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 September 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 November 10, 2006, was 28,322,376.

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

                               SEPTEMBER 30, 2006


<PAGE>


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

                                     ASSETS

Current assets
 Cash                                                            $     18,754
 Accounts receivable                                                   77,045
 Inventory                                                             87,339
 Prepaid expenses and other current assets                            186,092
                                                                 ------------
     Total current assets                                             369,230
                                                                 ------------
Property and equipment, net                                            75,152
                                                                 ------------
Other assets
  Deposits                                                              3,850
                                                                 ------------
Total Assets                                                     $    448,232
                                                                 ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
 Accounts payable and accrued expenses                           $     34,290
 Accrued expenses                                                       8,437
 Advance payments from dealers and customers                           15,679
 Loans from related parties                                             6,327
                                                                 ------------
     Total current liabilities                                         64,733
                                                                 ------------

Commitments and contingencies

Stockholders' equity
 Common stock; $.0001 par value; 100,000,000 shares
  authorized and unissued                                                   -
 Common stock; $.0001 par value; 100,000,000 shares
  authorized; 28,234,876 shares issued and outstanding                  2,822
 Paid-in capital                                                    6,709,356
 Accumulated deficit                                               (6,328,679)
                                                                 ------------
     Total stockholders' equity                                       383,499
                                                                 ------------
Total Liabilities and Stockholders' Equity                       $    448,232
                                                                 ============


                     The accompanying notes are an integral
                           part of these statements.

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

                                Three Months Ended        Nine Months Ended
                                   September 30,             September 30,
                             ------------------------  ------------------------
                                 2006         2005         2006         2005
                             -----------  -----------  -----------  -----------
Net sales                    $   162,501  $   148,603  $   429,832  $   372,283
                             -----------  -----------  -----------  -----------
Cost of goods sold                66,367       75,948      201,829      210,728
                             -----------  -----------  -----------  -----------
      Gross profit                96,134       72,655      228,003      161,555

General and administrative
 expenses                       (388,264)     478,020    4,697,566      980,666
                             -----------  -----------  -----------  -----------
      Earnings (loss) from
       operations                484,398     (405,365)  (4,469,563)    (819,111)
                             -----------  -----------  -----------  -----------
Other income (expense)
 Gain on disposal of property
  and equipment                        -            -            -       47,457
 Interest expense                      -         (368)      (6,278)     (15,932)
 Research and development        (48,262)     (39,451)    (154,473)    (131,826)
                             -----------  -----------  -----------  -----------
      Total other income
       (expense)                 (48,262)     (39,819)    (160,751)    (100,301)
                             -----------  -----------  -----------  -----------
      Earnings (loss) before
       provision for income
       taxes                     436,136     (445,184)  (4,630,314)    (919,412)

Provision for income taxes             -            -            -            -
                             -----------  -----------  -----------  -----------
Net loss                     $   436,136  $  (445,184) $(4,630,314) $  (919,412)
                             ===========  ===========  ===========  ===========
Income (loss) per common
 share                       $      0.01  $     (0.04) $     (0.15) $     (0.05)
                             ===========  ===========  ===========  ===========
Weighted average common
 shares outstanding           34,334,403   12,029,879   31,241,666   16,724,440
                             ===========  ===========  ===========  ===========

                     The accompanying notes are an integral
                           part of these statements.

<PAGE>
                          WORLD ENERGY SOLUTIONS, INC.
                (FORMERLY ADVANCED 3D ULTRASOUND SERVICES, INC.)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                         Nine Months Ended
                                                           September 30,
                                                     -------------------------
                                                         2006          2005
                                                     ------------  ------------
Cash flows from operating activities
 Net loss                                            $ (4,630,314) $   (919,413)
                                                     ------------  ------------
 Adjustments to reconcile net loss to net cash
  used in operating activities:
   Depreciation                                            12,283        10,764
   Gain on disposal of property and equipment                   -       (47,457)
   Stock issued for services                            3,937,500             -
  (Increase) decrease in:
    Accounts receivable                                   (27,260)       (8,436)
    Inventory                                              24,479        26,242
    Prepaid expenses and other current assets             (82,706)          121
   Increase (decrease) in:,
    Accounts payable                                        5,462       (35,732)
    Accrued expenses                                       (5,224)       (3,024)
    Advance payments from dealers and customers            (3,378)       (4,790)
                                                     ------------  ------------
      Total adjustments                                 3,861,156       (62,312)
                                                     ------------  ------------
     Net cash used in operating activities               (769,158)     (981,725)

Cash flows from investing activities
 Purchase of equipment                                    (17,300)         (901)
 Proceeds from sale of property and equipment                   -       324,404
                                                     ------------  ------------
     Net cash provided by (used in) investing
      activities                                          (17,300)      323,503
                                                     ------------  ------------
Cash flows from financing activities
 Proceeds from issuance of common stock                   794,800       858,121
 Proceeds from loans payable to related parties                 -        30,000
 Repayment of loans payable to related parties           (161,097)     (238,280)
 Proceeds from long-term debt                                   -        15,000
 Payments for common stock redeemed                             -        (8,563)
 Repayment of long-term debt                              (68,685)      (56,718)
                                                     ------------  ------------
     Net cash provided by financing activities            565,018       599,560
                                                     ------------  ------------
Net increase (decrease) in cash                          (221,440)      (58,662)

Cash, beginning of period                                 240,194       101,961
                                                     ------------  ------------
Cash, end of period                                  $     18,754  $     43,299
                                                     ============  ============


                     The accompanying notes are an integral
                           part of these statements.
<PAGE>

                          WORLD ENERGY SOLUTIONS, INC.
                (FORMERLY ADVANCED 3D ULTRASOUND SERVICES, INC.)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (Continued)

                                                          Nine Months Ended
                                                            September 30,
                                                     --------------------------
                                                         2006          2005
                                                     ------------  ------------
Supplemental disclosures of non-cash investing and
 financing activities:
  Common stock issued for services                   $  3,937,500  $          -
  Long-term debt repaid with proceeds from sale of
   property and equipment                            $          -  $    210,000

Cash flow information:
  Cash paid in interest                              $      8,381  $     11,793
  Cash paid for income taxes                                    -  $          -



                     The accompanying notes are an integral
                           part of these statements.


<PAGE>


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

The  information  presented  herein  as of  September  30,  2006,  and  for  the
three-months and nine months ended September 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  acquirer,  while WESI was the  accounting
acquirer.

On November 7, 2005, Advanced 3D Ultrasound  Services,  Inc. changed its name to
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 acquirer,  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 From 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 nine-month periods ended September 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
non-compete  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


<PAGE>


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

(3)  Stock Transactions:  (Continued)

shares of common  stock.  The stock was  valued at $1.50 per share  based on the
recent trading price for the 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.  During the third quarter of 2006 the Company
made one monthly payment with the issuance of 34,772 shares of restricted common
stock.  The value of these shares  ($50,000) has been expensed  during the third
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  was  to  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 was capitalized as prepaid expenses and
was being recognized as consulting  expenses over the life of the agreement.  On
September 28, 2006 the Company terminated the consulting agreement and cancelled
the 6,309,000 shares that were previously  issued due to  nonperformance  of the
agreement as contemplated by the parties.

(4)  Subsequent Events:

On October 11,  2006,  the  Company  acquired  Pure Air  Technologies,  Inc.,  a
subsidiary  of UTEK  Corporation  in a tax-free  stock-for-stock  exchange.  The
Company  issued 100,000  shares of its Series A convertible  preferred  stock to
UTEK  Corporation in exchange for 100% of the issued and  outstanding  shares of
Pure Air Technologies, Inc. (PATI), assignment of the technology license and the
sponsored research agreement and $300,000 cash.

After one year from the date of issuance of the preferred stock, the Company and
UTEK agree that the preferred stock is convertible  into shares of the Company's
restricted common stock at the election of UTEK. The Company and UTEK also agree
that the  preferred  stock is  convertible  into the  number  of  shares  of the
Company's  restricted common stock having a value of $4,050,000 at a share price
of no less than ten cents per share. Additionally the preferred stock shall bear
interest  at 5% per  annum,  based on the  $4,050,000  agreed  value of the PATI
technology.

PATI holds a  worldwide  exclusive  license  for a  technology  designed to help
eliminate organic chemicals and microorganisms from indoor environments.

The Company extended a consulting  contract with a company for the twelve months
ending  September  2007.  The Company will issue  82,759  shares of common stock
valued at $120,000 for  consulting  services.  The shares will vest ratably over
the 12-month period.

<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  acquirer but PTS being the
accounting  acquirer.  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  acquirer but WESI being the accounting  acquirer.  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.

The  Company  also plans to acquire new  technologies  that  complement  its new
business model such as the acquisition of Pure Air Technologies,  Inc. discussed
below.

Liquidity and Capital Resources

Our cash decreased to approximately $18,754 as of September 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  long term debt and the  funding  of  operating
activities. Proceeds from the issuance of common stock have funded the cash used
for operating activities and the repayment of the loans.

<PAGE>

The cash used in operations in 2006 was less than the cash used in operations in
2005 by  approximately  $212,000.  Although  gross profit from sales  increased,
general and administrative  expenses increased  approximately  $3,717,000.  This
increase is attributable  to increased  salaries and consulting  fees.  However,
approximately $3,937,000 of salaries, consulting fees and advertising costs were
funded  through the issuance of common stock during the first three  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
non-compete  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.
During the third quarter the Company made one monthly  payment with the issuance
of 34,772  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  agreed to 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. On September 28, 2006 the
Company  terminated the consulting  agreement and cancelled the 6,309,000 shares
that  were  previously   issued  due  to  nonperformance  of  the  agreement  as
contemplated by the parties.

<PAGE>

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.

In October 2006, the Company acquired all of the outstanding  shares of Pure Air
Technologies,  Inc. (PATI) from UTEK  Corporation,  a consultant of the Company.
Previously PATI licensed certain technology from the University of Florida. PATI
agreed to pay future  patent costs related to the  technology  and to pay future
royalties based on sales of products  incorporating  the  technology.  PATI also
entered into a sponsored  research  agreement  with the  University  through the
payment of $231,000.  The Company issued UTEK 100,000 of its preferred  stock in
exchange for all of the outstanding shares of PATI, assignment of the technology
license and the  sponsored  research  agreement and $300,000  cash.  The Company
believes any future costs related to the PATI  technology  can be funded through
operations.

After one year from the date of issuance of the Preferred Stock, the Company and
UTEK agree that the Preferred Stock is convertible  into shares of the Company's
restricted common stock at the election of UTEK. The Company and UTEK also agree
that the  Preferred  stock is  convertible  into the  number  of  shares  of the
Company's  restricted  common stock having a value of  $4,050,000.00  at a share
price of no less than $0.10 per share.  The Preferred  Stock shall bear interest
at the rate of five percent (5%) per annum,  compounded quarterly,  based on the
$4,050,000.00 agreed value of the PATI technology.

Pure  Air  Technologies,   Inc.  holds  a  worldwide  exclusive  license  for  a
technology,  developed by researchers  at the University of Florida  designed to
help  eliminate  hazardous  organic  chemicals  and  microorganisms  from indoor
environments.  The  technology  generates  ozone  within a  building's  heating,
ventilating and air  conditioning  system,  eliminating  organic  pollutants and
microorganisms, and then converts the ozone to O2 and water vapor.

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.

<PAGE>

2006 Compared to 2005

Total product  sales for 2006 were  $430,000  compared to 2005 sales of $372,000
for the nine months ended September 30. Total product sales for the three months
ended  September 30, 2006 were  $162,500  compared to 2005 sales of $149,000 for
the same period. Sales have remained consistent.

Gross profit on sales increased from 43% in 2005 to 53% in 2006. The increase in
sales noted above has been achieved without an increase in personnel or space.

Our general and administrative expenses increased to approximately $4,700,000 in
2006 from $981,000 in 2005. The Company incurred consulting fees and advertising
costs  of  approximately  $2,111,000  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.

Sale of Common Stock

Date         Name                  Total Dollar    Price per    Total Number
                                      Amount         Share       of Shares
---------    ------------------    ------------    ---------    ------------
10/6/06      UTEK CORPORATION      $  35,000.00    $    0.40          87,500


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

Sale of Preferred Stock

On October 11, 2006, World Energy Solutions,  Inc. (the "Company") acquired Pure
Air  Technologies,  Inc.  ("PATI"),  a subsidiary  of UTEK  Corporation  (AMEX &
LSE-AIM: UTK), in a tax-free stock-for-stock exchange. Pursuant to the Agreement
and Plan of

<PAGE>


Acquisition (the "Agreement"), the Company issued 100,000 shares of its Series A
Convertible  Preferred  Stock to UTEK  Corporation  in exchange  for 100% of the
issued and outstanding shares of Pure Air Technologies,  Inc., assignment of the
technology  license and the sponsored  research agreement and $300,000 cash. The
Preferred  Stock  issued in the exchange  was sold  pursuant to the  transaction
exemption in Section 4(2) of the  Securities  Act of 1933, is restricted and may
only be resold pursuant to the requirements of the Securities Act of 1933.

After one year from the date of issuance of the Preferred Stock, the Company and
UTEK agree that the Preferred Stock is convertible  into shares of the Company's
restricted common stock at the election of UTEK. The Company and UTEK also agree
that the  Preferred  stock is  convertible  into the  number  of  shares  of the
Company's  restricted  common stock having a value of  $4,050,000.00  at a share
price of no less than $0.10 per share.  The Preferred  Stock shall bear interest
at the rate of five percent (5%) per annum,  compounded quarterly,  based on the
$4,050,000.00 agreed value of the PATI technology.

<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

Item 6.  Exhibits.

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

(a) Financial Statements                                        Filed Herewith

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

    (2)   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)    Articles of incorporation and by-laws

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

             (ii)  By-Laws filed February 2, 1999.                 See Note 2
                                                                     (below)

             (iii)  Amendment to initial Articles of               See Note 3
                    Incorporation (Name Change, Authorized           (below)
                    Shares, & Issuance of Shares).


    (4)    Instruments  defining  the rights of security
             holders,  including indentures

             (4.1)  Specimen Share Certificate for Class A
                     Convertible Preferred Stock.               Filed Herewith

<PAGE>

   (10)    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)

            (10.12) Agreement and Plan of Acquisition with UTEK
                    Corporation, a Delaware corporation, and
                    Pure Air Technologies, Inc. dated October      See Note 10
                    11, 2006.                                        (below)

   (11)    Statement re: Computation of Per Share Earnings           Note 2
                                                                  to Financial
                                                                   Statements

   (15)    Letter on unaudited interim financial information           None


   (18)    Letter on change in accounting principles                   None

   (19)    Reports furnished to security holders                       None

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

   (22)    Published Report Regarding Matters Submitted to Vote of
             Security Holders                                          None

   (23)    Consents of Experts and Counsel                             None

   (24)    Power of Attorney                                           None

   (31)    Rule 13a-14(a)/15d-14(a) Certifications               Filed Herewith

   (32)    Section 1350 Certifications                           Filed Herewith

   (99)    Additional exhibits                                         None

  (100)    XBRL-Related Documents                                      None

<PAGE>

                                   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 10-SBA No. 1 filed with
        the Securities and Exchange Commission on February 2, 1999.

Note 3  Incorporated  by  reference  to the  Company's  Form 8-K filed with the
        Securities and Exchange Commission on November 18, 2005.

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.

Note 10 Incorporated  by  reference  to the  Company's  Form 8-K filed with the
        Securities and Exchange Commission on October 17, 2006.


                                   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 13, 2006              /s/ Benjamin C. Croxton
                                      --------------------------
                                      Benjamin C. Croxton
                                      Chief Executive Officer
                                      Chief Financial Officer