U.S. 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 September 30, 2005.

                                       or

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

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

<PAGE>

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.
<PAGE>
                          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.

<PAGE>
                          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.
<PAGE>

                          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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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;
<PAGE>
               (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
<PAGE>
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.
<PAGE>

(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.
<PAGE>
                                   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