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): January 25, 2005
ADSOUTH PARTNERS, INC.
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(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))
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Section 1 - Registrant's Business and Operations
Item 7.01. Regulation FD Disclosure.
On January 26, 2005, Adsouth Partners, Inc. issued a press release announcing
that it has received approval from its accounts receivable financing institution
increasing the maximum financing on eligible receivables from $2 million to $7.4
million. Although the increase of this facility may help meet our long-term
financing requirements for products shipped, it does not affect our immediate
working capital needs. Under the terms of the financing arrangement, the Company
may sell eligible receivables at such time as orders have been shipped. As of
today, the $2 million facility is sufficient to finance our eligible accounts
receivable." A copy of the press release is filed as Exhibit 99.1 to this
report.
On January 27, 2005, Adsouth Partners, Inc. issued a press release announcing
that it had received orders from several catalog retailers for its Simon
Solutions-Lip Solutions Product aggregating $50,000. A copy of the press release
is filed as Exhibit 99.2 to this report.
Item 9.01 - Financial Statements and Exhibits
(b) Exhibits
99.1 Press release, dated January 26, 2005, issued by Adsouth
Partners, Inc.
99.2 Press release, dated January 27, 2005, issued by Adsouth
Partners, Inc.
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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: February 2, 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 January 26, 2005, issued by Adsouth
Partners, Inc.
99.2 Press release, dated January 27, 2005, issued by Adsouth
Partners, Inc.
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Exhibit 99.1
AdSouth Partners Receives $5.4 Million Increase in Available Receivable
Financing Facility
BOCA RATON, Fla.--(BUSINESS WIRE)--Jan. 26, 2005--AdSouth Partners, Inc. (OTCBB
"ADPR") is pleased to announce that it has received approval from its receivable
financing institution increasing the financing on eligible receivables from $2
million to $7.4 million. This increase includes the addition of $5 million of
financing on potential orders from Wal-Mart and Ulta.
John Acunto, the Company's Chief Executive Officer stated, "This increased
financing facility enables AdSouth to fulfill potential orders to the largest
retailer in the world." "We are now in a position to accelerate our cash flows
in the event we receive orders from the customers that were added to our
receivables facility," he added.
The financing facility allows the Company to receive advance payments on orders
that have been shipped and accelerates the timing of its cash flows.
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.
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 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.
CONTACT: CEOcast, Inc. for AdSouth PartnersEd Lewis, 212-732-4300, ext. 225
SOURCE: AdSouth Partners, Inc.
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Exhibit 99.2
AdSouth Receives Orders from Several Catalog Retailers
BOCA RATON, Fla.--(BUSINESS WIRE)--Jan. 27, 2005--AdSouth Partners, Inc. (OTCBB
"ADPR") announced today that it has orders from several catalog retailers for
the Simon Solutions - Lip Solution Product. During the first quarter of 2005
AdSouth has received orders from Publishers Clearing House, Dr. Leonards,
Harriet Carter Gifts, ABC Distributing and AmeriMark for both the Lip Solution
and other Dermafresh products aggregating $50,000. John Cammarano, AdSouth's
President, stated, "Although catalog retailers do not represent a significant
portion of our business, their orders are a good indicator of acceptance for the
product as we begin the launch of the Lip Solution."
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.
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 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.
CONTACT: AdSouth Partners, Inc.
John Acunto, 561/750-0410
SOURCE: AdSouth Partners, Inc.
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