UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2006
ADSOUTH PARTNERS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 68-0448219
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
1515 N. Federal Highway, Suite 418, Boca Raton, FL 33432
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(Address of principal executive offices)
(561) 750-0410
(Registrant's telephone number, including area code)
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))
Purpose of Amendment:
This amendment is being filed to correct three typographical errors including
the Date of Report which is properly reflected herein as February 9, 2006.
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Item 7.01. Regulation FD Disclosure.
On February 9, 2006, Adsouth Partners, Inc. issued a press release providing a
business update, an update on 2005 whole year revenue guidance and first quarter
2006 revenue guidance. A copy of the press release is filed as Exhibit 99.1 to
this report.
Item 8.01 Other Events.
In December 2005, the registrant formed Genco Power Solutions, Inc. ("Genco")
for the purpose of marketing power generation systems. The Registrant received
66% of Genco's common stock. Mr. Anton Lee Wingeier, the Registrant's chief
financial officer, serves as Genco's president. Genco has employed two
individuals to manage Genco's operations, each of whom owns 13.5% of Genco's
stock. In order to provide adequate working capital for its business, on
February 10, 2006, Genco entered into a loan agreement with a non-affiliated
lender which provides for a $1,000,000 loan commitment. The terms of the loan
agreement provides for an initial draw of $500,000, which loan was made on
February 10, 2006, and a second draw of $500,000 within thirty days of the
initial draw. The loan bears interest at 18% per annum, requires an interest
only payment for the first month and twelve payments thereafter consisting of
$41,666.67 of principal plus accrued interest. The loan is guaranteed by Mr.
John Acunto, Jr., the Registrant's principal stockholder, for which he provided
received consideration of fifty thousand dollars from Genco. In addition the
lender holds a security interest in all of Genco's assets. Pursuant to the loan
agreement, the lender received 7% of Genco's common stock and has a right of
first refusal to provide customer financing for the sale of Genco's generator
systems. Also, after 18 months, the lender has the right to cause the Registrant
to purchase the lender's shares of Genco common stock at a negotiated price of
no less than 3.5 times Genco's trailing twelve month's income before interest,
depreciation, amortization and income taxes.
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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.
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(Registrant)
Date: March 2, 2006 /S/ Anton Lee Wingeier
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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 February 9, 2006, issued by Adsouth
Partners, Inc.(1)
99.2 Loan agreement, dated February 10, 2006, between Genco Power
Solutions, Inc. and New Valu, Inc.(1)
(1) Incorporated by reference to the 8-K filed on February 15, 2006
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