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Americana Publishing Inc. Enters into a $10,000,000 Standby Equity Distribution Agreement with Cornell Capital Partners.


ALBUQUERQUE, N.M. -- Americana Publishing Inc. Secures Promissory Note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt.  for $820,000 from Montgomery Equity Partners Ltd.

Americana Publishing Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
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) announced today it has entered into a Standby Equity Distribution Agreement In Finance, SEDA stands for a Standby Equity Distribution Agreement. This is an agreement whereby a small publicly-traded company arranges to raise additional capital by selling new stock without making a formal Secondary Market Offering to the market.  on April 1, 2005, with Cornell Capital Partners, LP ("Cornell Capital Partners"). Pursuant to the Standby Equity Distribution Agreement, the company may, at its discretion, periodically sell to Cornell Capital Partners shares of common stock for a total purchase price of up to $10 million. For each share of common stock purchased under the Standby Equity Distribution Agreement, Cornell Capital Partners will pay the company 95% of the lowest volume weighted average price of the company's common stock as quoted by Bloomberg, LP, on the Over-the-Counter Bulletin Board or other principal market on which the company's common stock is traded for the five days immediately following the notice date. Cornell Capital Partners will also retain 10% of each advance under the Standby Equity Distribution Agreement. Cornell Capital Partner's obligation to purchase shares of the company's common stock under the Standby Equity Distribution Agreement is subject to certain conditions, including the company obtaining an effective registration statement for shares of common stock sold under the Standby Equity Distribution Agreement and is limited to $250,000 per weekly advance.

On April 1, 2005, the company entered into a Promissory Note (the "Note") with Montgomery Equity Partners Ltd. ("Montgomery") in the principal amount of $820,000. The Note has an annual interest rate equal to 24%. Contemporaneously with the execution of the Note, the company and Montgomery entered into a Security Agreement (the "Security Agreement") and a Pledge Agreement (the "Pledge Agreement"). The company received $375,000 of the principal amount of the Note on April 1, 2005, and will receive the remaining principal balance Remaining principal balance

The amount of principal dollars remaining to be paid under a mortgage as of a given time.
 of $445,000 two business days prior to a registration statement being filed with the Securities and Exchange Commission. The Note is secured by all of the company's assets pursuant to the Security Agreement. In connection with the Note, the company issued to Montgomery a warrant to purchase 375,000 shares of the company's common stock for a period of three years at an exercise price equal to $0.001. The company granted registration rights on the shares of common stock underlying the warrant. The company will pay Yorkville Advisors Management, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, a commitment fee equal to 10% of the gross proceeds of each of the above-referenced closing tranches. In addition, the company paid to Yorkville Advisors Management, LLC, a non-refundable structuring fee equal to $10,000, which was deducted from the proceeds from the first closing tranches. Pursuant to the terms of the Note, the company had previously paid Yorkville Advisors Management, LLC, a non-refundable due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  fee equal to $2,500.

The company Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  George Lovato Jr. said, "We are pleased that we have formed an alliance with Cornell Capital Partners and Montgomery Equity Partners Ltd. This alliance allows access to capital which will give us the ability to expand and improve our business."

About Americana Publishing Inc.

Americana Publishing Inc. is a vertically integrated multimedia publishing company whose primary business is publishing and selling audio books, print books and electronic books in a variety of genres. Sales of its products are conducted through the Internet as well as through a distribution network of more than 35,000 retail stores, libraries and truck stops. The company's Coreflix(TM) subsidiary is the first online action sports DVD DVD: see digital versatile disc.
DVD
 in full digital video disc or digital versatile disc

Type of optical disc. The DVD represents the second generation of compact-disc (CD) technology.
 rental service marking a new distribution option for the action sports entertainment Sports entertainment is a type of of entertainment that takes the form of a sporting event, but with more emphasis on dramatic storylines, humor, spectacle or titillation than on a contest of athletic skills.  industry. Developed to meet the exploding demand for action sports DVDs and serve the needs of the huge following, Coreflix(TM), through its Rent-Ride-Return(TM) program, provides customers with more than 500 action and "extreme" sports DVD titles for a fixed monthly fee with no due dates and no late fees.

The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 provides a "safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward-looking statements with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the company is detailed from time to time in the company's reports filed with the Securities and Exchange Commission.
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Apr 14, 2005
Words:718
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