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: September 9, 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 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.
SECTION 3 -- SECURITIES AND TRADING MARKETS
Item 3.02: 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.
SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01: Financial Statements and Exhibits
Exhibit 10 - Material Contracts
10.1 - Strategic Alliance Agreement Between Filed
Registrant and UTEK Corporation..........................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: September 13, 2005 By: /s/ Benjamin C. Croxton
---------------------------
Benjamin C. Croxton
Chief Executive Officer
Chief Financial Officer