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.

                                       or

  [ ] 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

<PAGE>

Part I.  Financial Information

Item 1.  Financial Statements.

                            WORLD ENERGY SOLUTIONS, INC.

                        (FORMERLY ADVANCED 3D ULTRASOUND
                                SERVICES, INC.)

                              FINANCIAL STATEMENTS

                                  JUNE 30, 2006


<PAGE>


                          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.

<PAGE>


                          WORLD ENERGY SOLUTIONS, INC.
                (FORMERLY ADVANCED 3D ULTRASOUND SERVICES, INC.)
<TABLE>
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                        Three Months Ended           Six Months Ended
                                                             June 30,                    June 30,
                                                    --------------------------  --------------------------
                                                        2006          2005          2006          2005
                                                    ------------  ------------  ------------  ------------
<S>                                                 <C>           <C>           <C>           <C>
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
                                                    ============  ============  ============  ============
</TABLE>

                  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
                                   (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.

<PAGE>


                          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.
<PAGE>


                          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


<PAGE>


                          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.


<PAGE>
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  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  employment  agreements  contain
noncompete  agreements  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.  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.


<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 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.

(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.

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.

<PAGE>
Item 3.  Defaults Upon Senior Securities.

NONE

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

NONE

Item 5.  Other Information.

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

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

(b) Financial Statements                                          Filed Herewith

(c) Exhibits required by Item 601, Regulation S-B:

    (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.

<PAGE>

(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.

<PAGE>

     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.

     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 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.

<PAGE>
                                   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