UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2004
ADSOUTH PARTNERS, INC.
----------------------
(Exact name of registrant as specified in its charter)
NEVADA 0-33135 68-0448219
- ---------------------------- ---------------------------- --------------------
(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
- ------------------------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 470-0410
-------------------------
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))
-1-
Item 7.01. Regulation FD Disclosure.
On October 26, 2004, Adsouth Partners, Inc. issued a press release stating that
it intends to announce its earnings for third quarter of 2004 on November 8,
2004 and its projected outlook for 2005 on November 11, 2004. A copy of the
press release is filed as Exhibit 99.1 to this report
-2-
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.
(Registrant)
Date: October 28, 2004 /S/ Anton Lee Wingeier
----------------------
Anton Lee Wingeier
Chief Financial Officer
-3-
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Press release, dated October 26, 2004, issued by
Adsouth Partners, Inc.
-4-
Exhibit 99.1
AdSouth Sets Dates for 3rd Quarter Earnings Release and 2005 Outlook
BOCA RATON, Fla.
CEOcast, Inc.
Ed Lewis, 212-732-4300 x225
AdSouth Partners, Inc. (OTC BB: ADPR) announced today that it will release the
results of its 2004 3rd quarter on November 8, 2004. Additionally, the Company
will be releasing its projected outlook for 2005 on November 11, 2004.
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, 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.
-5-