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): May 15, 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) (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.
On May 15, 2006, the Company was served in an action in the Bankruptcy
Court in the State of New Jersey by N.V.E., Inc. ("NVE"). Other defendants in
the action are John Acunto, Jr., a principal stockholder and former chief
executive officer, John Cammarano, a former chief executive officer, Anton Lee
Wingeier, the Company's chief financial officer and three other employees of the
Company. The complaint arises from a letter agreement dated May 12, 2005,
pursuant to which the Company performed services for NVE relating to NVE's
advertising campaign. The complaint alleges that the Company breached the
contract in fraudulently invoicing NVE for advertising services. The complaint
also alleges that the Company's conduct constituted criminal activity and
includes a claim under federal and New Jersey Racketeer Influenced and Corrupt
Organizations Act (generally known as RICO), and seeks damages in excess of
$2,000,000 plus costs, with claims for treble damages and punitive damages. The
Company believes that the allegations of criminal conduct and the RICO claims
are without merit. The Company believes that it has meritorious defenses to the
other claims alleged and intends to vigorously defend the action.
During the year ended December 31, 2005 and the three months ended
March 31, 2006, NVE was the Company's largest customer, accounting for 49% and
72%, of total revenues respectively.
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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: May 16, 2006 /S/ Anton Lee Wingeier
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Anton Lee Wingeier
Chief Financial Officer
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