Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 4

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 3, 2014

SOLAR3D, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-49805	01-0592299
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	IRS Employer Identification No.)

26 West Mission Avenue #8 Santa Barbara, CA	93101
(Address of Principal Executive Offices)	(Zip Code)

(805) 690-9000

(Registrant’s telephone number, including area code)

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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ 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))

Explanatory Note

On February 28, 2015, Solar3D, Inc. (the “Company”) entered into an amended and restated Asset Purchase Agreement (the “Amended Agreement”) with MD Energy, LLC (“MDE”), MD Energy, Inc. (“MD Energy”), Danny Mitchell and Andrea Mitchell in connection with the acquisition of the tangible and intangible assets of MD Energy, LLC, including cash and cash and cash equivalents (the “Acquisition”), which acquisition was previously disclosed in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2014, as amended on January 7, 2015 and on March 3, 2015. The closing of the Acquisition was completed on March 2, 2015 (the “Closing”).

We hereby amend Item 9.01 of our current report on Form 8-K filed on July 29, 2014 to include financial statements of the business acquired and pro forma financial information in accordance with Items 9.01(a) and (b) within seventy one calendar days after the date on which the initial report on Form 8-K was required to be filed. Except as set forth in Item 9.01 below, no other changes are being made to our current reports on Form 8-K filed on November 3, 2014, January 7, 2015 and on March 3, 2015.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of business acquired.

Audited financial statements of MD Energy, LLC for years ended December 31, 2014 and 2013.

(b) Pro forma financial information.

Pro forma consolidated balance sheet as of December 31, 2014 and statement of operations for the year then ended.

(d) Exhibits

Exhibit Number				Description
2.1				Amended and Restated Asset Purchase Agreement dated February 28, 2015 with MD Energy, LLC, MD Energy, Inc., Danny Mitchell and Andrea Mitchell (Incorporated by reference to the Company’s current report on Form 8-K filed on March 3, 2015)
99.1				Audited financial statements of MD Energy, LLC for years ended December 31, 2014 and 2013.
99.2				Pro forma consolidated balance sheet as of December 31, 2014 and statement of operations for the year then ended.

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.

	SOLAR3D, INC.


Date: May 12, 2015	By:	/s/ James B. Nelson
		Name: James B. Nelson
		Title: Chief Executive Officer

Exhibit 99.1

Financial Statements

MD ENERGY, LLC

December 31, 2014 and 2013

MD ENERGY, LLC

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	1

Balance Sheets at December 31, 2014 and December 31, 2013	2

Statements of Operations for the Year Ended December 31, 2014 and
Period April 8, 2013 (Inception) to December, 2013	3

Statements of Cash Flows for the Year Ended December 31, 2014 and
Period April 8, 2013 (Inception) to December 31, 2013	4

Notes to the Financial Statements	5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Members of

MD Energy, LLC

We have audited the accompanying balance sheet of MD Energy, LLC (the "Company") as of December 31, 2014 and 2013, and the related statements of operations, members’ equity, and cash flows for the year ended December 31, 2014 and for the period from April 8, 2013 (date of inception) through December 31, 2013. 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 standards established by the Public Company Accounting Oversight Board (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 of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the year ended December 31, 2014 and for the period from April 8, 2013 (date of inception) through December 31, 2013, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 13 to the financial statements, the Company sold substantially all of the assets on March 2, 2015.

/s/ Liggett, Vogt & Webb, P.A.

New York, New York

March 19, 2015

MD ENERGY, LLC

BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

	2014		2013
ASSETS
Current Assets:
Cash and cash equivalents	$	402,890	$	377,080
Contracts receivable		968,734		85,166
Note receivable		28,614		-
Prepaid expenses		-		420,500
Costs and estimated earnings in excess of billings		249,867		13,557
Total Current Assets		1,650,105		896,303

Furniture and equipment, net		75,763		2,508

TOTAL ASSETS	$	1,725,868	$	898,811


LIABILITIES AND MEMBERS' EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	463,103	$	137,326
Billings in excess of costs and estimated earnings		14,758		608,311
Notes payable - current portion		16,885		-
Total Current Liabilities		494,746		745,637
Long-Term Liabilities
Notes payable, net of current portion		59,575		-

Members' Equity		1,171,547		153,174

TOTAL LIABILITIES AND MEMBERS' EQUITY	$	1,725,868	$	898,811

See accompanying notes to financial statements

MD ENERGY, LLC

STATEMENT OF OPERATIONS AND MEMBERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2014 AND

PERIOD APRIL 8, 2013 (INCEPTION) TO DECEMBER 31, 2013

	2014			2013

Revenue	$	7,179,274		$	350,465
Total Revenue		7,179,274			350,465

Cost of Contracts:
Materials		2,541,447			112,750
Labor and subcontracts		2,452,791			133,533
Other costs		651,118			67,973
Total Cost of Revenue		5,645,356			314,256

Gross Profit		1,533,918			36,209

Operating Expenses:
General and administrative expenses		738,178			144,470
Total Operating Expenses		738,178			144,470

INCOME (LOSS) FROM OPERATIONS		795,740			(108,261	)

Other income		7,267			-
Income taxes		(800	)		(800	)

NET INCOME (LOSS)		802,207			(109,061	)

Beginning members' equity		153,174			-
Capital contributions		323,000			300,000
Capital distributions		(106,834	)		(377,656	)

MEMBERS' EQUITY	$	1,171,547		$	153,174

See accompanying notes to financial statements

MD ENERGY, LLC

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2014 AND

PERIOD APRIL 8, 2013 (INCEPTION) TO DECEMBER 31, 2013

	2014			2013
Cash flows from operating activities
Net Income (Loss)	$	802,207		$	(109,061	)
Adjustments to reconcile in net income (loss) to net cash provided by operating activities:
Depreciation and amortization		8,537			418
(Increase) in accounts receivable		(883,568	)		(85,166	)
(Increase) decrease in prepaid expenses		420,500			(420,500	)
(Increase) in costs in excess of billing		(236,310	)		(13,557	)
Increase in accounts payable		325,777			137,326
Increase (decrease) in billings in excess of costs		(593,553	)		608,311
Total adjustments		(958,617	)		226,832
Net cash provided (used) by operating activities		(156,410	)		117,771

Cash flow from investing activities:
Purchase of furniture and equipment		(3,327	)		(2,926	)
Net cash (used) in investing activities		(3,327	)		(2,926	)

Cash flow from financing activities:
Member distributions		(106,834	)		(37,765	)
Member contributions		323,000			300,000
Principal payments on long-term debt		(2,005	)
Short-term notes receivable		(28,614	)		-
Net cash provided by financing activities		185,547			262,235

Net Increase in cash and equivalents		25,810			377,080
Cash and equivalents, beginning of period		377,080			-
Cash and equivalents end of period	$	402,890		$	377,080

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest expense	$	872		$	6
Income Tax	$	800		$	800

See accompanying notes to financial statements

MD ENERGY, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 1 – NATURE OF OPERATIONS

MD Energy LLC (“the Company”) was formed as a limited liability company under the laws of the State of Nevada on April 8, 2013. The Company is primarily engaged as a design and build energy contractor and currently specializes in renewable energy with a submarket segment in Solar Photovoltaic and Solar Thermal energy consulting in the Southern California area.

Since the Company is a limited liability company, the accompanying balance sheet and statement of operations will not include compensation for the services of our managing member. Dependent upon the Company’s cash flow, the managing member will be compensated based upon capital distributions.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company's contracts are of one general type, firm fixed-price. Revenue from contracts is recognized under the percentage-of-completion method of accounting after the contract reaches 10% completion, measured by the percentage of costs incurred to date to management's estimates of total anticipated costs for each contract. This method is used because management considers expended costs to be the best available measure of progress on these contracts. No revenue is recognized until the percentage-of-completion reaches 10%. Contract costs include all direct materials, subcontractor costs, direct labor and those indirect costs related to contract performance, such as indirect labor, supplies, tools and repairs.

Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts, which require the revision, become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

The asset "costs and estimated earnings in excess of billings" represents recoverable costs and estimated earnings recognized less billings-to-date on all contracts in progress with such an excess. The liability "billings in excess of costs and estimated earnings" represents the billings-to-date less the recoverable costs and estimated earnings on all contracts in progress with such excess.

Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying balance sheets, as they will be liquidated in the normal course of contract completion.

Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts.

MD ENERGY, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract.

General and administrative expenses are charged to operations as incurred and are not allocated to contract costs.

The Company generally provides a warranty for one year. No warranty reserve is provided because in the opinion of management and based on Company history the amount is immaterial.

Contract Receivable

The Company bills its customers in accordance with contractual agreements. The agreements generally require billing to be on a progressive basis as work is completed. Credit is extended based on evaluation of clients financial condition and collateral is not required. The Company considers contracts and accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible, they will be charged to operations when that determination is made. The contract receivable balance was $968,734 and $85,166 at December 31, 2014 and December 31, 2013, respectively.

Furniture and equipment

Furniture and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for additions and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories:

	Estimated
	Life
Machinery and equipment	5 years
Furniture, fixtures and computer equipment	7 years
Transportation equipment	5 years

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles.

MD ENERGY, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

Fair Value of Financial Instruments

The carrying amount of cash, contract receivable and accounts payable, as applicable, approximates fair value due to the short term nature of these items in relation to current market conditions.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair value are reported using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date of identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As of December 31, 2014 and 2013, the Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC Topic 825, Financial instruments.

Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investment instruments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and 2013, there were no cash equivalents.

Income Taxes

The Company has elected to file tax return on a cash basis. The Company has adopted ASC 740-10, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of accrual financial reporting versus cash basis tax reporting.

Since the Company is a pass through entity, the effect of the timing differences and related deferred tax assets and liabilities at December 31, 2014 and 2013 were deemed to be immaterial.

MD ENERGY, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

Advertising Costs

The Company has the policy of expensing advertising costs as incurred. The Company advertising costs charged to expense was $4,970.9 and $2,047 at December 31, 2013 and December 31, 2013, respectively.

Use of Estimates

Financial statements prepared in conformity with generally accepted accounting principles require management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant items subject to such estimates and assumptions include the allowance for doubtful accounts; recognition of revenue for costs and estimated earnings in excess of billings on uncompleted contract and revenue recognition of contract change order claims. Actual results may differ from those estimates.

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

Recent Accounting Pronouncements

In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU No. 2014-9, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common revenue standard for US GAAP and International Financial Reporting Standards. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The ASU is effective for public entities for annual and interim periods beginning after December 15, 2016 and for private companies in periods beginning after December 15, 2017. Early adoption is not permitted under US GAAP and retrospective application is permitted, but not required. The Company is currently evaluating the impact of adopting this guidance on its financial position and results of operations.

In June 2014, the FASB issued ASU No. 2014-12 “Compensation – Stock Compensation” (Topic 718). The ASU provides guidance for accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. That is the case when an employee is eligible to retire or otherwise terminate employment before the end of the period in which a performance target could be achieved and still be eligible to vest in the award if and when the performance target is achieved. The amendment requires a performance target that affects vesting and that could be achieved after requisite service period be treated as a performance condition. Compensation cost should be recognized in the period in which it becomes probable that such performance condition would be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. Those amendments are effective for annual reporting periods beginning after December 15, 2015, and interim periods therein. The Company will adopt ASU No. 2014-12 on January 1, 2016. The Company is currently evaluating the potential impact that adoption may have on our financial statements.

MD ENERGY, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the potential impact that adoption may have on our financial statements.

NOTE 3 - NOTES RECEIVABLE:

As of December 31, 2014, the Company had outstanding unsecured notes receivable totaling $28,614 due from an individual. The unsecured note is due on December 31, 2014 and are interest only notes at 5% interest per annum.

NOTE 4 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW STATEMENT:

Noncash investing and financing transactions during the period ended December 31, 2014 is as follows:

The purchase of all transportation equipment totaling $78,465 was financed with bank loan.

MD ENERGY, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 5 - CONTRACT RECEIVABLES:

As of December 31, 2014 and December 31, 2013, contract receivables consist of the following:

	December 31,		December 31,
	2014		2013
Currently due:
Contracts in progress	$	-	$	85,166
Contracts completed		957,382		-
		957,382		85,166
Retention:
Contracts in progress		11,352		-
Total	$	968,734	$	85,166

NOTE 6 - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS:

	December 31,			December 31,
	2014			2013
Costs and estimated earnings in excess of billings	$	249,867		$	13,557
Billings in excess of costs and estimated earnings		(14,758	)		(608,311	)
Net billings in excess of costs and estimated earnings	$	235,109		$	(594,754	)

	December 31,			December 31,
	2014			2013
Costs incurred on uncompleted contracts	$	971,646		$	313,607
Estimated earnings to date		314,396			36,858
Total costs and estimated earnings		1,286,042			350,465
Less, billings to date		(1,050,933	)		(945,219	)
Net billings in excess of costs and estimated earnings	$	235,109		$	(594,754	)

MD ENERGY, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 7 – FURNITURE AND EQUIPMENT:

As of December 31, 2014 and December 31, 2013, furniture and equipment are summarized as follows:

	December 31, 2014			December 31, 2013
Transportation equipment	$	78,465		$	-
Furniture and equipment		6,253			2,926
		84,718			2,926
Less - accumulated depreciation and amortization		(8,955	)		(418	)
Furniture and equipment, net	$	75,763		$	2,508

NOTE 8 – NOTES PAYABLE:

As of December 31, 2014 and December 31, 2013, notes payable are summarized as follows:

	December 31,			December 31,
	2014			2013
Long-term notes payable consist of: the following:
Notes payable, secured by transportation equipment, requiring approximate monthly payments of $326 and $1,162, including principal and interest at various rates of interest per annum. Principal and any accrued interest are payable until September 2019.	$	76,460		$	-
Less, current portion		(16,885	)		-
Long term portion	$	59,575		$	-

Aggregate maturities of long-term notes payable are as follows:

Years ending December 31,
2015	$	16,885
2016		15,992
2017		15,099
2018		14,207
2019		14,277
	$	76,460

MD ENERGY, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 9 - COMMITMENTS AND CONTINGENCIES:

Operating Lease

On March 7, 2014, the Company entered into a two year lease agreement for 6,358 square feet of office space in Cucamonga, California at base rent of $3,815 per month through April 6, 2018. The Company previously leased its space on a month-to-month basis.

Rent expense charged to operations for the year ended December 31, 2014 and 2013 was $53,947 and $3,325, respectively.

Project Warranties

Generally, a project is guaranteed against defects in material and workmanship for one year from the date of completion, while certain areas of construction and materials may have guarantees extending beyond one year. The Company has various insurance policies relating to the guarantee of completed work, which in the opinion of management will adequately cover any potential claims.

The cost of materials has begun to rise. It is at least reasonably possible that the cost of materials included in the estimates-to-complete contracts in progress will increase over the next six months. However, an estimate of the possible increase cannot be made at this time.

Litigation

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not party to any such legal proceedings that believes will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

NOTE 10 – CONCENTRATIONS:

Major Customers

The Company has three major customers for the period ended December 31, 2014. The customers represent 21%, 15%, and 13% of billings in 2014. The contract receivable balance for the customers was $93,089, $542,271 and $0 at December 30, 2014.

The Company has three major customers for the year ended December 31, 2013. The customers represent 54%, 23% and 12% of billings in 2013. The contract receivable balance for the customers was $0, $0 and $11,871 at December 31, 2013.

MD ENERGY, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 10 – CONCENTRATIONS (CONTINUED):

Major Suppliers

The Company has four major vendors for the year ended December 31, 2014. The vendors represent 29%, 23%, 13% and 11% of total expenses in 2014. The accounts payable balance due to the vendors is $325,748, $0, $4,680 and $0 at December 31, 2014. Management believes no risk is present with the vendors due to other suppliers being readily available.

The Company has three major vendors for the year ended December 31, 2013. The vendors represent 15%, 13% and 12% of total expenses in 2013. The accounts payable balance due to the vendors is $69,300, $0 and $0 at December 31, 2013.

NOTE 11 - INCOME TAXES:

The Company is a limited liability company and is recognized as a partnership for federal and state income tax purposes. All items of income and expense are passed through to the members to report on their individual income tax returns. The Company incurs and pays no income tax. For the year ended December 31, 2014 and 2013 income tax expense consists of state franchise taxes of $800.

NOTE 12 - PROFIT SHARING PLAN:

Effective October 7, 2013, the Company adopted a qualified profit sharing plan with a 401 (k) deferred compensation provision. All employees are eligible to participate in the Company's profit sharing plan and 401(k) plan when they reach an entry date of the plan coinciding with or next following their date of hire. The Company contributions to the plan are discretionary matching equal to a percentage of the amount of the salary deduction an employee elects to defer, to be determined each year by the Company. The Company elected to match 100% of employee-deferred salary up to 4% of employee deferrals. The Company may make a discretionary profit sharing contribution to be determined each year by the Company. The Company made no discretionary profit sharing contributions in 2014 and 2013. For the year ended December 31, 2014 and 2013, the matching expense allocated to general and administrative expenses for the plan were $4,243 and $4,000, respectively.

NOTE 13 - SUBSEQUENT EVENTS:

Management has evaluated subsequent events through March 19, 2015, the date on which the financial statements were available to be issued.

On February 28, 2015, the Company closed an Asset Purchase Agreement with Solar3D Inc. (“the Buyer”) for the sale and purchase of substantially all of the Company’s assets. As consideration for the sale of all of the Company’s assets, the Buyer will pay $3,500,000 plus or minus the applicable working capital surplus or working capital deficit. The Buyer will also assume the liabilities to the extent from goods or services received by the Buyer on or after the closing. The Buyer will pay $850,000 in cash, and $2,650,000 of which is payable in installments over a period of five years after the closing date, pursuant to a convertible promissory note bearing simple interest at the rate of 4% per annum.

EXHIBIT 99.2

SOLAR3D, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Solar3D, Inc. (the “Company”) and MD Energy, LLC (MDE) after entering into an agreement on November 3, 2014, as amended on January 7, 2015 and on February 28, 2015, giving effect to the Company’s acquisition of MDE which was consummated on March 2, 2015. The notes to the unaudited pro forma condensed financial information describes the reclassifications and adjustments to the financial information presented.

The unaudited pro forma condensed combined balance sheet and the statement of operations for the year ended December 31, 2014 are presented as if the acquisition of MDE had occurred on January 1, 2014 and were carried forward through the period presented.

The allocation of the purchase price used in the unaudited pro forma condensed combined financial information is based upon the respective fair values of the assets and liabilities of MDE as of the date of acquisition.

The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that the Company would have reported had the MDE acquisition been completed as of the dates presented, and should not be taken as a representation of the Company’s future consolidated results of operation or financial position.

The unaudited pro forma condensed consolidated financial statements do not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition. The unaudited pro forma condensed consolidated financial data also do not include any integration costs, cost overlap or estimated future transaction costs, except for fixed contractual transaction costs that the companies expect to incur as a result of the acquisition.

The historical financial information has been adjusted to give effect to events that are directly attributable to the Acquisition, factually supportable and, with respect to the statements of operations, expected to have a continuing impact on the results of the combined company. These unaudited pro forma consolidated financial statements should be read in conjunction with the historical financial statements and

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of the Company and MDE included in the annual report on form 10K for the year ended December 31, 2014 and contained elsewhere in this Form 8-K/A.

SOLAR3D, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2014

						ProForma
						Adjustments				ProForma
	SOLAR3D			MDE		(Unaudited)				(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	414,123		$	402,890	$	(850,000	)		$	(32,987	)
Accounts receivable		2,023,497			-		-				2,023,497
Contracts receivable		-			968,734		-				968,734
Inventory		22,947			-		-				22,947
Costs and estimated earnings in excess of billings		1,276,677			249,867		-				1,526,544
Prepaid expense		280,996			-		-				280,996
Other receivable		-			28,614		-				28,614
TOTAL CURRENT ASSETS		4,018,240			1,650,105		(850,000	)			4,818,345

PROPERTY & EQUIPMENT, at cost		84,208			75,763		-				159,971

OTHER ASSETS
Security deposit		19,500			-		-				19,500
Goodwill		2,599,268			-		2,328,453		(A)		4,927,721
TOTAL OTHER ASSETS		2,618,768			-		2,328,453				4,947,221

TOTAL ASSETS	$	6,721,216		$	1,725,868	$	1,478,453			$	9,925,537

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,970,948		$	463,103	$	-				2,434,051
Billings in excess of costs and estimated earnings		891,633			14,758		-				906,391
Customer deposits		51,613			-		-				51,613
Other liabilities		-			16,885		-				16,885
Derivative liability		68,521			-		-				68,521
Convertible promissory note, net of beneficial conversion feature of $234,042		890,958			-		-				890,958
Convertible promissory note payable, net of discount $627		887,373			-		2,650,000		(C)		3,537,373
TOTAL CURRENT LIABILITIES		4,761,046			494,746		2,650,000				7,905,792

LONG TERM LIABILITIES
Notes payable, net of current portion		-			59,575		-				59,575

SHAREHOLDERS' EQUITY
Common stock, $.001 par value; 1,000,000,000 authorized shares; 356,269,069 shares issued and outstanding		14,016			-		-				14,016
Additional paid in capital		42,765,589			-		-				42,765,589
Members' Equity		-			1,171,547		(1,171,547	)	(B)		-
Accumulated deficit		(40,819,435	)		-		-				(40,819,435	)
TOTAL SHAREHOLDERS' EQUITY		1,960,170			1,171,547		(1,171,547	)			1,960,170

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	6,721,216		$	1,725,868	$	1,478,453			$	9,925,537

See notes to unaudited pro forma condensed combined financial information.

SOLAR3D, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2014

							ProForma
							Adjustments				ProForma
	SOLAR3D			MDE			(Unaudited)				(Unaudited)

REVENUE	$	20,189,555		$	7,179,274		$	-			$	27,368,829
COST OF REVENUES		14,578,480			5,645,356			-				20,223,836
GROSS PROFIT		5,611,075			1,533,918			-				7,144,993

OPERATING EXPENSES
Selling and marketing expense		1,574,999			-			-				1,574,999
General and administrative expenses		3,602,252			729,223			-				4,331,475
Research and development		112,518			-			-				112,518
Depreciation and amortization expense		10,234			8,955			-				19,189

TOTAL OPERATING EXPENSES		5,300,003			738,178			-				6,038,181

LOSS FROM OPERATIONS		311,072			795,740			-				1,106,812

OTHER INCOME/(EXPENSES)
Interest income		-			7,267			-				7,267
Gain/(loss) on change in derivative liability		(20,770,490	)		-			-				(20,770,490	)
Gain/(Loss) on settlement of debt		(186,636	)		-			-				(186,636	)
Other expense		(33,087	)		-			-				-
State franchise taxes		-			(800	)		-				(800	)
Interest expense		(4,193,187	)		-			(104,000	)	(D)		(4,297,187	)

TOTAL OTHER INCOME/(EXPENSES)		(25,183,400	)		6,467			(104,000	)			(25,280,933	)

NET LOSS	$	(24,872,328	)	$	802,207		$	(104,000	)		$	(24,174,121	)


BASIC AND DILUTED LOSS PER SHARE	$	(0.09	)	$	-		$	-			$	(0.08	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC AND DILUTED		284,426,783			-			-				284,426,783

See notes to unaudited pro forma condensed combined financial information.

SOLAR3D

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed statements of operations for the year ended December 31, 2014, are based on the historical financial statements of Solar3D, Inc. (the ”Company”) and MD Energy, LLC (MDE) after giving effect to the Company’s acquisition that was consummated on March 2, 2015 and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.

The Company accounts for business combinations pursuant to Accounting Standards Codification ASC 805, Business Combinations. In accordance with ASC 805, the Company uses it best estimates and assumptions to accurately assign fair value to the assets acquired and the liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of the purchase consideration over the fair value of the assets acquired and the liabilities assumed.

The fair values assigned to MDE’s assets acquired and liabilities assumed are based on management’s estimates and assumptions. The estimated fair values of these assets acquired and liabilities assumed are considered preliminary and are based on the information that was available as of the date of acquisition. The Company believes that the information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but is waiting for additional information, primarily related to estimated values of current and non current income taxes payable and deferred taxes, which are subject to change, pending the finalization of certain tax returns. The Company expects to finalize the valuation of the assets and liabilities as soon as practicable, but not later than one year from the acquisition date.

Accounting Periods Presented

For purposes of these unaudited pro forma condensed combined financial information, MDE’s historical financial statements for the year ended December 31, 2014, have been aligned to more closely conform to the Company’s financial information, as explained below. Certain pro forma adjustments were made to conform MDE’s accounting policies to the Company’s accounting policies as noted below.

The unaudited pro forma condensed combined balance sheet and statement of operations as of and for year ended December 31, 2014 are presented as if the acquisition of MDE had occurred on January 1, 2014 and were carried forward through each of the period presented.

Reclassifications

The Company reclassified certain accounts in the presentation of MDE’s historical financial statements in order to conform to the Company’s presentation.

2. ACQUISITION OF MD ENERGY, LLC

On March 2, 2015, the Company acquired 100% of the tangible and intangible assets of MD Energy, LLC (MDE) in a transaction accounted for under ASC 805, for cash in the amount of $850,000, and a convertible promissory note for $2,650,000. MDE designs, arranges financing, monitors and maintains solar systems, but outsources the physical construction of the systems. The acquisition is designed to enhance our services for solar technology. MDE is now a wholly-owned subsidiary of the Company.

2. ACQUISITION OF MD ENERGY, LLC (Continued)

Under the purchase method of accounting, the transactions will be valued for accounting purposes at $3,500,000, which will be the estimated fair value of the Company at date of acquisition. The assets and liabilities of MDE will be recorded at their respective fair values as of the date of acquisition, and the following table summarizes these values.

	Purchase Price Allocation
	December 31,
	2014
Assets acquired

Current Assets
Cash	$	402,890
Contract Receivables		968,734
Costs and Estimated Earnings in Excess of Billings		249,867
Other assets		28,614
Total Current Assets		1,650,105

Tangible Assets subject to depreciation
Machinery and Equipment, net of depreciation		75,763

Other Assets
Goodwill		2,328,453

Total assets acquired	$	4,054,321

Liabilities assumed

Accounts Payable and Accrued Expenses	$	463,103
Billings in Excess of Costs and Estimated Earnings		14,758
Other Liabilities		76,460
Total liabilities acquired		554,321

Net assets acquired	$	3,500,000

3. PRO FORMA ADJUSTMENTS

The following pro forma adjustments are included in the Company’s unaudited pro forma condensed combined financial information:

(A) To record the preliminary estimate of goodwill for the Company’s acquisition of MDE. The preliminary estimate of goodwill represents the excess of the purchase consideration over the estimated fair value of the assets acquired and the liabilities assumed.

(B) To eliminate MDE’s historical members interest.

(C) Record the purchase of 100% of MDE’s member interest through the cash payment of $850,000, and issuance of the convertible promissory note for $2,650,000.

(D) To record estimated interest expense related to the convertible promissory note of $2,650,000.