**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**


**AMENDMENT
      NO. 1**





x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      fiscal year ended **DECEMBER
      31, 2005**





Commission
      File Number 0-33135





**ADSOUTH
      PARTNERS, INC.**




(Name
      of
      small business issuer in its charter)





Nevada
            
            68-0448219(State
                or other jurisdiction of Incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)1141
                S. Rogers Circle, Suite 11, Boca Raton, FL
            
            33487(Address
                of principal executive offices)
            
            Zip
                Code





Issuer's
      telephone number ( 561 ) 750-0410





Securities
      Registered Pursuant to Section 12(b) of the Act: None





Securities
      Registered Pursuant to Section 12(g) of the Act:





Common
                Stock, par value $.0001(Title
                of class)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No o





Check
      here if there is no disclosure of delinquent filers in response to Item 405
      of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





Indicate
      by check mark whether the registrant is a shell company (as defined in rule
      12b-2 of the exchange act. Yes o No x.





The
      Company had revenues of $13,314,000 for the year ended December 31,
      2005.





The
      aggregate market value of the registrant's common stock held by non-affiliates
      of the registrant was $2.6 million as of April 28, 2006.





There
      were 9,335,949 shares of the Company's common stock, $.0001 par value,
      outstanding as of April 28, 2006.





Transitional
      Small Business Disclosure Format (Check one): Yes o No x





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None





Purpose
      of Amendment





This
      amendment is filed to include PART III which was not included in the original
      filing.











**PART
      III**




**Item
        9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with
        Section 15(a) of the Exchange Act**




**Directors
      and Executive Officers**





The
      following table sets forth certain information with respect to our executive
      officers and directors as of December 31, 2005.





Name
            
            Age
            
            PositionJohn
                Cammarano, Jr.
            
            42
            
            Chief
                executive officer, president and directorAnton
                Lee Wingeier
            
            43
            
            Chief
                financial officer and corporate secretaryHarlan
                I. Press
            
            41
            
            DirectorJerald
                Horowitz
            
            68
            
            DirectorLoren
                B. Haynes
            
            45
            
            Director





John
      Cammarano, Jr. has served as our chief executive officer since June 17, 2005,
      as
      our president since March 18, 2004 and as a director since August 2004. From
      November 2003 to March 2004, Mr. Cammarano owned Florida Business and
      Entertainment, Inc. and was developing a web-based advertising internet site.
      For more than six years prior to November 2003, Mr. Cammarano was a part owner
      of Think-Tek, Inc., a direct response marketing company.




Anton
      Lee
      Wingeier has served as our chief financial officer since April 1, 2004, as
      our
      corporate secretary since August 2004 and as a director from August 2004 until
      August 2005. From April 2000 to April 2004, Mr. Wingeier managed his own
      accounting firm, specializing in SEC compliance matters and strategic merger
      and
      acquisition services. For six years prior to that, Mr. Wingeier was director
      of
      SEC reporting and vice-president of finance for Sagemark Companies
      Ltd.




Jerry
      Horowitz has been a director since August 2005. He has been the president and
      50% owner of Profit Motivators, Inc., an independent marketing representative
      since 1987. Profit Motivators represents us as an independent marketing
      representative to certain of our retail customers.





Harlan
      I.
      Press has been a director since August 2005. From April 2000 until April 2006,
      he was the vice-president and treasurer of Concord Camera Corp., a designer,
      developer, manufacturer and distributor of image capture devices and related
      products since April 2000. Mr. Press joined Concord Camera Corp. in April 1994
      and served in various capacities including corporate controller and chief
      accounting officer. Mr. Press is a member of the American Institute of Certified
      Public Accountants, the New York State Society of Certified Public Accountants
      and the Financial Executives Institute. As an officer of Concord Camera, Mr.
      Press is a defendant in several class actions against Concord, its directors
      and
      officers, relating primarily to Concord’s financial statements. In addition, the
      Commission has advised Concord that it is investigating matters underlying
      the
      claims in one of the class action suits. Concord and Mr. Press believe that
      the
      actions are without merit and are actively defending the actions.





Loren
      R.
      Haynes has been a director since December 2005. Mr. Haynes is vice president
      of
      sales and marketing for United Auto Group, an automobile brokerage firm, a
      position his has held since 2005. From 1997 to 2005 he was customer service
      engineer/installation coordinator for Sentry Technology Corp., a manufacturer
      of
      traveling robotic CCTV systems for industrial use.





**Director’s
      Compensation**





Pursuant
      to the 2005 Long-term incentive plan, each newly-elected independent director
      receives at the time of his or her election, a five-year option to purchase
      50,000 shares of common stock at the market price on the date of his or her
      election. In addition, the plan provides for the annual grant to each
      independent director of an option to purchase 10,000 shares of common stock
      on
      April 1 st of each
      year, commencing April 1, 2006. In l lieu of the annual grant of 10,000 to
      each
      director, in December 2005, each director received an option to purchase 25,000
      shares of common stock at an exercise price of $.32 per share, subject to
      stockholder approval of an amendment to the plan. Commencing August 2005, we
      are
      paying our independent directors an annual directors’ fee of $5,000, a meeting
      fee of $1,000 per meeting attended in person and $500 per meeting attended
      by
      telephone. Each committee member receives a payment of $250 for each meeting
      attended in person and $125 for each meeting attended by telephone. We pay
      the
      chairman of the audit committee an annual fee of $2,500.




2




**PART
        III**
  **Item
          9. Directors, Executive Officers, Promoters and Control Persons; Compliance
          with
          Section 15(a) of the Exchange Act**




**Board
      of Directors and Committee Meetings**





Our
      business, property and affairs are managed by or under the direction of the
      board of directors. Members of the board are kept informed of our business
      through discussion with the chief executive and financial officers and other
      officers, by reviewing materials provided to them and by participating at
      meetings of the board and its committees.





Since
      August 10, 2005, our board of directors has had two committees - the audit
      committee and the compensation committee. The audit committee is comprised
      of
      Messrs. Haynes, Horowitz and Press and the compensation committee is comprised
      of Messrs. Cammarano, Haynes, Horowitz and Press. Mr. Press is chairman of
      the
      audit committee and Mr. Horowitz is chairman of the compensation
      committee.





During
      2005, there were 15 meetings of the board of directors, all of which were
      attended by all persons serving as a director at that time.





Our
      audit
      committee is involved in discussions with our independent auditors with respect
      to the scope and results of our year-end audit, our quarterly results of
      operations, our internal accounting controls and the professional services
      furnished by the independent auditors. The audit committee also approved the
      selection of the independent registered accounting firm. Mr. Press is the audit
      committee financial expert and he is an independent director.





Our
      board
      of directors has adopted a written charter for the audit committee which the
      audit committee reviews and reassesses for adequacy on an annual basis. The
      charter can be found on our website at www.adsouthinc.com .





The
      compensation committee serves as the stock option committee for our stock option
      plan, and it reviews and approves any employment agreements with management
      and
      changes in compensation for our executive officers, other than Mr. Cammarano,
      whose compensation is reviewed by the audit committee.





Our
      board
      has adopted a code of business conduct and ethics that applies to all of our
      employees, officers, directors and consultants. A copy of the code of business
      conduct and ethics can be found on our website at www.adsouthinc.com .







**Section
      16(a) Compliance**




Section
      16(a) of the Securities Exchange Act of 1934, requires our directors, executive
      officers and persons who own more than 10% of our common stock to file with
      the
      SEC initial reports of ownership and reports of changes in ownership of common
      stock and other of our equity securities. To our knowledge, all of our directors
      and officers were in compliance with their reporting requirements in a timely
      manner during 2005.




3


**PART
        III**
  **Item
        10. Executive Compensation**
 **Summary
        Compensation Table**





The
      following table presents compensation information related to our chief executive
      officer and other executive officers who received or accrued compensation from
      us in excess of $100,000 (on an annualized basis) for 2005 and
      2004.





Long-term
                CompensationAwardsName
                and PrincipalPosition
            
            Year
            
            Salary
            
            Bonus
            
            Other
                AnnualCompensation
            
            Restricted
              Stock
              Awards
            
            Securities
                UnderlyingOptions
                / SARs (#)John
                P. Acunto, Jr.
              Chief
                Executive Officer
            
            
            2005
              2004
            
            $
              $
            80,000
              250,000
            
            $
              $
            46,000
              695,000
            
            $
              $
            14,000
              10,000
            
            
            666,667
            
            
            162,648
              333,333John
                Cammarano, Jr., Chief Executive Officer and President
            
            
            2005
              2004
            
            $
              $
            237,000
              128,000
            
            $
              $
            192,000
              132,000
            
            $
              $
            13,000
              16,000
            
            
            69,507
            
            
            1,000,000
              66,667Anton
                Lee Wingeier
              Chief
                Financial Officer
            
            
            2005
              2004
            
            $
              $
            163,000
              92,000
            
            $
              $
            146,000
              24,000
            
            $
              $
            12,000
              10,000
            
            
            46,667
            
            
            249,314
              —





Other
      annual compensation consists of fringe benefits including car allowance and
      medical benefits.





For
      2005,
      Mr. Acunto’s bonus represents incentive compensation pursuant to his employment
      agreement which terminated upon his resignation in June 2005. For 2004, Mr.
      Acunto’s bonus includes a $250,000 signing bonus pursuant to his employment
      agreement and $445,000 of discretionary commissions that were earned on
      advertising revenues prior to the execution of his employment
      agreement.





For
      2005,
      Mr. Cammarano’s bonus includes a $50,000 signing bonus related to a
      renegotiation of his employment terms and $142,000 of incentive compensation
      pursuant to his employment agreements. For 2004, Mr. Cammarano’s bonus includes
      a $50,000 signing bonus and $82,000 of commissions which were paid in accordance
      with his March 2005 employment agreement which was terminated June 2005.





For
      2005,
      Mr. Wingeier’s bonus includes a $50,000 signing bonus related to a renegotiation
      of his employment terms and $96,000 of incentive compensation pursuant to his
      employment agreements. For 2004, Mr. Wingeier’s bonus represents a signing bonus
      pursuant to his July 2004 employment agreement which was terminated in June
      2005.





**Employment
      and Consulting Agreements**





On
      February 18, 2005, we entered into an employment agreement, dated as of July
      1,
      2004, with John P. Acunto, Jr. to serve as our chief executive officer. Mr.
      Acunto’s employment agreement was terminated, except for his obligations under
      the non-disclosure, non-competition and related provisions, with the execution
      of his consulting agreement in June 2005. Mr. Acunto’s employment agreement
      provided for Mr. Acunto to serve as our chief executive officer until December
      31, 2009. Mr. Acunto received a salary of $375,000. He also received an initial
      bonus of $250,000 in 2004. Mr. Acunto received his quarterly bonus for the
      first
      quarter of 2005, and a proportionate share of his quarterly bonus for the period
      April 1 through June 16, 2005. The quarterly bonus was 5% of our adjusted gross
      profit, which is defined as gross profit less compensation (other than his
      quarterly bonus and annual bonus). For each quarter in which a quarterly bonus
      is payable, Mr. Acunto was to receive a five-year non-qualified option to
      purchase the number of shares of common stock determined by dividing the amount
      of the quarterly bonus by the exercise price per share, which shall be the
      closing price of our common stock on the last day of the quarter. Pursuant
      to
      this provision, Mr. Acunto received an option to purchase 49,314 shares of
      common stock at an exercise price of $.74 per share. Mr. Acunto also received
      options to purchase 113,334 shares of common stock at an exercise price of
      $.705
      per share. Mr. Acunto also received insurance benefits and a monthly automobile
      allowance of $1,800.




On
      June
      17, 2005, in connection with the June 2005 private placement, we entered into
      a
      consulting agreement with Mr. Acunto, pursuant to which Mr. Acunto agreed to
      serve on a substantially full-time basis as a consultant with principal emphasis
      in marketing our advertising business for a term of three years and continuing
      thereafter on a year-to-year basis unless terminated by either party on 90
      days
      prior written notice. As compensation for his services, we paid Mr. Acunto
      an
      initial payment of $200,000, and we are to pay him a non-refundable monthly
      draw
      of $17,000 against commissions earned. We agreed to pay Mr. Acunto a commission
      equal to 5% of the gross profit on covered accounts, as defined in the
      agreement. We also granted Mr. Acunto a non-qualified stock option to purchase
      2,000,000 shares of common stock at an exercise price of $.65 per share, which
      is exercisable immediately as to 500,000 shares and thereafter in quarterly
      installments based on our gross profit for the quarter. On August 16, 2005,
      the
      consulting agreement with Mr. Acunto was amended whereby the $34,000 paid to
      him
      for the months of July 2005 and August 2005 were deemed earned fees and not
      a
      draw on commissions and effective September 1, 2005, his commission was
      increased from 5% to 10% of the gross profit on covered accounts. In December
      2005, we granted Mr. Acunto an option to purchase 200,000 shares of common
      stock
      at an exercise price of $.32 per share.




4




**PART
        III**
  **Item
        10. Executive Compensation**


On
      March
      18, 2004, we entered into an employment agreement with John Cammarano, Jr.
      to
      serve as our president. Mr. Cammarano’s March 2004 employment agreement was
      superseded by a new employment agreement we entered into with him in October
      2005. Mr. Cammarano’s March 2004 employment agreement provided for him to serve
      as our president until March 18, 2007 and automatically renewed for additional
      three-year periods unless either we or Mr. Cammarano gave 90 days notice before
      March 18, 2007 of our or his intention to not renew. Mr. Cammarano received
      a
      salary at the annual rate of $175,000 through the term of the March 2004
      employment agreement. He also received a signing bonus of $50,000 and 25,000
      shares of common stock and an additional 33,334 shares of common stock for
      overseeing the establishment of a web-based advertising business and an option
      to purchase 66,667 shares of common stock at an exercise price of $1.35 per
      share. Mr. Cammarano was entitled to a bonus of 5% of our product sales and
      stock based incentives equal to 5% of the revenues that are generated as a
      result of his direct efforts. For the year ended December 31, 2004, Mr.
      Cammarano voluntarily limited his bonus compensation to 5% of product sales,
      less returns and advertising allowances. Mr. Cammarano also received a monthly
      auto allowance of $1,800.




On
      June
      17, 2005, Mr. Cammarano was elected as our chief executive officer and agreed
      that (i) he would not publicly sell any shares of our common stock during the
      two-year period commencing on the date of the purchase agreement relating to
      the
      June 2005 private placement, (ii) notwithstanding any contrary provisions of
      his
      employment agreement or other understanding, he will not receive any bonus
      except for a bonus based on growth in earnings per share as determined by a
      compensation committee of the board of directors the majority of members of
      which are independent directors, (iii) in the event of a termination of his
      employment, other than a termination by us that is not for cause or as a result
      of his death or disability, his severance will not exceed one year’s
      compensation, (iv) that he would no longer receive a car allowance and (v)
      that
      his base salary would be $250,000. We also granted Mr. Cammarano a non-qualified
      stock option to purchase 800,000 shares of common stock at an exercise price
      of
      $.65 per share as to 425,000 shares and thereafter in quarterly installments
      based on our gross profit for the quarter.




On
      October 7, 2005, we entered into an employment agreement with Mr. Cammarano
      which superseded his previous employment agreement. The employment agreement
      initially expires on December 31, 2008 and continues on a month-to-month basis
      thereafter unless terminated on not less than 90 days notice by either us or
      Mr.
      Cammarano. Pursuant to his employment agreement Mr. Cammarano receives annual
      compensation of $250,000, a signing bonus of $50,000 and quarterly and annual
      bonuses. The quarterly bonuses are equal to the sum of (i) a gross margin bonus
      calculated as 5% of the amount by which the product sector’s gross profit is
      greater than 47% of the product sectors revenues; (ii) an operating expense
      bonus calculated as the amount by which selling, general and administrative
      expense (less consulting fees, legal fees, non-cash stock expense and investor
      relations fees) as a percentage of consolidated revenue has decreased from
      the
      immediately preceding quarter, multiplied by consolidated revenues, the product
      of which is multiplied by one-half of the percentage decrease; and (iii) a
      net
      income bonus calculated as 7.5% of the quarter’s income before debt
      extinguishment, interest expense on subordinated debentures and non-cash stock
      compensation expense. The annual bonuses are calculated as 7.5% of the amount
      by
      which annual income before debt extinguishment, interest expense on subordinated
      debentures and non-cash stock compensation expense has increased from the
      immediately preceding year. Mr. Cammarano is entitled to receive options to
      purchase not less than such shares of common stock as having a value equal
      to
      the sum of the quarterly and annual bonuses and in December 2005 he received
      an
      option to purchase 200,000 shares of common stock for $0.32 per
      share.




On
      February 18, 2005, we entered into an employment agreement, dated as of July 1,
      2004, with our chief financial officer, Anton Lee Wingeier. Mr. Wingeier’s July
      2004 employment agreement was superseded by a new employment agreement we
      entered into with him in October 2005. Mr. Wingeier’s July 2004 employment
      agreement provided for Mr. Wingeier to serve as our chief financial officer
      until December 31, 2005 and continuing thereafter on a month-to-month basis
      unless terminated by either party. Mr. Wingeier received a salary at the annual
      rate of $125,000 through September 30, 2004 and $150,000 thereafter. He also
      received an initial bonus of $24,000 in 2004, and was to receive a quarterly
      and
      annual bonus. The quarterly bonus was 5% of our adjusted gross profit, which
      is
      defined as gross profit less compensation (other than his quarterly bonus and
      annual bonus). If our income before income taxes and payment of his annual
      bonus
      is at least $2,000,000, we were to pay Mr. Wingeier an annual bonus equal to
      5%
      of the adjusted income. For each quarter in which a quarterly bonus was payable,
      Mr. Wingeier was to receive a five-year non-qualified option to purchase the
      number of shares of common stock determined by dividing the amount of the
      quarterly bonus by the exercise price per share, which was the closing price
      of
      our common stock on the last day of the quarter. Mr. Wingeier also received
      insurance benefits and a monthly automobile allowance of $900. In the event
      of a
      termination of Mr. Wingeier’s employment as a result of his death or disability,
      we will pay him or his beneficiary his salary for the lesser of one year or
      the
      balance of the term.




5


**PART
        III**
  **Item
        10. Executive Compensation**


In
      connection with the June 2005 private placement, we and Mr. Wingeier agreed
      that
      (i) he would not publicly sell any shares of our common stock during the
      two-year period commencing on the date of the purchase agreement, (ii)
      notwithstanding any contrary provisions of his employment agreement or other
      understanding, he will not receive any bonus except for a bonus based on growth
      in earnings per share as determined by a compensation committee of the board
      of
      directors the majority of members of which are independent directors, (iii)
      in
      the event of a termination of his employment, other than a termination by us
      that is not for cause or as a result of his death or disability, his severance
      will not exceed one year’s compensation, (iv) that he would no longer receive a
      car allowance, (v) that his base salary would be $175,000 and (vi) that his
      employment term was extended to June 17, 2008.




On
      October 7, 2005, we entered into an employment agreement with Mr. Wingeier
      which
      superseded his previous employment agreement. The employment agreement initially
      expires on December 31, 2008 and continues on a month-to-month basis thereafter
      unless terminated on not less than 90 days notice by either us or Mr. Wingeier.
      Pursuant to his employment agreement Mr. Wingeier receives annual compensation
      of $175,000, a signing bonus of $50,000 and quarterly and annual bonuses. The
      quarterly bonuses are equal to the sum of (i) a gross margin bonus calculated
      as
      5% of the amount by which the product sectors gross profit is greater than
      47%
      of the product sectors revenues; (ii) an operating expense bonus calculated
      as
      the amount by which selling, general and administrative expense (less consulting
      fees, legal fees, non-cash stock expense and investor relations fees) as a
      percentage of consolidated revenue has decreased from the immediately preceding
      quarter, multiplied by consolidated revenues, the product of which is multiplied
      by one-half of the percentage decrease; and (iii) a net income bonus calculated
      as 7.5% of the quarter’s income before debt extinguishment, interest expense on
      subordinated debentures and non-cash stock compensation expense. The annual
      bonuses are calculated as 7.5% of the amount by which annual income before
      debt
      extinguishment, interest expense on subordinated debentures and non-cash stock
      compensation expense has increased from the immediately preceding year. Mr.
      Cammarano is entitled to receive options to purchase not less than such shares
      of common stock as having a value equal to the sum of the quarterly and annual
      bonuses and in December 2005 he received an option to purchase 200,000 shares
      of
      common stock for $0.32 per share.





**Stock
      Incentive Plans**





We
      have
      three equity incentive plans - our stock incentive plan, pursuant to which
      we
      may grant stock options, stock grants or other incentives to purchase up to
      1,000,000 shares to non-management employees, consultants, directors and
      advisors, our management incentive program, pursuant to which we may issue
      stock
      grants for up to 1,666,667 shares to management and our 2005 long-term incentive
      plan pursuant to which as of December 31, 2005, we may issue stock options,
      stock grants or other incentives to purchase up to 1,870,000 shares to
      employees, consultants, directors and advisors. In March 2006, our board of
      directors adopted, subject to stockholder approval, an amendment to the 2005
      long-term incentive plan increasing the number of shares available under the
      plan to 3,120,000 and providing that, for 2006, each independent director
      received an option to purchase 25,000 shares of common stock at an exercise
      price of $.32 per share, being the market price on the date the board approved
      the amendment to the plan..





During
      2005, we issued options to purchase an aggregate of 4,998,814 shares of common
      stock of which 298,519 were issued pursuant to the stock incentive plan, 26,667
      were issued pursuant to the management incentive plan, 1,873,628 were issued
      pursuant to the 2005 long-term incentive plan and 2,800,000 were issued outside
      of plans. The grant of options made outside of the plans was approved by the
      shareholders at the 2005 shareholder meeting.




6




**PART
      III**




**Item
        10. Executive Compensation**


As
      of
      December 31, 2005 there were an aggregate of 2,240 shares of common stock
      available for grant pursuant to these plans, plus any additional shares which
      may be available as a result of the expiration or termination of any outstanding
      options or other rights.








The
      following table sets forth information relating to options which were granted
      during 2005 to our executive officers who are included in the preceding summary
      compensation table as of December 31, 2005. No stock appreciation rights were
      granted.





Name
            
            Number
                of securities underlying options granted (#)
            
            Percent
                of total grants and options granted to employees in fiscal
                year
            
            Exercise
                or
              base
                price ($/share)
            
            Expiration
                DateJohn,
                P. Acunto, Jr.
            
            
            113,334
              49,314
              2,000,000
              200,000
            
            
            3%
              1%
              48%
              5%
            
            
            $.71
              $.74
              $.65
              $.32
            
            
            3/20/2006
              3/31/2010
              6/19/2010
              12/30/2010John
                Cammarano, Jr.
            
            
            800,000
              200,000
            
            
            40%
              10%
            
            
            $.65
              $.32
            
            
            6/19/2010
              12/30/2010Anton
                Lee Wingeier
            
            
            49,314
              200,000
            
            
            3%
              10%
            
            
            $.74
              $.32
            
            
            3/31/2010
              12/30/2010





Aggregated
      Option Exercises in Last Year and Year-end Option Values





The
      following table presents information regarding the unexercised options and
      stock
      appreciation rights to purchase shares of our common stock held by our executive
      officers who are included in the preceding summary compensation table as of
      December 31, 2005. No stock appreciation rights were granted.




Number
              of Securities Underlying Unexercised Options at Year End (#)
            
            Value
              of Unexercised In-the-Money Options at Year End ($)Name
            
            Shares
                Acquired On Exercise (#)
            
            Value
                Realized
            
            Exercisable
            
            Unexercisable
            
            Exercisable
            
            UnexercisableJohn,
                P. Acunto, Jr.1
            
            
            56,667
            
            $
            0
            
            
            1,739,315
            
            
            900,000
            
            $
            0
            
            
            —John
                Cammarano, Jr.
            
            
            —
            
            
            —
            
            
            832,292
            
            
            234,375
            
            $
            0
            
            $
            0Anton
                Lee Wingeier
            
            
            —
            
            
            —
            
            
            249,314
            
            
            —
            
            $
            0
            
            
            —





1
            Excludesoptions
                to purchase 333,334 shares issued in 2004 to Mr. Acunto’s wife, Angela E.
                Acunto, as to which he disclaims beneficial
                interest.






7




**PART
      III**




**Item
        11.**  **Security
        Ownership of Certain Beneficial Owners and Management and Related Stockholder
        Matters**




The
      following table and discussion provides information as to the shares of common
      stock beneficially owned on April 28, 2006 by: (i) each director; (ii) each
      officer named in the summary compensation table; (iii) each person owning of
      record or known by us, based on information provided to us by the persons named
      below, to own beneficially at least 5% of our common stock; and, (iv) all
      directors and executive
      officers as a group.





Name
            
            Shares
                of Common
              Stock
                Beneficially
              Owned
            
            Percentage
                of
              Outstanding
              Common
                StockJohn
                P. Acunto, Jr.
              1141
                S. Rogers Circle, #11
              Boca
                Raton, FL 33487
            
            
            5,411,068
            
            
            48.09
            %Angela
                E. Acunto
              1141
                S. Rogers Circle, #11
              Boca
                Raton, FL 33487
            
            
            5,411,068
            
            
            48.09
            %The
                Tiger Fund
              2600
                Michelson Drive; 17th Floor
              Irvine,
                CA 92612
            
            
            805,606
            
            
            8.63
            %John
                Cammarano, Jr.
            
            
            635,134
            
            
            6.41
            %Anton
                Lee Wingeier
            
            
            295,981
            
            
            3.09
            %Harlan
                I. Press
            
            
            75,000
            
            
            *Jerald
                Horowitz
            
            
            75,000
            
            
            *Loren
                B. Haynes
            
            
            75,000
            
            
            *All
                directors and executive officers as a group (five
                individuals)
            
            
            1,657,157
            
            
            11.14
            %





*
            Less
                than 1%.




Except
      as
      otherwise indicated each person has the sole power to vote and dispose of all
      shares of common stock listed opposite his name. Each person is deemed to own
      beneficially shares of common stock which are issuable upon exercise or warrants
      or options or upon conversion of convertible securities if they are exercisable
      or convertible within 60 days of the date as of which the information is
      provided.




Mr.
      John
      P. Acunto, Jr. and Ms. Angela E. Acunto are husband and wife. The shares owned
      beneficially by each of them includes (i) 1,895,086 shares of common stock
      and
      1,582,648 shares of common stock issuable upon options held by Mr. Acunto and
      (ii) 1,600,000 shares of common stock and 333,334 shares of common stock
      issuable upon exercise of options held by Mrs. Acunto. Each of Mr. and Mrs.
      Acunto disclaims beneficial interest in the shares owned by the other. Mrs.
      Acunto has pledged 333,334 shares of Common Stock to each of Argyll Equities
      and
      Platinum Securities to secure her three-year notes each in the principal amount
      of $200,000.




The
      shares beneficially owned by Mr. Cammarano include 565,625 shares issuable
      upon
      the exercise of stock options held by him.




The
      shares beneficially owned by Mr. Wingeier include an option to purchase 249,314
      shares of common stock.




The
      shares beneficially owned by each of Mr. Horowitz, Mr. Press and Mr. Haynes
      include shares of common stock issuable upon the exercise of stock options
      held
      by them.




8




**PART
      III**




**Item
        12.**  **Certain
        Relationships and Related Transactions**


On
      January 4, 2004, we, The Tiger Fund, Adsouth, Inc., John P. Acunto, Jr. and
      Angela E. Acunto entered into a share exchange agreement, pursuant to which,
      contemporaneously with the execution of the agreement, The Tiger Fund
      transferred 1,866,667 shares of Common Stock it owned to Mr. John P. Acunto,
      Jr.
      and Ms. Angela E. Acunto, who were the sole stockholders of Adsouth, Inc.,
      and
      Mr. and Ms. Acunto transferred their stock in Adsouth, Inc. to us. Upon
      completion of the share exchange transaction, the control of our company had
      changed such that Mr. and Mrs. Acunto collectively owned more than 50% of our
      outstanding common stock.





On
      May 9,
      2003, our board of directors authorized The Tiger Fund’s purchase of 1,298,452
      shares of common stock for which The Tiger Fund issued its $19,477 promissory
      note. The note accrues interest annually at a rate equal to the 90 day treasury
      rate published in the Wall Street Journal on January 1st of each year, an
      effective rate of 1% at December 31, 2005, with all principal and interest
      due
      in forty-eight (48) months.





In
      connection with the reverse acquisition, The Tiger Fund committed to provide
      us
      with $1 million in equity funding during 2004. Originally, The Tiger Fund was
      to
      receive a warrant to purchase 133,333 shares of common stock at $15 per share
      for its $1 million investment. On March 31, 2004, we and The Tiger Fund entered
      into an amended agreement pursuant to which The Tiger Fund purchased 333,333
      shares of common stock for $1 million consisting of $350,000 cash and a
      promissory note in the amount of $650,000. Subsequently, The Tiger Fund returned
      157,894 shares of common stock and the $650,000 promissory note was
      cancelled.





Mr.
      Acunto, who beneficially owns more than 10% of our common stock, earned
      approximately $252,000 for services performed pursuant to his consulting
      agreement with the Company for 2005.





Mr.
      Horowitz, a member of our board of directors, is the president and 50% owner
      of
      Profit Motivators, Inc., an independent marketing representative. Profit
      Motivators represents the Company as an independent marketing representative
      to
      certain of our customers. In this capacity, Profit Motivators has earned
      commissions approximating $75,000 for 2005.





On
      December 20, 2005, we borrowed $1,000,000 from a non-affiliated lender. The
      note
      is a demand note that bears interest at 18% per annum and is guaranteed by
      Mr.
      Acunto. In consideration for his guarantee, we paid Mr. Acunto the sum of
      $50,000, which was charged to operations in 2005.




9


**PART
        III**
  **Item
        13.**  **Exhibits**


Exhibit
                Number
            
            Exhibit
                Description3.1
            
            Articles
                of Incorporation3.2.1
            
            Certificate
                of Designation for the Series B Convertible Preferred Stock13.2.2
            
            Amendment
                to the Certificate of Designation for the Series B Convertible Preferred
                Stock13.3
            
            By-laws14.1
            
            Form
                of Preferred Stock Purchase Agreement dated June 16, 200514.2
            
            Form
                of warrant issued in the June 2005 private placement14.3
            
            Form
                of registration rights agreement relating to the June 2005 private
                placement110.1
            
            Employment
                agreement dated October 7, 2005, between the Company and John Cammarano,
                as amended110.2
            
            Employment
                agreement dated as of October 7, 2005 between the Company and Anton
                Lee
                Wingeier, as amended110.4
            
            Consulting
                agreement dated June 17, 2005, between the Company and John P. Acunto,
                Jr., as amended110.5
            
            The
                Company’s 2005 Long-Term Incentive Plan110.6
            
            Lease
                dated September 20, 2005 between the Company and Penn Florida Venture
                IV110.7
            
            Loan
                agreement, dated December 20, 2005, between the Company and HSK Funding,
                Inc.110.78
            
            Loan
                agreement, dated February 10, 2006 between Genco Power Solutions,
                Inc. and
                New Valu, Inc.121.1
            
            Subsidiaries
                of the Registrant123.1
            
            Consent
                of Marcum & Kliegman, LLP131.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002131.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002132.1
            
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002132.2
            
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 20021







1
            Filed
                as an exhibit to the Company’s Form 10-KSB for the year ended December 31,
                2005 and a filing date of March 30, 2006, and incorporated herein
                by
                reference.




**Item
      14.**  **Principal
      Accountants Fees and Services**





During
      2005 and 2004, we were billed the following fees by Marcum & Kliegman
      LLP:





2005
            
            2004Audit
                Fees
            
            $
            113,000
            
            $
            92,000Tax
                Fees
            
            
            —
            
            
            —Other
                Fees
            
            
            26,000
            
            
            —$
            139,000
            
            $
            92,000








The
      audit
      committee of the board of directors approves the engagement of an accountant
      to
      render all audit and non-audit services prior to the engagement of the
      accountant based upon a proposal by the accountant of estimated fees and scope
      of the engagement. Our board of director’s has received the written disclosure
      and the letter from Marcum & Kliegman, LLP required by Independence
      Standards Board Standard No. 1, as currently in effect, and has discussed with
      Marcum & Kliegman, LLP their independence.




10





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act, the
      registrant has caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





**ADSOUTH
      PARTNERS, INC.**




/s/
      JOHN
      CAMMARANO, JR.





By John
      Cammarano


Chief
      Executive Officer, Director


Date: April
      28,
      2006





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.








/s/
      JOHN
      CAMMARNO, JR.





By John
      Cammarano, Jr.


Chief
      Executive Officer, Director




Date: April
      28,
      2006






/s/
      ANTON
      LEE WINGEIER





By Anton
      Lee
      Wingeier


Chief
      Financial Officer




Date: April
      28,
      2006






/s/
      HARLAN I. PRESS





By Harlan
      I.
      Press


Director




Date: April
      28,
      2006






/s/
      JERALD HOROWITZ





By Jerald
      Horowitz


Director




Date: April
      28,
      2006






/s/
      LOREN
      R. HAYNES





By Loren
      R.
      Haynes


Director




Date: April
      28,
      2006




11