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 21, 2005
ADSOUTH PARTNERS, INC.
(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 2.02. Results of Operations and Financial Condition
On March 21, 2005, Adsouth Partners, Inc. issued a press release announcing its
financial results for the year ended December 31, 2004. A copy of the press
release is furnished as Exhibit 99.1 to this report.
Total revenues were $4.044 million for the year ended 2004 compared to $789,000
for the period from July 8, 2003, date of inception, to December 31, 2003. The
loss for the year ended 2004, before the deduction of $4.488 million of non-cash
stock-based compensation expense, was $1.232 million, and the net loss for 2004
was $5.811 million, or $1.05 per share (basic and diluted), as compared with net
income of $385,000, or $.13 per share, for 2003 (basic and diluted). The per
share information reflects a one-for-15 reverse split, which becomes effective
on March 25, 2005. Without giving effect to the reverse split, the per share
loss for 2004 would be $.07 and the per share income for 2003 would be $.01 per
share.
During the fourth quarter of 2004 revenues were $232,000, which was a decrease
from the quarterly revenues generated during each of the first three quarters of
2004, while the Company was seeking financing necessary to fund product
purchases and advertising expenditures. Working capital was negatively impacted
in the fourth quarter due to the non-payment of a $656,000 receivable of which
$482,000 was charged as bad debt expense in the fourth quarter. In February
2005, the Company received approximately $700,000 in net proceeds from a
convertible debenture financing, which provided the Company with the working
capital necessary to fulfill its 2005 first quarter product shipment schedule.
The Company expects to release its outlook for the 1st quarter of 2005 on
Thursday, March 24, 2005.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
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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 22, 2005 /S/ Anton Lee Wingeier
_____________________________________
Anton Lee Wingeier
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press release, dated March 21, 2005, issued by Adsouth
Partners, Inc.
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Exhibit 99.1
ADSOUTH PARTNERS REPORTS RECORD REVENUES FOR 2004
Revenues Increase $3.3 Million or 413%
Boca Raton, Florida (March 21, 2005), Adsouth Partners, Inc. (OTCBB "ADPR")
announces that revenues for 2004 increased $3.255 million or 413% from $.789
million for 2003 to $4.044 million for 2004. During 2004, Advertising Sector
revenues were $2.925 million compared to $.789 million in 2003 (the Advertising
Sector commenced operations on July 8, 2003). During 2004, Product Sector
revenues were $1.119 million. In February 2004 Adsouth acquired the rights to
the Dermafresh line and product sales began at the end of June 2004. Because no
Product Sector revenues were generated during 2003 all such sales in 2004 were
accretive.
The loss for 2004, before the deduction of $4.488 million of non cash
stock-based compensation expense, was $1.323 million, resulting in a net loss of
$5.811 million. During the 4th quarter of 2004 revenues were $.232 million,
which was a decrease from the quarterly revenues generated during each of the
first three quarters of 2004, while the Company was seeking financing necessary
to fund product purchases and advertising expenditures. Working capital was
negatively impacted in the 4th quarter due to the non-payment of a $.656 million
Advertising Sector receivable of which $.482 was charged as bad debt expense in
the 4th quarter. In February 2005, the Company received approximately $.7
million in net proceeds from a convertible debenture financing, which provided
the Company with the working capital necessary to fulfill its 2005 first quarter
product shipment schedule. The Company expects to release it outlook for the 1st
quarter of 2005 on Thursday, March 24, 2005.
About Adsouth Partners
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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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