8-K 1 jan1120058k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K ---------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 23, 2005 AMERICANA DISTRIBIBUTION, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Colorado 000-25783 84-1453703 (STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYEE INCORPORATION JURISDICTION OF ORGANIZATION) OR IDENTIFICATION NO.) c/o Anslow & Jaclin, LLP 195 Route 9, Suite 204 Manalapan, NJ 07726 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (973) 726-5240 (ISSUER TELEPHONE NUMBER) Americana Publishing, Inc. 303 San Mateo NE, Suite 104A Albuquerque, New Mexico 87108 (FORMER NAME AND ADDRESS) =============================================================== FORWARD LOOKING STATEMENTS This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registrant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 23, 2005, the Company completed a financing agreement for $980,000 with Montgomery Equity Partners, Ltd. ("Montgomery"). Of such amount, the original principal amount of Eight Hundred Twenty Thousand Dollars ($820,000) was previously funded pursuant to a Promissory Note dated March 31, 2005 issued by the Company to Montgomery and the balance of One Hundred Sixty Thousand Dollars ($160,000) was funded at Closing. The Company issued to Montgomery a secured convertible debenture in the amount of $993,969 which represents the original principal, interest and fees for the $820,000 previously funded as well as an additional secured convertible debenture in the amount of $160,000. Both convertible debentures have an interest rate of 15% interest rate maturity dates of December 28, 2006 and are convertible into common shares of the Company at the lesser of (a) $0.001 or (b) seventy five percent (75%) of the lowest Closing Bid Price of the Common Stock, as quoted by Bloomberg, LP, of the ten (10) trading days immediately preceding the Conversion Date. The Conversion Price may be adjusted pursuant to the other terms of this Debenture. The Company is committed to filing an SB-2 Registration Statement with the SEC within 60 days from the Closing Date. There are penalty provisions for the Company should the filing not become effective within 120 days of the Closing Date. The debentures are secured by all of the assets of the Company. ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS. 10.1 Securities Purchase Agreement 10.2 Secured Convertible Debenture in the amount of $993,969 10.3 Secured Convertible Debenture in the amount of $160,000 10.4 Investor Registration Rights Agreement 10.5 Amended and Restated Security Agreement 10.6 Escrow Agreement 10.7 Amended And Restated Pledge And Escrow Agreement SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Americana Distribution, Inc. By: /s/ Donna Silverman ------------------------ DONNA SILVERMAN President and CEO Dated: January 11, 2006

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

October 3, 2005

AMERICANA PUBLISHING, INC.

(Exact Name of Registrant as Specified in Charter)

Colorado	000-25783	84-1453703
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

303 San Mateo NE, Suite 104A, Albuquerque, New Mexico	87108
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code:	(505) 265-6121

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 6, 2005	Americana Publishing, Inc.
	By: /s/ George Lovato
	Name: George Lovato
	Title: Chief Executive Officer

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