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):  January 21, 2015

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. (the “Company”) filed with the United States Securities and Exchange Commission on January 21, 2015 related to two separate acquisitions (the “Acquisitions”). On January 15, 2015, the Company acquired substantially all of the assets of 360 Energy Engineers, LLC (“360 Energy”) pursuant to the terms of an Asset Purchase Agreement, dated as of January 15, 2015 (the “360 Energy Agreement”), by and among the Company, Willdan Energy Solutions (“WES”), and 360 Energy. In addition, on the same date, the Company acquired all the outstanding shares of Abacus Resource Management (“Abacus”) pursuant to the terms of a Stock Purchase Agreement, dated as of January 15, 2015 (the “Abacus Agreement” and, together with the 360 Energy Agreement, the “Agreements”), by and among the Company, WES, Abacus and Mark Kinzer and Steve Rubbert (the “Abacus Shareholders”).

This Amendment No.1 to the Current Report on Form 8-K/A (“Amendment No. 1”) amends and supplements Item 9.01 of the original Form 8-K filed on January 21, 2015 (the “Initial Form 8-K”) to provide certain historical financial statements for 360 Energy and Abacus and certain pro forma financial information in connection with the Acquisitions. Any information required to be set forth in the Initial Form 8-K which is not being amended or supplemented pursuant to this Amendment No. 1 is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the Initial Form 8-K and the Company has not updated any information contained therein to reflect the events that have occurred since the date of the Initial Form 8-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Initial Form 8-K.

Note Regarding Forward-Looking Statements

Statements and other information included in this Current Report on Form 8-K/A that are not historical facts, including statements about the Company’s plans, strategies, beliefs and expectations, as well as certain estimates and assumptions used by the Company’s management, may constitute forward-looking statements.  Forward-looking statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statement.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on estimates and assumptions that are subject to change or revision, including the estimates and assumptions used by the Company in preparing the pro forma financial information included in this Current Report on Form 8-K/A that could cause actual results to differ materially from those expected or implied by the forward-looking statements or the estimates or assumptions used.  Such forward-looking statements include, without limitation, the Company’s current expectations with respect to payment of the earn-out consideration and preliminary estimated adjustments to record the assets and liabilities of the Company at their respective estimates of fair values under acquisition accounting, and are based on current available information.

Actual results may differ materially from the forward-looking statements for a number of reasons, including additional information regarding the fair values of assets and liabilities becoming available, the performance of additional fair value analyses, and risk factors identified in the Company’s periodic filings with the SEC, including without limitation in the Company’s Annual Report on Form 10-K for the year ended December 27, 2013.  Factors other than those listed above also could cause the Company’s results to differ materially from expected results.

Item 9.01               Financial Statements and Exhibits

(a)                                   Financial Statements of Businesses Acquired

(1)        Unaudited financial statements of 360 Energy, as of and for the nine months ended September 30, 2014, are being filed as Exhibit 99.1 to this Form 8-K/A and are incorporated herein by reference.

(2)        Unaudited financial statements of 360 Energy, as of and for the nine months ended September 30, 2013, are being filed as Exhibit 99.2 to this Form 8-K/A and are incorporated herein by reference.

2

(3)        Audited financial statements of 360 Energy as of and for the year ended December 31, 2013, are being filed as Exhibit 99.3 to this Form 8-K/A and are incorporated herein by reference.

(4)        Audited financial statements of 360 Energy as of and for the year ended December 31, 2012, are being filed as Exhibit 99.4 to this Form 8-K/A and are incorporated herein by reference.

(5)        Unaudited financial statements of Abacus, as of and for the nine months ended September 30, 2014, are being filed as Exhibit 99.5 to this Form 8-K/A and are incorporated herein by reference.

(6)        Unaudited financial statements of Abacus, as of and for the nine months ended September 30, 2013, are being filed as Exhibit 99.6 to this Form 8-K/A and are incorporated herein by reference.

(7)        Audited financial statements of Abacus, as of and for the year ended December 31, 2013, are being filed as Exhibit 99.7 to this Form 8-K/A and are incorporated herein by reference.

(b)                                    Pro Forma Financial Information

(1)        Unaudited pro forma condensed combined balance sheets and statements of operations for the Company as of and for the nine months ended September 26, 2014 and for the year ended December 27, 2013, giving effect to the acquisition of 360 Energy, and the notes thereto, are being filed as Exhibit 99.8 to this Amendment No. 1 on Form 8-K/A and are incorporated herein by reference.

(2)        Unaudited pro forma condensed combined balance sheets and statements of operations for the Company as of and for the nine months ended September 26, 2014 and for the year ended December 27, 2013, giving effect to the acquisition of Abacus, and the notes thereto, are being filed as Exhibit 99.9 to this Amendment No. 1 on Form 8-K/A and are incorporated herein by reference.

3

(d)              Exhibits

4

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.

5

EXHIBIT INDEX

6

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-139127, 333-152951, 333-168787 and 333-184823) of Willdan Group, Inc. of our reports dated May 3, 2013, May 9, 2014, November 26, 2014 and January 5, 2015 relating to the consolidated financial statements of 360 Energy Engineers, LLC.

901 Kentucky · Suite 301 · Lawrence, Kansas 66044 · Phone: 785.856.2882 · Fax: 785.856.2284 · www.kohartaccounting.com

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-139127, 333-152951, 333-168787 and 333-184823) of Willdan Group, Inc. of our reports dated December 26, 2014, December 29, 2014 and January 7, 2015 relating to the consolidated financial statements of Abacus Resource Management Company.

Exhibit 99.1

360 ENERGY ENGINEERS, LLC

LAWRENCE, KANSAS

FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

AND

INDEPENDENT ACCOUNTANTS REVIEW’ REPORT

A Professional Association · Certified Public Accountant

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

TABLE OF CONTENTS

To the Partners of

360 Energy Engineers LLC

INDEPENDENT ACCOUNTANT’S REVIEW REPORT ON FINANCIAL STATEMENTS

We have reviewed the accompanying balance sheet of 360 Energy Engineers, LLC as of September 30, 2014, and the related statements of income and retained earnings and cash flows for the nine months then ended. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of Company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements.

Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. Those standards require us to perform procedures to obtain limited assurance that there are no material modifications that should be made to the financial statements. We believe that the results of our procedures provide a reasonable basis for our report.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for the nine months ended September 30, 2014, in order for them to be in conformity with accounting principles generally accepted in the United States of America.

The financial statements for the year ended December 31, 2013, were audited by us and we expressed an unqualified opinion on them in our report dated May 9, 2014, but we have not performed any auditing procedures since that date.

901 Kentucky · Suite 301 · Lawrence, Kansas 66044 · Phone: 785.856.2882 · Fax: 785.856.2284 · www.kohartaccounting.com

360 ENERGY ENGINEERS, LLC

BALANCE SHEET

As of September 30, 2014

The accompanying notes are an integral part of these statements.

2

360 ENERGY ENGINEERS, LLC

STATEMENT OF INCOME AND RETAINED EARNINGS

For the nine months ended September 30, 2014

The accompanying notes are an integral part of these statements.

3

360 ENERGY ENGINEERS, LLC

STATEMENT OF CASH FLOW

For the nine months ended September 30, 2014

The accompanying notes are an integral part of these statements.

4

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 1 — Summary of Significant Accounting Policies

Company Activities and Operating Cycle — The Company is engaged in the energy services industry. A majority of its contracts are fixed-price type contracts that are completed within a year, although some may extend over one or more years.

Cash and Cash Equivalents — For the purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

Revenue Recognition — The Company’s revenue is derived primarily form providing engineering services under fixed-fee arrangements. 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. This method is used because management considers costs incurred to be the best available measure of progress on jobs in process.

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.

The asset “Costs and estimated earnings in excess of billings on uncompleted contracts,” represent revenues recognized in excess of amounts billed. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts,” represent billings in excess of revenues recognized.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 that reporting period. Actual results could differ from those estimates.

S Corporation — Income Tax Status — The Company is organized as a Limited Liability Company in the State of Kansas, with the consent of its members, the Company has elected under the Internal Revenue Code to be an S Corporation. In lieu of corporate 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 the financial statements.

Advertising — The Company expense advertising production costs as they are incurred and advertising communication costs the first time the advertising takes place.

5

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 1 — Summary of Significant Accounting Policies (continued)

Trade Accounts Receivable — Trade accounts receivables are reported at the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are reported in the results of operations of the year in which those differences are determined, with an offsetting entry to a valuation allowance for trade accounts receivable. Balances that still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable. Based on management’s assessment of the credit history with customers having outstanding balances and current relationships with them, it has concluded that accounts receivable is fully collectible; accordingly, no allowance for doubtful accounts is required.

Investments — The Company classifies its marketable securities as “available for sale.” Securities classified as “available for sale” are carried in the financial statements at fair value. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in earnings; unrealized holding gains and losses are reported in other comprehensive income.

Fair value measurements — The Company has adopted the provisions of FASB ASC 320-10. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining the fair value, the Company uses Level 1 valuation as defined in FASB ASC 320-10. Level 1 valuations are based on quoted prices in active markets for identical assets or liabilities that the Association has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Note 2 — Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of temporarily cash investments, accounts receivable due on contracts and costs and estimated earnings in excess of billings on uncompleted contracts. The company places its temporary cash investments with a financial institution; however for the nine months ended September 30, 2014, the Company had not limited its credit exposure with this financial institution for temporary cash investments in excess of FDIC depository insurance and repurchase agreements from the financial institution secured by securities guaranteed by the United States of America. The Company’s credit exposure for the nine months ended September 30, 2014 was $195,371.

The Company’s customers are mainly located within an approximate radius of 500 miles of Lawrence, Kansas. The Company is exposed to a regional concentration of credit risk in accounts receivable due on contracts in the amount of $159,188 as of September 30, 2014, and costs and estimated earnings in excess of billings in uncompleted contracts in the amount of $123,187 as of September 30, 2014.

6

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 3 — Trade Accounts Receivable

Amounts due on contracts as of September 30, 2014, were as follows:

Note 4 — Investments

Available-for-sale securities are carried in the financial statement at fair value. Net unrealized holding gains on available-for-sale securities in the amount of $9,101 as of September 31, 2014, have been included in accumulated other comprehensive income.

The Company’s investment in marketable equity securities ended in August 2014.

Note 5 — Contracts in Progress

Information relative to contracts in progress as of September 30, 2014 is as follows:

Included in accompanying financial statements in:

7

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 6 — Property, Plant, and Equipment

Construction equipment, vehicles and office equipment are recorded at cost and are depreciated over their estimated useful lives on the straight-line method. Lives vary from 5 to 7 years for equipment and vehicles. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to expense as incurred, significant renewals and betterments are capitalized. The depreciation expense for the nine months ended September 30, 2014 was $15,968.

Property, plant and equipment consisted of the following at September 30, 2014:

Note 7 — Paid-in Capital

Prior to January 1, 2001, the Company accounted for capital as a partnership. Effective January 1, 2001, the capital amount was reclassified as paid-in capital in order to be consistent with the Company’s current treatment as a subchapter S corporation.

Note 8 — Profit Sharing Plan

The Company provides a 401(k) retirement plan for its employees. At the option of the Company, it may contribute a discretionary percentage to the plan following year-end.

Note 9 — Operating Leases

On July 25, 2014, the Company entered into a forty month lease to operate at 730 New Hampshire, Unit CU-2S in Lawrence, Kansas, commencing August 1, 2014, and continuing through November 30, 2017. Rent expense under the lease agreement for the nine months ended September 30, 2014 totaled $0.

On June 16, 2014, the Company entered into a twenty-two month lease to operate at 8871 Ridgeline Blvd, Suite 160 in Denver, Colorado, commencing July 1, 2014, and continuing through March 31, 2016. Rent expense under the lease agreements for the nine months ended September 30, 2014 totaled $13,694.

8

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 9 — Operating Leases (continued)

Future minimum payments are as follows:

Note 8- Guarantee of Contract Performance

No more than 18 months following the completion of each project, the Company shall provide the customer a savings report identifying the Actual Energy Savings achieved during a period of 12 consecutive months during the period following the completion.

In the event that the Actual Energy Savings falls short of the specific contract’s Energy Savings Guarantee, the Company shall reimburse the customer for the full amount of the difference between the Actual Energy Savings and the Energy Savings Guarantee, as described in the specific contract. Based on the information gathered as part of it monitoring of risks, the Company believes there is only a remote possibility the Actual Energy Savings falls short of the specific contract’s Energy Savings Guarantee and the Company will be required to perform under the guarantee.

Note 10 — Subsequent Events

Subsequent events were evaluated through November 26, 2014, which is the date of financial statements were available to be issued.

As of the final subsequent event evaluation date, the Organization is in the process of being acquired by a publicly traded company.

Note 11 — Risk Management

The Company is exposed to various risks of loss related to limited torts; theft of, damage to and destruction of assets; errors and omissions and natural disasters for which the Company carries commercial insurance. There have been no significant reductions in coverage from the prior year and settlements have not exceeded coverage.

9

Exhibit 99.2

360 ENERGY ENGINEERS, LLC

LAWRENCE, KANSAS

FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

AND

INDEPENDENT ACCOUNTANTS REVIEW’ REPORT

A Professional Association · Certified Public Accountant

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

TABLE OF CONTENTS

To the Partners of

360 Energy Engineers LLC

INDEPENDENT ACCOUNTANT’S REVIEW REPORT ON FINANCIAL STATEMENTS

We have reviewed the accompanying balance sheet of 360 Energy Engineers, LLC as of September 30, 2013, and the related statements of income and retained earnings and cash flows for the nine months then ended. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of Company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of the financial statements.

Our responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. Those standards require us to perform procedures to obtain limited assurance that there are no material modifications that should be made to the financial statements. We believe that the results of our procedures provide a reasonable basis for our report.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for the nine months ended September 30, 2013, in order for them to be in conformity with accounting principles generally accepted in the United States of America.

901 Kentucky · Suite 301 · Lawrence, Kansas 66044 · Phone: 785.856.2882 · Fax: 785.856.2284 · www.kohartaccounting.com

360 ENERGY ENGINEERS, LLC

BALANCE SHEET

As of September 30, 2013

The accompanying notes are an integral part of these statements.

2

360 ENERGY ENGINEERS, LLC

STATEMENT OF INCOME AND RETAINED EARNINGS

For the nine months ended September 30, 2013

The accompanying notes are an integral part of these statements.

3

360 ENERGY ENGINEERS, LLC

STATEMENT OF CASH FLOW

For the nine months ended September 30, 2013

The accompanying notes are an integral part of these statements.

4

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 1 — Summary of Significant Accounting Policies

Company Activities and Operating Cycle — The Company is engaged in the energy services industry. A majority of its contracts are fixed-price type contracts that are completed within a year, although some may extend over one or more years.

Cash and Cash Equivalents — For the purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

Revenue Recognition — The Company’s revenue is derived primarily form providing engineering services under fixed-fee arrangements. 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. This method is used because management considers costs incurred to be the best available measure of progress on jobs in process.

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.

The asset “Costs and estimated earnings in excess of billings on uncompleted contracts,” represent revenues recognized in excess of amounts billed. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts,” represent billings in excess of revenues recognized.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 that reporting period. Actual results could differ from those estimates.

S Corporation — Income Tax Status — The Company is organized as a Limited Liability Company in the State of Kansas, with the consent of its members, the Company has elected under the Internal Revenue Code to be an S Corporation. In lieu of corporate 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 the financial statements.

Advertising — The Company expense advertising production costs as they are incurred and advertising communication costs the first time the advertising takes place.

5

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 1 — Summary of Significant Accounting Policies (continued)

Trade Accounts Receivable — Trade accounts receivables are reported at the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are reported in the results of operations of the year in which those differences are determined, with an offsetting entry to a valuation allowance for trade accounts receivable. Balances that still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable. Based on management’s assessment of the credit history with customers having outstanding balances and current relationships with them, it has concluded that accounts receivable is fully collectible; accordingly, no allowance for doubtful accounts is required.

Investments — The Company classifies its marketable securities as “available for sale.” Securities classified as “available for sale” are carried in the financial statements at fair value. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in earnings; unrealized holding gains and losses are reported in other comprehensive income.

Fair value measurements - The Company has adopted the provisions of FASB ASC 320-10. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining the fair value, the Company uses Level 1 valuation as defined in FASB ASC 320-10. Level 1 valuations are based on quoted prices in active markets for identical assets or liabilities that the Association has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Note 2 — Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of temporarily cash investments, accounts receivable due on contracts and costs and estimated earnings in excess of billings on uncompleted contracts. The company places its temporary cash investments with a financial institution; however for the nine months ended September 30, 2013, the Company had not limited its credit exposure with this financial institution for temporary cash investments in excess of FDIC depository insurance and repurchase agreements from the financial institution secured by securities guaranteed by the United States of America. The Company’s credit exposure for the nine months ended September 30, 2014 was $1,235,289.

The Company’s customers are mainly located within an approximate radius of 500 miles of Lawrence, Kansas. The Company is exposed to a regional concentration of credit risk in accounts receivable due on contracts in the amount of $474,569 as of September 30, 2013, and costs and estimated earnings in excess of billings in uncompleted contracts in the amount of $301,177 as of September 30, 2013.

6

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 3 — Trade Accounts Receivable

Amounts due on contracts as of September 30, 2013, were as follows:

Note 4 — Investments

Available-for-sale securities are carried in the financial statement at fair value. Net unrealized holding losses on available-for-sale securities in the amount of $23,662 as of September 31, 2013, have been included in accumulated other comprehensive income.

The Company’s investment in marketable equity securities consists primarily of investment in open/closed end mutual funds. The unrealized losses does not impend on the Company’s evaluation of the fair value assessment to be other-than-temporary and the Company’s intent and ability to hold these investments for a reasonable period of time sufficient for a forecasted recovery of fair value at September 30,2013.

Note 5 — Contracts in Progress

Information relative to contracts in progress as of September 30, 2013 is as follows:

7

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 6 — Property, Plant, and Equipment

Construction equipment, vehicles and office equipment are recorded at cost and are depreciated over their estimated useful lives on the straight-line method. Lives vary from 5 to 7 years for equipment and vehicles. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to expense as incurred, significant renewals and betterments are capitalized. The depreciation expense for the nine months ended September 30, 2013 was $5,897.

Property, plant and equipment consisted of the following at September 30, 2013:

Note 7 — Paid-in Capital

Prior to January 1, 2001, the Company accounted for capital as a partnership. Effective January 1, 2001, the capital amount was reclassified as paid-in capital in order to be consistent with the Company’s current treatment as a subchapter S corporation.

Note 8 — Profit Sharing Plan

The Company provides a 401(k) retirement plan for its employees. At the option of the Company, it may contribute a discretionary percentage to the plan following year-end.

Note 9 — Operating Leases

On April 15, 2011, the Company entered into a two-year lease, to operate at 2029 Becker Drive, Suite 206 in Lawrence, Kansas, commencing June 1, 2011, and continuing through May 31, 2013. The lease was extended for 1 year with an expiration date of May 31, 2014. Rent expense under the lease agreement for the nine months ended September 30, 2013 totaled $12,834.

On March 11, 2013, the Company entered into a five-year lease to operate at 8871 Ridgeline Blvd, Suite 260 in Denver, Colorado, commencing April 1, 2013, and continuing through March 31, 2016. Rent expense under the lease agreement for the nine months ended September 30, 2013 totaled $9,063.

8

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 9 — Operating Leases (continued)

Future minimum payments are as follows:

Note 8 — Guarantee of Contract Performance

No more than 18 months following the completion of each project, the Company shall provide the customer a savings report identifying the Actual Energy Savings achieved during a period of 12 consecutive months during the period following the completion.

In the event that the Actual Energy Savings falls short of the specific contract’s Energy Savings Guarantee, the Company shall reimburse the customer for the full amount of the difference between the Actual Energy Savings and the Energy Savings Guarantee, as described in the specific contract. Based on the information gathered as part of it monitoring of risks, the Company believes there is only a remote possibility the Actual Energy Savings falls short of the specific contract’s Energy Savings Guarantee and the Company will be required to perform under the guarantee.

Note 10 — Subsequent Events

Subsequent events were evaluated through January 5, 2015, which is the date of financial statements were available to be issued.

As of the final subsequent event evaluation date, the Organization is in the process of being acquired by a publicly traded company. Also, in July 2014, the Organization entered into a new forty-month lease agreement to operate at 730 New Hampshire, Unit CU-2S in Lawrence, Kansas, commencing August 1, 2014.

Note 11 — Risk Management

The Company is exposed to various risks of loss related to limited torts; theft of, damage to and destruction of assets; errors and omissions and natural disasters for which the Company carries commercial insurance. There have been no significant reductions in coverage from the prior year and settlements have not exceeded coverage.

9

Exhibit 99.3

360 ENERGY ENGINEERS, LLC

LAWRENCE, KANSAS

FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2013

AND

INDEPENDENT AUDITORS’ REPORT

A Professional Association · Certified Public Accountant

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

TABLE OF CONTENTS

To the Partners of

360 Energy Engineers LLC

INDEPENDENT AUDITORS’ REPORT ON FINANCIAL STATEMENTS

We have audited the accompanying financial statements of 360 Energy Engineers, LLC, which comprise the balance sheet as of December 31, 2013, and the related statements of income and retained earnings and cash flows for the years then ended, and the related notes to the financial statements. 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 audit.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of 360 Energy Engineers, LLC as of December 31, 2013, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

901 Kentucky · Suite 301 · Lawrence, Kansas 66044 · Phone: 785.856.2882 · Fax: 785.856.2284 · www.kohartaccounting.com

360 ENERGY ENGINEERS, LLC

BALANCE SHEET

As of December 31, 2013

The accompanying notes are an integral part of these statements.

2

360 ENERGY ENGINEERS, LLC

STATEMENT OF INCOME AND RETAINED EARNINGS

For the year ended December 31, 2013

The accompanying notes are an integral part of these statements.

3

360 ENERGY ENGINEERS, LLC

STATEMENT OF CASH FLOW

For the year ended December 31, 2013

The accompanying notes are an integral part of these statements.

4

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 1 — Summary of Significant Accounting Policies

Company Activities and Operating Cycle — The Company is engaged in the energy services industry. A majority of its contracts are fixed-price type contracts that are completed within a year, although some may extend over one or more years.

Cash and Cash Equivalents — For the purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.

Revenue Recognition — The Company’s revenue is derived primarily form providing engineering services under fixed-fee arrangements. 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. This method is used because management considers costs incurred to be the best available measure of progress on jobs in process.

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.

The asset “Costs and estimated earnings in excess of billings on uncompleted contracts,” represent revenues recognized in excess of amounts billed. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts,” represent billings in excess of revenues recognized.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 that reporting period. Actual results could differ from those estimates.

S Corporation — Income Tax Status — The Company is organized as a Limited Liability Company in the State of Kansas, with the consent of its members, the Company has elected under the Internal Revenue Code to be an S Corporation. In lieu of corporate 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 the financial statements.

Advertising — The Company expense advertising production costs as they are incurred and advertising communication costs the first time the advertising takes place.

5

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 1 — Summary of Significant Accounting Policies (continued)

Trade Accounts Receivable — Trade accounts receivables are reported at the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are reported in the results of operations of the year in which those differences are determined, with an offsetting entry to a valuation allowance for trade accounts receivable. Balances that still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable. Based on management’s assessment of the credit history with customers having outstanding balances and current relationships with them, it has concluded that accounts receivable is fully collectible; accordingly, no allowance for doubtful accounts is required.

Investments — The Company classifies its marketable securities as “available for sale.” Securities classified as “available for sale” are carried in the financial statements at fair value. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in earnings; unrealized holding gains and losses are reported in other comprehensive income.

Fair value measurements - The Company has adopted the provisions of FASB ASC 320-10. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining the fair value, the Company uses Level 1 valuation as defined in FASB ASC 320-10. Level 1 valuations are based on quoted prices in active markets for identical assets or liabilities that the Association has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Note 2 — Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of temporarily cash investments, accounts receivable due on contracts and costs and estimated earnings in excess of billings on uncompleted contracts. The company places its temporary cash investments with a financial institution; however for the year ended December 31, 2013, the Company had not limited its credit exposure with this financial institution for temporary cash investments in excess of FDIC depository insurance and repurchase agreements from the financial institution secured by securities guaranteed by the United States of America. The Company’s credit exposure for the year ended December 31, 2013 was $1,251,209.

6

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 2 — Concentration of Credit Risk (continued)

The Company’s customers are mainly located within an approximate radius of 500 miles of Lawrence, Kansas. The Company is exposed to a regional concentration of credit risk in accounts receivable due on contracts in the amount of $597,449 as of December 31, 2013, and costs and estimated earnings in excess of billings in uncompleted contracts in the amount of $0 as of December 31, 2013.

Note 3 — Trade Accounts Receivable

Amounts due on contracts as of December 31, 2013, were as follows:

Note 4 — Investments

Available-for-sale securities are carried in the financial statement at fair value. Net unrealized holding losses on available-for-sale securities in the amount of $91,01 for the year ended December 31, 2013, have been included in accumulated other comprehensive income.

The Company’s investment in marketable equity securities consists primarily of investment in open/closed end mutual funds. The unrealized losses does not impend on the Company’s evaluation of the fair value assessment to be other-than-temporary and the Company’s intent and ability to hold these investment for a reasonable period of time sufficient for a forecasted recovery of fair value at December 31, 2013.

Note 5 — Contracts in Progress

Information relative to contracts in progress as of December 31, 2013 is as follows:

7

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 5 — Contracts in Progress (continued)

Included in accompanying financial statements in:

Note 6 — Property, Plant and Equipment

Construction equipment, vehicles and office equipment are recorded at cost and are depreciated over their estimated useful lives on the straight-line method. Lives vary from 5 to 7 years for equipment and vehicles. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in income for the period. The cost of maintenance and repairs is charged to expense as incurred, significant renewals and betterments are capitalized. The depreciation expense for the years ended December 31, 2013 was $8,404.

Property, plant and equipment consisted of the following at December 31, 2013:

Note 7 — Paid-in Capital

Prior to January 1, 2001, the Company accounted for capital as a partnership. Effective January 1, 2001, the capital amount was reclassified as paid-in capital in order to be consistent with the Company’s current treatment as a subchapter S corporation.

Note 8 — Profit Sharing Plan

The Company provides a 401(k) retirement plan for its employees. At the option of the Company, it may contribute a discretionary percentage to the plan following year-end.

8

360 ENERGY ENGINEERS, LLC

Lawrence, Kansas

NOTES TO FINANCIAL STATEMENTS

Note 9 — Operating Leases

On April 15, 2011, the Company entered into a two-year lease, to operate at 2029 Becker Drive, Suite 206 in Lawrence, Kansas, commencing June 1, 2011, and continuing through May 31, 2013. The lease was extended for 1 year with an expiration date of May 31, 2014. Rent expense under the lease agreement for the year ended December 31, 2013 totaled $17,112.

On March 11, 2013, the Company entered into a five-year lease to operate at 8871 Ridgeline Blvd, Suite 260 in Denver, Colorado, commencing April 1, 2013, and continuing through March 31, 2016. Rent expense under the lease agreements for the year ended December 31, 2013 totaled $16,615.

Future minimum payments are as follows: