UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 FORM 8-K/A

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: October 9, 2006

WORLD ENERGY SOLUTIONS, INC.

(Exact Name of Small Business Issuer in Its Charter)

Florida	0-25097	65-0783722
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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 the appropriate box below if the Form 8-K filing is intended to

simultaneously satisfy the filing obligation of the registrant under any of the

following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act

     (17 CFR 230.425)

[ ] Soliciting material pursuant to rule 14a-12 under the Exchange Act

     (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the

     Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the

     Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.02 Termination of a Material Definitive Agreement.

On September 28, 2006, World Energy Solutions, Inc. (the “Company”) cancelled 6,309,000 shares of its unregistered, restricted common stock (the “Shares”) that was previously issued to Gray Capital Partners, Inc. (“Gray Capital”), a private investment banking group based in Atlanta, Georgia.  The Shares had been issued to Gray Capital in connection with a contract for the performance of future consulting services.  The Company’s Board of Directors determined that consulting services were not performed as contemplated by the parties and thus, cancellation of the shares was appropriate along with termination of the consulting agreement.  The consulting agreement does not provide for early termination penalties. At a meeting of the Board of Directors held on October, 6, 2006, with all directors in attendance, the Board of Directors ratified and re-confirmed the termination of the consulting agreement and cancellation of the Shares

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.

                                                (Registrant)

Dated: October 9, 2006

                                                By: /s/ Benjamin C. Croxton

                                                                                             

Benjamin C. Croxton                                                

Chief Executive Officer

                                                Chief Financial Officer