EXHIBIT 99.3

Unaudited Pro Forma Combined Financial Information

The following unaudited pro forma combined statements of operations of World Energy Solutions, Inc. (the “Company” or “World Energy”) for the six-months ended June 30, 2011 and for the year ended December 31, 2010, gives effect to the acquisition of certain contracts and the assumption of certain liabilities of the Co-eXprise energy procurement business as if the transaction had occurred on January 1, 2010. The unaudited pro forma combined balance sheet at June 30, 2011 gives effect to the acquisition of the Co-eXprise energy procurement business as if the transaction had occurred on June 30, 2011.

The accompanying unaudited pro forma combined financial information reflects World Energy’s acquisition of certain contracts and assumption of certain liabilities pursuant to a Contract Purchase Agreement between the Company and Co-eXprise dated September 13, 2011. In accordance with Accounting Standards Codification (“ASC”) No. 805 “Business Combinations”, and ASC No. 350 “Intangibles — Goodwill and Other”, the Company used the purchase method of accounting for a business combination to account for the acquisition as well as the related accounting and reporting regulations for goodwill and other intangibles. Under the purchase method of accounting, the total purchase price is allocated to the net assets and liabilities acquired based upon estimates of the fair value of those assets and liabilities. Any excess purchase price is allocated to goodwill. The preliminary allocation of the purchase price was based upon estimates of the fair value of the acquired assets and liabilities in accordance with ASC No. 350.

The following unaudited pro forma combined financial statements of the Company have been prepared by management in accordance with generally accepted accounting principles in the United States and do not reflect any operating efficiencies and cost savings that World Energy believes are achievable.

The unaudited pro forma combined financial information is presented for illustrative purpose only and is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated at the beginning of the periods presented, nor is it necessarily indicative of future operating results. The pro forma adjustments are based upon available information and upon certain assumptions described in the notes to the unaudited pro forma combined financial statements that World Energy’s management believes are reasonable in the circumstances. The accompanying pro forma financial combined information should be read in conjunction with the historical consolidated financial statements and accompanying notes thereto of World Energy included in its Annual Report on Form 10-K for the year ended December 31, 2010 and the Co-eXprise energy procurement business financial statements included elsewhere herein.

World Energy Solutions, Inc.

		World Energy								Pro Forma
		Solutions				Co-eXprise				Adjustments				Note				Pro Forma
Assets
Current assets
Cash and cash equivalents		$	9,216,653			$	—			$	(4,000,000	)			A			$	5,216,653
Trade accounts receivable, net			3,036,964				476,618				(47,661	)			A				3,465,921
Prepaid expenses and other current assets			339,052				502,312				(502,312	)			A				339,052
Total current assets			12,592,669				978,930				(4,549,963	)							9,021,626
Property and equipment, net			228,130				—				—								228,130
Convertible note receivable			650,000				—				—								650,000
Intangible assets, net			3,244,884				—				1,760,000				A				5,004,884
Goodwill			3,178,701				—				1,822,918				A				5,001,619
Other assets			184,965				—				—								184,965
Total assets		$	20,079,349			$	978,930			$	(967,055	)						$	20,091,224
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable		$	293,647			$	—			$	—							$	293,647
Accrued commissions			886,193				11,875				—								898,068
Accrued compensation			1,189,387				—				—								1,189,387
Accrued expenses			190,826				3,198				(3,198	)			A				190,826
Deferred revenue and customer advances			160,314				18,151				(18,151	)			A				160,314
Capital lease obligations			8,313				—				—								8,313
Total current liabilities			2,728,680				33,224				(21,349	)							2,740,555
Deferred Revenue			—				15,329				(15,329	)			A				—
Stockholders’ equity:
Preferred stock			—				—				—								—
Common stock			1,076				—				—								1,076
Additional paid-in capital			39,208,058				—				—								39,208,058
Accumulated deficit			(21,639,638	)			930,377				(930,377	)			A				(21,639,638	)
Treasury stock			(218,827	)			—				—								(218,827	)
Total stockholders’ equity			17,350,669				930,377				—								17,350,669
Total liabilities and stockholders’ equity		$	20,079,349			$	978,930			$	(967,055	)						$	20,091,224

World Energy Solutions, Inc.

		World Energy								Pro Forma
		Solutions				Co-eXprise				Adjustments				Note				Pro Forma
Revenue		$	17,984,662			$	2,131,228			$	—							$	20,115,890
Cost of revenue			3,715,869				211,766				—								3,927,635
Gross profit			14,268,793				1,919,462				—								16,188,255
Sales and marketing			9,483,350				524,262				486,857				B				10,494,469
General and administrative			4,893,212				982,381				34,000				B				5,909,593
Total operating expenses			14,376,562				1,506,643				520,857								16,404,062
Operating income (loss)			(107,769	)			412,819				(520,857	)							(215,807	)
Other income (expense), net			8,682				(9,677	)			(220,000	)			C				(220,995	)
Income (loss) before income taxes			(99,087	)			403,142				(740,857	)							(436,802	)
Income tax expense			—				9,590				—								9,590
Net income (loss)		$	(99,087	)		$	393,552			$	(740,857	)						$	(446,392	)

World Energy Solutions, Inc.

		World Energy								Pro Forma
		Solutions				Co-eXprise				Adjustments				Note				Pro Forma
Revenue		$	9,555,070			$	1,109,713			$	—							$	10,664,783
Cost of revenue			1,936,513				37,095				—								1,973,608
Gross profit			7,618,557				1,072,618				—								8,691,175
Sales and marketing			4,873,050				75,788				243,429				B				5,192,267
General and administrative			2,317,070				187,041				17,000				B				2,521,111
Total operating expenses			7,190,120				262,829				260,429								7,713,378
Operating income (loss)			428,437				809,789				(260,429	)							977,797
Other income (expense), net			27,463				(3,943	)			(70,611	)			C				(47,091	)
Income (loss) before income taxes			455,900				805,846				(331,040	)							930,706
Income tax expense			14,500				4,468				—								18,968
Net income (loss)		$	441,400			$	801,378			$	(331,040	)						$	911,738

World Energy Solutions, Inc.
Notes to Pro Forma Combined Financial Statements
As of June 30, 2011, and For the Six months Ended June 30, 2011
and the Year Ended December 31, 2010

Note A:		Reflects excluded assets and retained liabilities of the Co-eXprise energy procurement business, elimination of the historical equity accounts and allocation or the allocation of total purchase price as follows:

Unbilled receivables		$	428,957
Liabilities acquired			(11,875	)
Intangibles			1,760,000
Goodwill			1,822,918
Total purchase price		$	4,000,000

Note B:		Reflects the pro forma adjustments to amortization of intangible assets as if the acquisition had occurred on January 1, 2010 using lives from two and one half to seven years.

Note C:		Reflects foregone interest income and interest expense on borrowed amounts to fund the purchase of Co-eXprise effective January 1, 2010.