ADVANCED 3-D ULTRASOUND SERVICES, INC.
3900 31st Street, North
St. Petersburg, Florida 33714
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 7, 2005
The Annual Meeting of Shareholders of Advanced 3-D Ultrasound Services, Inc., a
Florida corporation (the "Company"), will be held at 3900 31st Street, North,
St. Petersburg, Florida, on Monday, November 7, 2005, at 10:00 AM local time,
for the transaction of the following business:
(1) To consider and, if thought fit, pass the following resolution electing
three (3) directors to the Board of Directors of the Company. The following
persons have been nominated by the Board of Directors:
Benjamin C. Croxton
Mike Prentice
Jodi Crumbliss
(2) To consider and, if thought fit, pass the following resolution amending
Article I of the Company's Articles of Incorporation, to change the name and
principal office of the Company as follows:
ARTICLE I NAME
The name of the corporation shall be World Energy Solutions,
Inc. and its principal office and mailing address shall be
3900 31st Street, North, St. Petersburg, FL 33714.
(3) To ratify the approval of Ferlita, Walsh & Gonzalez, P.A., as the
Company's auditors for the year ending December 31, 2005.
(4) To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
The Board of Directors recommends that all shareholders vote "FOR" approval of
the three nominees to the Company's Board of Directors, and "FOR" approval of
the proposed amendment to the Articles of Incorporation of Advanced 3-D
Ultrasound Services, Inc.
Under the Florida Business Corporation Act and the Company's By-Laws, if a
quorum is present, the favorable vote of a simple majority of the votes cast by
holders of Common Stock, voting in person or by proxy, at the meeting will be
required in order to approve the matters referred to in proposals (1), (2) and
(3) above.
The Board of Directors has fixed the close of business on October 6, 2005, as
the record date for the determination of stockholders who are entitled to notice
of, and to vote at, the Annual Meeting and/or any adjournment or adjournments
thereof. Only holders of record of Common Stock at the close of business on
October 6, 2005, will be entitled to notice of, and to vote at, the Annual
Meeting and/or any adjournment or adjournments thereof.
In order to assure that your interests will be represented, whether or not you
plan to attend the Annual Meeting in person, please complete, date and sign the
enclosed form of proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
Benjamin C. Croxton
CEO
October 7, 2005
ADVANCED 3-D ULTRASOUND SERVICES, INC.
3900 31st Street, North
St. Petersburg, Florida 33714
Phone 727-525-5552 Fax 727-526-2290
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
November 7, 2005
This proxy statement and accompanying form of proxy will be mailed to
holders of Common Shares on or about October 7, 2005. They are furnished in
connection with the solicitation by the Board of Directors (hereinafter
sometimes referred to as the "Board") of Advanced 3-D Ultrasound Services, Inc.
(hereinafter sometimes referred to as the "Company"), of proxies for use at the
Annual Meeting of Shareholders of the Company to be held on November 7, 2005, at
10:00 AM (EST), at 3900 31st Street, North, St. Petersburg, Florida, and at any
adjournment or adjournments thereof.
At the Annual Meeting, the shareholders of the Company will be asked to
consider and vote upon resolutions (1) approving the election of three directors
to serve until the next annual meeting, (2) to approve the amendment of the
Company's Articles of Incorporation to change the name to World Energy
Solutions, Inc., and the principal address of the Company; and (3) to approve
the Company's auditors for the year ending December 31, 2005. The Board of
Directors recommends you vote "FOR" these proposals.
VOTING INFORMATION
The Board of Directors has fixed the close of business on October 6,
2005, as the record date for determination of shareholders entitled to notice
of, and to vote at, the Annual Meeting and at any adjournment thereof.
Accordingly, only holders of record of common shares at the close of business on
the record date will be entitled to receive notice of, and to vote at, the
meeting. On any matter which may properly come before the meeting, holders of
common shares of record on the record date are entitled to one vote per share.
On the record date, _____________________ common shares were issued and
outstanding, representing __________________ votes.
Shareholders who do not plan to be present at the Annual Meeting are
requested to date and sign the enclosed form of proxy and return it in the
return envelope provided. All common shares which are represented at the meeting
by properly executed proxies received prior to or at the meeting and not revoked
will be voted in accordance with the instructions indicated in such proxies. If
no instructions are indicated, such proxies will be voted "FOR" election of the
nominees listed therein as directors of the Company who will constitute the
entire Board of Directors of the Company, "FOR" approval amending the Company's
Articles of Incorporation to change the name and principal address of the
Company; and "FOR" approval of the Company's auditors for the year ending
December 31, 2005.
Under applicable provisions of the Florida Business Corporation Act,
business to be considered at the Annual Meeting is confined to that business
described in the notice of meeting to which this proxy statement is attached.
Thus, the matters to come before the meeting will be limited to those matters
described in the notice. All proxies presented at the Annual Meeting, whether
given to vote in favor of or against the foregoing proposals, will, unless
contrary written instructions are noted on the form of proxy, also entitle the
persons named in such proxy to vote such proxies in their discretion on any
proposal to adjourn the meeting or otherwise concerning the conduct of the
meeting.
Shareholders have the right to revoke their proxies by notifying the
Secretary of the Company in writing at any time prior to the time the common
shares represented thereby are actually voted. Proxies may be revoked by (i)
filing with the Secretary of the Company, before the vote is taken at the Annual
Meeting, either a written notice of revocation bearing a later date than the
proxy, or a duly executed proxy relating to the same shares bearing a later date
than the other proxy, or (ii) attending the Annual Meeting and voting in person
(although attendance at the meeting will not in and of itself constitute a
revocation of a proxy). Any written notice revoking a proxy or subsequent proxy
should be sent to Advanced 3-D Ultrasound Services, Inc., 3900 31st Street,
North, St. Petersburg, Florida 33714, Attention: Secretary.
Under the applicable provisions of the Florida Business Corporation Act
and the Company's By-Laws, if a quorum is present, the favorable vote of a
simple majority of the votes cast by holders of Common Stock, voting in person
or by proxy, at the Annual Meeting will be required in order to approve the
matters referred to in proposals (1), (2) and (3) below.
PROPOSAL 1 - ELECTION OF DIRECTORS
Three (3) directors, constituting the entire Board of Directors, is
proposed to be elected to serve until the next Annual Meeting of shareholders,
or until a successor shall be elected and shall qualify. The following persons
are proposed to be nominated:
Principal Occupation Year First
and Other Major Became
Name Age Affiliations Director
Benjamin C. Broxton 56 CEO, CFO 2005
Mike Prentice 75 President 2005
Jodi Crumbliss 45 Secretary-Treasurer 2005
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.
The principal occupation of the nominees during at least the last five
years is that shown in the table above. If the nominees for directors should
become unavailable for election (which the Board of Directors has no reason to
believe will be the case), the shares represented by the enclosed proxy will be
voted for such substitute nominees as may be nominated by the Board of
Directors.
Directors, including directors also serving the Company in another
capacity and receiving separate compensation therefor shall be entitled to
receive from the Company as compensation for their services as directors such
reasonable compensation as the board may from time to time determine, and shall
also be entitled to reimbursements for any reasonable expenses incurred in
attending meetings of directors. To date, the Board of Directors has received no
compensation, and no attendance fees have been paid.
PROPOSAL 2 - AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
TO CHANGE THE NAME AND PRINCIPAL ADDRESS OF THE COMPANY
At the Annual Meeting of Shareholders, a proposal will be considered
and acted upon to amend the Articles of Incorporation of the Corporation change
the name to World Energy Solutions, Inc., and the principal address of the
Company.
The proposal to be voted upon would amend Article I so that the
paragraphs would read as follows:
ARTICLE I NAME
The name of the corporation shall be World Energy Solutions, Inc. and its
principal office and mailing address shall be 3900 31st Street, North, St.
Petersburg, FL 33714.
PROPOSAL 3 - APPROVAL OF
THE COMPANY'S AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005
At the Annual Meeting of Shareholders, a proposal will be considered
and acted upon to approve the company's auditors for the year ending December
31, 2005.
The Board of Directors recommends that all shareholders vote "FOR"
approval of the three nominees to the Company's Board of Directors, "FOR"
approval of the proposed amendment to the Articles of Incorporation of Advanced
3-D Ultrasound Services, Inc., and "FOR" approval of the Company's auditors for
the year ending December 31, 2005.
OWNERSHIP OF SECURITIES
The following table sets forth certain information known to the Company with
respect to beneficial ownership of the Company's Common Stock as of October 6,
2005 for (i) all persons who are beneficial owners of five percent or more of
the Company's Common Stock, (ii) each director and nominee for director, (iii)
the Company's Chief Executive Officer and the other executive officers named in
the Summary Compensation Table below, and (iv) all current executive officers
and directors as a group as of October 6, 2005
Names and Address of Individual or Amount and Nature of Approximate
Identity of Group Beneficial Ownership* % of Class**
--------------------------------------------------------------------------------
Benjamin C. Croxton 4,354,500 37.99%
Mike Prentice 1,879,500(1) 16.39%
All Officers and Directors as a group 6,234,000 54.38%
Rachel Steele 2,415,332(2) 20.97%
*Securities "beneficially owned" are determined in accordance with the
definition of "beneficial ownership" as set forth in regulations promulgated
under the Securities Exchange Act of 1934, and accordingly may include
securities owned by or for, among others, the spouse and/or minor children of an
individual, as well as other securities as to which the individual has or shares
voting or investment power or which each person has the right to acquire within
sixty days of the date hereof through the exercise of options, or otherwise.
**Percentage of beneficial ownership is based upon 11,463,500 shares of Common
Stock, all of which were outstanding on August 24, 2005. For each named person,
this percentage includes Common Stock of which such person has the right to
acquire beneficial ownership either currently or within 60 days of October 6,
2005, including, but not limited to, upon the exercise of an option; however,
such Common Stock shall not be deemed outstanding for the purpose of computing
the percentage owned by any other person. Such calculation is required by
General Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934.
(1) Includes 500,000 shares held by Mr. Prentice as custodian for minor, Michele
Prentice.
(2) Includes 800,000 shares held by Ms. Steele as President of Rajax
Corporation, and 1,000,000 shares held as trustee for Joshua Steele and Alexa
Steele.
COMPLIANCE WITH SEC REPORTING REQUIREMENTS
Under the securities laws of the United States, the Company's directors,
executive officers, and any persons holding more than five percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in their ownership to the
Securities and Exchange Commission ("SEC"). Specific due dates have been
established by the SEC, and the Company is required to disclose in this Proxy
Statement any failure to file by those dates. Based upon (i) the copies of
Section 16(a) reports that the Company received from such persons for their 2000
fiscal year transactions and (ii) the written representations received from one
or more of such persons that no annual Form 5 reports were required to be filed
for them for the 2000 fiscal year, the Company believes that there has been
compliance with all Section 16(a) filing requirements applicable to such
officers, directors, and five-percent beneficial owners for such fiscal year.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The Company's officers are not compensated at present.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation earned, by the Company's Chief
Executive Officers for services rendered in all capacities to the Company and
its subsidiaries for each of the last three fiscal years. No executive officer
who would have otherwise been includable in such table on the basis of salary
and bonus earned for the 2005 fiscal year has been excluded by reason of his or
her termination of employment or change in executive status during that fiscal
year. The individuals included in the table will be collectively referred to as
the "Named Officers."
SUMMARY COMPENSATION TABLE
(three fiscal years ended December 31, 2002, 2003 and 2004)
Annual Long Term
Compensation Compensation
Other
Annual All Other
Name and Position Year Salary Bonus Compensation Compensation
David Weintraub 2004 $0 $0 $0 $0
Chief Executive Officer 2003 $0 $0 $0 $0
2002 $0 $0 $0 $0
Glen Ostrowski 2004 $17,500 $0 $0 $0
President 2003 $47,099.71 $0 $0 $0
2002 $0 $0 $0 $0
Tanya Ostrowski 2004 $34,572 $0 $0 $0
Secretary-Treasurer 2003 $17,548.20 $0 $0 $0
2002 $0 $0 $0 $45,000(1)
Rachel Steele 2004 $24,700 $0 $0 $0
Vice President 2003 $ 7,671 $0 $0 $0
2002 $0 $0 $0 $45,000(2)
Benjamin C. Croxton 2005 $0 $0 $0 $0
Chief Executive Officer
Chief Financial Officer
Mike Prentice 2005 $0 $0 $0 $0
President
Jodi Crumbliss 2005 $0 $0 $0 $0
Secretary-Treasurer
(1)Reflects issuance of 4,500,000 shares.
(2)Reflects issuance of 4,500,000 shares.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has no employment agreements with any of its officers.
SHAREHOLDER PROPOSALS FOR 2006 PROXY STATEMENT
Shareholder proposals that are intended to be presented at the Company's Annual
Meeting of Shareholders to be held in 2006 must be received by the Company no
later than March 1, 2006 in order to be included in the proxy statement and
related proxy materials. Please send any such proposals to Advanced 3-D
Ultrasound Services, Inc., 3900 31st Street, North, St. Petersburg FL 33714,
Attn: Investor Relations. In addition, the proxy solicited by the Board of
Directors for the 2006 Annual Meeting of Shareholders will confer discretionary
authority to vote on any shareholder proposal presented at that meeting, unless
the Company is provided with notice of such proposal no later than March 1,
2006.
FORM 10-KSB
THE COMPANY WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
2004, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES, AND LIST OF EXHIBITS.
REQUESTS SHOULD BE SENT TO ADVANCED 3-D ULTRASOUND SERVICES, INC., 3900 31ST
STREET, NORTH, ST. PETERSBURG FL 33714, ATTN: INVESTOR RELATIONS.
OTHER MATTERS
The Board knows of no other matters to be presented for shareholder
action at the Annual Meeting. However, if other matters do properly come before
the Annual Meeting or any adjournments or postponements thereof, the Board
intends that the persons named in the proxies will vote upon such matters in
accordance with their best judgment.
Proxies are being solicited by and on behalf of the Board of Directors.
The cost of soliciting these proxies will be borne by the Company. In addition
to the solicitation of these proxies by mail, the Company will request banks,
brokers and other record holders to send proxies and proxy material to the
beneficial owners of the stock and secure their voting instructions. If
necessary, the Company may also use individuals, who will not be specifically
compensated, to solicit proxies from shareholders, either personally or by
telephone, telegram or letter. The Board and officers are not aware of any other
matters which may be presented for action at the meeting, but if other matters
do properly come before the meeting, it is intended that the shares of Common
Stock, represented by proxies in the accompanying form will be voted by the
persons named in the proxy in accordance with their best judgment.
You are cordially invited to attend this meeting. However, whether you
plan to attend the meeting or not, you are respectfully urged to sign and return
the enclosed proxy, which may be revoked if you are present at the meeting and
so request.
ADVANCED 3-D ULTRASOUND SERVICES, INC.
Benjamin C. Croxton, CEO
October 7, 2005
PROXY
ADVANCED 3-D ULTRASOUND SERVICES, INC.
This Proxy is Solicited by the Board of Directors for the
Annual Meeting of Shareholders to be Held November 7, 2005
The undersigned hereby appoints Benjamin C. Croxton, with individual
power of substitution and revocation, to vote all common shares of Advanced 3-D
Ultrasound Services, Inc. (the "Corporation") which the undersigned would be
entitled to vote, if personally present at the Annual Meeting of shareholders to
be held at 3900 31st Street, North, St. Petersburg, Florida 33714, on November
7, 2005, and any adjournment thereof, upon matters indicated below as described
in the Notice of Annual Meeting of Shareholders and accompanying Proxy Statement
dated October 7, 2005.
This Proxy will be voted in accordance with the instructions as
indicated below. If no instructions are given, this Proxy will be voted "FOR"
approval of the three nominees to the Corporation's Board of Directors, "FOR"
approval of the proposed amendment to the Articles of Incorporation of Advanced
3-D Ultrasound Services, Inc., and "FOR" approval of the Company's auditors for
the year ending December 31, 2005.
Please sign where indicated and return this Proxy promptly in the
enclosed envelope.
1. Election of three (3) Directors: Benjamin C. Croxton, Mike Prentice, Jodi
Crumbliss.
FOR __________ AGAINST ___________ ABSTAIN ___________
or all nominees except as noted:
2. Approval of the proposed amendment to the Articles of Incorporation of
Advanced 3-D Ultrasound Services, Inc.
FOR __________ AGAINST ___________ ABSTAIN ___________
3. Approval of the Company's auditors for the year ending December 31, 2005.
FOR __________ AGAINST ___________ ABSTAIN ___________
Please sign exactly as name appears on address label. Executors,
administrators, guardians, trustees, attorneys, and officers or representatives
should give full title. For joint owners, each owner should sign.
--------------------------------------
Signature(s)
--------------------------------------
Printed Name(s)
Date:___________________________________________
DEAR ADVANCED 3-D ULTRASOUND SERVICES, INC. SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders
("Annual Meeting") of Advanced 3-D Ultrasound Services, Inc. (the "Company")
which will be held at the principal offices of the Company, located at 3900 31st
Street, North, St. Petersburg, Florida, on Monday, November 7, 2005, at 10:00
AM. Details of the business to be conducted at the Annual Meeting are given in
the attached Notice of Annual Meeting and Proxy Statement. If you do not plan to
attend the Annual Meeting, please complete, sign, date, and return the enclosed
proxy promptly in the accompanying reply envelope. If you decide to attend the
Annual Meeting and wish to change your proxy vote, you may do so automatically
by voting in person at the Annual Meeting. We look forward to seeing you at the
Annual Meeting.
ADVANCED 3-D ULTRASOUND SERVICES, INC.
Benjamin C. Croxton, CEO
October 7, 2005