SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: June 29, 2005
ADVANCED 3-D ULTRASOUND SERVICES, INC.
(Exact Name of Small Business Issuer in Its Charter)
Florida 0-25097 65-078-3722
(State or other jurisdiction (Commission (IRS Employer
Incorporation) File Number) Identification No.)
7732 N. Mobley Drive, Odessa, Florida 33556
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 926-3298
Item 5.02 Departures of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On June 29, 2005, Registrant's board elected the following persons to serve as
directors: Benjamin C. Croxton, Mike Prentice and Jodi Crumbliss.
On June 29, 2005, Benjamin C. Croxton was elected to serve as Chief Executive
Officer and Chief Financial Officer of the Registrant; Mike Prentice was elected
to serve as President of the Registrant; and Jodi Crumbliss was elected to serve
as Secretary-Treasurer of the Registrant.
On June 30, 2005, Rachel Steele, David Weintraub, Tanya Ostrowski and Glen
Ostrowski resigned as officers and directors of Registrant.
Benjamin C. Croxton served as Executive Vice President of Professional Technical
Systems, Inc., a company engaged in the business of developing, manufacturing
and selling electrical surge protection devices, from April 2003 to March 2004,
and has served as its President from March 2004 to the present. From June 2000
to the present, Mr. Croxton has served as President of iTactical Services, Inc.,
which is engaged in the business of providing technical temp services to the
telecom industry. Mr. Croxton is not a director of any other reporting company.
Mr. Croxton owns approximately 33% of the outstanding shares of World Energy
Solutions, Inc., a corporation engaged in the business of consulting regarding
energy conservation technologies and installing such technologies at commercial
and industrial facilities. Registrant and World Energy Solutions, Inc. have
discussed the merger of World Energy Solutions, Inc. into Registrant based on a
one-for-one exchange of World Energy Solutions, Inc. shares for shares of the
Registrant. 8,738,500 shares of World Energy Solutions, Inc. are outstanding.
The effect of the merger would be that approximately 97.78% of the outstanding
shares of the Registrant would be held by the former shareholders of World
Energy Solutions, Inc. No agreement for the merger of the two companies has been
finalized.
Mike Prentice has served as President of Professional Technical Systems, Inc.
from April 1984 to the present. Mr. Prentice is not a director of any other
reporting company. Mr. Prentice owns approximately 33% of the outstanding shares
World Energy Solutions, Inc.
Jodi Crumbliss has been bookkeeper for Professional Technical Systems, Inc. from
January 1990 to the present. Ms. Crumbliss owns less that 1% of the outstanding
shares of World Energy Solutions, Inc.
SIGNATURES
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 thereunto duly authorized.
ADVANCED 3-D ULTRASOUND SERVICES, INC.
(Registrant)
Dated: July 6, 2005 By: /s/ Benjamin C. Croxton
--------------------------
Benjamin C. Croxton
Chief Executive Officer
Chief Financial Officer