SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 6010
September 16, 2008

Mr. Benjamin C. Croxton
Chief Executive Officer World Energy Solutions, Inc.
3900A 31
st Street North
St. Petersburg, Florida 33714

  RE:  World Energy Solutions, Inc.
   Form 10-KSB for the year ended December 31, 2007    Form 10-QSB for the quarter ended March 31, 2008    Form 10-Q for quarter ended June 30, 2008    File No. 0-25097

Dear Mr. Croxton:
We have reviewed your letter dated September 3, 2008 and have the following
addtional comments. Where in dicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
 We look forward to working with you in these respects.  We welcome any
questions you may have about our  comments or any other aspect of our review.  Feel free
to call us at the telephone numbers lis ted at the end of  this letter.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
September 16, 2008
Page 2  Form 10-KSB for the year ended December 31, 2007

Item 8A. Controls and Procedures, page 15

1. We note your proposed revisions in respons e to prior comment 1.  We note that
you are presenting a consolidated repor t that discusses your evaluation and
conclusion relating to disclosure controls  and procedures and internal controls
over financial reporting.  Please note that “disclosure controls and procedures”
and “internal controls over financial repor ting” have different meanings in Rules
13a-15(e) and 13a-15(f) of the Exchange Act.  Further, each of your “disclosure
controls and procedures” and “internal c ontrols over financia l reporting” requires
distinct evaluations and di sclosures.  In this rega rd, your current disclosure
regarding your conclusions may be confusi ng as it appears to combine disclosure
controls and procedures and internal controls over financial reporting.  For
example, you state that your “disclosure controls and procedures and internal
controls over financial repor ting were not effective so as to timely identify,
correct and disclose information required  to be included in our Securities and
Exchange Commission (“SEC”) reports…”  Th is statement could be interpreted to
indicate that your disclosure  controls and procedures and internal controls over
financial reporting may have been effective in areas other than identifying, correcting and disclosing required informa tion.  Please revise your disclosure to
provide separate
 disclosures addressing your conclusions for each of disclosure
controls and procedures based on Item 307 of Regulation S-K and your internal
controls over financial re porting based on Item 308(T) of Regulation S-K.
 2. Further to the above, we note your disclosure that “the Company…does not expect that its disclosure controls an d procedures…will prevent all error and all
fraud.”  Further, you state that “a cont rol system, no matter how well conceived
and operated, can provide only reasonable,  not absolute, assurance that the
objectives of the control system are met.”  Please revise to state clearly, if true, that your disclosure controls and procedures are designed to  provide reasonable
assurance of achieving their ob jectives.  In the alternativ e, remove the reference to
the level of assurance of your disclosure c ontrols and procedures.  Please refer to
Section II.F.4 of Management’s Reports on Internal Contro l Over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8238, available on our website at <http://www.sec.gov/rules/final/33-8238.htm
>.  Please note this comment also
applies to your Forms 10-Q for the quarters ended March 31, 2008 and June 30,
2008.
 Note 2 – Mergers and Acquisitions, page F-3

 3. Please refer to prior comment 3. We not e from your response that you fully
anticipated that the technology you acquired would result in futu re sales and that

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
September 16, 2008
Page 3
you also anticipated undertaking further de velopment of the acquired technology.
We further note your disclosures in y our June 30, 2008 Form 10-Q that you
expect to further develop the related technol ogy.  In light of these disclosures, it is
not clear why you believe that the impaired  assets will not be held and used in
your future operations.  Pl ease tell us why you believe  your current presentation
of the impairment of the assets as  a non-operating expense complies with
paragraph 25 of SFAS 144 and Item 5-03.9 of Regulation S-X.  Please note this comment also applies to your June 10, 2008 transaction with Advanced
Alternative Energy, Inc.
  4. Further to the above, we note that you immediately impaired the intangible assets
acquired in the Hydrogen Safe Technologi es asset acquisition in September 2007.
Further, it appears that you also imme diately impaired the intangible assets
acquired in the Advanced Alternative Energy asset acquisition in June 2008.  Please clarify for us the business purpose for the acquisitions of these assets in light of your determination as indicated in your response to prior comment 3 that
the assets would not be held and used.  Tell us and revise your disclosures in
future filings to clearly disclose the specific purpose for each asset acquisition and how you believe each asset acquisition will benefit the company.
 Form 10-QSB for the quarter ended March 31, 2008

 5. We note your response to prior comment 7.  In light of the fact that you plan to
amend the Form 10-QSB for the quarter ended March 31, 2008 to correct the certifications, please file your abbrevia ted amendment on Form 10-Q/A rather
than Form 10-QSB/A.
 6. We note your response to prior comment 6 and the proposed revised disclosures
to be included in your Form 10-Q/A.  Specifically, we note that your draft
disclosures refer to an evaluation of your internal controls ove r financial reporting
as of March 31, 2008.  While disclosu res regarding your evaluation and
conclusions regarding your disclosure c ontrols and procedures are required in
each annual and quarterly
 report filed with the SEC, management’s report on
internal controls over financial reporting is only requi red to be included in annual
reports that you file under the Exchange Act.  If you performed an evaluation of
your internal controls over financial repor ting as of the interim period and elect to
continue to present management’s conclusi ons on internal controls over financial
reporting as of the interim period, pleas e revise to separately present the
disclosures required by Item 307 of Regul ation S-K and the disclosures under
Item 308 of Regulation S-K.  Alternatively, revise the disclosures to only present
the disclosures required by Item 307 of  Regulation S-K.  Please note this
comment also applies to your Form 10-Q for the quarter ended June 30, 2008.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
September 16, 2008
Page 4  Form 10-Q for quarter ended June 30, 2008

Note 4.  Stock transactions and agreements, page 9

7. We note that you issued 100,000 shares of Series B Convertible Preferred Stock
to UTEK Corporation in connection with your acquisition of Advanced
Alternative Energy in June 2008.  Please te ll us and revise future filings to
disclose the significant terms of your Series B Convertible Preferred Stock,
including voting rights, divi dend rights and liquidation preferences.  Refer to
paragraph 4 of SFAS 129.

8. Please revise future filings to provide the disclosures required by paragraphs 40 and 41 of SFAS 128.  Please note  that this disclosure s hould include disclosure of
the number of securities that could potent ially dilute basic EPS in the future but
were specifically excluded because to do so would have been antidilutive (i.e., the
common shares that could be issued upon conversion of the preferred stock).
 Note 9.  Recent Accounting Pronouncements, page 13

 9. We note your disclosures here relating to SFAS 157, SFAS 159 and EITF 07-3.
Specifically, you state that “[you] do not expe ct the adoption of [the standard] to
materially impact [your] financial stat ements” (SFAS 157 and EITF 07-3) and
“[you] are currently assessing the possibl e impact of the adoption of this
statement, but [you do] not anticipate it to materially impact the financial
statements” (SFAS 159).  Since each of th ese standards was effective for you as
of January 1, 2008, please tell us and revise  the financial statements in future
filings to update these disclosures.  To  the extent the adoption had a material
impact, revise your accoun ting policy disclosures to disclose the new accounting
policy.  In addition, clarify if you have chosen to apply SFAS 159 to financial
instruments or certain other items at fair  value that were no t previously required
to be measured at fair value.
 10. Further to the above, please revise future  filings to disclose the impact that
recently issued accounting standards will ha ve on your financial statements when
adopted in a future period.  Refer to SAB Topic 11:M.
 Item 4T.  Controls and Procedures, page 17

 11. We note that your assessment of your disclosu re controls and procedures refers to
management’s assessment as of December 31, 2007.  Please revise this section to
provide management’s assessment of di sclosure controls and procedures as of the
end of the period covered by the report .  Refer to Item 307 of Regulation S-K.

Mr. Benjamin C. Croxton
World Energy Solutions, Inc.
September 16, 2008 Page 5
As appropriate, please amend your documents, and respond to these comments
within 10 calendar days.  Please furnish a c over letter that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.
You may contact Eric Atallah, Staff Accountant at (202) 551-3663 or me at (202)
551-3643 regarding comments on the financial stat ements and related matters.  In this
regard, do not hesitate to contact Martin Ja mes, Senior Assistant Chief Accountant, at
(202) 551-3671 with any other questions.

        S i n c e r e l y ,

          Kevin L. Vaughn
Accounting Branch Chief