0001085711-05-000010.txt : 20120613 0001085711-05-000010.hdr.sgml : 20120613 20050329094301 ACCESSION NUMBER: 0001085711-05-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050329 DATE AS OF CHANGE: 20050329 GROUP MEMBERS: ANGELA ACUNTO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADSOUTH PARTNERS, INC. CENTRAL INDEX KEY: 0001158235 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 680448219 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79511 FILM NUMBER: 05708164 BUSINESS ADDRESS: STREET 1: 1515 NORTH FEDERAL HWY STREET 2: STE 418 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 561-750-0410 MAIL ADDRESS: STREET 1: 1515 NORTH FEDERAL HWY STREET 2: STE 418 CITY: BOCA RATON STATE: FL ZIP: 33432 FORMER COMPANY: FORMER CONFORMED NAME: ZENITH TECHNOLOGY INC DATE OF NAME CHANGE: 20010828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACUNTO JOHN P JR CENTRAL INDEX KEY: 0001277259 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 299 WEST CAMINO GARDENS DRIVE STREET 2: SUITE 200 CITY: BOCA RASTON STATE: FL ZIP: 33432 BUSINESS PHONE: 5617500410 SC 13D/A 1 ads13da1_jaa.txt FORM 13D/A DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 ADSOUTH PARTNERS, INC. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 00737M 20 0 (CUSIP Number) Asher S. Levitsky P.C. Esanu Katsky Korins & Siger, LLP 605 Third Avenue New York, New York 10158 (212) 953-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 22, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. 9 Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 CUSIP No. 00737M 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). JOHN P. ACUNTO, JR. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ X ] (b) [ ] 3. SEC Use Only. 4. Source of Fund PF (STOCK) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 2,177,287 26.3% 8. Shared Voting Power 0 0.0% 9. Sole Dispositive Power 2,177,287 26.3% 10. Shared Dispositive Power 0 0.0% 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,177,287 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (11) 26.3% 12. Type of Reporting Person IN Page 2 of 6 CUSIP No. 00737M 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). ANGELA E. ACUNTO 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ X ] (b) [ ] 3. SEC Use Only. 4. Source of Fund PF (STOCK) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 1,933,334 23.5% 8. Shared Voting Power 0 0.0% 9. Sole Dispositive Power 1,933,334 23.5% 10. Shared Dispositive Power 0 0.0% 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,933,334 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (11) 23.5% 12. Type of Reporting Person IN Page 3 of 6 Item 1. Security and Issuer. This Amendment No. 1 relates to the common stock, par value $.0001 per share ("Common Stock"), of Adsouth Partners, Inc., a Nevada corporation (the "Company"), and amends the Schedule 13D, which was filed with the Securities and Exchange Commission (the "Commission") on February 4, 2004. The Schedule 13D is hereinafter referred to as the "Schedule." All capitalized terms used in this Amendment and otherwise undefined shall have the meanings ascribed in the Schedule. This Amendment is filed in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, by the reporting persons. It shall refer only to information that has materially changed since the filing of the Schedule. On March 28, 2005, as a result of a one-for-15 reverse split, the Company's CUSIP number changed. The number shown on this Schedule 13D is the new CUSIP number. All share and per share information in the Amendment No. 1 reflects the reverse split. Actual totals may differ slightly because of rounding. Item 3. Source and Amount of Funds or Other Consideration. Mr. Acunto used his personal funds to purchase the shares. Item 4. Purpose of Transaction. Mr. Acunto, together with his wife, are the Company's largest stockholders, and Mr. Acunto is the Company's chief executive officer and a director. Mr. Acunto purchased the shares to increase his interest in the Company. Item 5. Interest in Securities of the Issuer. (a) Mr. Acunto owns 1,787,287 shares of common stock, representing 22.2% of the outstanding shares of Common Stock, and options to purchase 390,000 shares of Common Stock. The 2,177,287 shares beneficially owned by Mr. Acunto represent 26.3% of the Company's Common Stock. (b) Mrs. Acunto owns 1,600,000 shares of common stock, representing 20.2% of the outstanding shares of Common Stock, and options to purchase 333,333 shares of Common Stock. The 1,933,334 shares beneficially owned by Mrs. Acunto represent 23.5% of the Company's Common Stock. (c) The 4,110,420 shares owned beneficially by Mr. and Mrs. Acunto represent 47.6% of the Company's Common Stock. (d) Each of Mr. and Mrs. Acunto disclaims beneficial interest in the shares of Common Stock owned by the other. (e) On March 21, 2005, Mr. Acunto was granted two stock options, each to purchase 56,667 shares of Common Stock at $.705, which was the fair market value on that date. The first option was exercisable until March 22, 2005, and it was exercised in full on that date. The second option expires in March 2006. (f) On March 22, 2005, Mr. Acunto purchased 64,000 shares of common stock in open market transactions. Except for the option exercise as described in paragraph (e) of this Item 5, Mr. Page 4 of 6 Acunto did not purchase any other shares of Common Stock during the sixty days prior to the date of this Schedule 13D. Set forth below is information as to the purchases by Mr. Acunto on March 22, 2005. Number of Shares Price Per Share ---------------- --------------- 667 $ .60 334 .63 1,667 .66 27,334 .675 2,334 .69 2,334 .705 1,334 .735 1,334 .7485 3,334 .75 9,334 .78 3,334 .795 10,667 .81 The total does not add up to 64,000 because of rounding. (g) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by Mr. or Mrs. Acunto. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Mrs. Acunto has pledged 5,000,000 shares of common stock to each of Argyll Equities and Platinum Securities to secure her three-year note in the principal amount of $400,000. Page 5 of 6 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information contained in this Statement is true, complete and correct. Dated March 28, 2005 /S/ John P. Acunto, Jr. ---------------------------- John P. Acunto, Jr. /S/ Angela E. Acunto ---------------------------- Angela E. Acunto Page 6 of 6