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): April 20, 2006
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.)
1141 South Rogers Circle, Suite 11, Boca Raton, FL 33487
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(Address of principal executive offices)
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.
On April 20, 2006, the registrant issued a press release providing an
update on the business of its subsidiary, Genco Power Solutions, Inc. and the
proposed sale of its product sector. The press release also provided notice of
an April 21, 2006 conference call to discuss Genco Power Solutions, Inc. and the
proposed transaction. A copy of the press release is filed as Exhibit 99.1 to
this report.
The registrant has previously announced that it had signed a letter of
intent which contemplated the sale of its product brands from its consumer
product portfolio to MFC Development Corp. in a cash and stock transaction and
that the MFC stock would be distributed to shareholders. The registrant is
currently negotiating the sales agreement. The registrant stated in the
conference call that the proposed dividend of the MFC stock would be made to
common stockholders. In order to eliminate potential confusion relating to the
stock distribution, the registrant is disclosing that although the Board has
approved in principle the distribution of the MFC shares to stockholders, no
determination has been made as to any of the specific terms or the manner of the
distribution. Any such determination will be made by the Board following the
closing of the sale.
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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 as duly authorized.
ADSOUTH PARTNERS, INC.
(Registrant)
Date: April 26, 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 April 20, 2006, issued by Adsouth
Partners, Inc.
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