UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 9, 2008

WILLDAN GROUP, INC.

(Exact name of registrant as specified in its charter)

2401 East Katella Avenue, Suite 300, Anaheim, California 92806

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 424-9144

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

The purpose of this Report is to amend the Current Report on Form 8-K of Willdan Group, Inc. (“Willdan”) filed with the United States Securities and Exchange Commission on June 9, 2008 related to the acquisition of Intergy Corporation (“Intergy”) pursuant to the terms of a stock purchase agreement, dated as of June 9, 2008, by and among Willdan, Intergy, Mr. Ashish Goel and Mr. Alok (Jay) Bhalla.  This Form 8-K/A amends the Form 8-K filed on June 9, 2008 by amending and restating Item 9.01 to include the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.

Item 9.01               Financial Statements and Exhibits

(a)          Financial Statements of Business Acquired

(1)  Audited financial statements of Intergy, including Intergy’s consolidated balance sheets as of December 31, 2007 and 2006 and the related consolidated statements of income, retained earnings and cash flows for the years ended December 31, 2007 and 2006, are being filed as Exhibit 99.2 to this Form 8-K/A and are incorporated herein by reference.

(2)  Unaudited financial statements of Intergy, including the consolidated statements of income and cash flows for the three months ended March 31, 2008 and 2007, are being filed as Exhibit 99.3 to this Form 8-K/A and are incorporated herein by reference.

(b)          Pro Forma Financial Information

Unaudited pro forma condensed consolidating statements of operations for Willdan for the six months ended June 27, 2008 and for the year ended December 28, 2007, giving effect to the acquisition of Intergy, and the notes thereto, are being filed as Exhibit 99.4 to this Form 8-K/A and are incorporated herein by reference.

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(d)          Exhibits

*Previously filed on Willdan’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2008.

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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.

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EXHIBIT INDEX

*Previously filed on Willdan’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2008

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Exhibit 23.1

certified public accountant

2350 Mission College Blvd., Suite #1160, Santa Clara, CA 95054
Phone: 408-988-2900 | Fax: 408-988-2907 | naresh@taxguru.com

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-139127 and 333-152951) of Willdan Group, Inc. of our report dated April 30, 2008 relating to the consolidated financial statements of Intergy Corporation.

Nareshkumar H. Arora, Certified Public Accountant

Santa Clara, California

August 20, 2008

Exhibit 99.2

certified public accountant

2350 Mission College Blvd., Suite #1160, Santa Clara, CA 95054
Phone: 408-988-2900 | Fax: 408-988-2907 | naresh@taxguru.com

To the Board of Directors

Intergy Corporation

11875 Dublin Blvd., Suite A-201

Dublin, CA 94566

We have audited the accompanying consolidated balance sheets of Intergy Corporation, and its subsidiary (together referred to as “Intergy”) as of December 31, 2007 and 2006, and the related consolidated statements of income, retained earnings and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audit, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Intergy Corporation and its subsidiary as of December 31, 2007 and 2006, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles.

As described in Note B, the accompanying financial statements of Intergy for the year ended December 31, 2007 have been restated. We therefore withdraw our previous report dated March 5, 2008 on those financial statements, as originally filed.

The Company and its subsidiary, with the consent of its shareholders, have elected under the Internal Revenue Code to be an S corporation. In lieu of corporation income taxes, the shareholders of an S corporation are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for federal income taxes has been included in these financial statements.

Santa Clara, California

April 30, 2008

INTERGY CORPORATION

CONSOLIDATED BALANCE SHEETS

Accompanied notes are an integral part of these financial statements.

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INTERGY CORPORATION 

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

Accompanied notes are an integral part of these financial statements.

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INTERGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Accompanied notes are an integral part of these financial statements.

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INTERGY CORPORATION

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Intergy Corporation is a specialized resource conservation firm. Intergy provides innovative and effective solutions for energy efficiency, water conservation, and renewable generation to a rapidly growing list of clients. Their projects include energy and water efficiency hardware retrofits, demonstrations of new technologies, energy efficiency education, local government partnerships, solar and renewable generation, and retro-commissioning. The Company also builds IT applications for the energy efficiency and water conservation industry. Clients include the investor-owned utilities across California, municipal utilities, and other companies and non-profits servicing this market.

The Company was incorporated under the laws of the State of California in 2003.

In September 2007, Pinnacle Consulting Group, Inc. was incorporated in California as a wholly-owned subsidiary of Intergy Corporation.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the company and its majority-owned subsidiary, Pinnacle Consulting Group, Inc., after elimination of intercompany accounts and transactions.

Method of Accounting

The Company prepares its financial statements for reporting and management purposes on accrual basis of accounting and uses cash method of accounting for recognizing income for tax purposes.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenues are primarily derived from engineering services under fixed-fee and time/material arrangements. For fixed-fee contracts the revenue is recognized on the percentage-of-completion method, measured by the proportion of costs incurred to date to estimated total costs for each job. The costs of jobs in process include all direct material and labor costs and those indirect costs related to job performance. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted jobs are made in the period in which the revisions are determined. The costs of jobs in process are charged to earnings on the percentage-of-completion method used to recognize revenues.

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However, the management treats all its fixed fee contracts as time and material type contracts and recognizes revenue when the following criteria are met: (1) persuasive evidence of the customer arrangement exists, (2) fees are fixed and determinable, (3) delivery and acceptance has occurred, and (4) collectibility is deemed probable.

Accounts Receivable and Allowance for Doubtful Accounts

The Company grants credit terms in the normal course of business to its customers. The Company’s revenues and resulting accounts receivable are derived primarily from organizations in the energy and water industries.

The allowance for doubtful accounts is based on specifically identified amounts that the Company believes to be uncollectible. If actual collections experience changes, revisions to the allowance may be required. No allowance was recorded for 2006 and 2005.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Furniture and Equipment

Furniture and equipment are depreciated over the estimated useful lives of the assets by using straight-line method of depreciation

Income Taxes

The Company with the consent of its stockholders had elected to be treated as an S corporation, for Federal and California State tax purposes. Income of S corporation is taxed at individual stockholders level and therefore no federal income tax provision is being made in corporate books. However, a tax of 1.5% is assessed on taxable income for state reporting purposes.

NOTE B: RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company has restated its financial statements as of and for the year ended December 31, 2007 to record material change in determination of liabilities estimated earlier for rebates due to customers for energy savings.

The following is a summary of the effects of restatement on (i) the Company’s consolidated balance sheet as of December 31, 2007 and (ii) the Company’s consolidated statement of operations for the year ended December 31, 2007:

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Consolidated Balance Sheet as of December 31, 2007 

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CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS FOR YEAR ENDED DECEMBER 31, 2007

NOTE C – LINE OF CREDIT

The Company has a $95,000 revolving line of credit from Citibank, bearing interest rate at prime plus 3%. Borrowings under the line of credit are secured by substantially all assets of the Company and are also personally guaranteed by company’s shareholders. The line of credit was not utilized at December 31, 2007 and 2006.

NOTE D – LEASE COMMITMENTS

The Company leases office facilities under non-cancelable operating lease agreements that expire at various dates through the year 2008. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The following is a schedule of future minimum lease payments required under the lease:

Total rent expense related to the operating leases was $68,921 and $39,192 for the years ended December 31, 2007 and 2006, respectively.

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NOTE E – RELATED PARTY TRANSACTIONS

The Company utilizes the services of a company owned by a shareholder. For the years ended December 31, 2007 and 2006, the Company’s general and administrative expenses include $92,621 and $200,780, respectively, for services received from related parties.

NOTE F – BUSINESS CONCENTRATIONS

The company is subject to risk arising due to business concentration with respect to the sales and trade receivables since 50% and 61%, respectively, of its total sales for the years ended December 31, 2007 and 2006 and 45% and 43%, respectively, of its total trade receivables as of December 31, 2007 and 2006 are on account of trade with two major customers.

NOTE G – EMPLOYEE RETIRMENT PLAN

On January 1, 2006 the Company adopted a Simple IRA employee salary reduction plan covering substantially all employees. Employees may elect to contribute up to 100% of compensation limited to the amount allowed by tax laws. Company contributions are made solely at the discretion of the Company’s Board of Directors. As of December 31, 2007 and 2006, employer contributions accrued for the year are $43,297 and $17,386 respectively.

NOTE H – CONTRACT BACKLOG

Backlog represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress at year end and from contractual agreements on which work has not begun.

The following schedule summarizes backlog on contracts at December 31, 2007:

Accompanied notes are an integral part of these financial statements.

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Exhibit 99.3

INTERGY CORPORATION & SUBSIDIARY

Statements of Income

For the Three Months Ended March 31, 2008 and March 31, 2007

(unaudited)

INTERGY CORPORATION & SUBSIDIARY

Statements of Cash Flows

For the Three Months Ended March 31, 2008 and March 31, 2007

(unaudited)

Exhibit 99.4

WILLDAN GROUP, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

See accompanying note to pro forma condensed consolidated financial statements.

Note to Pro Forma Condensed Consolidated Statements of Operations

Our pro forma condensed consolidated statements of operations for the six months ended June 27, 2008 and the year ended December 28, 2007 is presented as if our acquisition of Intergy Corporation on June 9, 2008 closed as of the first day of each of the respective periods presented.

Prior to January 9, 2008, for federal and state income tax purposes, Intergy Corporation reported as an S Corporation wherein Intergy Corporation elected and the stockholders of Intergy consented to be taxed in a manner similar to partners in a general partnership. Upon completion of the acquisition, Intergy Corporation ceased to qualify as an S Corporation and its earnings are taxed at the C Corporation rates.

Following are explanations of the amounts included in the accompanying pro forma condensed consolidated statements of operations:

(A)          Company Historical

                Reflects our historical condensed consolidated statements of operations for the six months ended June 27, 2008 and the year ended December 28, 2007.

(B)           Pro Forma Adjustment

                The pro forma condensed consolidated statements of operations for the six months ended June 27, 2008 and the year ended December 28, 2007 reflect the acquisition of Intergy Corporation which we acquired on June 9, 2008 as if the acquisition closed on the first day of the respective period presented. The pro forma adjustment is computed as follows: