UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 2
Under the Securities Exchange Act of 1934
ADSOUTH PARTNERS, INC.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
00737M 20 0
(CUSIP Number)
Asher S. Levitsky P.C.
Esanu Katsky Korins & Siger, LLP
605 Third Avenue
New York, New York 10158
(212) 953-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 17, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box. 9
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior
cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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CUSIP No. 00237M 20 0 SCHEDULE 13D
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
JOHN P. ACUNTO, JR.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
3. SEC Use Only.
4. Source of Fund
PF (STOCK)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 2,734,402 31.8%
8. Shared Voting Power 0 0.0%
9. Sole Dispositive Power 2,734,402 31.8%
10. Shared Dispositive Power 0 0.0%
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,734,402
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (11) 31.8%
12. Type of Reporting Person IN
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CUSIP No. 00237M 20 0 SCHEDULE 13D
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
ANGELA E. ACUNTO
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X ]
(b) [ ]
3. SEC Use Only.
4. Source of Fund
PF (STOCK)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power 1,933,334 24.2%
8. Shared Voting Power 0 0.0%
9. Sole Dispositive Power 1,933,334 24.2%
10. Shared Dispositive Power 0 0.0%
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,933,334
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (11) 24.2%
12. Type of Reporting Person IN
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Item 1. Security and Issuer.
This Amendment No. 3 relates to the common stock, par value $.0001 per
share ("Common Stock"), of Adsouth Partners, Inc., a Nevada corporation (the
"Company"), and amends the Schedule 13D, which was filed with the Securities and
Exchange Commission (the "Commission") on February 4, 2004 and subsequently
amended. The Schedule 13D, as amended prior to this Amendment, is hereinafter
referred to as the "Schedule." All capitalized terms used in this Amendment and
otherwise undefined shall have the meanings ascribed in the Schedule.
This Amendment is filed in accordance with Rule 13d-2 of the Securities
Exchange Act of 1934, as amended, by the reporting persons. It shall refer only
to information that has materially changed since the filing of the Schedule.
Item 4. Purposes of Transaction.
In connection with the private placement by the Company of its
securities Mr. Acunto resigned as an officer and director of the Company and
entered into a three-year consulting agreement (the "Consulting Agreement"),
dated June 17, 2005, with the Company. The Consulting Agreement grants Mr.
Acunto the right, during the term of the agreement, to designate one individual
reasonably acceptable to the Company to serve as a director provided that such
person meets the test for independence under the rules of the Nasdaq Stock
Market.
Pursuant to the Consulting Agreement, Mr. Acunto agreed and obtained
the agreement of his wife that, prior to June 17, 2007 (two years after the
closing of the private placement), they would not sell any of the 933,334 shares
of common stock that each of them received in the reverse merger in January
2004, and that during such two-year period they would not sell any other shares
of common stock owned by them except with the limitations of Rule 144 of the
Commission pursuant to the Securities Act of 1933, as amended. Commencing June
17, 2007, Mr. and Mrs. Acunto will continue to be restricted to the Rule 144
limitation as long as they own, in the aggregate, at least 10% of the Company's
outstanding common stock.
Pursuant to the Consulting Agreement, the Company granted Mr. Acunto a
non-qualified stock option (the "Option") to purchase 2,000,000 shares of common
stock at an exercise price of $.65 per share, which is exercisable immediately
(subject to an increase in the authorized common stock) as to 500,000 shares and
thereafter in quarterly installments based on the Company's gross profit for the
quarter.
The Consulting Agreement is described in the Company's Report on Form
8-K which has an event date of June 17, 2005 and which was filed on June 20,
2005. A copy of the Consulting Agreement is filed as an exhibit to that report
on Form 8-K.
Item 5. Interest in Securities of the Issuer.
On May 23, 2005, Mr. Acunto purchased 7,800 shares of common stock at
$.85 per share in open market purchases.
On June 16, 2005, the Company granted Mr. Acunto an option to purchase
49,314 shares of common stock at an exercise price of $.74 per share. The option
was granted pursuant to Mr. Acunto's employment agreement with the Company which
provided for the grant of options based on the
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Company's gross profit, with the exercise price being the closing price on the
last trading day of the quarter.
On June 17, 2005, the Company granted the Option to Mr. Acunto.
As of June 20, 2005, Mr. Acunto owned 1,795,087 shares of common stock,
representing 23.4% of the outstanding shares of common stock, and options to
purchase 939,315 shares of common stock which are exercisable within 60 days
from that date. The number of exercisable options includes the option to
purchase 500,000 shares which is subject to an increase in the authorized common
stock. Mr. Acunto beneficially owned 2,734,402 shares, or 31.8% of the Company's
common stock, on June 20, 2005.
The previously reported pledge by Mr. Acunto of 200,000 shares of
common stock as security for the Company's note to Mark Begelman has terminated
since the Company has paid its note to Mr. Begelman.
As of June 20, 2005, Mrs. Acunto owned 1,600,000 shares of common
stock, representing 20.9% of the outstanding shares of common stock, and options
to purchase 333,334 shares of common stock which are exercisable within 60 days
from that date. As a result, Mrs. Acunto beneficially owned 1,933,334 shares, or
24.2% of the Company's common stock, on June 20, 2005. Together, Mr. and Mrs.
Acunto beneficially owned 4,667,736 shares, or 52.2% of the outstanding common
stock, on June 20, 2005.
Mrs. Acunto has pledged 333,334 shares of Common Stock to each of
Argyll Equities and Platinum Securities to secure her three-year note in the
principal amount of $400,000.
Except as disclosed above, neither Mr. Acunto nor Mrs. Acunto made any
other purchases or sales of the Company's securities during the 60 days prior to
the date of this report.
Mr. and Mrs. Acunto each disclaims beneficial ownership of the
securities owned by the other.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Reference is made to the Consulting Agreement.
Item 7. Material to be Filed as Exhibits.
1. Consulting agreement dated as of June 17, 2005, between John
P. Acunto, Jr. and the Company.(1)
(1) Filed as an exhibit to the Company's Form 8-K with an event date of June 17,
2005 which was filed with the Commission on June 20, 2005, and incorporated
herein by reference.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information contained in this Statement is true, complete and
correct.
Dated June 20, 2005
/S/ John P. Acunto, Jr.
----------------------------
John P. Acunto, Jr.
/S/ Angela E. Acunto
---------------------------
Angela E. Acunto
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