World Energy Solutions (XWES) 8-K/A Completion of Acquisition or Disposition of Assets

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.

Pro Forma Combined Balance Sheet

June 30, 2011

(Unaudited)

	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

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World Energy Solutions, Inc.

Pro Forma Combined Statement of Operations

For the year ended December 31, 2010

(Unaudited)

	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	)

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World Energy Solutions, Inc.

Pro Forma Combined Statement of Operations

For the six months ended June 30, 2011

(Unaudited)

	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

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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.

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