UNITED STATES 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): March 14, 2005
ADSOUTH PARTNERS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-33135 68-0448219
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1515 N. Federal Highway, Suite 418, Boca Raton, Florida 33432
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 750-0410
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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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On March 14, 2005, the board of directors of Adsouth Partners, Inc., a
Nevada corporation (the "Company") approved a one-for-15 reverse split of its
common stock. In connection with the reverse split, the number of authorized
shares of common stock is being reduced from 500,000,000 shares to 33,333,333
shares.
The reverse split and the reduction in the number of authorized shares
of common stock will become effective at the opening of trading on March 25,
2005.
No cash will be paid for fractional shares. All fractional shares will
be rounded up by the issuance of such additional fraction of a share as is
necessary to increase the fractional share to a full share of common stock.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Copy of Press Release dated March 15, 2005
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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.
ADSOUTH PARTNERS, INC.
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(Registrant)
Date: March 15, 2005 /S/ Anton Lee Wingeier
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Anton Lee Wingeier
Chief Financial Officer
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ADSOUTH PARTNERS ANNOUNCED ONE-FOR-15 REVERSE SPLIT
Boca Raton, Florida (March 15, 2005), Adsouth Partners, Inc. (OTCBB "ADPR")
announced today that its board of directors has approved a one-for-15 reverse
split of its common stock, effective at the opening of trading on March 25,
3005. In connection with the reverse split, the number of authorized shares of
common stock is being reduced from 500,000,000 to 33,333,333 shares. All
fractional shares will be rounded up by the issuance of such additional fraction
of a share as is necessary to increase the fractional share to a full share of
common stock.
As a result of the reverse split, the number of outstanding shares of
common stock will decrease from 118,563,979 shares to 7,904,265 shares. Mr. John
P. Acunto, Jr., Adsouth's chief executive officer, stated that the reverse split
and reduction in the number of outstanding shares should enable Adsouth to
present its per share information in a more rational manner.
About Adsouth Partners
Adsouth Partners is a vertically integrated direct response marketing company
that generates revenues from the placement of advertising, the production of
advertisements, creative advertising and public relations consulting services.
Since mid 2004, it has expanded its activities as it obtained the rights to
products that it markets and sells to retail outlets.
Certain statements in this news release may contain forward-looking information
within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6
under the Securities Exchange Act of 1934, and are subject to the Safe Harbor
created by those rules. All statements, other than statements of fact, included
in this release, including, without limitation, statements regarding potential
future plans and objectives of the company, are forward- looking statements that
involve risks and uncertainties. There can be no assurance that such statements
will prove to be accurate and actual results and future events could differ
materially from those anticipated in such statements. Technical complications
that may arise could prevent the prompt implementation of any strategically
significant plan(s) outlined above. The Company cautions that these
forward-looking statements are further qualified by other factors including, but
not limited to, those set forth in the Company's Form 10-KSB filing, its
registration statements and other filings with the United States Securities and
Exchange Commission (available at www.sec.gov). The Company undertakes no
obligation to publicly update or revise any statements in this release, whether
as a result of new information, future events or otherwise.
For further information contact: John P. Acunto, Jr., CEO of AdSouth Partners
at (561) 750-0410
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