SEC Company Response from NextPlat Corp (NXPL) (CIK 0001058307) (NXPL) — Sep 4, 2008
NextPlat Corp (NXPL) (CIK 0001058307)
Date: Sept. 4, 2008 · CIK: 0001058307 · Accession: 0001380389-08-000074
AI Filing Summary & Sentiment
Reasoning
Letter
World Energy Solutions, Inc. Form 10-KSB for the year ended December 31, 2007 Form 10-QSB for the quarter ended March 31, 2008 File No. 0- 25097
Re:
Dear Mr. Vaughn:
This letter and its attachments are being submitted in response to the Securities and Exchange Commission (“SEC” or “Commission”) staff’s comment letter of July 22, 2008 (the “Letter”) directed to World Energy Solutions, Inc. (“WES” or the “Company”) regarding the referenced periodic filings. We will respond to each of the Commission staff’s comments in the order in which they appear in the Letter.
Form 10-KSB for the year ended December 31, 2007
Item 8A. Controls and Procedures, page 15
Comment:
1.
It does not appear that your management has completed its assessment of internal control over financial reporting as of December 31, 2007. Since you were required to file or filed an annual report for the prior fiscal year, it appears you are required to report on your management’s assessment of internal control over financial reporting.
If your management has not yet completed its assessment we ask that you complete your valuation and amend your filing within 30 calendar days to provide the required management’s report on internal control over financial reporting.
3900A 31st Street North, Saint Petersburg, Florida 33714 727-525-5552 727-499-7413 Fax
Kevin L. Vaughn, Acct. Br. Chief
Re: World Energy Solutions
September 3, 2008
Page 2 of 22
Response:
Company management did previously complete its assessment of internal control over financial reporting regarding the period ended December 31, 2007. The Company’s annual report on Form 10-KSB for the period ended December 31, 2007 inadvertently omitted reference to management’s report on its assessment of internal control over financial reporting. Attached hereto as Appendix “A” is a draft of an abbreviated Form 10-KSB/A that contains the amendment of Item 8A Controls and Procedures. We are providing the proposed amendment to the SEC in draft form to ensure we are including the proper Item 8A disclosures prior to filing with the SEC via the EDGAR system. A draft of the revised Exhibit 31 is included.
Comment:
2.
As a related matter, we note your disclosure “this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934….” Please revise your disclosures to clarify that this disclosure relates only to management’s report on internal control over financial reporting. In this regard, please note that the information required by Item 307 of Regulation S-B must be filed, not furnished.
Response:
Attached hereto as Appendix “A” is a draft of an abbreviated Form 10-KSB/A that contains the amendment of Item 8A Controls and Procedures. We have addressed the staff’s comment in the proposed amendment. We are providing the proposed amendment to the SEC in draft form to ensure we are including the proper Item 8A disclosures prior to filing with the SEC via the EDGAR system.
Note 2 – Mergers and Acquisitions, page F-3
Comment:
3.
For each of the acquisitions (Pure Air Technologies, PATI and Hydrogen Safe Technologies, HSTI) tell us whether the transaction represents an acquisition of a business or an acquisition of assets. Provide us with your analysis of the factors in EITF 98-3.
Response:
The Company considered EITF 98-3, “Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business”, and had previously disclosed its analysis of PATI in footnote 2 of the December 31, 2006 10-KSB, as filed with the Securities and Exchange on April 3, 2007.
The necessary elements as discussed in EITF 98-3 were evaluated. We reviewed the inputs, processes and outputs, as described within the guidance and determined that although there were
Kevin L. Vaughn, Acct. Br. Chief
Re: World Energy Solutions
September 3, 2008
Page 3 of 22
inputs present (the intangible asset), there were no processes or outputs present. Therefore, it was concluded that an asset rather than a business was acquired.
The Company performed the same analysis of EITF 98-3, at the time of the acquisition of HSTI which resulted in the conclusion that the agreement reflected an acquisition of assets rather than a business.
Comment:
To the extent that you determined that these transactions represent acquisitions of businesses, please tell us how you have complied with Item 310(c) and 310 (d) of Regulation S-B. Provide us with your calculations of the significance of each of the acquisitions.
Response:
As noted above, after analysis of EITF 98-3 as it relates to the acquisition of PATI and HSTI, the Company concluded that the transactions represented acquisitions of assets and not businesses. Disclosure related to the analysis of PATI had been previously provided in the Company’s December 31, 2006 10-KSB. The company internally documented their analysis of EITF 98-3 for both PATI & HSTI at the time of the acquisitions.
Comment:
We note that each of these transactions were with UTEK Corporation. You state on page 7 that UTEK is a major shareholder of World Energy. Please tell us UTEK’s ownership percentage of World Energy as of the date of each of the PATI & HSTI acquisitions.
Response:
Prior to the date of the acquisition of PATI, UTEK Corporation (“UTEK”) had a total of 118,913 outstanding common shares of the Company. Subsequent to the PATI acquisition, UTEK was issued a total of 100,000 shares of Series A Preferred stock. The preferred shares were convertible after one year into a maximum total of 40,500,000 common shares and if converted as of the date of acquisition would have represented a maximum potential of approximately 59% of the total outstanding shares as of December 31, 2006. The shares were converted during October 2007 into a total of 8,437,500 common shares. On October 1, 2007, the Company issued a total of 7,500,000 common shares to UTEK for the acquisition of HSTI. As of October 16, 2007 (the date of the issuance for the conversion of the Preferred PATI shares to common) and as of the year ended December 31, 2007, UTEK had a total of 16,119,672 common shares outstanding. This amount represented approximately 36% of the total outstanding shares of the Company as of October 16, & December 31, 2007.
Comment:
Kevin L. Vaughn, Acct. Br. Chief
Re: World Energy Solutions
September 3, 2008
Page 4 of 22
Tell us why you classified the “impairment losses” relating to the intangible assets acquired in each of these transactions as non-operating expenses on your consolidated statement of operations. Tell us how your presentation complies with paragraph 15 of SFAS 142 and paragraph 25 of SFAS 144.
Response:
The impairment loss recorded as of December 31, 2007 related to the impairment of intangible assets assigned to HSTI. As a result of the Company’s analysis of EITF 98-3, it was determined that the acquisition was a purchase of assets rather than a business and therefore no goodwill was recognized on the transaction. The excess in the purchase price over the actual assets acquired was assigned to the intangible asset. The Company immediately analyzed this intangible asset for impairment and to determine a useful life and concluded that while it is fully anticipated that the technology acquired would result in sales in future periods, it currently could not be accurately assessed in what timeframe any future sales could occur. The Company also recognized that since the technology is still developmental and had not yet been introduced into the general marketplace there was no way to assure that once the technology was available for the market that there would not be barriers to entry which could include, but not be limited to, similar technology entering the market prior to the Company; other companies being able to offer the technology at a substantially reduced price; and the possibility of the Company not having sufficient funds to complete development of the technology. Through this assessment it was determined that the intangible asset value could not be supported.
Our consideration of SFAS 142, paragraph 15, was included within our assessment and analysis of the intangible asset’s fair value and the resulting impairment. We determined that the asset should immediately be tested for recoverability to assess if the carrying value was recoverable. The Company could not estimate any future cash flows based on the current available information due to the considerations explained above.
Since the intangible asset was immediately determined to be impaired, the Company considered SFAS 144, paragraph 25, which states: “An impairment loss recognized for a long lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business enterprise and in income from continuing operations in the statement of activities of a not for profit organization. If a subtotal such as “income from operations” is presented, it shall include the amount of that loss.”
The Company agrees that if a long lived intangible asset is to be held and used in operations, the impairment should be classified within income from continuing operations before income taxes. The HSTI intangible asset was never held nor used in operations of the company and hence the Company felt that classification of the impairment within income from operations before income taxes would not accurately reflect the actual nature of the transaction. The assessment of the intangible was made immediately upon acquisition. The Company believes that the classification of the impairment in non-operating expenses provides the users of the financial statements a
Kevin L. Vaughn, Acct. Br. Chief
Re: World Energy Solutions
September 3, 2008
Page 5 of 22
more accurate and timely view of the transaction as it relates to the Company’s continuing operations.
Note 8, Related Party Transactions, page F-14
Comment:
4.
We note your disclosures here regarding the note payable to a related party and office lease with a related party. Please revise future filings to clearly disclose the nature of the relationship. Refer to paragraph 2 (a) of SFAS 57.
Response:
We respectfully acknowledge the Commission staff’s comment and in our future filings will include additional disclosures related to related party transactions as per the guidance of SFAS 57, paragraph 2.
Comment:
5.
Further to the above, we note your disclosure on page 7 that UTEK is a major shareholder of World Energy. Please revise this note in future filings to provide the disclosures required by paragraph 2 of SFAS 57, or otherwise tell us why you do not believe they are required.
Response:
We respectfully acknowledge the Commission staff’s comment regarding our reference to UTEK and in our future filings will include additional disclosures regarding UTEK as per the guidance of SFAS 57, paragraph 2.
Comment:
Exhibit 31
6.
We note that the certification filed as Exhibit 31 does not include the language required by paragraph 4(b) of Item 601(b)(31) of Regulation S-B. The required certifications must be in the exact form prescribed; the wording of the required certifications may not be changed in any respect. Accordingly, please file an amendment to your Form 10-KSB that includes the entire filing together with the certifications of each of your current CEO and CFO in the form currently set forth in Item 601(b)(31) of Regulation S-B. Please note this comment also applies to your Form 10-QSB as of March 31, 2008.
Response:
Kevin L. Vaughn, Acct. Br. Chief
Re: World Energy Solutions
September 3, 2008
Page 6 of 22
We respectfully acknowledge the Commission staff’s comment and have modified Exhibit 31 to include the language required by paragraph 4(b) of Item 601(b)(31) of Regulation S-B. Pursuant to the staff’s request, we will file an abbreviated Form 10-KSB/A for the period ending December 31, 2007 and an abbreviated Form 10-QSB/A for the period ending March 31, 2008 and will include the modified Exhibits 31 with such filings. Attached for the staff’s review and consideration as Appendix “B” to this letter is a draft of the proposed abbreviated Form 10-QSB/A which contains a revised disclosure regarding internal controls over financial reporting. A revised Exhibit 31 is included in Appendix “B” attached hereto.
Form 10-QSB for the quarter ended March 31, 2008
General
Comment:
7.
We note that your most recent quarterly report for the period ending March 31, 2008 was on Form 10-QSB and not Form 10-Q. Beginning February 4, 2008, companies formally classified as “small business issuers” under Regulation S-B must file their quarterly reports on Form 10-Q after they have filed an annual report for the fiscal year ending after December 15, 2007. Although small business issuers are now required to file on form 10-Q, the disclosure requirements for that form are now tailored for smaller companies.
Although we are not asking you to correct your most recent filing just to reflect the proper form type, we ask that you review your filing requirements and consider whether any action is necessary if your most recently filed quarterly report does not contain all required material information. In any event, you should file your next quarterly report on form 10-Q.
Response:
We respectfully acknowledge the Commission staff’s comment and will file our next quarterly report on form 10-Q. We have determined that except for information relating to the staff’s comment on Item 8A, all of the required material information was included in the Form 10-QSB as filed. Pursuant to comment 6. above, we intend to file an abbreviated Form 10-QSB/A for the period ending March 31, 2008 to address the Commission staff’s comment regarding internal controls over financial reporting. We also intend to file an amended Form 10-Q/A for the period ending June 30, 2008 to address the same issue regarding internal controls over financial reporting.
Statement of Operations, page 5
Comment:
Kevin L. Vaughn, Acct. Br. Chief
Re: World Energy Solutions
September 3, 2008
Page 7 of 22
8.
We note that you classified research and development costs of $110,575 and $88,129 for the quarters ended March 31, 2008 and 2007, respectively, as non-operating expenses. Please describe the nature of these expenses and tell us why you believe they are properly classified as non-operating expenses.
Response:
We acknowledge that the classification of our research and development expenses as of March 31, 2008 and 2007 should have been reflected as operating expenses. We will revise our future filings to correctly reflect this classification and will provide disclosure as to the reclassification of the expense from the comparable prior periods.
The Company acknowledges that:
·
The Company is responsible for the adequacy and accuracy of the disclosures in the filing;
·
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
·
The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
On behalf of the Company and its management, we thank you for the opportunity to respond to the Commission staff’s comments and we are committed to working with the Commission staff to ensure compliance with federal securities laws. If you have any questions regarding our responses to the Commission staff’s comment letter, please do not hesitate to contact me.
Sincerely,
WORLD ENERGY SOLUTIONS, INC.
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CORRESP 1 filename1.htm WES Letter to SEC September 3, 2008 Mr. Kevin L. Vaughn, Accounting Branch Chief U.S. Security and Exchange Commission 100 F Street, N.E., Mail Stop 5546 Washington, DC 20549 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 File No. 0- 25097 Dear Mr. Vaughn: This letter and its attachments are being submitted in response to the Securities and Exchange Commission (“SEC” or “Commission”) staff’s comment letter of July 22, 2008 (the “Letter”) directed to World Energy Solutions, Inc. (“WES” or the “Company”) regarding the referenced periodic filings. We will respond to each of the Commission staff’s comments in the order in which they appear in the Letter. Form 10-KSB for the year ended December 31, 2007 Item 8A. Controls and Procedures, page 15 Comment: 1. It does not appear that your management has completed its assessment of internal control over financial reporting as of December 31, 2007. Since you were required to file or filed an annual report for the prior fiscal year, it appears you are required to report on your management’s assessment of internal control over financial reporting. If your management has not yet completed its assessment we ask that you complete your valuation and amend your filing within 30 calendar days to provide the required management’s report on internal control over financial reporting. 3900A 31st Street North, Saint Petersburg, Florida 33714 727-525-5552 727-499-7413 Fax Kevin L. Vaughn, Acct. Br. Chief Re: World Energy Solutions September 3, 2008 Page 2 of 22 Response: Company management did previously complete its assessment of internal control over financial reporting regarding the period ended December 31, 2007. The Company’s annual report on Form 10-KSB for the period ended December 31, 2007 inadvertently omitted reference to management’s report on its assessment of internal control over financial reporting. Attached hereto as Appendix “A” is a draft of an abbreviated Form 10-KSB/A that contains the amendment of Item 8A Controls and Procedures. We are providing the proposed amendment to the SEC in draft form to ensure we are including the proper Item 8A disclosures prior to filing with the SEC via the EDGAR system. A draft of the revised Exhibit 31 is included. Comment: 2. As a related matter, we note your disclosure “this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934….” Please revise your disclosures to clarify that this disclosure relates only to management’s report on internal control over financial reporting. In this regard, please note that the information required by Item 307 of Regulation S-B must be filed, not furnished. Response: Attached hereto as Appendix “A” is a draft of an abbreviated Form 10-KSB/A that contains the amendment of Item 8A Controls and Procedures. We have addressed the staff’s comment in the proposed amendment. We are providing the proposed amendment to the SEC in draft form to ensure we are including the proper Item 8A disclosures prior to filing with the SEC via the EDGAR system. Note 2 – Mergers and Acquisitions, page F-3 Comment: 3. For each of the acquisitions (Pure Air Technologies, PATI and Hydrogen Safe Technologies, HSTI) tell us whether the transaction represents an acquisition of a business or an acquisition of assets. Provide us with your analysis of the factors in EITF 98-3. Response: The Company considered EITF 98-3, “Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business”, and had previously disclosed its analysis of PATI in footnote 2 of the December 31, 2006 10-KSB, as filed with the Securities and Exchange on April 3, 2007. The necessary elements as discussed in EITF 98-3 were evaluated. We reviewed the inputs, processes and outputs, as described within the guidance and determined that although there were Kevin L. Vaughn, Acct. Br. Chief Re: World Energy Solutions September 3, 2008 Page 3 of 22 inputs present (the intangible asset), there were no processes or outputs present. Therefore, it was concluded that an asset rather than a business was acquired. The Company performed the same analysis of EITF 98-3, at the time of the acquisition of HSTI which resulted in the conclusion that the agreement reflected an acquisition of assets rather than a business. Comment: To the extent that you determined that these transactions represent acquisitions of businesses, please tell us how you have complied with Item 310(c) and 310 (d) of Regulation S-B. Provide us with your calculations of the significance of each of the acquisitions. Response: As noted above, after analysis of EITF 98-3 as it relates to the acquisition of PATI and HSTI, the Company concluded that the transactions represented acquisitions of assets and not businesses. Disclosure related to the analysis of PATI had been previously provided in the Company’s December 31, 2006 10-KSB. The company internally documented their analysis of EITF 98-3 for both PATI & HSTI at the time of the acquisitions. Comment: We note that each of these transactions were with UTEK Corporation. You state on page 7 that UTEK is a major shareholder of World Energy. Please tell us UTEK’s ownership percentage of World Energy as of the date of each of the PATI & HSTI acquisitions. Response: Prior to the date of the acquisition of PATI, UTEK Corporation (“UTEK”) had a total of 118,913 outstanding common shares of the Company. Subsequent to the PATI acquisition, UTEK was issued a total of 100,000 shares of Series A Preferred stock. The preferred shares were convertible after one year into a maximum total of 40,500,000 common shares and if converted as of the date of acquisition would have represented a maximum potential of approximately 59% of the total outstanding shares as of December 31, 2006. The shares were converted during October 2007 into a total of 8,437,500 common shares. On October 1, 2007, the Company issued a total of 7,500,000 common shares to UTEK for the acquisition of HSTI. As of October 16, 2007 (the date of the issuance for the conversion of the Preferred PATI shares to common) and as of the year ended December 31, 2007, UTEK had a total of 16,119,672 common shares outstanding. This amount represented approximately 36% of the total outstanding shares of the Company as of October 16, & December 31, 2007. Comment: Kevin L. Vaughn, Acct. Br. Chief Re: World Energy Solutions September 3, 2008 Page 4 of 22 Tell us why you classified the “impairment losses” relating to the intangible assets acquired in each of these transactions as non-operating expenses on your consolidated statement of operations. Tell us how your presentation complies with paragraph 15 of SFAS 142 and paragraph 25 of SFAS 144. Response: The impairment loss recorded as of December 31, 2007 related to the impairment of intangible assets assigned to HSTI. As a result of the Company’s analysis of EITF 98-3, it was determined that the acquisition was a purchase of assets rather than a business and therefore no goodwill was recognized on the transaction. The excess in the purchase price over the actual assets acquired was assigned to the intangible asset. The Company immediately analyzed this intangible asset for impairment and to determine a useful life and concluded that while it is fully anticipated that the technology acquired would result in sales in future periods, it currently could not be accurately assessed in what timeframe any future sales could occur. The Company also recognized that since the technology is still developmental and had not yet been introduced into the general marketplace there was no way to assure that once the technology was available for the market that there would not be barriers to entry which could include, but not be limited to, similar technology entering the market prior to the Company; other companies being able to offer the technology at a substantially reduced price; and the possibility of the Company not having sufficient funds to complete development of the technology. Through this assessment it was determined that the intangible asset value could not be supported. Our consideration of SFAS 142, paragraph 15, was included within our assessment and analysis of the intangible asset’s fair value and the resulting impairment. We determined that the asset should immediately be tested for recoverability to assess if the carrying value was recoverable. The Company could not estimate any future cash flows based on the current available information due to the considerations explained above. Since the intangible asset was immediately determined to be impaired, the Company considered SFAS 144, paragraph 25, which states: “An impairment loss recognized for a long lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business enterprise and in income from continuing operations in the statement of activities of a not for profit organization. If a subtotal such as “income from operations” is presented, it shall include the amount of that loss.” The Company agrees that if a long lived intangible asset is to be held and used in operations, the impairment should be classified within income from continuing operations before income taxes. The HSTI intangible asset was never held nor used in operations of the company and hence the Company felt that classification of the impairment within income from operations before income taxes would not accurately reflect the actual nature of the transaction. The assessment of the intangible was made immediately upon acquisition. The Company believes that the classification of the impairment in non-operating expenses provides the users of the financial statements a Kevin L. Vaughn, Acct. Br. Chief Re: World Energy Solutions September 3, 2008 Page 5 of 22 more accurate and timely view of the transaction as it relates to the Company’s continuing operations. Note 8, Related Party Transactions, page F-14 Comment: 4. We note your disclosures here regarding the note payable to a related party and office lease with a related party. Please revise future filings to clearly disclose the nature of the relationship. Refer to paragraph 2 (a) of SFAS 57. Response: We respectfully acknowledge the Commission staff’s comment and in our future filings will include additional disclosures related to related party transactions as per the guidance of SFAS 57, paragraph 2. Comment: 5. Further to the above, we note your disclosure on page 7 that UTEK is a major shareholder of World Energy. Please revise this note in future filings to provide the disclosures required by paragraph 2 of SFAS 57, or otherwise tell us why you do not believe they are required. Response: We respectfully acknowledge the Commission staff’s comment regarding our reference to UTEK and in our future filings will include additional disclosures regarding UTEK as per the guidance of SFAS 57, paragraph 2. Comment: Exhibit 31 6. We note that the certification filed as Exhibit 31 does not include the language required by paragraph 4(b) of Item 601(b)(31) of Regulation S-B. The required certifications must be in the exact form prescribed; the wording of the required certifications may not be changed in any respect. Accordingly, please file an amendment to your Form 10-KSB that includes the entire filing together with the certifications of each of your current CEO and CFO in the form currently set forth in Item 601(b)(31) of Regulation S-B. Please note this comment also applies to your Form 10-QSB as of March 31, 2008. Response: Kevin L. Vaughn, Acct. Br. Chief Re: World Energy Solutions September 3, 2008 Page 6 of 22 We respectfully acknowledge the Commission staff’s comment and have modified Exhibit 31 to include the language required by paragraph 4(b) of Item 601(b)(31) of Regulation S-B. Pursuant to the staff’s request, we will file an abbreviated Form 10-KSB/A for the period ending December 31, 2007 and an abbreviated Form 10-QSB/A for the period ending March 31, 2008 and will include the modified Exhibits 31 with such filings. Attached for the staff’s review and consideration as Appendix “B” to this letter is a draft of the proposed abbreviated Form 10-QSB/A which contains a revised disclosure regarding internal controls over financial reporting. A revised Exhibit 31 is included in Appendix “B” attached hereto. Form 10-QSB for the quarter ended March 31, 2008 General Comment: 7. We note that your most recent quarterly report for the period ending March 31, 2008 was on Form 10-QSB and not Form 10-Q. Beginning February 4, 2008, companies formally classified as “small business issuers” under Regulation S-B must file their quarterly reports on Form 10-Q after they have filed an annual report for the fiscal year ending after December 15, 2007. Although small business issuers are now required to file on form 10-Q, the disclosure requirements for that form are now tailored for smaller companies. Although we are not asking you to correct your most recent filing just to reflect the proper form type, we ask that you review your filing requirements and consider whether any action is necessary if your most recently filed quarterly report does not contain all required material information. In any event, you should file your next quarterly report on form 10-Q. Response: We respectfully acknowledge the Commission staff’s comment and will file our next quarterly report on form 10-Q. We have determined that except for information relating to the staff’s comment on Item 8A, all of the required material information was included in the Form 10-QSB as filed. Pursuant to comment 6. above, we intend to file an abbreviated Form 10-QSB/A for the period ending March 31, 2008 to address the Commission staff’s comment regarding internal controls over financial reporting. We also intend to file an amended Form 10-Q/A for the period ending June 30, 2008 to address the same issue regarding internal controls over financial reporting. Statement of Operations, page 5 Comment: Kevin L. Vaughn, Acct. Br. Chief Re: World Energy Solutions September 3, 2008 Page 7 of 22 8. We note that you classified research and development costs of $110,575 and $88,129 for the quarters ended March 31, 2008 and 2007, respectively, as non-operating expenses. Please describe the nature of these expenses and tell us why you believe they are properly classified as non-operating expenses. Response: We acknowledge that the classification of our research and development expenses as of March 31, 2008 and 2007 should have been reflected as operating expenses. We will revise our future filings to correctly reflect this classification and will provide disclosure as to the reclassification of the expense from the comparable prior periods. The Company acknowledges that: · The Company is responsible for the adequacy and accuracy of the disclosures in the filing; · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and · The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. On behalf of the Company and its management, we thank you for the opportunity to respond to the Commission staff’s comments and we are committed to working with the Commission staff to ensure compliance with federal securities laws. If you have any questions regarding our responses to the Commission staff’s comment letter, please do not hesitate to contact me. Sincerely, WORLD ENERGY SOLUTIONS, INC. /s/: Benjamin C. Croxton B