UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2004
ADSOUTH PARTNERS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-33135 68-0448219
(Commission File Number) (I.R.S. Employer Identification No.)
1515 N. Federal Highway, Suite 418, Boca Raton, Florida 33432
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 470-0410
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On August 16, 2004, the Registrant issued a corrective press release regarding
its announcement that the board of directors had been expanded and was in the
process of establishing a compensation committee.
Exhibit No. Description.
99.1 Press Release issued by Registrant on August 16, 2004.
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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.
Dated: August 16, 2004. ADSOUTH PARTNERS, INC.
/S/ John Acunto
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(Registrant)
John Acunto
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description.
99.1 Press Release dated August 16, 2004 issued by
Adsouth Partners, Inc.
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Exhibit 99.1
ADSOUTH PARTNERS, INC. CORRECTS RELEASE ON ELECTION OF NEW BOARD MEMBERS
Boca Raton, Florida. August 16, 2004 -- Adsouth Partners, Inc. (OTC BB: ADPR),
announced today that on August 10, 2004 John Cammarano (President), Gary Hohman
(Chief operating Officer) and Lee Wingeier (Chief Financial Officer) were
elected as members of its board of directors. John P. Acunto, Jr. (Chief
Executive Officer) continues to serve as a director. The election of Messrs.
Cammarano, Hohman and Wingeier brings the number of directors to four.
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
and from the direct marketing sale of acquired rights to products. Adsouth
Partners is developing a market niche by providing a full level of service
quality to fulfill an existing need for the users of direct marketing services.
Statements in this press release may be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on current expectations, estimates and projections about
Adsouth's business based, in part, on assumptions made by management. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Forward-looking
statements include, but are not limited to, statements that express our
intentions, beliefs, expectations, strategies, predictions or any other
statements relating to our future activities or other future events or
conditions. These statements are based on current expectations, estimates and
projections about our business based, in part, on assumptions made by
management. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and probably will, differ materially
from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those risks discussed under "Risk Factors" in the
company's Form 10-KSB annual report for the year ended December 31, 2003 and in
its registration statement on Form S-8, filed on August 9, 2004, those described
in Management's Discussion and Analysis of Financial Conditions and Results of
Operations in its Form 10-KSB annual report for the year ended December 31, 2003
and Form 10-QSB quarterly report for the quarter ended March 31, 2004, and those
described and in any other filings which we make with the SEC. In addition, such
statements could be affected by risks and uncertainties related to our financial
conditions, the availability of financing, the company's ability to generate
clients for the direct response marketing business, the company's ability to
successfully develop its Dermafresh business as well as other factors which
affect the industries in which we conduct business, including market and
customer acceptance, competition, government regulations and requirements and
pricing, as well as general industry and market conditions and growth rates, and
general economic conditions. Any forward-looking statements speak only as of the
date on which they are made, and Adsouth does not undertake any obligation to
update any forward-looking statement to reflect events or circumstances after
the date of this release.
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