-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K1K1qQyJxPNZ35cADrJwliqsFP/JWIkv9fcwTTxPlMu2ivhr70NW86GlEW/lZLoW Ty9Vx0PN7LYcBalcHcbwPw== 0001176721-04-000071.txt : 20040204 0001176721-04-000071.hdr.sgml : 20040204 20040204170704 ACCESSION NUMBER: 0001176721-04-000071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040204 GROUP MEMBERS: ANGELA E. ACUNTO FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACUNTO JOHN P JR CENTRAL INDEX KEY: 0001277259 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 299 WEST CAMINO GARDENS DRIVE STREET 2: SUITE 200 CITY: BOCA RASTON STATE: FL ZIP: 33432 BUSINESS PHONE: 5617500410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZENITH TECHNOLOGY INC CENTRAL INDEX KEY: 0001158235 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 680448219 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79511 FILM NUMBER: 04567558 BUSINESS ADDRESS: STREET 1: 409 CENTER STREET CITY: YUBA CITY STATE: CA ZIP: 95991 BUSINESS PHONE: 5307900246 MAIL ADDRESS: STREET 1: 409 CENTER STREET CITY: YUBA CITY STATE: CA ZIP: 95991 SC 13D 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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 (CUSIP Number) KENNETH S. AUGUST, ESQ. FELDHAKE, AUGUST & ROQUEMORE LLP 19900 MACARTHUR BLVD., SUITE 850 IRVINE, CA 92612 (949) 553-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 4, 2004 (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. [__] 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). 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 0 O% 8. Shared Voting Power 28,000,000 49.8% 9. Sole Dispositive Power 0 O% 10. Shared Dispositive Power 28,000,000 49.8% 11. Aggregate Amount Beneficially Owned by Each Reporting Person 28,000,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (11) 49.8% 12. Type of Reporting Person IN 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 0 O% 8. Shared Voting Power 28,000,000 49.8% 9. Sole Dispositive Power 0 O% 10. Shared Dispositive Power 28,000,000 49.8% 11. Aggregate Amount Beneficially Owned by Each Reporting Person 28,000,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 11. Percent of Class Represented by Amount in Row (11) 49.8% 12. Type of Reporting Person IN ITEM 1. NAME OF ISSUER. The name of the issuer of the common stock pursuant to which this statement on Schedule 13D (the "Schedule") is being filed is Adsouth Partners, Inc., formerly known as Zenith Technology, Inc. ("Adsouth" or the "Issuer"). The principal executive office of Adsouth is located at 2600 Michelson, 17th Floor, Irvine, California 92612. ITEM 2. IDENTITY AND BACKGROUND. This Schedule is filed jointly on behalf of John P. Acunto, Jr. and Angela E. Acunto, husband and wife. Mr. Acunto and Mrs. Acunto are sometimes collectively referred to herein as the "Reporting Persons". The business address for the Reporting Persons is 299 West Camino Gardens Drive, Suite 200, Boca Raton, Florida, 33432. Mr. Acunto is a major shareholder and currently serves as the sole director, the Chief Executive Officer and the interim Chief Financial Officer, of the Issuer. In addition, Mr. Acunto serves as the sole director, Chief Executive Officer, Chief Financial Officer and Secretary of Adsouth, Inc., a Florida corporation ("Adsouth Florida"). Mrs. Acunto is also a major shareholder of the Issuer, and serves as an Executive Vice President on behalf of the Issuer and Adsouth Florida. The Issuer is located at 2600 Michelson, 17th Floor, Irvine, California, 92612 and it is in the business of selling products through direct response media advertising. During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has either Reporting Person been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, either Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons are both citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On January 4, 2004, the Reporting Persons entered into a Share Exchange Agreement (the "Agreement") with Tiger Fund, Inc., a Maryland corporation ("Tiger Fund") and Adsouth Florida, pursuant to which the Reporting Persons exchanged all of the issued and outstanding shares of Adsouth Florida for shares of common stock of the Issuer (the "Share Exchange"). In accordance with the terms and conditions of the Agreement, the Reporting Persons exchanged one hundred thousand (100,000) shares of common stock of Adsouth Florida for twenty eight million (28,000,000) shares of common stock of the Issuer, which were received from Tiger Fund. ITEM 4. PURPOSE OF THE TRANSACTION. The purpose of the Share Exchange was to provide the Issuer with a mechanism to acquire all of the issued and outstanding shares of Adsouth Florida, thereby indirectly acquiring all of the assets of Adsouth Florida, and to combine such assets with the business of the Issuer, a publicly-trading company. At the time of the closing of the Share Exchange, Mr. Acunto was appointed as the sole director, the Chief Executive Officer and the acting Chief Financial Officer of the Issuer. Mr. Acunto's appointment as the sole director of the Issuer was to fill an existing vacancy on its Board of Directors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As a result of the Share Exchange, Mr. Acunto directly owns fourteen million (14,000,000) shares of common stock, representing a beneficial interest of 24.9% of the issued and outstanding shares of common stock of Adsouth. In addition, Mrs. Acunto directly owns fourteen million (14,000,000) shares of common stock, representing a beneficial interest of 24.9% of the issued and outstanding shares of common stock of Adsouth. Together, the Reporting Persons own twenty-eight million (28,000,000) shares of common stock, representing a beneficial interest of 49.8% of the issued and outstanding shares of common stock of Adsouth. John P. Acunto and Angela E. Acunto are husband and wife and, pursuant to Rule 13d-3, each of them may be deemed to have beneficial ownership of the amount of shares reflected as owned by the other as set forth above. No persons other than Mr. and Mrs. Acunto have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of common stock of Adsouth that are beneficially owned by them. The following table sets forth information relating to stock transactions by Mr. Acunto during the past 60 days. All transactions are market sales of common stock.
Date Number of Shares Price per Share - ----------------- ---------------- ---------------- December 1, 2003. 10,000 $ 0.35 December 22, 2003 5,100 $ 0.15 December 24, 2003 68,000 $ 0.12 December 26, 2003 100 $ 0.12 December 29, 2003 10,300 $ 0.12 December 30, 2003 5,580 $ 0.12 December 30, 2003 250 $ 0.12 December 30, 2003 400 $ 0.12
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than the Joint Filing Agreement attached to this Schedule, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to the common stock of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement dated February 2, 2004 by and among John P. Acunto, Jr. and Angela E. Acunto with respect to the event dated January 4, 2004. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Schedule is true, complete and correct. Dated: February 2, 2004 By: /s/ John P. Acunto, Jr. --------------------------- Name: John P. Acunto, Jr. By: /s/ Angela E. Acunto ----------------------- Name: Angela E. Acunto EXHIBIT 1 --------- JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the parties hereby agree to the joint filing of this Statement on Schedule 13D with respect to the shares of common stock, par value $.0001 per share, of Adsouth Technology, Inc., with the Securities and Exchange Commission and any other applicable authorities or parties. The parties hereto further agree that this Joint Filing Agreement ("Agreement") be included as an exhibit thereto. In addition, each party to this Agreement agrees to file jointly any and all subsequent amendments to such Schedule on Schedule 13D, and expressly authorizes each other party hereto to file the same on its behalf as such filing party deems necessary or appropriate, until such time as a party hereto shall notify the others in writing of its desire to terminate this Agreement. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. Date: February 2, 2004 By: /s/ John P. Acunto, Jr. --------------------------- Name: John P. Acunto, Jr. By: /s/ Angela E. Acunto ----------------------- Name: Angela E. Acunto -----END PRIVACY-ENHANCED MESSAGE-----