Americana Publishing, Inc.

DEF 14A 1 proxy.htm Americana Publishing, Inc. - Proxy

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No ____)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ X ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

AMERICANA PUBLISHING, INC.

Name of the Registrant as Specified In Its Charter

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: Not applicable

(2) Aggregate number of securities to which transaction applies: Not applicable

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state how it was determined): Not
applicable

(4) Proposed maximum aggregate value of transaction: Not applicable

(5) Total fee paid: Not applicable

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable

Form, Schedule or Registration Statement No.: Not applicable

Filing Party: Not applicable

Date Filed: Not applicable

AMERICANA PUBLISHING, INC.
303 San Mateo NE, Suite 104A
Albuquerque, NM 87108

December 2, 2003

To Our Stockholders

You are cordially invited to attend the Annual Meeting of Stockholders of
Americana Publishing, Inc. (the "Company"). The Annual Meeting will be held on
January 30, 2004 at 11:00 a.m. at the Company's executive offices, located at
303 San Mateo NE, Suite 104A, Albuquerque, NM 87108.

The actions we expect to take at the Annual Meeting are described in detail
in the attached Proxy Statement and Notice of Annual Meeting of Stockholders.
Also included with this letter is the Company's Annual Report.

Please use this opportunity to take part in the affairs of the Company by
voting on the business to come before this meeting. If you are a record holder
of the Company's Common Stock on November 20, 2003, you are eligible to vote
with respect to these matters, either personally at the meeting or by proxy. It
is important that your shares be voted, whether or not you plan to attend the
meeting, to ensure the presence of a quorum. Therefore, please complete, sign,
date and return the accompanying proxy in the enclosed postage-paid envelope.
Returning the proxy does NOT deprive you of your right to attend the meeting and
vote your shares in person for the matters acted upon at the meeting.

We look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ George Lovato, Jr.
President and Chairman of the Board

AMERICANA PUBLISHING, INC.
303 San Mateo NE, Suite 104A
Albuquerque, NM 87108

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The Annual Meeting of Stockholders of Americana Publishing, Inc. will be
held on Friday, January 30, 2004, at 11:00 a.m., at 303 San Mateo NE, Suite
104A, Albuquerque, NM 87108 for the following purposes:

(1) To elect the following directors:

1. George Lovato, Jr.
2. Don White
3. David Poling
4. Jay Simon
5. Jerome Ruther

(2) To ratify the appointment of Phillip H. Salchli CPA as the independent
auditor for fiscal years 2002, 2003 and 2004;

(3) To amend the Articles of Incorporation to increase the total number of
shares of common stock authorized for issuance by 400,000,000 to a total
authorized of 500,000,000 shares of common stock;

(4) To approve a modification to an anti-takeover provision in certain
director option agreements;

(5) To approve a reverse stock split of up to 100:1 conditioned on further
approval of the board of directors prior to the next annual meeting of
stockholders; and

(6) To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.

Stockholders of record at the close of business on November 20, 2003 will
be entitled to notice of and to vote at the Annual Meeting and at any
continuation or adjournment thereof. All stockholders are cordially invited to
attend the Annual Meeting in person. Your vote is important. Please fill in,
date, sign and return the enclosed proxy in the return envelope as promptly as
possible, whether or not you plan to attend the Annual Meeting. Your promptness
in returning the proxy will assist in the expeditious and orderly processing of
the proxies and will assist in ensuring that a quorum is present or represented.
If you return your proxy, you may nevertheless attend the Annual Meeting and
vote your shares in person if you wish. If you want to revoke your proxy at a
later time for any reason, you may do so in the manner described in the attached
Proxy Statement.

By Order of the Board of Directors

/s/ Jay Simon
Secretary

Albuquerque, New Mexico
December 2, 2003

AMERICANA PUBLISHING, INC.
303 San Mateo NE, Suite 104A
Albuquerque, NM 87108

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held January 30, 2004

VOTING AND PROXY

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Americana Publishing, Inc., a Colorado
corporation (referred to as the "Company", "we", "our" or "us") for use at our
Annual Meeting of Stockholders to be held at 303 San Mateo NE, Suite 104A,
Albuquerque, NM 87108 on Friday, January 30, 2004, at 11:00 a.m. local time, and
at any meeting following adjournment thereof. The Notice of Annual Meeting, this
Proxy Statement and the accompanying proxy card are being mailed to stockholders
on or about December 15, 2003.

Revocability of Proxy and Voting of Shares

Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised. The proxy may be revoked by filing an instrument of
revocation or a duly executed proxy bearing a later date with the Company's
Secretary at our principal executive offices located at 303 San Mateo NE, Suite
104A, Albuquerque, NM 87108. The proxy may also be revoked by attending the
meeting and voting in person. If it is not revoked, the proxy will be voted at
the meeting in accordance with the stockholder's instructions indicated on the
proxy card. If no instructions are indicated, the proxy will be voted FOR the
approval of the five proposals, and in accordance with the judgment of the proxy
holders as to any other matter that may be properly brought before the meeting
or any adjournments thereof.

Record Date, Voting Rights and Outstanding Shares

The Board of Directors has fixed November 20, 2003 as the record date (the
"Record Date") for determining holders of our Common Stock, par value $0.001 per
share, who are entitled to vote at the meeting. As of the Record Date, we had
99,998,267 shares of Common Stock outstanding and entitled to vote. Each share
of Common Stock entitles the record holder to one vote on each matter to be
voted upon at the meeting. A majority of the shares of Common Stock issued and
outstanding and entitled to vote at the meeting will constitute a quorum at the
meeting. Votes withheld, abstentions and broker non-votes shall be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business at the meeting separately with respect to each proposal in
accordance with Colorado law.

When the proxy is properly executed, dated and returned, the shares it
represents will be voted in accordance with any directions noted on it. Votes
cast by proxy or in person at the Annual Meeting will be tabulated by the
Inspector of Election, in conjunction with information received from our
transfer agent. The Inspector of Election will also determine whether or not a
quorum is present.

Directors are elected by a plurality of the votes cast in the election. In
electing directors, each stockholder has cumulative voting rights and is
entitled to cast a number of votes equal to the number of shares held multiplied
by the number of directors to be elected. The stockholder may cast these votes
all for a single candidate or may distribute the votes among some or all of the
candidates. Because all stockholders may cumulate their votes for candidates in
nomination if any one stockholder has given such notice, the proxy holder may
allocate the votes represented by proxies among the Board of Directors' nominees
in the proxy holder's sole discretion. Abstentions and negative votes will be
counted as present for purposes of determining the existence of a quorum. If no
specification is indicated, the shares will be voted "FOR" the election of the
director-nominees named on the proxy. Proxies cannot be voted for a greater
number of persons than the number of nominees named.

The affirmative vote of the holders of a majority of the shares of Common
Stock present at the meeting in person or by proxy is required to approve all
other proposals brought before the meeting. Shares which abstain from voting as
to these matters, and shares held in "street name" by brokers or nominees who
indicate on their proxies that they do not have discretionary authority to vote
such shares as to these matters ("broker non-votes"), will not be counted as
votes in favor of such matters. For purposes of determining whether the
affirmative vote of a majority of the shares present at the meeting and entitled
to vote on a proposal has been obtained, abstentions and broker non-votes will
be included in the number of shares present and entitled to vote.

Solicitation

The cost of solicitation of proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. Copies
of solicitation materials will be furnished to brokerage houses, nominees,
fiduciaries and custodians to forward to beneficial owners of Common Stock held
in their names. We will reimburse brokerage firms and other persons representing
beneficial owners of Common Stock for their reasonable expenses in forwarding
solicitation materials to the owners. In addition to original solicitation of
proxies by mail, our directors, officers and other employees may, without
additional compensation, solicit proxies by telephone, facsimile and personal
interviews.

Delivery of Documents to Stockholders Sharing an Address

The Company will only deliver one proxy statement to multiple stockholders
sharing an address unless we have received contray instructions from one or more
of the stockholders. The Company will promplty deliver a seperate copy of this
proxy statement to a stockholder at a shared address to which a single copy of
the document was delivered upon oral or written request to:

Americana Publishing, Inc.
303 San Mateo NE, Suite 104A
Albuquerque, NM 87108

Attn: Corporate Secretary

Stockholders may also address future requests for seperate delivery of
proxy statements and or annual reports by contacting the Company at the address
listed above.

OVERVIEW OF PROPOSALS

This Proxy Statement includes five proposals requiring stockholder action.
The proposals are:

o to reelect the five directors;

o to ratify the appointment of Phillip H. Salchli CPA as the independent
auditor for fiscal years 2002, 2003 and 2004;

o to amend the Articles of Incorporation to increase the total number of
shares of common stock authorized for issuance by 400,000,000 to a
total authorized of 500,000,000 shares of common stock;

o to approve a modification to an anti-takeover provision in certain
director option agreements; and

o to approve a reverse stock split of up to 100:1 conditioned on further
approval of the board of directors within 12 months.

The proposals are discussed in more detail below.

PROPOSALS

Proposal #1 - Election Of Directors

Five directors are to be elected to our Board of Directors at the Annual
Meeting. The directors will hold office for a term of one-year term. The Board
of Directors has nominated Mr. George Lovato, Jr., Mr. Don White, Mr. David
Poling, Mr. Jay Simon and Mr. Jerome Ruther. We expect that these nominees will
be available for election, but if they are not, your proxy will be voted for the
election of other nominees to be designated by the Board of Directors to fill
any such vacancies.

Our Bylaws provide for five members of the Board of Directors. Information
regarding the business experience of each nominee and director is provided
below. There are no family relationships among our executive officers and
directors. Our directors serve until the next annual meeting of our
stockholders. Our Board of Directors does not have an audit committee, a
nominating committee or a compensation committee or committees performing
similar functions. Our bylaws permit us to compensate our directors upon
resolution by the Board of Directors. Directors do not currently receive any
form of cash compensation for their participation on the Company's Board of
Directors.

George Lovato, Director Nominee
Director since 1998
Age 46

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

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

Don White, Director Nominee
Director since 1998
Age 52

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

David Poling, Director Nominee
Director since 1998
Age 74

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

Jay Simon, Director Nominee
Director since 1998
Age 45

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

Jerome Ruther, Director Nominee
Director since 2001
Age 69

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

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
DIRECTOR NOMINEES.

Proposal #2 - Ratification of Phillip H. Salchli CPA as our independent auditor
for 2002, 2003 and 2004

The Board of Directors requests that the stockholders ratify its selection
of Phillip H. Salchli CPA as our independent auditor for the current fiscal year
and the past two fiscal years. Mr. Salchli is not expected to attend the annual
meeting.

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

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

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

Prior to engaging Philip H. Salchli, CPA, we had not consulted Philip H.
Salchli, CPA, regarding the application of accounting principles to a specified
transaction, completed or proposed, or the type of audit opinion that might be
rendered on our financial statements.

The following table sets forth fees billed to us by our auditors during the
fiscal years ended December 31, 2001 and December 31, 2002 for: (i) services
rendered for the audit of our annual financial statements and the review of our
quarterly financial statements, (ii) services by our auditor and former auditor
that are reasonably related to the performance of the audit or review of our
financial statements and that are not reported as Audit Fees, (iii) services
rendered in connection with tax compliance, tax advice and tax planning, and
(iv) all other fees for services rendered.

December 31, 2002 December 31, 2001

(i) Audit Fees $ 30,000 $ 59,806
(ii) Audit Related Fees $ 7,500 $
(iii) Tax Fees $ $
(iv) All Other Fees $ 4,500 $

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF PHILLIP H.
SALCHLI CPA AS OUR INDEPENDENT AUDITOR FOR 2002, 2003 AND 2004.

Proposal #3 - Amendment of Articles of Incorporation to Increase the Authorized
Shares of Common Stock to 500,000,000

Under the Company's Articles of Incorporation, we have authorized
100,000,000 shares of common stock, par value $0.001. The Board of Directors has
approved a resolution to amend the Articles, subject to shareholder approval, to
increase the number of shares of common stock authorized for issuance to
500,000,000 shares of common stock. As of the record date, we had 99,998,267
shares of common stock outstanding.

Purpose and Effect of the Amendment

The principal purpose of the proposed amendment to the Articles of
Incorporation is to authorize additional shares of common stock which will be
available in the event the Board of Directors determines that it is necessary or
appropriate, and to provide for the conversion into equity of certain existing
outstanding debt. The Company is currently looking for financing for its
on-going operations. It is anticipated that any such financing will involve the
issuance of common stock. However, no such financing is currently available. In
deciding to propose an increase from 100,000,000 shares to 500,000,000 shares,
the Board considered a variety of factors including providing maximum
flexibility in obtaining funding through the sale of common stock, permitting
future stock dividends, entering into strategic partnerships or joint ventures,
providing for stock and/or stock options for employees and consultants or other
corporate purposes. The availability of additional shares of common stock is
particularly important in the event that the Board of Directors needs to
undertake any of the foregoing actions on an expedited basis and thus to avoid
the time and expense of seeking shareholder approval in connection with the
contemplated issuance of common stock.

If the amendment is approved by the shareholders, the Board does not intend
to solicit further shareholder approval prior to the issuance of any additional
shares of common stock, except as may be required by applicable law, such as a
merger or share exchange.

The increase in authorized common stock will not have any immediate effect
on the rights of existing shareholders. However, the Board will have the
authority to issue authorized common stock without requiring future shareholder
approval of such issuances, except as may be required by applicable law. To the
extent that additional authorized shares are issued in the future, they may
decrease the existing shareholders' percentage equity ownership and, depending
on the price at which they are issued, could be dilutive to the existing
shareholders. The holders of common stock have no preemptive rights and the
Board of Directors has no plans to grant such rights with respect to any such
shares.

The increase in the authorized number of shares of common stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
shareholders. Shares of authorized and unissued common stock could, within the
limits imposed by applicable law, be issued in one or more transactions which
would make a change in control of the Company more difficult, and therefore less
likely. Any such issuance of additional stock could have the effect of diluting
the earnings per share and book value per share of outstanding shares of common
stock and such additional shares could be used to dilute the stock ownership or
voting rights of a person seeking to obtain control of the Company.

The Board of Directors is not currently aware of any attempt to take over
or acquire the Company. While it may be deemed to have potential anti-takeover
effects, the proposed amendment to increase the authorized common stock is not
prompted by any specific effort or takeover threat currently perceived by
management. The Board has no plans to implement additional anti-takeover
measures, other than as set forth in Proposal #4 below. Also, there are no
provisions in the Company's Articles of Incorporation, By-laws or other
agreements which have material anti-takeover effects, other than the employment
agreements and option agreements discussed below. The additional shares of
common stock to be authorized pursuant to the proposed amendment will be of the
same class of common stock as is currently authorized under the Articles.

Based on the foregoing discussion, the Board of Directors requests that
stockholders approve the following resolutions in connection with the proposed
increased in the authorized shares of common stock:

RESOLVED, that the stockholders of the Company hereby authorize and approve
an amendment to the Company's Articles of Incorporation to increase the total
number of shares of common stock available for issuance to 500,000,000; and it
is further

RESOLVED, that Article 4 of the Articles of Incorporation is deleted in its
entirety and the following shall appear in its place:

"4. Capital Stock. The aggregate number of shares of capital stock which
the corporation shall have authority to allot is five hundred million
(500,000,000) shares of $.001 par value common stock and twenty million
(20,000,000) of preferred which shall be no par value stock. The Board of
Directors may, from time to time, fix a consideration for which said shares
may be issued and sold, which consideration shall not be less than $.001
per share."

RESOLVED, that the officers of the Company be, and each of them hereby is,
authorized and empowered (any one of them acting alone), in the name and on
behalf of the Company, to file an amendment to the Articles of Incorporation
implementing the foregoing resolution; and it is further

RESOLVED, that the officers of the Company be, and each of them hereby is,
authorized and empowered (any one of them acting alone), in the name of and on
behalf of the Company, to procure any authorizations or approvals or to do or
cause to be done all such acts or things and to sign and deliver or cause to be
signed and delivered, all such documents, including but not limited to, stock
certificates, federal and state securities forms, filings, applications or other
documents, with such amendments, additions and other modifications thereto, as
such officer may deem appropriate, which shall be deemed conclusively evidenced
by the execution and delivery thereof, and to carry out and fully perform the
terms and provisions of such documents in order to carry into effect the
foregoing resolutions and to fully effect the transactions contemplated in such
resolutions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO INCREASE THE
AUTHORIZED SHARES OF COMMON STOCK TO 500,000,000.

Proposal #4 - Modification of Agreements Containing Anti-Takeover Provisions

Proposal #4 is a management sponsored anti-takeover proposal and device to
insulate management from removal in connection with such a takeover. The
over-all effect of the proposal is to render more difficult the accomplishment
of mergers or the assumption of control by a principal stockholder, and thus to
make difficult the removal of management. The existing anti-takeover provision
set forth in Paragraph 9 of the option agreements dated as of January 1, 1999
between the Company and directors George Lovato, Don White, Jay Simon, Jerome
Ruther and David Poling provides as follows:

"9. In the event of any of the following conditions the Company will issue an
additional 300,000 shares of common stock to the Purchaser for compensation of
$1.00.

a) The sale of substantially all of the Company's assets to a single
purchaser or group of associated purchasers; or

b) The purchase of substantially all of the Company's issued and
outstanding stock in an effort to take the Company Private; or

c) The attempt by an individual or associated group of individuals or
corporation or entity to purchase stock in the Company for the purposes of
a hostile take over; or

d) The sale, exchange, or other disposition, in one transaction of the
majority of the Company's outstanding corporate shares; or

e) The Company's decision to terminate its business and liquidate its
assets; or

f) The merger or consolidation of the Company with another company
where by the directors of the Company as a whole are no longer majority
shareholders."

On May 16, 2003 the Board of Directors unanimously approved a modification
to the foregoing provision by replacing "300,000" with "10,000,000" such that
the introductory portion of the option agreements would read as follows:

"9. In the event of any of the following conditions the Company will issue an
additional 10,000,000 shares of common stock to the Purchaser for compensation
of $1.00..."

The Board of Directors requests the Company's shareholders ratify and
approve the foregoing provision as modified.

Reasons for Proposal #4 and the Bases of Such Reasons

Management has no knowledge of any specific effort to accumulate the
Company's securities or to obtain control of the Company by means of a merger,
tender offer, solicitation in opposition to management or otherwise. Proposal #4
is being proposed at this time, in the absence of such efforts, so that the
provision is in place in the event any of the foregoing efforts are made. The
option serves as a deterrence to potential hostile takeover bids. However, the
number of outstanding shares has increased significantly since January, 1999,
and the deterrence effect of the existing anti-takeover provisions have
diminished accordingly.

The Company's Articles of Incorporation and Bylaws do not presently contain
other provisions having an anti-takeover effect. This Proposal #4 is not part of
a plan by management to adopt a series of anti-takeover measures, and management
does not presently intend to propose other anti-takeover measures in future
proxy solicitations. Sufficient authorized but unissued shares of common stock
are not presently available to satisfy the anti-takeover provisions of these
options, either as presently stated or as modified, unless either Proposal #3 or
Proposal #5 is approved by a vote of the shareholders.

The employment agreements of George Lovato and Don White each contain
anti-takeover provisions resulting in the potential payment to them of $500,000
each in the event of certain potential actions relating to a take-over. This
serves as an additional deterrence to a hostile take-over effort.

Over-all Effects of Proposal #4

The over-all effects of the proposal, if adopted, would be to render more
difficult or to discourage a merger, tender offer or proxy contest, the
assumption of control by a holder of a larger block of the corporation's
securities and the removal of incumbent management. The proposal could make the
accomplishment of a given transaction more difficult even if it is favorable to
the interests of shareholders. Making the removal of management more difficult,
even if such removal would be beneficial to shareholders generally, would make
it more difficult for shareholders to participate in a merger or tender offer
unfavored by incumbent management.

In addition, Colorado law provides for cumulative voting of directors, and
the Company's Articles of Incorporation and Bylaws do not make any exceptions to
this cumulative voting privilege. Accordingly, if the anti-takeover provision is
triggered the directors could use those additional shares to vote cumulatively
for their own reelection, thereby preserving their tenure as a member of the
Board of Directors and making it very difficult for other shareholders to effect
their removal or replacement.

Advantages and Disadvantages of Proposal #4

The increased deterrence resulting from the modification to the
anti-takeover provision of the option agreements will have the advantage of
increasing the likelihood that takeover efforts unfavored by management will not
be presented, thus allowing management additional time to execute on the
Company's business plans and strategies. However, in the event the anti-takeover
provisions are triggered, management will receive an aggregate of 50,000,000
shares of common stock for consideration of $5.00, causing immediate significant
dilution to all existing shareholders and providing a potential windfall to
management. This Proposal #4 could be beneficial to management in a hostile
tender offer and may have an adverse impact on shareholders who may want to
participate in such a tender offer.

How Proposal #4 Will Operate

The modification is an amendment to an existing agreement with each
director. In the event of an event triggering the poison pill option, each
director would have the option to pay the Company $1.00 in exchange for the
issuance of 10,000,000 shares of the Company's common stock to such director.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE MODIFICATION TO THE POISON
PILL OPTIONS.

Proposal #5 - Reverse Stock Split

The Company's stockholders are being asked to authorize the Board of
Directors, in its discretion, to effect a reverse split of its issued and
outstanding common stock (the "Reverse Stock Split") at any time prior to the
next annual meeting of shareholders. In its discretion, the Board of Directors
would be empowered to combine the common stock in any ratio up to and including
100 shares for 1 share.

The Company believes that the current market price of its common stock does
not reflect the Company's value and has a negative effect on the marketability
of the existing shares, the percentage of transaction costs paid by individual
stockholders and the potential ability of the Company to raise capital or
acquire businesses by issuing additional shares of its common stock. The Company
believes that the decrease in the number of shares outstanding will make it more
attractive to possible merger or acquisition candidates and may enhance its
ability to raise capital through the financial markets.

The Board of Directors has adopted a resolution declaring the advisability
of the Reverse Stock Split, subject to stockholder approval, and authorizing any
other action it deems necessary to effect the Reverse Stock Split at any time
prior to the next annual meeting of shareholders.

If approved by the stockholders of the Company, the Reverse Stock Split
would become effective on any date selected by the Board of Directors prior to
the next annual meeting of shareholders. The effective date of the Reverse Stock
Split would be the date on which the Amendment is filed with the Colorado
Secretary of State. However, the Board of Directors reserves the right, even
after stockholder approval, to forego or postpone filing the Amendment if such
action is determined not to be in the best interests of the Company and its
stockholders. If the Reverse Stock Split is not subsequently implemented by the
Board of Directors and effected by the next annual meeting of stockholders,
stockholder authority for the proposed Reverse Stock Split will be deemed
abandoned, without any further effect. In such case, the Board of Directors will
again seek stockholder approval at a future date for a share combination or
reverse stock split if it deems it to be advisable at that time.

While management anticipates that the Reverse Stock Split will facilitate
the Company's access to capital, its ability to make acquisitions and its
ability to conduct other corporate activities, there can be no assurance that
following the proposed Reverse Stock Split the Company will be able to complete
any of these undertakings. There can be no assurance that the market price of
the common stock immediately after the proposed Reverse Stock Split will be
maintained for any period of time, or that the market price of the common stock
after the proposed Reverse Stock Split will exceed the current market price.

If the Reverse Stock Split is approved and the Board of Directors elects to
effect the Reverse Stock Split, then each outstanding share of common stock as
of the record date of the Reverse Stock Split will immediately and automatically
be changed, as of the effective date of the Amendment, into a number which
reflects the ratio chosen by the Board of Directors. For example, if the Board
of Directors approves a Reverse Stock Split of 100 shares for 1 share, than each
share of outstanding common stock will automatically be changed, as of the
effective date of the Amendment, into 100th of a share of common stock. In
addition, proportional adjustments will be made to the maximum number of shares
issuable under the Company's equity plans, as well as the number of shares
issuable upon exercise and the exercise price of the Company's outstanding
options. No fractional shares of common stock will be issued in connection with
the Reverse Stock Split. Holders of common stock who would receive a fractional
share of common stock due to the Reverse Stock Split will receive cash in lieu
of the fractional share.

If the Reverse Stock Split is approved by the stockholders and effected by
the Board of Directors, the Board of Directors will fix a record date for
determination of shares subject to the Reverse Stock Split. As of the date of
this Proxy Statement, the Board of Directors had not fixed a record date for the
Reverse Stock Split.

Because the Reverse Stock Split will apply to all issued and outstanding
shares of common stock and outstanding rights to purchase common stock or to
convert other securities into common stock, the proposed Reverse Stock Split
will not alter the relative rights and preferences of existing stockholders.

Based on the foregoing discussion, the Board of Directors requests that
stockholders approve the following resolutions in connection with the proposed
Reverse Stock Split:

RESOLVED, that the stockholders of the Company hereby authorize the Board
of Directors, at any time prior to the next annual meeting of stockholders, to
effect a combination of the Company's issued and outstanding common stock using
the ratio x:1, with x equaling any whole number, up to and including 100; chosen
by the Board of Directors in its discretion (the "Reverse Stock Split"); and it
is further

RESOLVED, that the officers of the Company be, and each of them hereby is,
authorized and empowered (any one of them acting alone), in the name and on
behalf of the Company, to give effect to the Reverse Stock Split; and it is
further

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REVERSE STOCK SPLIT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Other than George Lovato, Don White and Jerome Ruther, Directors, as of
November 20, 2003 there were no individuals that owned more than 5% of our
Common Stock. The following table sets forth, as of November 20, 2003,
information with respect to the shares of Common Stock beneficially owned by (i)
each director and director nominee; (ii) each person (other than a person who is
also a director and/or a director nominee) who is an executive officer named in
the Summary Compensation Table below; and (iii) all executive officers and
directors as a group. The term "executive officer" is defined as the Chief
Executive Officer/President, Vice-President or any other person who performs
similar policy making functions for the Company.

Amount and Nature of
Beneficial
Title of Class Ownership(1)(2)(3) Percent of
Name Class

Common Stock George Lovato, Executive Officer and Director(4) 10,490,000 10.23%
12310 Claremont NE
Albuquerque, NM 87112
Common Stock Don White 7,308,000 7.31%
8106 Devonwood
Huston, TX 77070
Common Stock Jay Simon 710,000 *
5528 E. Cheryl Drive
Paradise Valley, AZ 85253
Common Stock Jerome Ruther 7,375,000 7.38%
1208 North Summit Drive
Santa Fe, NM 87501
Common Stock David Poling 3,082,300 3.08%
3616 San Rio Place NW
Albuquerque, NM 87107
All Current Directors
and Executive Officers 28,704,780 28.71%
as a Group

* Less than 1%.
(1) Based on 99,998,267 shares of Common Stock outstanding on the transfer
records as of November 20, 2003.
(2) Calculated pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of
1934. Under Rule 13d-3(d)(1), shares not outstanding which are subject to
options, warrants, rights or conversion privileges exercisable within 60
days are deemed outstanding for the purpose of calculating the number and
percentage owned by such person, but not deemed outstanding for the purpose
of calculating the percentage owned by each other person listed. The
Company believes that each individual or entity named has sole investment
and voting power with respect to shares of Common Stock indicated as
beneficially owned by them, subject to community property laws, where
applicable, except where otherwise noted.
(3) Includes an option for 300,000 shares issued to each director exercisable
until December 31, 2003 at an exercise price of $0.50 per share.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors took action four times by written consent and
eighteen times by formally called meetings during the most recent fiscal year.

COMPLIANCE WITH SECTION 16(a) OF EXCHANGE ACT

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

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

IDENTIFICATION OF EXECUTIVE OFFICERS

George Lovato, President and Chief Executive Officer

See discussion of business experience above.

Don White, Chief Financial Officer and Vice President

See discussion of business experience above.

David Poling, Vice President

See discussion of business experience above.

Jay Simon, Secretary and Treasurer

See discussion of business experience above.

SUMMARY COMPENSATION

The following table shows the compensation paid over the past three fiscal years
with respect to: (i) the Company's Chief Executive Officer and President as of
the end of the 2002 fiscal year; (ii) the four other most highly compensated
executive officers (in terms of salary and bonus) serving at the end of the 2002
fiscal year whose annual salary and bonus exceeded $100,000; and (iii) up to two
additional individuals who would be in category (ii) but for the fact that the
individual was not serving as an executive officer of the Company at the end of
the last completed fiscal year (the "named executive officers"):

SUMMARY COMPENSATION TABLE

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

Other
Name Annual Restricted Securities LTIP All
And Compen Stock Underlying Payouts Other
Principal Salary Bonus sation Award(s) Options SARs(1) Compen
Position Year ($) ($) ($) ($) ($) sation

George Lovato
CEO/Director
2002 27,000 0 0 35,000 0 0 0
2001 141,000 0 0 264,000 0 0 0
2000 147,000 0 0 280,000 0 0 0

Jay Simon
Sec/Treas/Director
2002 0 0 0 0 0 0 0
2001 0 0 0 138,000 0 0 0
2000 0 0 0 50,000 0 0 0

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

Jerome Ruther 2002 0 0 0 0 0 0 0
Director(2) 2001 15,000 0 0 205,500 328,000 0 0
2000 0 0 45,000 0 0 0 0

Don White 2002 14,583 0 0 17,500 0 0 0
CFO/Director 2001 22,500 0 0 329,000 0 0 0
2000 0 0 0 0 0 0 0

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

(2) Amounts paid to Mr. Ruther were paid for work done for us in conjunction
with the creation of our audio books division.

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

Employment Agreements

On January 1, 1999 we entered into an employment agreement with Mr. George
Lovato, our President. The term of the agreement is automatically renewed each
year for a period of three years unless either party elects to terminate it. Mr.
Lovato is to receive compensation at the rate of $250,000 per year or 5% of our
gross revenue, whichever is greater. Mr. Lovato will not receive any deferred
compensation from Americana. We may not terminate the agreement if Mr. Lovato
becomes disabled, ill or incapacitated. If Mr. Lovato dies during the term of
employment, we must pay his estate the sum of $500,000 in fifty monthly
installments of $10,000 each. Subject to certain events, including the sale of
substantially all of our assets to a single purchaser and bankruptcy, among
others, we may terminate the agreement upon 90 days written notice if we pay Mr.
Lovato the sum of $500,000 in twelve consecutive monthly installments. We may
terminate the agreement for cause with twelve months written notice. During the
notice period, we must continue to pay Mr. Lovato the full amount of his
compensation. Mr. Lovato will also receive a severance allowance of $250,000
made in twelve consecutive monthly installments beginning on the date of
termination. Mr. Lovato may terminate his employment upon 12 months written
notice to us.

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

Absent employment agreements, officers hold their positions at the pleasure
of the Board of Directors.

Equity Incentive Plan

Our Board of Directors has approved the 2003 Equity Incentive Plan which
permits us to grant, for a ten year period, awards of stock, stock purchase
rights and stock options. We have currently reserved 24,430,000 shares of our
common stock for issuance to our directors, employees and consultants under the
Plan. The Plan is administered by the Board of Directors. As the administrator
of the Plan, the Board of Directors has the authority and discretion, subject to
the provisions of the Plan, to select persons to whom stock purchase rights or
options will be granted, to designate the number of shares to be covered by each
option or stock purchase right, to specify the type of consideration to be paid,
and to establish all other terms and conditions of each option or stock purchase
right. Options granted under the Plan will not have a term that exceeds ten
years from date of grant. No options or stock purchase rights have been granted
to any named executive officers during the last completed fiscal year.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From time-to-time we enter into arrangements with or borrow money from
persons who are executive officers, directors and/or beneficial holders of 5% or
more of our common stock, or their affiliates. Descriptions of these
transactions are set forth below.

On January 1, 1999 we entered into a Corporate Finance Consulting Agreement
with B. H. Capital Limited, an entity 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, $100,000 and $100,000, respectively. Each loan accrues interest at
the rate of 30% per year. Interest is to be paid monthly and principle is to be
paid one year from the date of the loan. No payments of principle or interest
have been paid toward this obligation.

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

During the fiscal year ended December 31, 2002, we received loans from the
following directors:

George Lovato $22,034
Don White $41,262
Jerry Ruther $37,500
David Poling $ 3,000

STOCKHOLDER PROPOSALS FOR 2005 ANNUAL MEETING

To be considered for inclusion in next year's Proxy Statement, stockholder
proposals must be received at our principal executive offices no later than the
close of business on October 3, 2004.

Notice of intention to present a proposal at the 2004 Annual Meeting should
be addressed to Corporate Secretary, Americana Publishing, Inc., 303 San Mateo
NE, Suite 104A, Albuquerque, NM 87108. We reserve the right to reject, rule out
of order, or take other appropriate action with respect to any proposal that
does not comply with these and other applicable requirements. Any stockholder
proposal for next year's Annual Meeting submitted after November 1, 2004 will
not be considered filed on a timely basis. For proposals that are not timely
filed, the Company retains discretion to vote proxies it receives. For proposals
that are timely filed, the Company retains discretion to vote proxies it
receives, provided that (i) the Company includes in its Proxy Statement advice
on the nature of the proposal and how it intends to exercise its voting
discretion and (ii) the proponent does not issue a Proxy Statement.

TRANSACTION OF OTHER BUSINESS

Management does not know of any matters to be brought before the meeting
other than those referred to in this Proxy Statement. If any matters which are
not specifically set forth in the form of proxy and this Proxy Statement
properly come before the meeting, the persons designated as proxies will vote
thereon in accordance with their best judgment.

AMERICANA PUBLISHING, INC.
303 San Mateo NE, Suite 104A, Albuquerque, NM 87108
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Americana Publishing, Inc. (the "Company") hereby
appoints GEORGE LOVATO as the attorney and proxy of the undersigned, with the
powers the undersigned would possess if personally present, and with full power
of substitution, to vote all shares of common stock of the Company at the Annual
Meeting of Stockholders of the Company to be held on Friday, January 30, 2004 at
11:00 a.m. at 303 San Mateo NE, Suite 104A, Albuquerque, NM 87108, and at any
adjournment or postponement thereof, upon all subjects that may properly come
before the meeting, including the matters described in the Proxy Statement
furnished herewith, subject to any directions indicated below.

PROPOSAL 1 - Election of Directors:
[ ] FOR all five nominees listed below.
[ ] WITHHOLD AUTHORITY to vote for all five nominees for director listed below.
[ ] FOR all five nominees for director listed below, except WITHHOLD AUTHORITY
to vote for the nominee(s) whose name(s) is (are) lined through.
Nominees: Mr. George Lovato, Jr., Mr. Don White, Mr. David Poling, Mr. Jay Simon and Mr. Jerome Ruther

PROPOSAL 2 - The ratification of the selection of Phillip H. Salchli CPA as
independent auditor of the Company for the fiscal years ending December 31,
2002, 2003, and 2004.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

PROPOSAL 3 - The approval of an amendment to the Articles of Incorporation
increasing the total authorized shares of common stock to 500,000,000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

PROPOSAL 4- The approval of the modification to the anti-takeover provision of
the director option agreements.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

PROPOSAL 5 - The approval of the Reverse Stock Split.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholders(s). If no direction is made, this proxy will be
voted "FOR" the nominees of the Board of Directors in the election of directors,
"FOR" the proposal to ratify the selection of Phillip H. Salchli CPA as our
independent auditor, "FOR" the increase to the authorized shares of common
stock, "FOR" the modification to the anti-takeover provision of the director
option agreements, and "FOR" the reverse stock split. This proxy also delegates
discretionary authority to vote with respect to any other business which may
properly come before the meeting or any adjournment or postponement thereof.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING AND
PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH AND HEREBY RATIFIES ALL THAT
THE SAID ATTORNEYS AND PROXIES MAY DO BY VIRTUE HEREOF.

Dated:

(Stockholder's Signature)

Note: Please mark, date and sign this proxy card and return
it in the enclosed envelope. Please sign as your name
appears hereon. If shares are registered in more than one
name, all owners should sign. If signing in a fiduciary or
representative capacity, please give full title and attach
evidence of authority. Corporations please sign with full
corporate name by a duly authorized officer and affix
corporate seal.