Americana Publishing Inc (Other) (10QSB)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB

(Mark One)

 

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

For the quarterly period ended September 30, 2007.  

 

or

 

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

For the transition period from ______to______.

 

Commission file number 000-25783

 

AMERICANA DISTRIBUTION, INC.

(Exact name of registrant as specified in its charter)

Colorado		84-1453702
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

 

101 Hudson St., J ersey City, NJ		07302
(Address of principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

__________________________________________________________________

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

 

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

 

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

Yes  x No o  

    

State the number of shares outstanding of each of the issuer's classes of common equity, as of October 31, 2007: 1,345,451,582 shares of common stock.

 

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Americana Distribution, Inc.

INDEX

 

PART I— FINANCIAL INFORMATION
Item 1.		Financial Statements		F-1
Item 2.		Management’s Discussion and Analysis of Financial Condition		2
Item 3.		Control and Procedures		5
PART II— OTHER INFORMATION
Item 1.		Legal Proceedings		5
Item 2.		Unregistered Sale of Equity of Securities		7
Item 3.		Defaults Upon Senior Securities		7
Item 4.		Submission of Matters to a Vote of Security Holders		7
Item 5.		Other Information		8
Item 6.		Exhibits and Reports on Form 8-K		8
SIGNATURE				9

 

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PART I. FINANCIAL INFORMATION

 

Item 1. Financial statements

AMERICANA DISTRIBUTION, INC.

CONDENSED BALANCE SHEETS

As of

		Sept. 30,			December 31,
		2007			2006
		(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents		$	1,034		$	1,034
Total current assets			1,034			1,034
Total Assets		$	1,034		$	1,034
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		$	919,215		$	740,002
Notes payable			1,275,785			1,169,793
Notes Payable - June Convertible Debt			280,000			280,000
Total current liabilities			2,475,000			2,189,795
Total Liabilities			2,475,000			2,189,795
Stockholders' deficit
Preferred stock, no par 20,000,000 shares authorized, 0 (unaudited), no shares issued and outstanding			—			—
Common stock; $0.001 par value; 5,000,000,000 shares authorized, 1,345,451,582 (unaudited) and 1,239,744,230 shares issued and outstanding for September 30, 2007 and December 31, 2006, respectively			1,292,605			1,239,749
Additional paid-in capital			15,969,348			16,006,348
Accumulated deficit			(19,735,919	)		(19,434,858	)
Total stockholders' deficit			(2,473,966	)		(2,188,761	)
Total liabilities and stockholders' deficit		$	1,034		$	1,034

See Accompanying Notes to Financial Statements

 

F-1

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AMERICANA DISTRIBUTION, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		For the nine months ended September 30,						For the three months ended September 30,
		2007			2006			2007			2006
Revenue		$	—		$	—		$	—		$	—
Cost of revenue			—			—			—			—
Gross profit (loss)			—			—			—			—
Operating expenses
Compensation/Consulting expense			17,200			337,810			8,000			160,500
Selling, general and administrative			12,647			376,885			4,190			78,553
Professional fees			92,000			0			21,500			0
Total operating expenses			121,847			714,695			33,690			239,053
Loss from operations			(121,847	)		(714,695	)		(33,690	)		(239,053	)
Other Income (Expense)
Interest expense			(179,213	)		(168,600	)		(61,915	)		(56,200	)
Cancellation of debt			0			184,543			0			0
Total other income (expense)			(179,213	)		15,943	#		(61,915	)		(56,200	)
Net loss		$	(301,060	)	$	(698,752	)	$	(95,605	)	$	(295,253	)
Basic and diluted loss per common share
From before extraordinary item		$	(0.0002	)	$	(0.0007	)	$	(0.0001	)	$	(0.0003	)
After extraordinary item		$	(0.0002	)	$	(0.0007	)	$	(0.0001	)	$	(0.0003	)
Basic and diluted weighted average common shares outstanding			1,345,451,582			1,017,594,439			1,345,451,582			1,017,594,439

 

  See Accompanying Notes to Financial Statements .

 

F-2

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AMERICANA DISTRIBUTION, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		For the nine months ended  September 30,
		2007			2006
Cash flows from operating activities:
Net loss from continuing operations		$	(301,060	)	$	(698,751	)
Adjustments to reconcile loss to net cash used by operating activities:
Issurance of common stock to board members and employees for services rendered			—			156,300
Issurance of common stock to consultants for services rendered			—			181,510
(Increase) decrease in prepaid expenses and other current assets			—			(19,058	)
Increase (decrease) in accounts payable and accrued liabilities			186,611			168,600
Beneficial conversion expense			8,457			—
Debt Restructuring Expense:
Cancellation of debt income			—			184,543
Net cash provided/used by operating activities			(105,992	)		(26,856	)
Cash flows from investing activities:
Purchase of fixed assets			—			—
Net cash provided by investing activities			—			—
Cash flows from financing activities:
Proceeds from notes payable			105,992			—
Proceeds from sale of stock			—			27,891
Net cash provided/used by financing activities			—			27,891
Net increase in cash and cash equivalents			—			1,035
Cash and cash equivalents, beginning of period			1,034			—
Cash and cash equivalents, end of period		$	1,034		$	1,035
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$	—		$	—
Cash paid for interest		$	—		$	—

 

See Accompanying Notes to Financial Statements .

 

F-3

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AMERICANA DISTRIBUTION, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

SEPTEMBER 30, 2007

 

NOTE 1. BASIS OF PRESENTATION

 

The unaudited internal condensed financial statements and related notes have been prepared by Americana Distribution, Inc. (the “Company”), and are not subject to an audit pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2007 and for all periods presented, have been made. Certain reclassifications have been made to the prior year to conform with the current year’s presentation.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto for the fiscal year ended December 31, 2006. The results of operations for the three months ended September 30, 2007 are not necessarily indicative of the operating results for the full year.

 

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 year ended December 31, 2006 and the nine months ended September 30, 2007, the Company incurred losses of $865,368 and $301,060, respectively. In addition, as of September 30, 2007, the Company’s total current liabilities exceeded its current assets by $2,475,000, and its shareholders' deficit was approximately $2,474,000. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company is currently a non operating company.

 

NOTE 3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

In February 2007, the Financial Accounting Standards Board (“FASB”) issued FASB 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115 . This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement, which is consistent with the Board of Directors’ long-term measurement objectives for accounting for financial instruments.

This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements.

 

NOTE 4. LIQUIDITY AND CAPITAL RESOURCES

 

At September 30, 2007, the Company had cash or cash equivalents of $1,034 on hand as compared to $1,034 of cash or cash equivalents at December 31, 2006. The Company’s primary source of cash during the three month period ended September 30, 2007 consisted of a loan from a shareholder and related party.

 

Net cash used in operating activities was approximately $122,000 for the nine month period ended September 30, 2007 as compared to approximately $715,000 for the nine month period ended September 30, 2006.

 

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Net cash used by investing activities was $0 during the nine month period ended September 30, 2007 and 2006.

 

Net cash provided by financing activities during the nine month period ended September 30, 2007 was approximately $106,000 as compared to approximately $28,000 for the nine month period ended September 30, 2006. The Company received the proceeds from several promissory notes.

 

NOTE 5. STOCK TRANSACTIONS

 

During the first nine months of 2007 holders of convertible notes converted part of their notes into stock. One transaction converted 10,000,000 shares and the second transaction converted 42,857,143 shares of common stock. The stock was converted at .00014 cents per share and the market price was .0003 cents per share resulting in a beneficial conversion expense of $8,457.

 

F-5

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Item 2. Management’s Discussion and Analysis or Plan of Operation

 

Forward-Looking Statements

 

The following discussion may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are intended to be covered by the safe harbors created by such provisions. These statements include the plans and objectives of management for future growth of the Company, including plans and objectives related to the consummation of acquisitions and future private and public issuances of the Company's equity and debt securities. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Form 10-QSB will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

 

The words “we,” “us” and “our” refer to the Company. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements.” Actual results could differ materially from those projected in the forward looking statements as a result of a number of risks and uncertainties, including but not limited to: (a) limited amount of resources devoted to achieving our business plan; (b) our failure to implement our business plan within the time period we originally planned to accomplish; (c) because we are seeking to merge with an operating business which has not yet been identified, you will be unable to determine whether we will ever become profitable; and (d) other risks that are discussed in this Form 10-QSB or included in our previous filings with the Securities and Exchange Commission.

 

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.

As disclosed previously in our Form 10-KSB for the year ended December 31, 2006, we have experienced a chronic working capital deficiency, which has severely handicapped our ability to meet our business objectives. We recorded no revenues during the nine months ended September 30, 2007. Americana Distribution currently has two (2) subsidiaries: Americana Licensing Holding Inc. and Americana Imports and Trading Inc.

Americana Distribution, Inc.

While previous management tried to transition 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 its business plan and as a result ceased operations in September of 2006.

 

We have expended efforts to secure additional capital from both our principal creditor and other third parties, but such efforts have only been partially successful. Currently, we have a severe working capital deficiency.

 

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We will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination could 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 may 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.

Due to the overall decrease in our business operations, we have downsized our management and employees to only one, and have minimized operating expenses.

We are determined to take advantage of the prospects for this re-organization. We will continue to maintain the Company as a fully reporting company.

Financial Performance

Results of Operations For the Three Months Ended September 30, 2007, As Compared to The Three Months Ended September 30, 2006.

Revenues. Our revenues from operations for the quarter ended September 30, 2007 were $0 as compared to revenues of $0 for the quarter ended September 30, 2006. The reason for the lack of sales is due to the ceasing of operations.

Gross Profit. Our gross profit from operations for the quarter ended September 30, 2007 were $0 as compared to $0 for the quarter ended September 30, 2006. The lack of gross profit is due to the ceasing of operations.

Operating Expense. Selling general and administrative costs were approximately $34,000 for the quarter ended September 30, 2007 as compared to approximately $239,000 for the quarter ended September 30, 2006, a decrease of approximately $205,000 or 86%. This decrease is primarily attributable to the overall decrease in our business operations and the reduction of the staff to only one employee.

Interest Expense. For the three months ended September 30, 2007 and 2006, we had interest expense of approximately $62,000 and $56,000, respectively, an increase of $6,000 or 11%.

 

Net Loss. For the three months ended September 30, 2007, we had a net loss of approximately $96,000 as compared to a net loss of approximately $295,000 for the three months ended September 30, 2006, a decrease of approximately $199,000 or 67%. This decrease is primarily attributable to the overall decrease in our business operations and the reduction of the staff to only one employee.

 

Results of Operations For the Nine Months Ended September 30, 2007, As Compared to The Nine Months Ended September 30, 2006.

Revenues. Our revenues from operations for the nine month period ended September 30, 2007 were $0 as compared to revenues of $0 for the nine month period September 30, 2006. The reason for the lack of sales is due to the ceasing of operations.

 

Gross Profit. Our gross profit from operations for the nine month period ended September 30, 2007 were $0 as compared to $0 for the nine month period ended September 30, 2006. The lack of gross profit from operations is attributable to the ceasing of operations.

Operating Expense. Selling, general and administrative costs decreased by approximately $593,000 to approximately $122,000 for the nine month period ended September 30, 2007 as compared to approximately $715,000 for the nine month period ended September 30, 2006, a 82% decrease. This decrease is primarily attributable to the overall decrease in our business operations and the reduction of staff to only one employee.

 

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Interest Expense. Our interest expense for the nine month period ended September 30, 2007 was approximately $179,000 as compared with approximately $16,000 for the nine month period ended September 30, 2006. This increase was due to increased borrowings to maintain the Company’s public reporting status.

Net Loss. For the nine month period months ended September 30, 2007, we had a net loss of approximately $301,000 as compared to a net loss of approximately $699,000 for the nine month period ended September 30, 2006, a decrease of approximately $398,000 or 57%. This decrease is primarily attributable to the overall decrease in our business operations, the minimization of expenses and the reduction of staff to only one employee.

 

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2007 and December 31, 2006, we had cash or cash equivalents of $1,034 on hand. Our primary source of cash during the three month period ended September 30, 2007 consisted of a loan from a shareholder and related party.

 

Net cash used in operating activities was approximately $122,000 for the nine month period ended September 30, 2007 as compared to approximately $715,000 for the nine month period ended September 30, 2006.

 

Net cash used by investing activities was $0 during the nine month period ended September 30, 2007 and 2006.

 

Net cash provided by financing activities during the nine month period ended September 30, 2007 was approximately $106,000 as compared to approximately $28,000 for the nine month period ended September 30, 2006. We received the proceeds from several promissory notes.

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

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

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

  SFAS NO. 123(R) — In December 2004, the FASB issued Statement of Financial Accounting Standard (“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.

Emerging Issues Task Force (“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 FASB Staff Position (“FSP”) amends FASB Statements 133 and 150 and FASB Interpretation No. 45 to include scope exceptions for registration payments arrangements. 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.

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Item 3. Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2007. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the third quarter of fiscal 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. 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 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.

 

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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 continued 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 we settled a 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 was 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. On October 5, 2005, the Company received notice whereby the American Arbitration Association awarded The Subway.com $42,009 plus 7% annual interest from August 14,2004, until paid in full. In addition, the Company is required to pay $1550 to the American Arbitration Association in administrative fees. At the present time these amounts are outstanding.

 

On August 24, 2005, Charlie O’Dowd was awarded a judgment from the Metropolitan Court in Bernalillo County, New Mexico, in the amount of $5,667, for unpaid services rendered to the Company. At the present time these amounts are outstanding.

 

On September 1, 2005, the Company executed a Promissory Note in the amount of $9,000, 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 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.

 

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On October 7, 2005, Langsam Borenstein declared the Security Agreement in default and as of July 1, 2005, the amount owed was $319,142. 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 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 2. Unregistered Sale of Equity of Securities

 

During the first nine months of 2007 holders of convertible notes converted part of their notes into stock. One transaction converted 10,000,000 shares and the second transaction converted 42,857,143 shares of common stock. The stock was converted at .00014 cents per share and the market price was .0003 cents per share resulting in a beneficial conversion expense of $8,457.

The issuance of these securities was exempt from registration under Regulation D and Section 4(2) of the Securities Act. We made this determination based on the representations of Buyers, which included, in pertinent part, that such shareholders were either (a) "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that Benda understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

 

  Item 3. Defaults Upon Senior Securities.

 

On March 26, 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 Sixty Five Thousand Seven Hundred Dollars ($65,700). Pursuant to the terms of a Registration Rights Agreement, the Company was 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. To date, the Company has not yet filed the registration statement and is therefore in default under the terms of the financing documents.

Item 4. Submission of Matters to a Vote of Security Holders.

 

No matter was submitted during the quarter ending September 30, 2007, covered by this report to a vote of the Company’s shareholders, through the solicitation of proxies or otherwise.

 

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Item 5. Other Information.

 

None

 

Item 6. Exhibits and Reports of Form 8-K.

(a)            Exhibits

31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 

32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 

(b)       Reports of Form 8-K  

One April 2, 2007 we filed a Form 8-K reporting that the Company has entered into a Securities Purchase Agreement with Cornell Capital Partners, LP (the “Investor”) and 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.

On June 4, 2007 we filed a Form 8K reporting the resignation of Donna Silverman and the appointment of John T. Ruddy as the President, Chief Executive Officer, Chief Financial Officer and a director.

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SIGNATURES

 

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

 

	AMERICANA DISTRIBUTION, INC. Registrant
	Date:	November 13, 2007
	By:	/s/ John T. Ruddy
		Name: John T. Ruddy
		Title:   President, Chief Executive Officer,
		Chief Financial Officer, Principal
		Accounting Officer, and Chairman

 

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