ADVANCED 3-D ULTRASOUND SERVICES, INC.

                             3900 31st Street, North

                          St. Petersburg, Florida 33714

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                 October 13, 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 consider  and, if thought  fit,  pass the  following  resolution
amending Article IV of the Company's Articles of Incorporation,  to increase the
number of authorized shares of common stock to 100,000,000 shares, as follows:


                            ARTICLE IV CAPITAL STOCK

          Common Stock: The aggregate number of shares of stock authorized to be
          issued  by this  corporation  shall be  100,000,000  shares  of common
          stock,  each  with a par value of  $.0001.  Each  share of issued  and
          outstanding  common  stock shall  entitle the holder  thereof to fully
          participate  in all  shareholder  meetings,  to cast  one vote on each
          matter with respect to which  shareholders have the right to vote, and
          to share ratably in all dividends and other distributions declared and
          paid with respect to the common stock, as well as in the net assets of
          the corporation upon liquidation or dissolution.

         (4) To consider  and, if thought  fit,  pass the  following  resolution
amending 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:

          (a)  the rate of dividend; 

          (b)  whether  the shares  maybe  called and, if so, the call price and
               the terms and conditions of call; 

          (c)  the amount  payable upon the shares in the event of voluntary and
               involuntary liquidation; 

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

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

          (f)  voting  rights;  and 

          (g)  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.

         (5) To ratify the approval of Ferlita, Walsh  & Gonzalez,  P.A., as the
Company's auditors for the year ending December 31, 2005.

         (6) 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,  "FOR" approval of the
proposed  amendments to the Articles of Incorporation of Advanced 3-D Ultrasound
Services,  Inc.  and "FOR" the approval of the  Company's  auditors for the year
ending December 31, 2005.

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), (3),
(4) and (5) 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 13, 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 13, 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;  (3) to approve the
amendment of the Company's  Articles of  Incorporation to increase the number of
authorized shares of common stock to 100,000,000  common shares;  (4) to approve
the amendment of the Company's Articles of Incorporation to provide for issuance
of up to 100,000,000  shares of preferred stock on terms determined by the Board
of  Directors;  and (5) 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,  11,692,976  common  shares  were  issued and  outstanding,
representing 11,692,976 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), (3), (4) and (5) 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             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.

         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.

         Jodi Crumbliss has been bookkeeper for Professional  Technical Systems,
Inc. from January 1990 to the present.  Ms.  Crumbliss is not  a director of any
other reporting company.

         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 - AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
           TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

         At the Annual  Meeting of  Shareholders,  a proposal will be considered
and acted upon to amend the  Articles of  Incorporation  of the  Corporation  to
increase the number of authorized shares of common stock to 100,000,000 shares.

         The  proposal  to be voted  upon  would  amend  Article  IV so that the
paragraph would read as follows:

                            ARTICLE IV CAPITAL STOCK

          Common Stock: The aggregate number of shares of stock authorized to be
          issued  by this  corporation  shall be  100,000,000  shares  of common
          stock,  each  with a par value of  $.0001.  Each  share of issued  and
          outstanding  common  stock shall  entitle the holder  thereof to fully
          participate  in all  shareholder  meetings,  to cast  one vote on each
          matter with respect to which  shareholders have the right to vote, and
          to share ratably in all dividends and other distributions declared and
          paid with respect to the common stock, as well as in the net assets of
          the corporation upon liquidation or dissolution.

The purpose of the amendment is to provide additional shares for future business
acquisitions  and future sale. The Company does not have any present  purpose or
plans to issue any of the  additional  50,000,000  common  shares which would be
authorized by this amendment in the event Proposal No. 3 is adopted.

        PROPOSAL 4 - AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
                            TO PROVIDE PREFERRED STOCK

         At the Annual  Meeting of  Shareholders,  a proposal will be considered
and acted upon to amend the  Articles of  Incorporation  of the  Corporation  to
provide for issuance of up to  100,000,000  shares of  preferred  stock on terms
determined by the Board of Directors.

         The  proposal  to be voted  upon  would  amend  Article  IV so that the
paragraphs would read 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:

          (a)  the rate of dividend; 

          (b)  whether  the shares  maybe  called and, if so, the call price and
               the terms and conditions of call; 

          (c)  the amount  payable upon the shares in the event of voluntary and
               involuntary liquidation; 

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

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

          (f)  voting  rights;  and 

          (g)  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.

The purpose Proposal No. 4 is to provide  additional types of securities through
which the Company can make future  acquisitions and for future sale. The Company
has no present plans to issue any preferred  shares in the event  Proposal No. 4
is adopted.


       PROPOSAL 5 - 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.  Representatives of Ferlita, Walsh & Gonzalez,  P.A., are not expected
to be present at the Shareholders' Meeting.

         Audit Fees

         The  aggregate  fees billed for each of the last two  completed  fiscal
years and for the first nine months of 2005 for professional  services  rendered
by Ferlita,  Walsh & Gonzalez,  P.A., the principal  accountant for the audit of
the Company's annual financial  statements and review of the financial statement
included in the Company's  filings on Form 10-QSB,  as well as services normally
provided in connection with statutory and regulatory filings were:

                    2003     $ 1,635.00 
                    2004     $15,350.50 
                    2005     $11,786.50

         Audit Related Fees

         Ferlita, Walsh & Gonzalez,  P.A., did not bill any fees during the last
two completed  fiscal years for assurance and related  services by the principal
accountant that are reasonably related to the performance of the audit or review
of the Registrant's  financial statements and are not reported under the caption
"Audit Fees".

         Tax Fees

         Ferlita, Walsh & Gonzalez, P.A., did not bill any fees for professional
services rendered by the principal accountant for tax compliance, tax advice and
tax planning.



         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 amendments 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 Amount and Nature
                     of Individual of Beneficial Approximate

Title of Class      Identity of Group           Ownership*         % of Class**
--------------------------------------------------------------------------------

Common              Benjamin C. Croxton         4,354,500             37.99%
                    920 16th Avenue, N.
                    St. Petersburg FL 33704

Common              Mike Prentice               1,879,500(1)          16.39%
                    7944 9th Avenue, S.
                    St. Petersburg FL 33707

Common              Rachel Steele               2,415,332(2)          20.97%
                    7732 N. Mobley Drive
                    Odessa FL 33556

Common              All Officers and Directors  8,649,332             75.35%
                    as a Group

*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
(to June 29, 2005)                  2002    $0                $0           $0                $0

Glen Ostrowski                      2004    $17,500           $0           $0                $0
President                           2003    $47,099.71        $0           $0                $0
(to June 29, 2005)                  2002    $0                $0           $0                $0

Tanya Ostrowski                     2004    $34,572           $0           $0                $0
Secretary-Treasurer                 2003    $17,548.20        $0           $0                $0
(to June 29, 2005)                  2002    $0                $0           $0                $45,000(1)

Rachel Steele                       2004    $24,700           $0           $0                $0
Vice President                      2003    $ 7,671           $0           $0                $0
(to June 29, 2005)                  2002    $0                $0           $0                $45,000(2)

Benjamin C. Croxton                 2005    $0                $0           $0                $0
Chief Executive Officer
Chief Financial Officer
(Current CEO, CFO)

Mike Prentice                       2005    $0                $0           $0                $0
President
(Current President)




(1)Reflects  issuance  of  4,500,000  shares  (does not  reflect 1 for 400 share
reverse split  effective  12/30/03).  (2)Reflects  issuance of 4,500,000  shares
(does not reflect 1 for 400 share reverse split effective 12/30/03).

                 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 13, 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 13, 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 ___________

     For all nominees except as noted: ________________________________________

2.   Approval  of  the  proposed  amendment  of  Article  I to the  Articles  of
     Incorporation of Advanced 3-D Ultrasound Services, Inc.

     FOR __________ AGAINST ___________ ABSTAIN ___________

3.   Approval  of the  proposed  amendment  of  Article  IV to the  Articles  of
     Incorporation  of Advanced 3-D  Ultrasound  Services,  Inc.  increasing the
     number of authorized common shares to 100,000,000.

     FOR __________ AGAINST ___________ ABSTAIN ___________

4.   Approval  of the  proposed  amendment  of  Article  IV to the  Articles  of
     Incorporation of Advanced 3-D Ultrasound Services, Inc. as to the provision
     authorizing 100,000,000 preferred shares.

     FOR __________ AGAINST ___________ ABSTAIN ___________

5.   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)


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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 13, 2005