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: August 16, 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
    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

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 1 -- REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01:  Entry Into A Material Definitive Agreement

On August 16,  2005,  Registrant  and World  Energy  Solutions,  Inc., a Florida
corporation  ("World  Energy") entered into an Agreement and Plan of Merger (the
"Agreement")  whereby  World  Energy  agreed  to  merge  into  Registrant,  with
Registrant  remaining as the surviving  entity.  The merger of World Energy into
Registrant was effective August 17, 2005 when Articles of Merger were filed with
the Florida Secretary of State.

Each World Energy  shareholder  received one share of restricted common stock of
the  Registrant  for each share of World  Energy  common stock held by the World
Energy  shareholders.  As of August 16, 2005, World Energy had 11,463,500 shares
of common stock issued and  outstanding.  As of August 16, 2005,  Registrant had
198,063 shares of common stock issued and outstanding. Immediately following the
merger, Registrant had 11,661,563 shares of common stock issued and outstanding.

SECTION 2 -- FINANCIAL INFORMATION

Item 2.01:  Completion of Acquisition or Disposition of Assets.

World Energy Solutions,  Inc. is a start up business without predecessors and no
financial information regarding this transaction is required hereunder.

SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01:  Financial Statements and Exhibits

   Exhibit 10 - Material Contracts

        10.1 - Agreement and Plan of Merger Between                       Filed
               Registrant and World Energy Solutions, Inc...............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.

                                      ADVANCED 3-D ULTRASOUND SERVICES, INC.
                                      (Registrant)

Dated: August 19, 2005                By: /s/ Benjamin C. Croxton
                                      -----------_---------------
                                      Benjamin C. Croxton
                                      Chief Executive Officer
                                      Chief Financial Officer