Edgar Filing: WORLD ENERGY SOLUTIONS, INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended June 30, 2006.

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

For the transition period from __________ to ____________.

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

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 issuer's common stock, par value $.0001 per share,
outstanding as of August 8, 2006, was 34,343,876.

Transitional Small Business Disclosure Format (Check one): (_)Yes (x) No

Part I. Financial Information

Item 1. Financial Statements.

WORLD ENERGY SOLUTIONS, INC.

(FORMERLY ADVANCED 3D ULTRASOUND
SERVICES, INC.)

FINANCIAL STATEMENTS

JUNE 30, 2006

WORLD ENERGY SOLUTIONS, INC.
(FORMERLY ADVANCED 3D ULTRASOUND SERVICES, INC.)
BALANCE SHEET
JUNE 30, 2006
(UNAUDITED)

ASSETS

Current assets

Cash $ 122,766
Accounts receivable 84,440
Inventory 94,626
Prepaid expenses and other current assets 2,628,585
-------------
Total current assets 2,930,417
-------------
Property and equipment, net 68,526
-------------
Other assets
Deposits 3,850
-------------
Total Assets $ 3,002,793
=============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable $ 20,751
Accrued expenses 8,173
Advance payments from dealers and customers 15,679
Loans payable to related parties 6,327
-------------
Total current liabilities 50,930
-------------
Stockholders' equity
Preferred stock; $.0001 par value; 100,000,000 shares
authorized and unissued -
Common stock; $.0001 par value; 100,000,000 shares
authorized; 34,309,104 shares issued and outstanding 3,430
Paid-in capital 9,713,248
Accumulated deficit (6,764,815)
-------------
Total stockholders' equity 2,951,863
-------------
Total Liabilities and Stockholders' Equity $ 3,002,793
=============

The accompanying notes are an integral part
of this financial statement.

WORLD ENERGY SOLUTIONS, INC.
(FORMERLY ADVANCED 3D ULTRASOUND SERVICES, INC.)

STATEMENTS OF OPERATIONS
(UNAUDITED)

Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
2006 2005 2006 2005
------------ ------------ ------------ ------------

Net sales $ 163,568 $ 118,692 $ 267,331 $ 223,680
Cost of goods sold 75,442 75,830 135,462 134,780
------------ ------------ ------------ ------------
Gross profit 88,126 42,862 131,869 88,900

General and administrative expenses 1,351,442 340,923 5,085,830 502,646
------------ ------------ ------------ ------------
Earnings (loss) from operations (1,263,316) (298,061) (4,953,961) (413,746)
------------ ------------ ------------ ------------
Other income (expense)

Gain on disposal of property and equipment - - - 47,457
Interest expense (1,718) (3,771) (6,278) (15,564)
Research and development (51,589) (46,475) (106,211) (92,375)
Total other income (expense) ------------ ------------ ------------ ------------
(53,307) (50,246) (112,489) (60,482)
Earnings (loss) before provision ------------ ------------ ------------ ------------
for income taxes (1,316,623) (348,307) (5,066,450) (474,228)
Provision for income taxes - - - -
------------ ------------ ------------ ------------
Net loss $ (1,316,623) $ (348,307) $ (5,066,450) $ (474,228)
============ ============ ============ ============

Loss per common share $ (0.04) $ (0.02) $ (0.17) $ (0.02)
============ ============ ============ ============
Weighted average common
shares outstanding 34,021,186 19,400,722 29,712,339 19,257,547
============ ============ ============ ============

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
(UNAUDITED)

Six Months Ended
June 30,
--------------------------
2006 2005
------------ ------------
Cash flows from operating activities

Net loss $ (5,066,450) $ (474,228)
------------ ------------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 7,945 7,124
Gain on disposal of property and equipment - (47,457)
Stock issued for services 7,042,000 -
(Increase) decrease in:
Accounts receivable (34,655) 6,280
Inventory 17,192 21,529
Prepaid expenses and other current assets (2,525,199) (119)
Increase (decrease) in:
Accounts payable (8,077) (35,426)
Accrued expenses (5,488) (738)
Advance payments from dealers and customers (3,378) (4,790)
------------ ------------
Total adjustments 4,490,340 (53,597)
------------ ------------
Net cash used in operating activities (576,110) (527,825)
------------ ------------
Cash flows from investing activities
Purchase of equipment (6,336) -
Proceeds from sale of property and equipment - 324,404
------------ ------------
Net cash provided by (used in) investing
activities (6,336) 324,404
------------ ------------
Cash flows from financing activities
Proceeds from issuance of common stock 694,800 578,822
Proceeds from loans payable to related parties - 30,000
Repayment of loans payable to related parties (161,097) (70,341)
Proceeds from long-term debt - 15,000
Repayment of long-term debt (68,685) (34,981)

Net cash provided by financing ------------ ------------
activities 465,018 518,500
------------ ------------
Net increase (decrease) in cash (117,428) 315,079

Cash, beginning of period 240,194 101,961
------------ ------------
Cash, end of period $ 122,766 $ 417,040
============ ============

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
(UNAUDITED)
(Continued)

Six Months Ended
June 30,
------------ ------------
2006 2005
------------ ------------
Supplemental disclosures of noncash investing and
financing activities:
Common stock issued for services $ 7,042,000 $ -
Long-term debt repaid with proceeds from sale
of property and equipment $ - $ 210,000

Cash flow information:
Cash paid for interest $ 8,381 $ 11,793
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
JUNE 30, 2006

The information presented herein as of June 30, 2006, and for the three-months
and six months ended June 30, 2006, is unaudited.

(1) Organization:

Advanced 3D Ultrasound Services, Inc. was incorporated on September 23, 1997.
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.

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

On November 7, 2005, WESI merged with Professional Technical Systems, Inc.
(PTS). WESI remained as the surviving entity as the legal acquiror, while PTS
was the accounting acquirer.

(2) Basis of Presentation:

The accompanying financial statements of WESI (the Company) 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 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 three and six-month periods ended June 30, 2006, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2006. 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, 2005.

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) Stock Transactions:

On January 31, 2006, the Company entered into employment agreements with its
CEO/CFO and President. The agreements call for annual salaries of $156,000 and
600,000 shares of Company common stock. The common stock was valued at $1.50 per
share based on the recent trading price for the Company's common stock. The
total value of the shares issued ($1,800,000) was included in salaries expense
during the first quarter of 2006. The employment agreements contain a noncompete
agreement and provide for severance pay equal to one year base salary.

On January 31, 2006, the Company entered into six consulting agreements for
various services including marketing, business development, product design
engineering and product development, real estate acquisition and business
planning. These agreements provide as compensation the issuance of 925,000
shares of common stock. The stock was valued at $1.50 per share based on the
recent trading price for the

WORLD ENERGY SOLUTIONS, INC.
(FORMERLY ADVANCED 3D ULTRASOUND SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006

(3) Stock Transactions: (Continued)

Company's common stock. Three of the agreements are for terms ranging from 12
months to 26 months. The value of those agreements ($337,500) has been
capitalized as prepaid expenses and is being recognized as consulting expense
over the life of the agreement. The value of the common stock issued related to
the remaining agreements ($1,050,000) has been expensed during the first quarter
of 2006. Additionally, the agreements include total cash compensation of $3,050
per week and reimbursement of expenses. Lastly, two of the agreements allow for
additional compensation to be determined between the Company and the consultant
for specific services.

On February 24, 2006, the Company entered into a media campaign agreement for
nationally syndicated newspaper and/or radio features in exchange for restricted
common stock valued at $1,000,000 to be satisfied in two payments. On February
28, 2006, the Company made the first payment with the issuance of 326,797 shares
of restricted common stock. The value of these shares ($550,000) has been
expensed during the first quarter of 2006. During the second quarter of 2006 the
Company made three monthly payments with the issuance of 101,306 shares of
restricted common stock. The value of these shares ($150,000) has been expensed
during the second quarter of 2006.

On April 3, 2006, the Company entered into a one-year financial and strategic
consulting agreement with a consultant for investor introductions leading to
qualified equity financing up to $10 million and project financing up to $100
million. Additionally the consultant will provide financial consulting services
including the development of financial projections, presentation materials and
customized proposals. For these services the consultant received 6,309,000
unregistered shares of restricted common stock on April 3, 2006. The value of
the shares ($3,154,500) issued has been capitalized as prepaid expenses and is
being recognized as consulting expense over the life of the agreement. Once it
is determined that equity or debt financing will be secured as a result of this
agreement, the remaining unamortized prepaid expense balance will be examined to
determine what portion, if any, should be treated as a reduction of equity
proceeds or as an additional cost of financing subject to amortization.

Item 2. Management's Discussion and Analysis or Plan of Operation.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Introduction

World Energy Solutions, Inc. (referred to as the "Company", "WESI," or in the
first person notations of "we," "us," and "our") began operations in 1984 under
the corporate name of Professional Technical Systems, Inc. (PTS). PTS merged
with WESI in November 2005 with WESI being the legal acquiror but PTS being the
accounting acquiror. Therefore the financial statements presented herein are
those of WESI (formerly known as PTS).

In August 2005, WESI merged with Advanced 3D Ultrasound, Inc. (ADVU) with ADVU
being the legal acquiror but WESI being the accounting acquiror. ADVU changed
its name to WESI.

ADVU and WESI prior to merging with PTS had no revenues and minimal assets and
activity. PTS has been an operating manufacturer before and after the merger.

WESI 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. Although this
activity is expected to continue, the Company plans to implement a new business
model to market a multi-product package to commercial, industrial and
residential facilities in order to lower their overall cost of electric, gas and
water. The Company plans to market its package both by direct sales as well as a
Shared Revenue Program (SRP) where the Company pays for the entire installation
in return for a percentage of the realized savings. This new business model is
expected to increase revenues and profits for the Company.

Liquidity and Capital Resources

Our cash decreased to approximately $123,000 as of June 30, 2006 compared to
$240,000 as of December 31, 2005. This is due mostly to the repayment of loans
to related parties and other loan term debt. Proceeds from the issuance of
common stock have funded the cash used for operating activities.

The cash used in operations in 2006 exceeded the cash used in operations in 2005
by approximately $49,000. Although gross profit from sales increased, general
and administrative expenses increased approximately $4,583,000. This increase is
attributable to increased salaries and consulting fees. However, approximately
$4,439,000 of salaries, consulting fees and advertising costs were funded
through the issuance of common stock during the first quarter and second
quarters of 2006.

We do not believe our working capital is sufficient to implement the full
spectrum of our planned, new energy-saving business model. Operations in 2006
and most of 2005 have been funded in large part through the sale of common stock
and such funding will need to continue in order to allow us to implement our new
business model. The Company has been successful in acquiring certain services
through consulting agreements that are funded in large part through the issuance
of common stock as noted above. However, the Company currently is offering its
stock through a private placement memorandum. The Company plans to raise up to
$10,000,000 through this sale of common stock. The proceeds from the sale will
be used to fund research and development, consulting and professional fees, new
job installs, other expenses and for working capital.

On January 31, 2006, the Company entered into six consulting agreements for
various services including marketing, business development, product design
engineering and product development, real estate acquisition and business
planning. These agreements provide as compensation the issuance of 925,000
shares of common stock. Additionally, the agreements include total cash
compensation of $3,050 per week and reimbursement of expenses. Lastly, two of
the agreements allow for additional compensation to be determined between the
Company and the consultant for specific services.

On February 24, 2006, the Company entered into a media campaign agreement for
nationally syndicated newspaper and/or radio features in exchange for restricted
common stock valued at $1,000,000 to be satisfied in two payments. On February
28, 2006, the Company made the first payment with the issuance of 326,797 shares
of restricted common stock. During the second quarter the Company made three
monthly payments with the issuance of 101,306 shares of restricted common stock.
This media campaign will be utilized to gain national attention for the Company
and its business model of energy saving contracts.

On April 3, 2006, the Company entered into a financial and strategic consulting
agreement with a consultant for investor introductions leading to qualified
equity financing up to $10 million and project financing up to $100 million.
Additionally the consultant will provide financial consulting services including
the development of financial projections, presentation materials and customized
proposals. For these services the consultant received 6,309,000 unregistered
shares of common stock on April 3, 2006.

Previously the Company had debt financing either from its officers, or
guaranteed by its officers. This debt was repaid in full during the second
quarter of 2006. Debt financing is not expected to be a funding resource.

Results of Operations and Critical Accounting Policies and Estimates

The results of operations are based on preparation of financial statements in
conformity with accounting principles generally accepted in the United States.
The preparation of financial statements requires management to select accounting
policies for critical accounting areas as well as estimates and assumptions that
affect the amounts reported in the financial statements. The Company's
accounting policies are more fully described in Note 1 of Notes to Financial
Statements found in the Company's annual financial statements filed with Form
10-KSB. We have identified the following accounting policy and related judgment
as critical to understanding the results of our operations.

Valuation Allowance on Deferred Tax Assets

SFAS No. 109, "Accounting for Income Taxes" requires that deferred tax assets be
evaluated for future realization and reduced by a valuation allowance to the
extent we believe a portion will not be realized. We consider many factors when
assessing the likelihood of future realization of our deferred tax assets
including our recent cumulative earnings experience, expectations of future
taxable income, the carry-forward periods available to us for tax reporting
purposes and other relevant factors. At December 31, 2005, our net deferred tax
assets are $3,949,000, comprised principally of net operating loss carry
forwards (NOLs). Classification of deferred tax assets between current and
long-term categories is based on the expected timing of realization, and the
valuation allowance is allocated on a prorata basis.

We have reflected a valuation allowance of 100%, which resulted in an income tax
benefit of zero. The range of possible judgments relating to the valuation of
our deferred tax asset is very wide. If we had concluded that the weight of
available evidence supported a decision that substantially all of our deferred
tax assets may be realized, we would have a substantial income tax benefit in
our statement of operations. Significant judgment is required in making this
assessment, and it is very difficult to predict when, if ever, our assessment
may conclude our deferred tax assets is realizable.

2006 Compared to 2005

Total product sales for 2006 were $267,000 compared to 2005 sales of $224,000.

Gross profit on sales increased from 40% in 2005 to 49% in 2006.

Our general and administrative expenses increased to $5,085,830 in 2006 from
$503,000 in 2005. The Company incurred consulting fees and advertising costs of
$2,639,000 in 2006 and none in 2005 related to its proposed business model.
Lastly, salaries increased approximately $1,930,000 due to increased salaries,
additional personnel and the employment agreements with the Company's president
and its CEO/CFO as noted above.

We expect significant increases in future consulting, salary and research and
development expenses as a result of the implementation of our new business
model.

Forward-looking Statement

All statements other than statements of historical fact in this report are
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995, and are based on management's current expectations of the
Company's near term results, based on current information available and
pertaining to the Company. The Company assumes no obligation to update publicly
any forward-looking statements. Actual results may differ materially from those
projected in the forward-looking statements.

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 June 30, 2006 (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. At such time the
Company adopts and implements a framework and as required by the SEC's reporting
requirements, the Company's registered accounting firm will issue an
"attestation report" on the Company management's assessment of 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.

Date Name Total Dollar Price per Total Number
Amount Share of Shares
--------- ----------------------- ------------ --------- ------------
4/7/06 Smoker, Michael $ 5,000.00 $ 0.50 10,000
4/7/06 Smoker, Beverly $ 15,000.00 $ 0.50 30,000
4/7/06 Willison, Linda $ 10,000.00 $ 0.50 20,000
4/14/06 Flood Living Trust $ 50,000.00 $ 0.50 100,000
4/21/06 Levarge, Fredric $ 10,000.00 $ 0.50 20,000
4/24/06 Drobny, Mario $ 10,000.00 $ 0.50 20,000
4/27/06 Hartley, Jim $ 45,000.00 $ 0.50 90,000
5/2/06 Downie, Charles $ 10,000.00 $ 0.50 20,000
5/10/06 Flood Living Trust $ 100,000.00 $ 0.50 200,000
5/19/06 Clark, Pamela $ 19,700.00 $ 0.50 39,400
Chumbley, Joseph $ 50,100.00 $ 0.50 100,200
Conley, Thomas $ 15,000.00 $ 0.50 30,000
5/23/06 Chumbley, Ann Ree $ 5,000.00 $ 0.50 10,000
6/8/06 Flood Living Trust $ 50,000.00 $ 0.50 100,000

All sales were made pursuant to Section 4(2) of the 1933 Act. The proceeds of
the sale of these securities is to provide operating capital and development
costs.

Item 3. Defaults Upon Senior Securities.

NONE

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

NONE

Item 5. Other Information.

NONE

Item 6. Exhibits and Reports on Form 8-K.

Exhibit Number Location
and Description Reference
--------------------------------------------------------------------------------

(b) Financial Statements Filed Herewith

(1.0) Underwriting Agreement None

(2.0) Plan of purchase, sale, reorganization, arrangement,
liquidation, or succession

(2.1) Agreement and Plan of Merger Between See Note 6
Registrant and World Energy Solutions, Inc (below)

(2.2) Agreement and Plan of Merger Between See Note 7
Registrant and Professional Technical (below)
Systems, Inc.

(3.0) Articles of incorporation and by-laws

(3.1) Initial Articles of Incorporation filed See Note 1
November 23, 1998. (below)

(3.2) Amendment to initial Articles of See Note 2
Incorporation (Name Change, Authorized (below)
Shares, & Issuance of Shares).

(3.3) By-Laws filed February 2, 1999. See Note 3
(below)
(4.0) Instruments defining the rights of security
holders, including indentures

(4.1) Specimen Share Certificate for Common Stock.

(9.0) Voting Trust Agreement None

(10.0) Material Contracts

(10.1) Strategic Alliance Agreement Between See Note 4
the Company and UTEK Corporation (below)

(10.2) Employment Agreement with Benjamin Croxton See Note 5
dated January 31, 2006. (below)

(10.3) Employment Agreement with Mike Prentice See Note 5
dated January 31, 2006. (below)

(10.4) Consulting Agreement with Thomas Kurk See Note 5
dated January 31, 2006. (below)

(10.5) Consulting Agreement with Rachel Steele See Note 5
dated January 31, 2006. (below)

(10.6) Consulting Agreement with Robert J. Depalo See Note 5
dated January 31, 2006. (below)

(10.7) Consulting Agreement with Nancy W. Hunt See Note 5
dated January 31, 2006. (below)

(10.8) Consulting Agreement with George Walker See Note 5
dated January 31, 2006. (below)

(10.9) Consulting Agreement with Dan Witherspoon See Note 5
dated January 31, 2006. (below)

(10.10) Agreement and Plan of Merger between
Registrant and World Energy Solutions, Inc.,
a Florida corporation, with Registrant
remaining as the surviving entity, dated See Note 8
August 16, 2005. (below)

(10.11) Strategic Alliance Agreement with UTEK
Corporation, a Delaware corporation dated See Note 9
September 9, 2005. (below)

(11.0) Statement re: Computation of Per Share Earnings Note 1
to Financial
Statements

(16.0) Letter on changes in certifying accountant None

(18.0) Letter on change in accounting principles None

(20.0) Other documents or statements to security holders None
or any document incorporated by reference

(21.0) Subsidiaries of Registrant None

(22.0) Published Report re: Matters Submitted to Vote of
Security Holders None

(23.0) Consents of Experts and Counsel None

(24.0) Power of Attorney None

(31.0) Certificate of Chief Executive Officer Filed Herewith
and Chief Financial Officer

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

(99.0) Additional exhibits None

Exhibit Key

--------------------------------------------------------------------------------

Note 1 Incorporated by reference to the Company's Form 10-SB filed with the
Securities and Exchange Commission on November 23, 1998.

Note 2 Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on November 18, 2005.

Note 3 Incorporated by reference to the Company's Form 10-SBA No. 1 filed with
the Securities and Exchange Commission on February 2, 1999.

Note 4 Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on September 13, 2005.

Note 5 Incorporated by reference to the Company's Form S-8 filed with the
Securities and Exchange Commission on January 31, 2006.

Note 6 Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on August 19, 2005.

Note 7 Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on November 14, 2005.

Note 8 Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on August 16, 2005.

Note 9 Incorporated by reference to the Company's Form 8-K filed with the
Securities and Exchange Commission on September 9, 2005.

(b) REPORTS ON FORM 8-K:

Form 8-K Filed on April 5, 2006.
Item 1.01 on Form 8-K: Entry into a Material Definitive Agreement.

On April 3, 2006 World Energy Solutions, Inc. ("WESI" or the "Company")
entered into a Financial and Strategic Consulting Agreement (the "Agreement")
with Gray Capital Partners, Inc. ("Gray Capital") of Atlanta, Georgia. Pursuant
to the Agreement, Gray Capital will introduce the Company to prospective capital
sources and actively assist the Company with negotiations regarding terms and
structuring of equity capital financing, senior or sub-debt, convertible debt
instruments and/or commercial credit lines. The purpose of securing the equity
investments and debt financing is for use by WESI in the execution of its
business plan and acquisitions on a best efforts basis. The term of the
Agreement is for a period of one year.

The Agreement provides Gray Capital will assist the Company with acquiring
equity capital financing in amounts of up to ten million dollars
($10,000,000.00). The Agreement also provides Gray Capital will assist the
Company in acquiring project financing through, among other things, secured
senior debt in an amount of up to one hundred million dollars ($100,000,000.00).
The security to be provided by the Company for said debt financing is
undetermined as of the date of the Agreement and will be ascertained as debt
financing arrangements are negotiated.

Finally, Gray Capital will assist the Company in identifying merger and
acquisition targets, as well as venture capital funds, hedge funds, underwriters
and market makers and further provide consulting services toward the strategic
development and deployment of the Company's unique energy conservation services
business model.

In exchange for the services to be rendered under the Agreement, the
Company has issued to Gray Capital, six million, three hundred nine thousand
(6,309,000) shares of the Company's restricted common stock.

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

Pursuant to the Agreement identified in Item 1.01 above, the Company issued
6,309,000 shares of its restricted common stock to Gray Capital Partners, Inc.
on April 4, 2006.

As consideration for its receipt of the Company's restricted common stock,
Gray Capital has agreed to assist the Company with acquiring equity capital
financing in amounts of up to ten million dollars ($10,000,000.00). The
Agreement also provides that Gray Capital will assist the Company in acquiring
project financing through, among other things, secured senior debt in an amount
of up to one hundred million dollars ($100,000,000.00). Finally, Gray Capital
will assist the Company in identifying merger and acquisition targets, as well
as venture capital funds, hedge funds, underwriters and market makers and
further provide consulting services toward the strategic development and
deployment of the Company's unique energy conservation services business model.

Form 8-K Filed on May 2, 2006.
Item 1.01 on Form 8-K: Entry Into a Material Definitive Agreement.

On April 27, 2006 World Energy Solutions, Inc. ("WESI") entered into a
Subcontract Agreement (the "Agreement") with Fort Berthold Development
Corporation, Inc. ("FBDC") to participate as a subcontractor on construction
projects where FBDC will be the General Contractor for the United States
Department of the Interior ("DOI"). The term of the Agreement is two years. FBDC
is identified as the General Contractor under an existing contract with the DOI.

Under the Agreement, WESI will provide all management, supervision,
estimating, labor, material, tools, and equipment necessary for the performance
of minor construction, rehabilitation, alterations and new construction for
various DOI locations and installations within the Washington D.C. metropolitan
area and nationwide as requested by FBDC in various task orders submitted to
WESI. The Company's entry into the Agreement follows its earlier execution of a
Teaming Agreement with FBDC to pursue procurement of contracts with the United
States Government in response to its dissemination of requests for proposals to
obtain goods and services. The Agreement furthers the business plan of FBDC and
WESI to jointly cooperate in the submission of proposals to and procurement of
contracts with the United States Government regarding comprehensive energy
savings and construction solutions for government facilities.

Form 8-K/A Filed on May 2, 2006.
Item 1.01 on Form 8-K/A: Entry Into a Material Definitive Agreement.

On April 27, 2006 World Energy Solutions, Inc. ("WESI" or the "Company")
entered into a Subcontract Agreement (the "Agreement") with Fort Berthold
Development Corporation, Inc. ("FBDC") to participate as a subcontractor on
construction projects where FBDC will be the General Contractor for the United
States Department of the Interior ("DOI"). The term of the Agreement is for one
year. FBDC is identified as the General Contractor under an existing contract
with the DOI.

Form 8-K Filed on May 10, 2006.
Item 8.01 on Form 8-K: Other Events.

On May 8, 2006, World Energy Solutions, Inc. ("WESI" or the "Company")
entered into a Memorandum of Understanding (the "Memorandum") with Chickasaw
Nation Industries, Inc. ("CNI") to facilitate the Company's participation as a
sub-consultant/subcontractor regarding construction projects pursued by the
parties with CNI as the Lead Party/Prime Contractor. The purpose of the
Memorandum is to provide a basic funding outline to facilitate the Company's
participation in projects with CNI. Pursuant to the Memorandum, CNI may
initially commit up to $1,000,000.00 to various construction projects mutually
agreed upon and ultimately approved by CNI, such as hospitals, schools, federal
facilities and/or hotels. Each agreed upon project will be subject to a proposed
performance contract containing terms and conditions that are mutually agreeable
to WESI and CNI.

The Memorandum follows the Teaming Agreement between WESI and CNI dated
December 20, 2005. Under the one-year Teaming Agreement CNI and WESI plan to
jointly cooperate to bid on and make proposals for contracts to offer
governmental entities/agencies and private customers comprehensive energy
savings and construction solutions for government, commercial, industrial and
residential facilities.

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.

Dated: August 10, 2006 /s/ Benjamin C. Croxton
--------------------------
Benjamin C. Croxton
Chief Executive Officer
Chief Financial Officer