UNITED STATES
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: November 7, 2005
WORLD ENERGY SOLUTIONS, INC.
(Exact Name of Small Business Issuer in Its Charter)
Florida 0-25097 65-078-3722
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3900A 31st Street North, St. Petersburg, Florida 33714
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 727-525-5552
Advanced 3-D Ultrasound Services, Inc.
(Former Name or Former Address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 2 - FINANCIAL INFORMATION
Item 2.01: Completion of Acquisition or Disposition of Assets
On November 7, 2005, Registrant merged with Professional Technical Solutions,
Inc., a Florida corporation ("PTS"). Registrant was the surviving entity. Under
the terms of the Agreement and Plan of Merger, Shareholders of PTS received one
common share of Registrant for each outstanding common share of PTS. 11,617,925
common shares are issuable to PTS shareholders, making the number of
Registrant's common shares outstanding following the merger 23,279,488
.
Professional Technical Systems, Inc. manufactures and sells transient voltage
surge suppressors and related products and commercial and residential
energy-saving equipment and applications to distributors and customers
throughout the United States. PTS is located in St. Petersburg, Florida.
The assets acquired through the merger include cash, accounts receivable,
property and equipment, and inventory.
Benjamin Croxton was President and a board member of both the Registrant and
PTS. Mike Prentice was a member of both boards. The principle followed in
determining the amount of consideration paid was the relative value of PTS and
Registrant, taking into account the advantages to both companies if the merger
were consummated.
SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Professional Technical Systems, Inc.
St. Petersburg, Florida
We have audited the balance sheets of Professional Technical Systems, Inc. as of
December 31, 2004 and 2003, and the related statements of earnings, changes in
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Professional Technical Systems,
Inc. as of December 31, 2004 and 2003, and the results of its operations and its
cash flows for each of the years in the two-year period ended December 31, 2004
in conformity with accounting principles generally accepted in the United States
of America.
Ferlita, Walsh & Gonzalez, PA
October 31, 2005
PROFESSIONAL TECHNICAL SYSTEMS, INC.
BALANCE SHEETS
December 31,
2004 2003
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 101,961 $ 21,340
Accounts receivable 51,118 61,405
Inventory 144,925 190,351
Prepaid expenses 9,137 21,714
Other current assets 1,160 870
Land held for resale 486,947 0
------------ ------------
Total Current Assets 795,248 295,680
PROPERTY AND EQUIPMENT, NET 80,100 35,922
DEPOSITS 3,510 1,400
------------ ------------
$ 878,858 $ 333,002
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 28,651 $ 6,169
Accounts payable 36,292 15,740
Accrued expenses 12,396 10,825
Advance payments from dealers
and customers 20,469 5,778
Note payable 210,000 0
Loans payable to related party 214,041 75,387
------------ ------------
Total Current Liabilities 521,849 113,899
LONG-TERM DEBT, less current portion 75,321 135,995
STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
100,000,000 shares authorized,
18,884,675 issued and outstanding
in 2004,
12,000,000 shares issued and
outstanding in 2003 18,885 12,000
Additional paid-in capital 755,690 0
Retained earnings (deficit) (492,887) 71,108
------------ ------------
281,688 83,108
------------ ------------
$ 878,858 $ 333,002
============ ============
See accompanying notes and accountants' report.
- 2 -
PROFESSIONAL TECHNICAL SYSTEMS, INC.
STATEMENTS OF EARNINGS
Years Ended December 31,
2004 2003
------------ ------------
Net Sales $ 497,109 $ 671,441
Cost of Goods Sold 275,540 253,310
------------ ------------
Gross Profit 221,569 418,131
General and Administrative Expenses 415,983 416,588
------------ ------------
Earnings (Loss) From Operations (194,414) 1,543
Other Income (Expense)
Bad debt expense (11,384) (3,000)
Impairment loss (22,555) 0
Interest expense (13,526) (6,545)
Miscellaneous income (expense) (1,506) 47,036
Research and development (309,967) 0
Warranty expense (5,227) (455)
------------ ------------
Total Other Income (Expense) (364,165) 37,036
------------ ------------
Earnings (Loss) Before Provision for
Income Taxes (558,579) 38,579
Provision for Income Taxes 0 0
------------ ------------
NET EARNINGS (LOSS) $ (558,579) $ 38,579
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 10,781,587 12,000,000
============ ============
EARNINGS (LOSS) PER SHARE
Earnings (Loss) from Operations $ (0.02) $ 0.00
============ ============
Net Earnings (Loss) $ (0.05) $ 0.00
PROFESSIONAL TECHNICAL SYSTEMS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended December 31, 2004 and 2003
Common Stock Additional Retained Total
-------------------------- Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2002 12,000,000 $ 4,000 $ 0 $ 40,529 $ 44,529
Net earnings 0 0 0 38,579 38,579
3,000-for-1 forward split 0 8,000 0 (8,000) 0
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2003 12,000,000 12,000 0 71,108 83,108
Net loss 0 0 0 (558,579) (558,579)
Employee stock bonus award 288,000 0 1,266 0 1,266
Issuance of stock for
technology 5,130,000 2 22,553 0 22,555
3,000-for-1 forward split 0 5,416 0 (5,416) 0
Issuance of stock for services 30,000 30 14,970 0 15,000
Issuance of stock for cash 1,436,675 1,437 716,901 0 718,338
------------ ------------ ------------ ------------ ------------
Balance at December 31, 2004 18,884,675 $ 18,885 $ 755,690 $ (492,887) $ 281,688
============ ============ ============ ============ ============
PROFESSIONAL TECHNICAL SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
Years Ended
December 31,
2004 2003
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss) $ (558,579) $ 38,579
Adjustments to reconcile net earnings (loss)
to net cash used by operating activities:
Depreciation expense 8,010 5,913
Bad debt expense 11,384 3,000
Impairment loss 22,555 0
Employee stock bonus award 1,266 0
Stock issued for services 15,000 0
(Increase) decrease in:
Accounts receivable 5,822 (35,985)
Inventory 45,426 (20,655)
Prepaid expenses 12,577 (20,823)
Other current assets (290) 3,185
Deposits (2,110) 0
Increase (decrease) in:
Accounts payable 20,552 15,740
Accrued expenses 1,571 (760)
Advance payments from dealers
and customers 14,691 3,784
------------ ------------
Net Cash Used by Operating Activities (402,125) (8,022)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment (52,188) (20,768)
Acquisition of land held for resale (276,947) 0
------------ ------------
Net Cash Used by Investing Activities (329,135) (20,768)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds for issuance of common stock 718,338 0
Proceeds from loans payable to related party 272,000 65,000
Repayment of loans payable to related party (140,265) (85,070)
Proceeds from long-term debt 69,142 95,170
Repayment of long-term debt (107,334) (58,837)
------------ ------------
Net Cash Provided by Financing Activities 811,881 16,263
------------ ------------
NET INCREASE (DECREASE) IN CASH 80,621 (12,527)
Cash at Beginning of Year 21,340 33,867
------------ ------------
CASH AT END OF YEAR $ 101,961 $ 21,340
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 15,551 $ 6,545
Income taxes $ 727 $ 252
Non-cash investing and financing activities:
Cost of property and equipment acquired
through capital lease $ 0 $ 16,073
Cost of land held for resale acquired
with long-term debt $ 210,000 $ 0
Common stock issued for technology $ 22,555 $ 0
Employee stock bonus award $ 1,266 $ 0
Common stock issued for services $ 15,000 $ 0
See accompanying notes and accountants' report.
- 5 -
PROFESSIONAL TECHNICAL SYSTEMS, INC.
SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES
Years Ended December 31,
2004 2003
------------ ------------
GENERAL AND ADMINISTRATIVE EXPENSES
Advertising $ 14,041 $ 4,613
Auto expenses 6,005 5,503
Depreciation 8,010 5,814
Dues and subscriptions 5,123 2,475
Freight 2,011 2,223
Insurance 39,714 40,832
Legal, accounting and other professional fees 49,670 5,465
Licenses, fees and other taxes 5,634 3,074
Maintenance and repairs 3,606 4,213
Meals and entertainment 11,287 2,635
Occupancy 25,486 23,821
Office expense 17,689 16,305
Payroll taxes 16,193 20,446
Salaries and wages 192,410 261,200
Travel 3,180 1,908
Utilities 15,924 16,061
------------ ------------
$ 415,983 $ 416,588
PROFESSIONAL TECHNICAL SYSTEMS, INC.
FINANCIAL STATEMENTS
Years Ended December 31, 2004 and 2003
TABLE OF CONTENTS
Page No.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.......................1
FINANCIAL STATEMENTS
Balance Sheets...............................................................2
Statements of Earnings.......................................................3
Statements of Changes in Stockholders' Equity................................4
Statements of Cash Flows.....................................................5
Notes to Financial Statements................................................6
.
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Professional Technical Systems, Inc. (the Company) manufactures and sells
transient voltage surge suppressors and related products and commercial and
residential energy-saving equipment and applications to distributors and
customers throughout the United States. Sales revenue reflected in the
accompanying financial statements is entirely from the sale of transient voltage
surge suppressors. The Company is located in St. Petersburg, Florida.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Accordingly, actual results could differ from those
estimates.
Accounts Receivable
The Company carries its accounts receivable at cost less an allowance for
doubtful accounts which is based on management's assessment of the
collectibility of accounts receivable. Based on management's assessment, an
allowance was not required at December 31, 2004 and 2003.
Inventory
Inventory is stated at the lower of average cost or market and includes costs of
materials, labor and manufacturing overhead.
Property and Equipment
Property and equipment are carried at cost. Depreciation is computed on the
straight-line method based on the estimated useful lives of the related assets.
Capital leases are included as a component of property and equipment and
amortization of assets under capital leases is included in depreciation expense.
Cash Flow Statement
For the purpose of reporting cash flows, the Company has defined cash
equivalents as those highly liquid investments purchased with an original
maturity date of three months or less.
Warranty Costs
The Company provides product warranties for specific product lines and accrues
for estimated future warranty costs in the period in which revenue is
recognized.
Freight Costs
The Company includes freight-in costs in cost of goods sold. Total freight-in
included in cost of goods sold for the years ended December 31, 2004 and 2003
was $12,043 and $13,658, respectively.
Advertising Expense
The Company expenses advertising as incurred.
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Deferred income tax assets and liabilities are computed annually for differences
between the financial statement basis and tax basis of assets and liabilities
that will result in taxable or deductible amounts in the future based on enacted
tax laws and rates applicable to the periods in which the differences are
expected to reverse. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized. Income tax
expense is the tax payable or refundable for the period plus or minus the change
during the period in deferred tax assets and liabilities.
Research and Development Costs
Expenditures for research and development activities are charged to expense as
incurred. Such expenditures amounted to $309,967 and $-0-, in 2004 and 2003,
respectively. Research and development expenditures for equipment that has
alternative future uses are capitalized.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheets for cash, receivables, and
payables are a reasonable estimate of fair value.
NOTE B--INVENTORY
Inventory consists of the following at December 31:
2004 2003
-------------------------------------
Raw materials $ 98,995 $ 59,992
Work-in-process 14,346 -
Finished goods 37,206 108,985
Non-manufactured goods 7,435 25,674
-------------------------------------
157,982 194,651
Less allowance for obsolescence 13,057 4,300
-------------------------------------
$ 144,925 $ 190,351
=====================================
NOTE C--PROPERTY AND EQUIPMENT
Property and equipment consist of the following at December 31:
2004 2003
-------------------------------------
Office equipment $ 27,439 $ 24,285
Manufacturing equipment 42,633 42,633
Furniture and fixtures 6,398 5,692
Vehicles 56,453 49,703
Research and development equipment 43,772 6,000
Leasehold improvements 18,158 14,352
-------------------------------------
194,853 142,665
Less accumulated depreciation 114,753 106,743
-------------------------------------
$ 80,100 $ 35,922
=====================================
Office equipment at December 31, 2004 and 2003, respectively, includes equipment
acquired under a capital lease with a capitalized value of $16,073. Related
amortization included in accumulated depreciation was $3,885 and $670 at
December 31, 2004 and 2003, respectively.
NOTE D--BORROWINGS
The Company has a note payable to a bank which is secured by land held for
resale and the personal guarantee of the Company's President. The loan is
payable in one principal payment plus all accrued and unpaid interest on June
30, 2005. The note calls for the payment of monthly interest beginning July 30,
2004. The loans bears interest at the prime rate published by the Wall Street
Journal plus 2% (7.25% at December 31, 2004) an had a balance of $210,000 at
December 31, 2004. On March 31, 2005, the Company sold the land held for resale
for $560,000, with an after-tax gain of $73,053. A portion of the proceeds were
used to repay the mortgage on the land. The land was acquired with the
expectation of developing a new facility, however, with the change of those
plans the land was reclassified to held for sale.
Loans payable to related party represents the balance owed to the President of
the Company for short-term informal loans advanced to the Company. The loans are
unsecured and until January 1, 2004, were non-interest bearing. On January 1,
2004, the Board of Directors of the Company approved a resolution to accrue
interest on these loans payable at the variable rate assessed the Company on its
bank line of credit which was 8% at December 31, 2004. At December 31, 2004 and
2003, the loans had a balance of $214,041 and $75,387, respectively, including
accrued interest of $6,919 at December 31, 2004.
Long-term debt consists of the following at December 31:
2004 2003
-------------------------------------
Stockholder credit cards, monthly
payments due based on a percentage
of the outstanding balance,
including variable interest at the
rate of 3.9% at at December 31, 2004;
unsecured. $ 15,049 $ 34,217
Stockholder revolving line of credit,
monthly payments due based on a
percentage of the outstanding balance,
including variable interest at the
rate of 7.49% at December 31, 2004;
unsecured. 39,237 44,164
Revolving bank line of credit, monthly
payments due based on a percentage of
the outstanding balance,including
variable interest at the rate of 8% at
December 31, 2004; guaranteed by the
Company's President. 37,432 48,788
Capital lease payable, monthly
payments of $325,including interest at
8.3%, due September 2008;secured by
equipment. 12,254 14,995
-------------------------------------
103,972 142,164
Less current portion 28,651 6,169
-------------------------------------
$ 75,321 $ 135,995
=====================================
The Stockholder credit cards and revolving line of credit reflected in the above
table are payable to the President of the Company.
NOTE E--LEASE COMMITMENTS
The Company maintains two facilities: its main office which houses its corporate
and manufacturing facilities and a second unit used for research and development
within the same industrial complex and has two separate leases. The main office
lease has a term expiring on October 15, 2006 and contains a one-year renewal
option. The research and development facility does not contain a renewal option
and the payment of its rent is guaranteed by the Company's President. That lease
has a term ending on October 14, 2006.
NOTE E--LEASE COMMITMENTS (CONTINUED)
At December 31, 2004, the minimum rental payments due under these operating
leases are as follows:
2005 $ 49,200
2006 45,000
-------------------------------------
Total $ 94,200
=====================================
-------------------------------------------------------------------------------
Total rent expense on these leases was $25,486 and $25,680 for the years ended
December 31, 2004 and 2003, respectively.
NOTE F--RELATED PARTY TRANSACTIONS
Through September of 2004, the Company leased its main facility from the
President of the Company and paid rent of $21,400 and $25,680 for the years
ended December 31, 2004 and 2003, respectively, to that individual. In September
of 2004, the facility was sold to an unrelated party.
During 2004 and 2003, the Company wrote-off $11,384 and $3,000, respectively, of
accounts receivable for expenses paid on behalf of a company owned by the
Company's President that was created for the expansion and furtherance of the
Company's research and development activities. In 2004, the Company reflected
sales of $5,000, which were paid for, to this same entity.
Interest expense recorded on debts owed the President of the Company totaled
$10,725 and $6,323 for the years ended December 31, 2004 and 2003, respectively.
See Note D for details of related party debt balances.
As part of the employment agreement with the Company's Chief Financial Officer
(CFO), on March 5, 2004, the Company issued 5,130,000 (1,710 pre-split) shares
of its common stock in exchange for energy-saving technology valued at $22,555
developed by the CFO. In accordance with the guidance of SFAS 142, Goodwill and
Other Intangible Assets, the acquired asset was written off.
NOTE G--CONCENTRATIONS OF CREDIT RISK
The Company sells its products to customers on an open credit basis. The
Company's trade accounts receivable are due from such customers and are
generally uncollateralized. Sales to one customer accounted for approximately
14% of the Company's total sales for the year ended December 31, 2004, and sales
to two customers accounted for approximately 27% of the Company's total sales
for the year ended December 31, 2003.
At December 31, 2004, the Company's deposits in a financial institution exceeded
amounts covered by insurance provided by the U.S. Federal Deposit Insurance
Corporation by $17,065.
NOTE H--INCOME TAXES
The provision for federal and state income taxes for the years ended December
31, 2004 and 2003 is as follows:
2004 2003
-------------------------------------
Current $ - $ 727
Deferred - (727)
-------------------------------------
Total provision for income taxes $ - $ -
=====================================
-------------------------------------------------------------------------------
Deferred income taxes reflect the net effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes.
NOTE H--INCOME TAXES (CONTINUED)
Significant components of the Company's deferred tax assets and liabilities as
of December 31 are as follows:
2004 2003
-------------------------------------
Deferred tax assets:
Net operating loss carryforwards $ 102,798 $ -
Other 4,959 1,907
-------------------------------------
Total deferred tax assets 107,757 1,907
-------------------------------------
Deferred tax liabilities:
Book basis of property and equipment
in excess of tax basis 221 1,387
-------------------------------------
Total deferred tax liabilities 221 1,387
-------------------------------------
Net deferred tax asset before
valuation allowance 107,536 520
Valuation allowance (107,536) (520)
-------------------------------------
Net deferred tax asset $ - $ -
=====================================
--------------------------------------------------------------------------------
The Company has recorded a 100% valuation allowance against the net deferred tax
asset at December 31, 2004 and 2003 due to the uncertainty of its ultimate
realization. The valuation allowance increased $107,016 from December 31, 2003
to December 31, 2004. At December 31, 2004, the Company has available unused
federal net operating losses of approximately $505,965 that may be applied
against future taxable income and if not utilized, will expire by the end of
2024.
A reconciliation of the expected tax provision for income taxes with amounts
determined by applying the statutory U.S. federal and state of Florida income
tax rate is as follows:
2004 2003
-------------------------------------
Expected provision $ - $ 5,787
Nondeductible expenses - 1,318
Decrease in the valuation allowance - (6,378)
Effect of net operating loss
carryforward - (727)
-------------------------------------
Provision for income taxes $ - $ -
=====================================
-------------------------------------------------------------------------------
NOTE I--OTHER INCOME
Included within the Other Income (Expense) section of the Statement of Earnings
for the year ended December 31, 2003 is $45,000 of miscellaneous income for
proceeds received on the settlement of customer trade receivables written off in
a prior period.
NOTE J--COMMON STOCK
On March 5, 2004, the Company's stockholders approved an amendment to the
Articles of Incorporation reducing the par value of common stock from $1 to $.10
per share and increasing the number of authorized shares of common stock from
7,000 to 100,000,000. On that same date, the Company issued 288,000 (96
pre-split) common shares to its employees as a stock bonus award and 5,130,000
(1,710 pre-split) common shares in exchange for technology. On April 30, 2004,
the Company's board of directors declared a 3,000-for-1 forward stock split. On
June 1, 2005, the Company's stockholders approved an amendment to the Articles
of Incorporation reducing the par value of the common stock from $.10 to $.001.
Stockholders' equity reflects the stock split by reclassifying from "Retained
Earnings (Deficit)" to Common Stock an amount equal to the par value of the
additional shares arising from the split. All references in the financial
statements to the number of shares authorized, outstanding, and per share
amounts have been restated to reflect these changes for all periods presented.
NOTE K--OTHER SUBSEQUENT EVENTS
On May 25, 2005, the Company entered into a letter of intent to be acquired by
Advanced 3-D Ultrasound Services, Inc. (ADVU), a company based in Oldsmar,
Florida. Under the letter of intent, each stockholder of the Company would
receive one share of ADVU common stock for every share of Company common stock
held. The letter of intent is nonbinding and subject to the execution of a
definitive agreement and customary business and financial due diligence.
On August 16, 2005, World Energy Solutions, Inc. (WESI), a St. Petersburg,
Florida company that is owned by the President and CFO of the Company, merged
with ADVU. Following the merger, ADVU remained the surviving entity.
During the period January 1, 2005 through August 10, 2005, the Company sold
1,716,250 shares of its common stock at fifty cents per share for a total of
$858,125.
In July of 2005, the Company repurchased 6,000,000 shares of its common stock
from the Company's President for $6,000 and 2,563,500 shares from the Company's
CFO for $2,564.
Item 9.01: Financial Statements and Exhibits
Exhibit 10 - Material Contracts
10.1 - Agreement and Plan of Merger Between
Registrant and Professional Technical Systems, Inc..............*
* filed herewith
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.
WORLD ENERGY SOLUTIONS, INC.
f/k/a Advanced 3-D Ultrasound Services, Inc.
(Registrant)
By: /s/ Benjamin C. Croxton
---------------------------
Benjamin C. Croxton
Chief Executive Officer
Chief Financial Officer
Dated: November 14, 2005