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): November 16, 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) 750-0410
                                                      -------------------------


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))


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Item 8.01 - Other Events

As previously reported, on or about November 5, 2004, Plan*It Strategic
Marketing, Inc. commenced an action in the Circuit Court, Palm Beach County,
Florida against the Company, its subsidiary Dermafresh, Inc., John Cammarano,
and others, including Think Tek, Inc., the company that sold Dermafresh, Inc.
and the Dermafresh microdermabrasion product to the Company, claiming that the
sale to the Company violated an agreement between the plaintiff and Think Tek,
Inc. Mr. Cammarano is president of the Company and was an officer, director and
stockholder of Dermafresh, Inc. at the time Dermafresh, Inc. was sold to the
Company. The plaintiff is seeking monetary damages and equitable relief,
including a temporary and permanent injunction, rescission and the imposition of
an equitable trust. A hearing on plaintiff's request for a temporary injunction
was held on November 15, 2004.

On November 16, 2004, the Company received notice from the Circuit Court, Palm
Beach County, that the plaintiff's motion for temporary injunction was denied.


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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.
                                       ----------------------
                                                 (Registrant)

Date: December 1, 2004                 /S/  Anton Lee Wingeier
                                       -----------------------------------
                                       Anton Lee Wingeier
                                       Chief Financial Officer





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