SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 3030
December 19, 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-Q for the quarter ended September 30, 2008    File No. 0-25097

Dear Mr. Croxton:
We have reviewed your letter dated October 21, 2008 and have the following
additional 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.    Form 10-Q for the quarter ended September 30, 2008

Item 4. Controls and Procedures, page 22
1. 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.
December 19, 2008 Page 2  2. Additionally we note your references to your internal controls over financial
reporting.  While disclosures regarding your  evaluation and conclusions regarding
your disclosure controls and pro cedures are required in each annual and quarterly

report filed with the SEC, management’s re port on internal contro ls over financial
reporting is only required to be included in annual  reports that you file under the
Exchange Act.  If you performed an evaluation of your internal controls over
financial reporting as of the interim pe riod and elect to present management’s
evaluation as of the interim period, please revi se to separately pr esent the disclosures
required by Item 307 of Regul ation S-K and the disclosures under Item 308 of
Regulation S-K.  Alternatively, revise the di sclosures to only present the disclosures
required by Item 307 of Regulation S-K.

As appropriate, please amend your documents, and respond to these comments within
10 calendar days.  Please furnis h a cover letter that keys your  responses to our comments
and provides any requested information.  Deta iled cover letters greatly facilitate our
review.  Please understand that 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