UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 17, 2004



                             ADSOUTH PARTNERS, INC.
                      ------------------------------------
             (Exact name of registrant as specified in its charter)


                                     NEVADA
- --------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


                        0-33135               68-0448219
          (Commission File Number) (I.R.S. Employer Identification No.)


              2600 MICHAELSON, 17TH FLOOR, IRVINE, CALIFORNIA 92612
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (949) 852-3588


                                 NOT APPLICABLE

   (Former name, former address and former fiscal year, if changed since last
                                     report)



ITEM  7.       FINANCIAL  STATEMENTS  AND  EXHIBITS.

(c)  Exhibits

99.4     Press  Release dated February 17, 2004 issued by Adsouth Partners, Inc.

ITEM  12.  RESULTS  OF  OPERATIONS  AND  FINANCIAL  CONDITION

On  February  17, 2004, Adsouth Partners, Inc. issued a press release announcing
the  financial  results  of its newly acquired subsidiary, Adsouth, Inc. for the
period  from  July 8, 2003 (its date of inception) to December 31, 2003.  A copy
of  the  press  release  is  furnished  as  Exhibit  99.4  to  this  report.

The  information  in  this report shall not deemed to be "filed" for purposes of
Section  18  of  the  Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  or  otherwise subject to the liability of that section, and shall not be
incorporated  by  reference  into  any  registration statement or other document
filed  under the Securities Act of 1933, as amended, or the Exchange Act, except
as  shall  be  expressly  set  forth  by  specific  reference  in  such  filing.

SIGNATURE

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.

Date:   February  17,  2004

ADSOUTH  PARTNERS,  INC.

By:     /s/  John  P.  Acunto
        -------------------------
        Chief  Executive  Officer