10QSB: Optional form for quarterly and transition reports of small business issuers

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended September 30, 2005.

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934

For the transition period from __________ to ____________.

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Commission file number: 0-25097

WORLD ENERGY SOLUTIONS, INC.
(Exact Name of Small Business Issuer in Its Charter)


Florida 65-0783722
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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



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Check whether the issuer:(1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. (x)Yes ( )No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) ( )Yes (x)No

The number of shares of the registrant's common stock, par value $.0001 per
share, outstanding as of November 10, 2005, was 11,692,976.


Part I. Financial Information

Item 1. Financial Statements

WORLD ENERGY SOLUTIONS, INC.
(formerly Advanced 3D Ultrasound Services, Inc.)

BALANCE SHEET

September 30, 2005
(unaudited)

ASSETS

Current assets
Cash $ 9,241
-----------
Property and equipment, net 3,447
-----------
Other assets
Prepaid expenses 110,000
Deferred offering costs 10,000
-----------
Total other assets 120,000
-----------
Total Assets $ 132,688
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable and accrued expenses $ 37,025
Notes payable 16,250
Loans from related party 58,156
-----------
Total current liabilities 111,431
-----------
Commitments and contingencies

Stockholders' equity

Common stock; $.0001 par value; 100,000,000 shares
authorized; 11,692,976 shares issued and outstanding 1,169
Paid-in capital 37,829
Accumulated deficit (17,741)
-----------
Total stockholders' equity 21,257
-----------
Total Liabilities and Stockholders' Equity $ 132,688
===========


The accompanying notes are an integral part
of these financial statements.
WORLD ENERGY SOLUTIONS, INC.
(formerly Advanced 3D Ultrasound Services, Inc.)
STATEMENT OF OPERATIONS

Three Months Ended Nine Months Ended
September 30, 2005 September 30, 2005
(unaudited) (unaudited)

Revenues $ - $ -
------------ ------------
Expenses
Selling, general and administrative 16,978 16,978
------------ ------------
Total expenses 16,978 16,978
------------ ------------

Other income (expense)
Interest expense (763) (763)
------------ ------------
Total other income (expense) (763) (763)
------------ ------------
Net loss $ (17,741) $ (17,741)
============ ============

Loss per common share $ (0.00) $ (0.01)
============ ============

Weighted average common shares outstanding 5,809,770 2,068,632
============ ============


The accompanying notes are an integral part
of these financial statements.

WORLD ENERGY SOLUTIONS, INC.
(formerly Advanced 3D Ultrasound Services, Inc.)

STATEMENTS OF CASH FLOWS

Nine Months Ended
September 30, 2005
(unaudited)

Cash flows from operating activities
Net loss $ (17,741)
-----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 118
Stock issued to consultants 10,000
Increase in deferred offering costs (10,000)
Decrease in accounts payable and accrued expenses (391)
-----------
Total adjustments (273)
-----------
Net cash used in operating activities (18,014)
-----------

Cash flows from financing activities
Proceeds from sale of common stock 1,146
Repayments made on notes payable (10,000)
Proceeds from reverse acquisition 36,109
-----------
Net cash provided by financing activities 27,255
-----------
Net increase (decrease) in cash 9,241

Cash, beginning of period -
-----------
Cash, end of period $ 9,241
===========

Supplemental disclosures of noncash investing and
financing activities:

The Company issued stock amounting to $120,000 to consultants for the nine
months ended September 30, 2005.

The Company acquired the net assets of Advanced 3D Ultrasound Services,
Inc. in exchange for all the Company's capital stock. In conjunction with
the recapitalization, liabilities were assumed as follows:

Fair value of assets acquired $ 40,559
Liabilities assumed (122,707)
-----------
Decrease in paid-in capital $ (82,148)
===========

Cash Flow Information
2005
-----------
Cash paid for interest $ 250
Cash paid for income taxes $ -



The accompanying notes are an integral part
of these financial statements.

WORLD ENERGY SOLUTIONS, INC.
(formerly Advanced 3D Ultrasound Services, Inc.)

NOTES TO FINANCIAL STATEMENTS

September 30, 2005

The information presented herein as of September 30, 2005, and for the
nine-months ended September 30, 2005, is unaudited.

1. Organization

Advanced 3D Ultrasound Services, Inc. merged with World Energy Solutions, Inc.
(WESI) effective August 17, 2005. Advanced 3D Ultrasound Services, Inc. remained
as the surviving entity as the legal acquiror, while WESI was the accounting
acquiror (see note 3).

On November 7, 2005, Advanced 3-D Ultrasound Services, Inc. changed its name
from Advanced 3-D Ultrasound Services, Inc. to World Energy Solutions, Inc.
Additionally, the Company agreed to increase its authorized common shares to
100,000,000 shares.


2. Basis of Presentation

The accompanying financial statements of WESI (the Company) (formerly known as
Advanced 3D Ultrasound Services, Inc.) have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal required
adjustments) considered necessary for a fair presentation have been included.

Operating results for the nine-month period ended September 30, 2005, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005. For further information, refer to the financial statements
and footnotes included in the Company's annual report of Form 10-KSB for the
year ended December 31, 2004.

Net loss per common share is computed in accordance with the requirements of
Statement of Financial Accounting Standards No. 128 (SFAS 128). SFAS 128
requires net loss per share information to be computed using a simple weighted
average of common shares outstanding during the periods presented.


3. Merger

On August 17, 2005, Advanced 3-D Ultrasound Services, Inc. acquired all of the
outstanding common stock of WESI. For accounting purposes, the acquisition has
been treated as a recapitalization of WESI with WESI as the acquiror (reverse
acquisition). The historical financial statements prior to August 17, 2005, are
those of WESI. Each WESI shareholder received one share of restricted common
stock of Advanced 3D Ultrasound Services, Inc. for each share of WESI common
stock held by the WESI shareholders. As of August 16, 2005, WESI had 11,463,500
shares of common stock issued and outstanding. As of August 16, 2005, Advanced
3-D Ultrasound Services, Inc. had 198,063 shares of common stock issued and
outstanding. Immediately following the merger, Advanced 3-D Ultrasound Services,
Inc. had 11,661,563 shares of common stock issued and outstanding.

Advanced 3-D Ultrasound Services, Inc. effected the merger with WESI for the
purpose of acquiring the management expertise of WESI management and to acquire
the business model developed by WESI management. WESI had no operations prior to
the merger.
4. Stock Transactions

On September 9, 2005, the Company issued 31,413 shares of its common stock to an
unrelated entity under a twelve-month strategic alliance agreement. 1/12th of
the shares vest each month during the term of the agreement. The agreement is
cancelable by either party with 30 days notice. The Company recorded a prepaid
expense of $120,000, the fair market value of the services, related to the
agreement and expensed $10,000 utilizing the straight-line method during the
reporting period.


5. Notes and Loans Payable

During the nine months ended September 30, 2005, a stockholder of the Company
loaned $12,530 to the Company, of which $10,700 has been repaid. This loan is
unsecured, bears interest at 10% and is due on demand. Accrued interest as of
September 30, 2005, is $401 related to this loan.

During the nine months ended September 30, 2005, a non-related party stockholder
of the Company loaned $16,250 to the Company. This loan is unsecured, bears
interest at 10% and is due September 15, 2005. Accrued interest at September 30,
2005, is $748 related to this loan.

During the nine months ended September 30, 2005, an individual loaned the
Company $10,000. This loan is unsecured, bears interest at 10% and was due
August 29, 2005. This loan, including interest was paid in full during the nine
months ended September 30, 2005.

During the nine months ended September 30, 2005, an officer of the Company
loaned the Company $50,000. The loans are unsecured, bear interest at 8% and are
due on December 31, 2005. Accrued interest at September 30, 2005, is $537
related to these loans.

During the nine months ended September 30, 2005, an officer loaned the Company
$6,327. This loan is non-interest bearing and due on demand.


6. Subsequent Event

On May 25, 2005, the Company entered into a letter of intent to acquire
Professional Technical Systems, Inc. (PTS). Effective November 7, 2005 the
merger was completed with shareholders of PTS receiving one common share of the
Company for each common share of PTS. 18,884,674 common shares are issuable to
PTS shareholders.

PTS 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.

See the Form 8-K filed related to this event for financial information of PTS.


7. Going Concern

As shown in the accompanying financial statements, the Company has incurred
recurring losses from operations and at September 30, 2005, the Company's
current liabilities exceeded its current assets by approximately $102,000.

Management has taken several actions to ensure that the Company will
continue as a going concern through September 30, 2006, including the
acquisition of PTS. In addition, the Company expects to continue to receive
funds from the sale of its common stock. Management believes these actions will
enable the Company to continue as a going concern through September 30, 2006.
There can be no assurance, however, that the Company will raise funds from the
sale of its securities beyond those disclosed in these financial statements.
Item 2. Management's Discussion and Analysis or Plan of Operation

PLAN OF OPERATION

The Company's plans for the last year have been to acquire a profitable
business. As such, the Company entered into a letter of intent to acquire
Professional Technical Systems, Inc (PTS). The acquisition was completed on
November 7, 2005. PTS is an operating company engaged in the business of
developing, manufacturing and selling electrical surge protections devices. The
Company also merged World Energy Solutions, Inc. (WESI) into the Company. WESI
is not an operating company at this time however it has been formed to engage in
the business of consulting regarding energy conservation technologies and
installing such technologies at commercial and industrial facilities.

Previously, the Company's plans included developing a profitable business in 3-D
fetal photography. In response to the Company's' decision to pursue this
business venture, the Company changed its name to Advanced 3-D Ultrasound
Services, Inc. at its shareholders meeting on May 2, 2003. Subsequently, as a
result of recent concerns of the FDA related to non-diagnostic ultrasounds, the
Company decided not to enter this market. In furtherance of pursuing a business
in 3-D fetal photography, the Company entered into leases for office space and a
photograph center, which have subsequently expired or were cancelled and not
renewed. The company's officers were working out of home offices through June
30, 2005.

In August 2004 the Company entered into consulting agreements with six
individuals. These individuals provided consulting services in the areas of
marketing, business planning and legal services for a period of one year. The
consultants each received 5,850 shares of common stock in exchange for their
services.

In June, 2005, In light of the plans to acquire PTS and merge with WESI, the
officers of the Company resigned and were replaced by new officers and directors
with experience in the industries of PTS and WESI. The new officers and
directors of the Company are officers and/or stockholders of PTS and/or WESI.

The Company's plans to expand operations will require additional funds. The
Company plans to fund acquisitions through the sale of common stock.

In January 2004, the Company issued a private placement memorandum to issue up
to 1,000,000 common shares at $5.00 per share to raise up to $5,000,000 to
develop and operate imaging centers to provide ultrasound pictures of fetuses.
The funds raised were to have been used for development costs, equipment,
salaries, marketing and future public offering costs. The plans to develop and
operate imaging centers has been abandoned.

In 2004, the Company received $230,000 from sales of common stock. This funding
was spent on development costs, salaries and other administrative costs.

Administrative costs in 2005 have been funded from loans from Company
stockholders, officers and an unrelated individual.
Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

The Company's management, recognizes its responsibility for establishing and
maintaining internal control over financial reporting for the Company. After
evaluating the effectiveness of our "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as
of December 31, 2004 (the "Evaluation Date"), the Company's management has
concluded, as of the Evaluation Date, the Company's disclosure controls and
procedures were adequate and designed to ensure the information required to be
disclosed in the reports filed or submitted by us under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported with in the
requisite time periods.

(b) Effectiveness of Internal Control

The Company's management is reviewing the Company's internal controls over
financial reporting to determine the most suitable recognized control framework.
The Company will give great weight and deference to the product of the
discussions of the SEC's Advisory Committee on Smaller Public Companies (the
"Advisory Committee") and the Committee of Sponsoring Organizations' task force
entitled Implementing the COSO Control Framework in Smaller Businesses (the
"Task Force"). Both the Advisory Committee and the Task Force are expected to
provide practical, needed guidance regarding the applicability of Section 404 of
the Sarbanes-Oxley Act to small business issuers. The Company's management
intends to perform the evaluation required by Section 404 of the Sarbanes-Oxley
Act at such time as a framework is adopted by the Company. For the same reason,
the Company's registered accounting firm has not issued an "attestation report"
on the Company management's assessment of internal controls.

(c) Changes in Internal Controls

After evaluation by the Company's management, the Company's management has
determined there were no significant changes in the Company's internal controls
or in other factors that could significantly affect the Company's internal
controls subsequent to the Evaluation Date.


Part II. Other Information

Item 1. Legal Proceedings

NONE


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

NONE
Item 3. Defaults Upon Senior Securities

NONE


Item 4. Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders was held on October 13, 2005. The following
individuals were unanimously elected as directors at the meeting:

Benjamin C. Croxton
Mike Prentice
Jodi Crumbliss

Votes Cast: For -- 1,146,847
Against -- 0
Withheld -- 0
Abstentions -- 0
Broker Non-Votes -- 0

The shareholders also took the following action by the indicated vote of the
shareholders:

a) amended Article I of the Articles of Incorporation to change
Registrant's name, and, principal office and mailing address to World
Energy Solutions, Inc., 3900 31st Street, North, St. Petersburg,
Florida 33714.

Votes Cast: For -- 1,146,847
Against -- 0
Withheld -- 0
Abstentions -- 0
Broker Non-Votes -- 0

b) amended Article IV of the Articles of Incorporation to increase the
number of authorized shares of common stock to 100,000,000 shares.

Votes Cast: For -- 1,146,847
Against -- 0
Withheld -- 0
Abstentions -- 0
Broker Non-Votes -- 0

c) amended Article IV of the Company's Articles of Incorporation, to
provide for the issuance of up to 100,000,000 shares of preferred
stock on terms determined by the Board of Directors, as follows:

Preferred Stock: The Corporation is authorized to issue
100,000,000 shares of $.0001 par value Preferred Stock. The Board
of Directors is expressly vested with the authority to divide any
or all of the Preferred Stock into series and to fix and
determine the relative rights and preferences of the shares of
each series so established, provided, however, that the rights
and preferences of various series may vary only with respect to:

(i) the rate of dividend;

(ii) whether the shares maybe called and, if so, the call price
and the terms and conditions of call;
(iii) the amount payable upon the shares in the event of
voluntary and involuntary liquidation;

(iv) sinking fund provisions, if any, for the call or redemption
of the shares;

(v) the terms and conditions, if any, on which the shares may
be converted;

(vi) voting rights; and

(vii) whether the shares will be cumulative, noncumulative or
partially cumulative as to dividends and the dates from
which any cumulative dividends are to accumulate.

The Board of Directors shall exercise the foregoing authority by
adopting a resolution setting forth the designation of each
series and the number of shares therein, and fixing and
determining the relative rights and preferences thereof. The
Board of Directors may make any change in the designation, terms,
limitations and relative rights or preferences of any series in
the same manner, so long as no shares of such series are
outstanding at such time.

Within the limits and restrictions, if any, stated in any
resolution of the Board of Directors originally fixing the number
of shares constituting any series, the Board of Directors is
authorized to increase or decrease (but not below the number of
shares of such series then outstanding) the number of shares of
any series subsequent to the issue of shares of such series. In
case the number of shares of any series shall be so decreased,
the share constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally
fixing the number of shares of such series.

Votes Cast: For -- 1,146,847
Against -- 0
Withheld -- 0
Abstentions -- 0
Broker Non-Votes -- 0


d) ratified the accounting firm of Ferlita, Walsh & Gonzalez, P.A., as
the Company's auditors for the year ending December 31, 2005.

Votes Cast: For -- 1,146,847
Against -- 0
Withheld -- 0
Abstentions -- 0
Broker Non-Votes -- 0


Item 5. Other Information

NONE
Item 6. Exhibits and Reports on Form 8-K

Exhibit Description Number

(2) Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession............................. None

(3) (i) Articles of Incorporation................................... *

(ii) By-Laws..................................................... **

(iii) Articles of Amendment (Name Change, Authorized Shares, &
Issuance of Shares)....................................... ****

(4) Instruments defining the rights of holders, including Indentures

(a) Subscription Agreement...................................... None

(b) Warrant Agreement........................................... *

(c) Warrant Resolution dated March 2, 2000...................... ***

(10) Material contracts................................................. None


(10.1) Agreement and Plan of Merger between Registrant (formerly
known as Advanced 3D Ultrasound Services, Inc.) and
World Energy Solutions, Inc. ............................ +

(10.2) Strategic Alliance Agreement between Registrant and
UTEK Corporation......................................... ++

(11) Statement re: computation of per share earnings..................Note 2 to
Financial
Statements

(15) Letter re: Unaudited Interim Financial Information................. None

(18) Letter on change in accounting principles.......................... None

(19) Report Furnished to Security Holders .............................. None

(22) Published report regarding matters submitted to vote............... None

(23) Consents of Experts and Counsel.................................... None

(24) Power of Attorney.................................................. None

(31) Certification of Chief Executive
Officer and Chief Financial Officer................................ ****

(32) Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002......................................... ****

(99) Additional Exhibits


* Previously filed with Form 10-SB on November 23, 1998.
** Previously filed with Form 10-SBA No. 1 on February 2, 1999.
*** Previously filed with Form 10KSB filed March 29, 2001.
**** Filed herewith.
+ Previously filed with Form 8-K on August 16, 2005.
++ Previously filed on Form 8-K on September 9, 2005.

(b) REPORTS ON FORM 8-K:

Form 8-K Filed on August 16, 2005
Item 1.01 on Form 8-K: 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.

Item 2.01 on Form 8-K:

Registrant is a start up business without predecessors and no financial
information regarding this transaction is required hereunder.


Form 8-K Filed on September 9, 2005
Item 1.01 on Form 8-K: Entry Into a Material Definitive Agreement.

On September 9, 2005, Registrant, d/b/a World Energy Solutions, entered
into a twelve (12) month Strategic Alliance Agreement (the "Agreement")
with UTEK Corporation, a Delaware corporation ("UTEK"). Under the
Agreement, UTEK will seek out, investigate, and, if appropriate, recommend
technologies related to Registrant's product line for acquisition or
licensing by Registrant. As consideration for the Agreement, Registrant
will issue 31,413 restricted shares of its stock to UTEK. Ownership of
one-twelfth (1/12) of the 31,413 shares will vest in UTEK monthly. If the
Agreement is terminated prior to the end of the twelve (12) month term of
the Agreement, any shares not having vested in UTEK will be transferred
back to Registrant.

As additional consideration by Registrant, if Registrant opts to acquire a
technology identified by UTEK, UTEK will acquire the technology via a UTEK
subsidiary company, and the subsidiary company will be acquired by
Registrant by payment of a "premium" price to UTEK.

Item 3.02 on Form 8-K: Unregistered Sales of Equity Securities

Pursuant to Paragraph (b) of this item, no report need be filed because the
equities sold in the transaction outlined in Section 1 hereof constitute
less than one (1) percent of the number of Registrant's outstanding shares.
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

WORLD ENERGY SOLUTIONS, INC.



Dated: November 18, 2005 /s/ Benjamin C. Croxton
--------------------------
Benjamin C. Croxton
Chief Executive Officer
Chief Financial Officer