provides for the sale of restricted shares of common stock without
        the preparation of a prospectus. The shares offered cannot be sold
        for
        a period of one year.
 
 During
        the years ended December 31, 2006 and 2005, the Company issued 131,919,832
        and 4,674,250 shares, respectively, of common stock to employees
        and members of its Board of Directors for services rendered. Compensation
        expense of $159,300 and $138,748 was recorded with an offset
        to
        common stock and additional paid-in capital during the years ended
        December 31, 2006 and 2005, respectively.
 
 During
        the years ended December 31, 2006 and 2005, the Company issued 624,261,724
        and 29,212,850 shares, respectively, of common stock to outside
        consultants and companies for services rendered. These shares were
        recorded at their fair market value at the time of issuance. Consulting
        expense of $523,472 and $175,557 was recorded with an offset
        to
        common stock and additional paid-in capital during the years ended
        December 31, 2006 and 2005, respectively.
 
 NOTE
        9 -
        INCOME TAXES
 
 A
        reconciliation of the expected income tax computed using the federal statutory
        income rate to the Company's effective rate for the years ended
        December 31, 2004 and 2003 was as follows:
 
 
 2006
              
              2005Income
                  benefit computed at federal statutory taxrate
              
              
              (34.0
              )%
              
              (34.0
              )%State
                  taxes, net of federal benefit
              
              
              (5.0
              )
              
              (5.0
              )Permanent
                  differences
              
              
              6.0
              
              
              6.0Valuation
                  allowance
              
              
              33.0
              
              
              33.0Total
              
              
              -
              %
              
              -
              %


Significant
        components of the Company's deferred tax assets for income taxes
        consisted of the following at December 31, 2004
  Deferred
        tax assets
 Net
                    operating loss carry forward
                
                $
                8,201,768Less
                    valuation allowance
                
                
                8,201,768Net
                    deferred tax assets
                
                $
                -
  
 As
        of
        December 31, 2006, the Company had net operating loss carry
        forwards for federal and state income tax purposes of approximately
        $10,298,321 and $8,978,223, respectively. The net operating
        loss carry forwards begin expiring in 2017.
  
 
 AMERICANA
        DISTRIBUTION, INC.
 NOTES
        TO
        FINANCIAL STATEMENTS
 December
        31, 2005
    N OTE
        10 -
        RELATED PARTY TRANSACTIONS
 
 The
        Company entered into a financial consulting agreement with its Chairman/majority
        shareholder (see Note 7).
 
 The
        Company entered into an employment agreement with its Chairman/majority
        shareholder (see Note 7).
 
 The
        Company entered into an employment agreement with its Vice President/director
        (see Note 7).
 
 During
        the year ended December 31, 2005, the Company issued a total of 131,919,832
        shares of common stock to various Board members, various officers/Board
        members, and the Chairman/majority shareholder valued at
        $159,300 which represents the fair market value.
 
 
 NOTE
        11 -
        DEBT DEFAULTMENT
 
 All
        amounts owed by Americana Publishing, Inc. are in default.
 
 NOTE
        12 -
        LITIGATION
 
 
 NOTE
        13 -
        SUBSEQUENT EVENTS
  On
        April
        2, 2007, the Company entered into a Securities Purchase Agreement with Cornell
        Capital Partners, LP (the "Investor"). Pursuant to the Agreement, the Company
        issued to the Investor a total of Sixty Five Thousand Seven Hundred Dollars
        ($65,700) of secured convertible debentures which shall be convertible into
        shares of the Company's common stock, par value $0.001 which was funded on
        the
        Closing Date for a total purchase price of up to Sixty Five Thousand Seven
        Hundred Dollars ($65,700). The conversion price of the convertible debentures
        is
        the lesser of (a) $0.0002 or (b) seventy five percent (75%) of the lowest
        Closing Bid Price during the ten (10) Trading Days immediately preceding
        the
        Conversion Date. In addition, Company issued a warrant to the Investor to
        purchase up to 328,500,000 shares of the Company's common stock at $0.0002
        per
        share. The warrant is exercisable for five years from the date of
        issuance.
  The
        Company is obligated to file a registration statement with the Securities
        and
        Exchange Commission ("SEC") covering the shares of common stock underlying
        the
        Convertible Note and Warrant within 30 days after the closing date. In addition,
        the Company is obligated to use all commercially reasonable efforts to have
        the
        registration statement declared effective by the SEC within 120 days after
        the
        closing date. The Company shall have an ongoing obligation to register
        additional shares of our common stock as necessary.









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




None.




**ITEM
      8A. CONTROLS AND PROCEDURES**




Evaluation
      of disclosure controls and procedures




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




Changes
      in internal controls




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









**PART
      III**




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




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




**Name**
            
            **Age**
            
            **Position**Donna
                Silverman
            
            48
            
            President,
                Chief Executive Officer, Chief Financial Officer and
                DirectorJeffrey
                Sternberg
            
            57
            
            DirectorCraig
                Press
            
            60
            
            Director




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




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




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




Effective
      June 2, 2006, Mr. Michael Abri was removed from his position as Director of
      Americana.




Effective
      September 18, 2006, Mr. Peter Nasca has amicably and formally resigned his
      position as a member of the Board of Directors of Americana.





**Biographical
      Information**




***Donna
      Silverman*** .
      Ms.
      Silverman has served as the Company’s President, Chief Executive Officer and
      Chief Financial Officer since December 19, 2005 and as a Director since October
      21, 2005. Ms. Silverman also serves as a Director for Global IT Holdings, Inc.
      (OTC BB: GBTH.OB), Tech Laboratories, Inc. (OTC BB: TCHL.OB). Ms. Silverman
      founded Stedman Walker, Inc. in 1996, a New York based firm which specializes
      in
      raising capital for businesses through debt and equity financing. Ms. Silverman
      is also a business consultant on a non-exclusive basis for Knightsbridge
      Capital. Ms. Silverman is experienced in the area of financing for small to
      medium sized businesses. Ms. Silverman’s distinguished two (2) decade career
      began with the Wall Street investment firms of Jay W. & Kaufmann & Co.
      At Paulson Investment Company, a leading underwriter in the OTC market, Ms.
      Silverman spearheaded the launch of the firm’s first east coast office. During
      her career she has owned and operated brokerage offices in New York, New Jersey,
      Florida and Georgia, creating and managing a sales force of more than 150
      registered representatives. During that time Ms. Silverman was responsible
      for
      the successful implementation and completion of more than fifty (50) public
      underwritings.





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








***Jeffrey
      Sternberg.*** Mr.
      Jeffrey Sternberg was appointed to our Board of Directors on September 18,
      2006.
      He has been the Executive Vice President and a member of the Board of Directors
      of Advantage Capital Development Corp. (AVCP.PK) since March 2004 and was
      appointed as their President, Chief Executive Officer, Chief Financial Officer
      and as the Chairman of their Board of Directors on July 16, 2004. SinceJune
      2002, Mr. Sternberg has also been the managing member of Phoenix Capital
      Partners, LLC a financial investment company located in Hollywood, Florida.
      Prior to his acquiring Phoenix Capital Partners, LLC, between August 2002 and
      November 2002, he worked for Atico International based in South Florida. Atico
      is a specialty importer of goods. Immediately prior to that time, Mr. Sternberg
      had worked for seven years as a Senior Vice President at Herbko International,
      a
      worldwide manufacturer of general merchandise. Mr. Sternberg spent over two
      decades working with mass merchandisers, drug chains and specialty stores and
      consulting with regional and national buyers to distribute goods throughout
      the
      United States and Asia. Additionally, Mr. Sternberg served these and other
      customers by managing their imports and exports of products and arranging for
      the financing and the manufacturing of a wide variety of retail
      merchandise.




CERTAIN
      LEGAL PROCEEDINGS




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




CODE
      OF
      ETHICS




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







**ITEM
      10. EXECUTIVE COMPENSATION**




**Summary
      Compensation Table**




The
      following table shows the compensation paid over the past three fiscal years
      with respect to: (i) the Company’s President as of the end of the 2006 fiscal
      year; (ii) the two other most highly compensated executive officers (in terms
      of
      salary and bonus) serving at the end of the 2006 fiscal year whose annual salary
      and bonus exceeded $100,000; and (iii) up to two additional individuals who
      would be in category (ii) but for the fact that the individual was not serving
      as an executive officer of the Company at the end of the last completed fiscal
      year (the “named executive officers”):





**SUMMARY
                COMPENSATION TABLE**Name
                and principal position
              (a)
            Year
              (b)
            Salary
                ($)
              (c)
            Bonus
                ($)
              (d)
            Stock
                Awards ($)
            Option
                Awards ($)
            Non-Equity
                Incentive Plan Compensation ($)
            Nonqualified
                Deferred Compensation Earnings ($)
            All
                Other Compensation ($)
            Total
                ($)Donna
                Silverman
            2006
            --
            --
            $20,000(1)
            --
            --
            --
            --
            $20,000President
                and CEO
            2005
            --
            --
            $22,336(2)
            --
            --
            --
            --
            $22,336Craig
                Press
            2006
            --
            --
            $48,000(3)
            --
            --
            --
            --
            $48,000Director
            2005
            --
            --
            --
            --
            --
            --
            --
            --Jeffrey
                Sternberg
            2006
            --
            --
            --
            --
            --
            --
            --
            --Director
            2005
            --
            --
            --
            --
            --
            --
            --
            --





(1)
            We
                issued Donna Silverman, our President, Chief Executive Officer, and
                Chief
                Financial Officer, 10,000,000 shares of our common stock on May 26,
                2006
                for services rendered. Such shares were valued at the then current
                market
                price of $.002.


(2)
            We
                also issued Donna Silverman 27,919,832 shares of our common stock
                on
                December 19, 2005 for services rendered. Such shares were valued
                at the
                then current market price of
                $.0008.


(3)
            We
                issued Craig Press, our Director, 24,000,000 shares of our common
                stock on
                May 26, 2006 for services rendered. Such shares were valued at the
                then
                current market price of $.002.





No
      stock
      options were granted or exercised by any executive officer during the fiscal
      year ended December 31, 2006.




**Directors**




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




**Committees**




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




**COMMITTEE**
            **MEMBERS**Audit
                Committee
            NoneCompensation
                  Committee
            None





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




**Compliance
      With Section 16(a) Of The Securities Act Of 1934**




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







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




The
      following table contains information regarding options granted during the year
      ended December 31, 2006 to Americana’s named executive officers.




**OPTIONS
      GRANT TABLE**




**NAME**
            **NO.
                OF SECURITIES UNDERLYING OPTIONS/SAR’S GRANTED**
              **(#)**
            **%
                TOTAL OPTIONS/SAR’S GRANTED TO EMPLOYEES IN YEAR ENDED DECEMBER 31, 2006**
              **(%)**
            **EXERCISE
                OR BASE PRICE**
              **($
                PER SHARE)**
            **EXPIRATION
                DATE**Donna
                Silverman
            --
            --
            --
            --President,
                CEO, CFO and DirectorCraig
                Press
            --
            --
            --
            --DirectorJeffrey
                Sternberg
            --
            --
            --
            --Director








The
      following table contains information regarding options exercised in the year
      ended December 31, 2006, and the number of shares of common stock underlying
      options held as of December 31, 2006, by Americana’s named executive
      officers.




**AGGREGATED
      OPTIONS/SAR EXERCISES**


**IN
      LAST FISCAL YEAR AND**


**FISCAL
      YEAR END OPTIONS/SAR VALUES**




**NAME**
            **SHARES
                ACQUIRED ON EXERCISE**
            **VALUE
                REALIZED**
            **NUMBER
                OF SECURITIES UNDERLYING UNEXERCISED OPTIONS/SAR’S AT FY
                END**
              **(#)**
            **IN
                THE MONTEY OPTIONS/SAR’S AT FY END**
              **($)**Donna
                Silverman
            --
            --
            --
            --President,
                CEO, CFO and DirectorCraig
                Press
            --
            --
            --
            --DirectorJeffrey
                Sternberg
            --
            --
            --
            --Director





**Stock
      Option Grants In The Past Fiscal Year**




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











**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**




The
      following table sets forth information about the beneficial ownership of our
      common stock as of April 17, 2007, by (i) each person who we know is the
      beneficial owner of more than 5% of the outstanding shares of common stock
      (ii)
      each of our directors or those nominated to be directors, and executive
      officers, and (iii) all of our directors and executive officers as a
      group.




**Title
                of Class**
            **Name
                and Address of Beneficial Owner**
            **Amount
                and Nature of Beneficial Ownership**
            
            **Percentage
                of Common Stock****(1)**Common
                Stock
            Donna
                Silverman
              18851
                Northeast 29thAvenue, Suite 306,
              Aventura,
                Florida 33180
            38,069,8322
            (2)
            2.8%Common
                Stock
            Jeffrey
                Sternberg
              18851
                Northeast 29thAvenue, Suite 306,
              Aventura,
                Florida 33180
            --
            
            0%Common
                Stock
            Craig
                Press
              18851
                Northeast 29thAvenue, Suite 306,
              Aventura,
                Florida 33180
            24,000,000
            
            1.8%Common
                Stock
            All
                Directors and Executive Officers as a Group (Three
                Persons)
            62,069,832
            
            4.6%Common
                Stock
            Advantage
                Capital Development Corp.
            20,670,083
            
            1.5%2999
                N.E. 191stStreet PH@
              Aventura,
                Florida 33180Common
                Stock
            Advantage
                Fund I Inc.
            20,670,083
            
            1.5%c/o
                Advantage Fund I LLC2999
                N. E. 191stStreet, PH2Aventura,
                FL 33180Common
                Stock
            Alexy
                Resources LLC
            14,702,720
            
            1.1%c/o
                Newbridge Securities1451
                West Cypress Creek Road, Suite 204Fort
                Lauderdale, FL 33309


_________







(1)
            Applicable
                percentage of ownership is based on 70,000 shares of common stock
                outstanding as of April 17, 2007 together with securities exercisable
                or
                convertible into shares of common stock within sixty (60) days of
                April
                17, 2007 for each stockholder. Beneficial ownership is determined
                in
                accordance with the rules of the SEC and generally includes voting
                or
                investment power with respect to securities. Shares of common stock
                subject to securities exercisable or convertible into shares of common
                stock that are currently exercisable or exercisable within 60 days
                of
                April 17, 2007 are deemed to be beneficially owned by the person
                holding
                such options for the purpose of computing the percentage of ownership
                of
                such person, but are not treated as outstanding for the purpose of
                computing the percentage ownership of any other
                person.





(2)
            Of
                these shares, Ms. Silverman beneficially owns 37,919,832 shares in
                her own
                name and 150,000 in her capacity as sole shareholder of Kennedy,
                Matthews
                Healy & Pecora, Inc.




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**




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




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




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




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




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




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




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




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







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




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




**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**




(a)




None




(b)


On
      January 12, 2006, we filed a Form 8-K regarding a Financing Agreement with
      Montgomery Equity Partners.





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





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





On
      April
      10, 2006, we filed a Form 8-K regarding a Financing Agreement with Cornell
      Capital Partners.




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




Audit
      Fees




For
      the
      Company’s fiscal years ended December 31, 2006 and 2005, we were billed
      approximately $70,000 and $41,500 for professional services rendered for the
      audit of our financial statements. We also were billed approximately $$7,500
      and
      $7,500 for the review of financial statements included in our periodic and
      other
      reports filed with the Securities and Exchange Commission for our year ended
      December 31, 2006 and 2005.




Tax
      Fees




For
      the
      Company’s fiscal year ended December 31, 2005 and 2004, we were billed
      approximately $ 0 and $ 0 for professional services rendered for tax compliance,
      tax advice, and tax planning.




All
      Other
      Fees




The
      Company did not incur any other fees related to services rendered by our
      principal accountant for the fiscal year ended December 31, 2006 and
      2005.




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










**SIGNATURES**




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




**AMERICANA
              DISTRIBUTION, INC**Date: April
              17, 2007
            By:
            /s/ *Donna
              Silverman*Donna
                SilvermanPresident,
                Chief Executive Officer, Chief Financial Officer, Principal Accounting
                Officer, Secretary and Director






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




NAME
            TITLE
            DATE*/s/
                Donna Silverman*
              
              Donna
                  Silverman
            President,
                Chief Executive Officer, Chief Financial Officer, Principal Accounting
                Officer, Secretary and Director
            April
                17, 2007*/s/
                Jeffrey Sternberg*
              Jeffrey
                Sternberg
            Director
            April
                17, 2007*/s/
                Craig Press*
              
              Craig
                  Press
            Director
            April
                17, 2007












AMERICANA
      DISTRIBUTION, INC.


FINANCIAL
      CODE OF ETHICS





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





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





-
      Act
      with honesty and integrity, avoiding actual or actual conflicts of interest
      in
      personal and professional relationships.


-
      Provide
      information that is accurate, complete, objective, relevant, timely and
      understandable to ensure full, fair, accurate, timely, and understandable
      disclosure in the reports and documents that Americana files with, or submits
      to, government agencies and in other public communications.


-
      Comply
      with the rules and regulations of federal, state and local governments, and
      other appropriate private and public regulatory agencies.


-
      Act in
      good faith, responsibly, with due care, competence and diligence, without
      misrepresenting material facts or allowing one's independent judgment to be
      subordinated.


-
      Respect
      the confidentiality of information acquired in the course of one's work, except
      when authorized or otherwise legally obligated to disclose.


-
      Confidential information acquired in the course of one's work will not be used
      for personal advantage.


-
      Share
      job knowledge and maintain skills important and relevant to stakeholders
      needs.


-
      Proactively promote and be an example of ethical behavior as a responsible
      partner among peers, in the work environment and in the community.


-
      Achieve
      responsible use of, and control over, all Americana assets and resources
      employed by, or entrusted to yourself, and your department.


-
      Receive
      the full and active support and cooperation of Americana's Officers, Sr. Staff,
      and all employees in the adherence to this Financial Code of
      Ethics.


-
      Promptly report to the CEO or CFO any conduct believed to be in violation of
      law
      or business ethics or in violation of any provision of this Code of Ethics,
      including any transaction or relationship that reasonably could be expected
      to
      give rise to such a conflict. Further, to promptly report to the Chair of
      Americana's Audit Committee such conduct if by the CEO or CFO or if they fail
      to
      correct such conduct by others in a reasonable period of time.