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Published on 6/20/2005 in the Prospect News PIPE Daily.

New Issue: Adsouth raises $3.31 million in private placement of preferred stock

By Sheri Kasprzak

Atlanta, June 20 - Adsouth Partners Inc. said it has wrapped a private placement of preferreds for $3,311,703.

The company sold a total of 1,226,557 series B preferred shares at $2.70 each to Barron Partners, LP; Vestal Venture Capital; and Richard Molinsky.

The preferreds do not pay dividends.

The preferred shares are convertible into common stock at a rate of nine common shares for each preferred.

Barron received warrants for 9,058,780 shares, Vestal 2,758,377 shares and Molinsky 182,842 shares.

The warrants were issued to Vestal and Molinsky to settle principal and interest on promissory notes held by both - Vestal's for $750,000 and Molinsky $50,000. Vestal also received warrants for 875,000 shares and Molinsky for 62,500 shares, both issued in previous private placements.

The warrants are exercisable at $0.65 each for 2.5 million shares, $1.20 each for 2.5 million shares, $1.50 each for 3.5 million shares and $1.80 each for 3.5 million shares. All expire in five years.

Atlas Capital Services, LLC was the placement agent in the offering.

Based in Boca Raton, Fla., Adsouth is a media company focused on direct response advertising.

Issuer:Adsouth Partners Inc.
Issue:Series B preferred stock
Amount:$3,311,703
Shares:1,226,557
Price:$2.70
Conversion ratio:Each preferred into nine common shares
Warrants:For 12 million shares
Warrant expiration:Five years
Warrant strike price:$0.65 each for 2.5 million shares; $1.20 each for 2.5 million shares; $1.50 each for 3.5 million shares; $1.80 each for 3.5 million shares
Placement agent:Atlas Capital Services, LLC
Investors:Barron Partners LP; Vestal Venture Capital and Richard Molinsky
Settlement date:June 17
Stock price:$0.66 at close June 17

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