Amended Current Report Filing (8-k/a)

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): December 2, 2015

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.)

1010 Winding Creek Road, Suite 100 Roseville, CA	95678
(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 August 6, 2015, Solar3D, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Plan B Enterprises, Inc., a California corporation and d/b/a Universal Racking Solutions (“Plan B”), Kirk R. Short and Elite Solar Acquisition Sub., Inc., a wholly owned subsidiary of the Company (the “Surviving Corporation”) whereby Plan B merged with and into the Surviving Corporation. The transactions contemplated by the Merger Agreement, as amended, closed on December 1, 2015.

Item 9.01 of our current report on Form 8-K filed on December 2, 2015 with respect to closing of the Merger Agreement is hereby amended to include financial statements of Plan B and pro forma financial information in accordance with Items 9.01(a) and (b).

Except as set forth in Item 9.01 below, no other changes are being made to our current report on Form 8-K filed on December 2, 2015.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of business acquired.

Plan B Enterprises, Inc. unaudited condensed financial statements for the nine months ended September 30, 2015 and 2014 and audited financial statements for the years ended December 31, 2014 and 2013, and related notes thereto.

(b) Pro forma financial information.

Pro Forma Financial Information as of and for the nine months ended September 30, 2015 and for the year ended December 31, 2014.

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger dated August 6, 2015 among Solar3D, Inc., Plan B Enterprises, Inc., d/b/a Universal Racking Solutions, Kirk R. Short and Elite Solar Acquisition Sub., Inc. (previously filed as an exhibit to the Company’s current report on Form 8-K filed on August 12, 2015)
2.2		Amendment No. I dated October 30, 2015 to Agreement and Plan of Merger among Solar3D, Inc., Plan B Enterprises, Inc., d/b/a Universal Racking Solutions, Kirk R. Short and Elite Solar Acquisition Sub., Inc. (previously filed as an exhibit to the Company’s current report on Form 8-K filed on November 2, 2015)
2.3		Amendment No. 2 dated November 30, 2015 to Agreement and Plan of Merger among Solar3D, Inc., Plan B Enterprises, Inc., d/b/a Universal Racking Solutions, Kirk R. Short and Elite Solar Acquisition Sub., Inc. (previously filed as an exhibit to the Company’s current report on Form 8-K filed on December 2, 2015)
3.1		Certificate of Designation of Series B Preferred Stock of the Company filed with the Secretary of State of Delaware on November 25, 2015 (previously filed as an exhibit to the Company’s current report on Form 8-K filed on December 2, 2015)
99.1		Plan B Enterprises, Inc. unaudited condensed financial statements for the nine months ended September 30, 2015 and 2014 and audited financial statements for the years ended December 31, 2014 and 2013, and related notes thereto.
99.2		Unaudited Pro forma combined financial statements of Solar3D, Inc. and Plan B Enterprises, Inc.

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: February 11, 2016				By: /s/ James B. Nelson
				Name: James B. Nelson
				Title: Chief Executive Officer

EXHIBIT 99.1

PLAN B ENTERPRISES, INC.

Unaudited Condensed Financial Statements

For the Nine Months Ended September 30, 2015 and 2014

PLAN B ENTERPRISES, INC.

INDEX TO FINANCIAL STATEMENTS

Condensed Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014	1

Unaudited Condensed Statements of Income for the Nine Months ended September 30, 2015 and 2014	2

Unaudited Condensed Statements of Stockholders’ Equity for the Nine Months ended September 30, 2015 and 2014	3

Unaudited Condensed Statements of Cash Flows for the Nine Months ended September 30, 2015 and 2014	4

Report of Independent Registered Public Accounting Firm	11

Balance Sheets as of December 31, 2014 and 2013	12

Statements of Income for the Years Ended December 31, 2014 and 2013	13

Statements of Stockholder Equity for the Years Ended December 31, 2014 and 2013	14

Statements of Cash Flows for the Years Ended December 31, 2014 and 2013	15

Notes to the Financial Statements	16

PLAN B ENTERPRISES, INC.

Condensed Balance Sheets

	September 30, 2015			December 31, 2014
	(unaudited)
ASSETS

Current Assets:
Cash and cash equivalents	$	669,152		$	339,381
Accounts receivable		2,715,371			285,981
Related party receivable - Plan D Enterprises		23,750			23,750
Employee loan receivable		4,200			4,200
Costs in excess of billings		1,097,465			95,144
Inventory		413,892			257,092
Prepaid expenses		-			48,000

Total Current Assets		4,923,830			1,053,548

Property and Equipment:
Property and equipment		647,164			642,787
Less: Accumulated depreciation		(218,580	)		(146,639	)

Net Property and Equipment		428,584			496,148

Total Assets	$	5,352,414		$	1,549,696

LIABILITIES AND STOCKHOLDER EQUITY

Current Liabilities:
Accounts payable	$	2,207,712		$	42,608
Customer deposits		-			29,105
Line of credit		137,340			196,477
Billings in excess of costs		1,765,743			228,974
Current portion of long-term debt		74,043			71,362

Total Current Liabilities		4,184,838			568,526

Long-Term Liabilities:
Long-term debt, net of current portion		206,014			261,647

Total Long-Term Liabilities		206,014			261,647

Total Liabilities		4,390,852			830,173

Stockholder Equity:

Common stock, no par value, 100,000 shares authorized, 1,000 shares issued and outstanding		37,217			37,217
Retained earnings		924,345			682,306

Total Stockholder Equity		961,562			719,523

Total Liabilities and Stockholder Equity	$	5,352,414		$	1,549,696

See the accompanying notes to these unaudited condensed financial statements.

PLAN B ENTERPRISES, INC.

Condensed Statements of Income

For The Nine Months Ended September 30, 2015 and 2014

(unaudited)

	2015			2014

Revenues	$	8,334,849		$	6,667,574

Costs of revenues		(6,705,080	)		(5,664,926	)

Gross Profit		1,629,769			1,002,648

Operating Expenses
General and administrative expenses		838,451			564,383

Total Operating Expenses		838,451			564,383

Income Before Other Income (Expenses)		791,318			438,265

Other Income (Expenses):
Gain on sale of assets		2,146			-
Interest Expense		(20,942	)		(9,517	)
Other income		3,740			10,608

Total Other (Expenses) Income		(15,056	)		1,091

Income Before Income Taxes		776,262			439,355

Income Tax Expense		(11,906	)		(1,479	)

Net Income	$	764,356		$	437,876

See the accompanying notes to these unaudited condensed financial statements.

PLAN B ENTERPRISES, INC.

Condensed Statements of Stockholder Equity

For the Nine Month Period Ended September 30, 2015

	Common stock				Retained
	Shares		Amount		Earnings			Total
Balance at December 31, 2014		1,000		37,217		682,306			719,523

Distributions to Stockholder		-		-		(522,317	)		(522,317	)

Net income		-		-		764,356			764,356

Period ended September 30, 2015 (unaudited)		1,000	$	37,217	$	924,345		$	961,562

See the accompanying notes to these unaudited condensed financial statements.

PLAN B ENTERPRISES, INC.

Condensed Statements of Cash Flows

For The Nine Months Ended September 30, 2015 and 2014

(unaudited)

	2015			2014

Cash Flows From Operating Activities:
Net income	$	764,356		$	437,876
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		78,597			57,886
(Gain) on sale of asset		(2,146	)		-
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts receivable		(2,429,390	)		(192,073	)
Employee loan receivable		-			(4,200	)
Costs in excess of billings		(1,002,321	)		(156,183	)
Inventory		(156,800	)		(231,952	)
Prepaid expenses		48,000			1,600
Increase (Decrease) in:
Accounts payable		2,165,105			397,942
Customer deposits		(29,105	)		-
Billings in excess of costs		1,536,769			91,274

Net Cash Provided by Operating Activities		973,065			402,170

Cash Flows From Investing Activities:
Acquisition of property and equipment		(14,888	)		(285,102	)
Proceeds from asset sale		6,000			-

Net Cash (Used in) Investing Activities		(8,888	)		(285,102	)

Cash Flows From Financing Activities:
(Payments to) proceeds from line of credit		(59,137	)		178,396
(Payments to) bank overdraft		-			(8,787	)
Proceeds from long-term borrowings		-			380,593
Payments on long-term borrowings		(52,952	)		(34,540	)
Stockholder distributions		(522,317	)		(335,962	)

Net Cash (Used in) Provided by Financing Activities		(634,406	)		179,700

Net Increase in Cash and Cash Equivalents		329,771			296,768

Cash and Cash Equivalents, Beginning of Year		339,381			250

Cash and Cash Equivalents, End of Year	$	669,152		$	297,018

Supplemental Disclosures of Cash Flow Information:
Interest paid	$	20,786		$	8,997

California state income taxes paid	$	18,760		$	1,479

See the accompanying notes to these unaudited condensed financial statements.

PLAN B ENTERPRISES, INC.

Condensed Notes to Financial Statements

September 30, 2015 and 2014

(unaudited)

1. ORGANIZATION AND LINE OF BUSINESS

Organization

Plan B Enterprises, Inc. (d/b/a Elite Solar & Universal Racking Solutions) (the Company) was incorporated in the State of California on August 24, 2011. The Company operations are based in Durham, California.

Nature of Business

The Company designs and installs photovoltaic systems for residential, commercial, agricultural, and municipal customers.

The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information refer to the audited financial statements and footnotes thereto included in the Company's audited report for the year ended December 31, 2014 and 2013.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

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 the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction Type and Certain Production Type Contracts. Under this method, revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor, and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss in a contract is foreseen, the Company will recognize the loss as it is determined. The Asset, “Costs in excess of billings”, represents costs and revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billings in excess of costs”, represents billings in excess of costs and revenues recognized on contracts in progress.

While construction contracts are the primary source of income for the Company, the Company also sells racking system materials and supplies to third parties. Revenues and expenses related to this activity are recognized on the accrual basis of accounting.

Accounts Receivable

The Company performs ongoing credit evaluation of its customers. Management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information, and records bad debts using the direct write-off method. Generally accepted accounting principles require the allowance method be used to reflect bad debts, however, the effect of the use of the direct write-off

PLAN B ENTERPRISES, INC.

Condensed Notes to Financial Statements

September 30, 2015 and 2014

(unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)

method is not materially different from the results that would have been obtained had the allowance method been followed. Accounts receivable are presented net of an allowance for doubtful accounts of $0 at September 30, 2015 and December 31, 2014.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits with banks, and all highly liquid investments with original maturities of three months or less.

Concentration Risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The company has not experienced any losses in such accounts and believes it is not exposed to any significant risk in these accounts. At September 30, 2015 and December 31, 2014, there were approximately $242,000 and $0, respectively, in cash balances over the federal insurance limit.

Inventory

Inventory is valued at lower of cost or market and is determined by the average cost method and it consists of finished goods.

Property and Equipment

Property and equipment are stated at cost, and expenditures for additions, improvements, and betterments, if material, are generally capitalized. Normal repairs and maintenance are expensed. The cost of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts and the resulting gain or loss is reflected in the statement of income.

Depreciation on property and equipment is computed using the straight-line method over estimated useful lives as follows:

Furniture and equipment	5 – 7 Years
Construction equipment	5 – 7 Years
Vehicles	5 – 7 Years
Leasehold improvements	7 – 15 Years

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

PLAN B ENTERPRISES, INC.

Condensed Notes to Financial Statements

September 30, 2015 and 2014

(unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)

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).

Advertising

The Company expenses advertising costs as they are incurred. Advertising expense amounted to $10,621 and $8,431 for the nine months ended September 30, 2015 and 2014, respectively.

Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 – Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company to be entitled in exchange for those goods and services. This ASU, for non-public companies, is effective for years beginning after December 15, 2018, and to interim periods within two years beginning after December 15, 2019, and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of this standard.

There are various other 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.

3. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts at September 30, 2015 and December 31, 2014 are summarized as follows:

	September 30, 2015			December 31, 2014

Costs incurred on uncompleted contracts	$	4,368,909		$	7,348,709
Estimated earnings on uncompleted contracts		1,502,343			2,458,485

		5,871,252			9,807,194
Billings to date		(6,539,530	)		(9,941,024	)

	$	(668,278	)	$	(133,830	)

Included in the accompanying balance sheet under the following captions:

	September 30, 2015			December 31, 2014

Costs and earnings in excess of contract billings	$	1,097,465		$	95,144
Less: Billings on contracts		(1,765,743	)		(228,974	)

	$	(668,278	)	$	(133,830	)

PLAN B ENTERPRISES, INC.

Condensed Notes to Financial Statements

September 30, 2015 and 2014

(unaudited)

4. RELATED PARTY RECEIVABLE – PLAN D ENTERPRISES

Plan D Enterprises is a single member limited liability company (LLC). The member owner of this LLC is the same individual owning 100% of the Company’s outstanding stock. The $23,750 receivable, reported on the balance sheet, relates to funds advanced by the Company to the LLC for the purpose of real property acquisition.

5. PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows at September 30, 2015 and December 31, 2014:

	September 30, 2015			December 31, 2014

Furniture and equipment	$	64,512		$	60,400
Construction equipment		361,845			354,293
Vehicles		207,411			214,698
Leasehold improvements		13,396			13,396

Subtotal		647,164			642,787
Less: Accumulated depreciation		(218,580	)		(146,639	)

Net Property and Equipment	$	428,584		$	496,148

Depreciation expense for the nine months ended September 30, 2015 and 2014 was $78,597 and $57,886, respectively.

6. LINE OF CREDIT

To provide for short-term cash requirements, the Company established a line of credit on March 10, 2014 with Tri Counties Bank to borrow up to $200,000 maturing on March 10, 2016. The minimum monthly payment is dependent upon the outstanding balance due. This is a variable rate revolving line of credit with a minimum interest rate of 4.750%. The outstanding balances, at September 30, 2015 and December 31, 2014, were as follows:

	September 30, 2015		December 31, 2014

Outstanding balance due	$	137,340	$	196,477

PLAN B ENTERPRISES, INC.

Condensed Notes to Financial Statements

September 30, 2015 and 2014

(unaudited)

7. LONG-TERM DEBT

Long-term borrowings are summarized as follows:

	September 30, 2015			December 31, 2014

Business loan agreement with Tri Counties Bank
dated March 14, 2014, in the original amount of
$130,593, bearing interest at 4.950%. The loan
agreement calls for monthly payments of $2,466.12
and is scheduled to mature on March 14, 2019.
Proceeds from the loan were used to purchase
a pile driver and related equipment. The loan is
secured by the equipment.	$	94,673		$	112,855

Business loan agreement with Tri Counties Bank
dated April 9, 2014, in the original amount of
$250,000, bearing interest at 4.950%. The loan
agreement calls for monthly payments of $4,720.64
and is scheduled to mature on April 9, 2019.
Proceeds from the loan were used to purchase
racking inventory and related equipment. The loan
is secured by the inventory and equipment.		185,384			220,154

Subtotal		280,057			333,009
Less: Current portion		(74,043	)		(71,362	)

Long-term portion	$	206,014		$	261,647

The annual requirements to amortize long-term debt outstanding, as of September 30, 2015, are as follows:

	Principal		Interest		Total

2016	$	74,043	$	12,198	$	86,241
2017		77,793		8,448		86,241
2018		81,732		4,509		86,241
2019		46,489		734		47,223

Totals	$	280,057	$	25,889	$	305,946

8. PURCHASE AGREEMENT

On April 7, 2014, the Company entered into a purchase agreement with Creotecc, LLC to purchase all their inventory and fixed assets for a cash price of $250,000. The Company took out a business loan with Tri Counties Bank dated April 9, 2014 for payment under this purchase agreement, see Note 8. The purchase price was allocated to inventory of $221,033 and fixed assets of $28,967. The Company assumed no liabilities, employees or customer contracts.

PLAN B ENTERPRISES, INC.

Condensed Notes to Financial Statements

September 30, 2015 and 2014

(unaudited)

9. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through December 18, 2015, the date that the condensed financial statements were available to be issued. No additional subsequent events have been identified that would require adjustment of or disclosure in the accompanying financial statements.

Solar3D, Inc. Purchase Agreement

On August 12, 2015, Solar3D, Inc., a provider of solar power solutions and the developer of a proprietary high efficiency solar cell, announced that it signed a definitive agreement to acquire 100% of the Company. The acquisition transaction closed on December 1, 2015. Solar3D paid $7 million for the Company, with $2.5 million paid in cash and 1,506,024 in Solar3D’s Series B Preferred Stock valued at $4.5 million. Following the acquisition, a new wholly owned subsidiary of Solar3D will be formed to continue operations.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholder of

Plan B Enterprises, Inc.

We have audited the accompanying balance sheets of Plan B Enterprises, Inc. (the "Company") as of December 31, 2014 and 2013, and the related statements of income, stockholder equity, 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 audit.

We conducted our audit 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 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 years then ended, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 10 to the financial statements, the Company’s sole shareholder signed a definitive agreement to sell his interest in the Company to Solar3D, Inc. The transaction closed on December 1, 2015.


	/s/ Liggett, Vogt & Webb, P.A
New York, New York
December 8, 2015

PLAN B ENTERPRISES, INC.

Balance Sheets

December 31, 2014 and 2013

	2014			2013
ASSETS

Current Assets:
Cash and cash equivalents	$	339,381		$	250
Accounts receivable, net		285,981			452,666
Related party receivable - Plan D Enterprises		23,750			23,750
Employee loan receivable		4,200			-
Costs in excess of billings		95,144			55,663
Inventory		257,092			-
Prepaid expenses		48,000			1,600

Total Current Assets		1,053,548			533,929

Property and Equipment
Property and equipment		642,787			299,458
Less: Accumulated depreciation		(146,639	)		(90,628	)

Net Property and Equipment		496,148			208,830

Total Assets	$	1,549,696		$	742,759

LIABILITIES AND STOCKHOLDER EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	42,608		$	132,115
Bank overdraft		-			8,787
Customer deposits		29,105			-
Line of credit		196,477			18,081
Billings in excess of costs		228,974			202,348
Current portion of long-term debt		71,362			-

Total Current Liabilities		568,526			361,331

Long-Term Liabilities:
Long-term debt, net of current portion		261,647			-

Total Long-Term Liabilities		261,647			-

Total Liabilities		830,173			361,331


Commitments and Contingencies

Stockholder Equity:
Common stock, no par value, 100,000 shares authorized, 1,000 shares issued and outstanding		37,217			37,217
Retained earnings		682,306			344,211

Total Stockholder Equity		719,523			381,428

Total Liabilities and Stockholder Equity	$	1,549,696		$	742,759

See the accompanying notes to these financial statements.

PLAN B ENTERPRISES, INC.

Statements of Income

For The Years Ended December 31, 2014 and 2013

	2014			2013

Revenues	$	8,098,351		$	3,167,225

Costs of revenues		6,577,533			2,452,350

Gross Profit		1,520,818			714,875

Operating Expenses
General and administrative expenses		845,776			470,751

Total Operating Expenses		845,776			470,751

Net Income Before Other Income (Expenses)		675,042			244,124

Other Income (Expenses):
(Loss) on sale of assets		(676	)		-
Interest Expense		(20,110	)		(1,425	)
Other income		12,230			-

Total Other Income (Expenses)		(8,556	)		(1,425	)

Income Before Income Taxes		666,486			242,699

Income Tax Expense		(11,905	)		(1,477	)

Net Income	$	654,581		$	241,222

See the accompanying notes to these financial statements.

PLAN B ENTERPRISES, INC.

Statements of Stockholder Equity

For the Years Ended December 31, 2014 and 2013

	Common stock				Retained
	Shares		Amount		Earnings			Total
Balance at January 1, 2013		1,000	$	37,217	$	108,140		$	145,357

Distributions to Stockholder's		-		-		(5,151	)		(5,151	)

Net income		-		-		241,222			241,222

Balance at December 31, 2013		1,000		37,217		344,211			381,428

Distributions to Stockholder's		-		-		(316,486	)		(316,486	)

Net income		-		-		654,581			654,581

Balance at December 31, 2014		1,000	$	37,217	$	682,306		$	719,523

See the accompanying notes to these financial statements.

PLAN B ENTERPRISES, INC.

Statements of Cash Flows

For The Years Ended December 31, 2014 and 2013

	2014			2013

Cash Flows From Operating Activities:
Net income	$	654,581		$	241,222
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		80,136			38,999
Loss on sale of asset		676			-
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts receivable		166,685			62,399
Advances		-			1,400
Related party receivable		-			422
Employee loan receivable		(4,200	)		-
Costs in excess of billings		(39,481	)		(44,271	)
Inventory		(257,092	)		-
Prepaid expenses		(46,400	)		11,176
Increase (Decrease) in:
Accounts payable and accrued expenses		(89,508	)		87,804
Customer deposits		29,105			-
Line of credit		-			-
Stockholder loan payable		-			-
Billings in excess of costs		26,626			(238,520	)

Net Cash Provided by Operating Activities		521,128			160,631

Cash Flows From Investing Activities:
Acquisition of property and equipment		(368,424	)		(87,909	)
Proceeds from asset sale		295			-

Net Cash (Used in) Investing Activities		(368,129	)		(87,909	)

Cash Flows From Financing Activities:
Proceeds from long-term borrowings		380,593			-
Payment of stockholder loan payable		-			(30,000	)
Payment of bank overdraft		(8,787	)		(29,097	)
Proceeds from (Payments to) line of credit		178,396			(8,467	)
Payments on long-term borrowings		(47,584	)		-
Stockholder distributions		(316,486	)		(5,151	)

Net Cash Provided by (Used in) Financing Activities		186,132			(72,715	)

Net Increase in Cash and Cash Equivalents		339,131			7

Cash and Cash Equivalents, Beginning of Year		250			243

Cash and Cash Equivalents, End of Year	$	339,381		$	250

Supplemental Disclosures of Cash Flow Information:
Interest paid	$	26,235		$	2,257

California state income taxes paid	$	1,996		$	960

See the accompanying notes to these financial statements.

PLAN B ENTERPRISES, INC.

Notes to Financial Statements

December 31, 2014 and 2013

1. ORGANIZATION AND LINE OF BUSINESS

Organization

Plan B Enterprises, Inc. (d/b/a Elite Solar & Universal Racking Solutions) (the “Company”) was incorporated as an S-Corporation in the State of California on August 24, 2011. The Company operations are based in Durham, California.

Nature of Business

The Company designs and installs photovoltaic systems for residential, commercial, agricultural, and municipal customers.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Revenue Recognition

Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor, and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss in a contract is foreseen, the Company will recognize the loss as it is determined. The Asset, “Costs in excess of billings”, represents costs and revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billings in excess of costs”, represents billings in excess of costs and revenues recognized on contracts in progress.

Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions 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, which are recognized in the period the revisions are determined.

Accounts Receivable

PLAN B ENTERPRISES, INC.

Notes to Financial Statements

December 31, 2014 and 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)

been followed. Accounts receivable are presented net of an allowance for doubtful accounts of $0 at December 31, 2014 and 2013.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits with banks, and all highly liquid investments with original maturities of three months or less.

Concentration Risk

Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The company has not experienced any losses in such accounts and believes it is not exposed to any significant risk in these accounts. At December 31, 2014 and 2013, there were no cash balances over the federal insurance limit.

Inventory

Inventory is valued at lower of cost or market and is determined by the first-in, first-out method and is comprised of finished goods.

Property and Equipment

Depreciation on property and equipment is computed using the straight-line method over estimated useful lives as follows:

Furniture and equipment	5 – 7 Years
Construction equipment	5 – 7 Years
Vehicles	5 – 7 Years
Leasehold improvements	7 – 15 Years

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.

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).

PLAN B ENTERPRISES, INC.

Notes to Financial Statements

December 31, 2014 and 2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (Continued)

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.

Advertising

The Company expenses advertising costs as they are incurred. Advertising expense amounted to $10,236 and $7,997 for December 31, 2014 and 2013, respectively.

Income Taxes

The Company elected S Corporation status effective January 1, 2012. Earnings and losses after that date are included in the personal income tax returns of the stockholder and taxed depending on personal tax strategies. For federal tax purposes, the Company will not incur income tax obligations, and the financial statements do not include a provision for federal income taxes.

The Company is required to pay California income taxes at the rate of 1.50% on net taxable income. Generally accepted accounting principles require a provision for income taxes in addition to the recognition of deferred tax assets and liabilities. However, the income tax expense reported in the financial statements only includes the actual tax return tax obligation for the respective year. This tax reporting determination does not materially vary from the reporting required by generally accepted accounting principles.

For the years ended December 31, 2014 and 2013, the California income tax expense totaled $11,905 and $1,477, respectively.

Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board (FASB) has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 – Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company to be entitled in exchange for those goods and services. This ASU, for non-public companies, is effective for years beginning after December 15, 2018, and to interim periods within two years beginning after December 15, 2019, and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of this standard.

3. COSTS AND ESTIMATED EARNINGS ON CONTRACTS

Costs and estimated earnings on contracts at December 31, 2014 and 2013 are summarized as follows:

	2014			2013

Costs incurred on contracts	$	7,348,709		$	2,961,195
Estimated earnings on contracts		2,458,485			1,036,923

		9,807,194			3,998,118
Billings to date		(9,941,024	)		(4,144,803	)

	$	(133,830	)	$	(146,685	)

PLAN B ENTERPRISES, INC.

Notes to Financial Statements

December 31, 2014 and 2013

3. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS – (Continued)

Included in the accompanying balance sheet under the following captions:

	2014			2013

Costs in excess of billings	$	95,144		$	55,663
Less: Billings in excess of costs		(228,974	)		(202,348	)

	$	(133,830	)	$	(146,685	)

4. RELATED PARTY RECEIVABLE – PLAN D ENTERPRISES

Plan D Enterprises. is a single member limited liability company (LLC). The member owner of this LLC is the same individual owning 100% of the Company’s outstanding stock. The $23,750 receivable, reported on the balance sheet, relates to funds advanced by the Company to the LLC for the purpose of real property acquisition.

5. PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows at December 31, 2014 and 2013:

	2014			2013

Furniture and equipment	$	60,400		$	20,586
Construction equipment		354,293			157,012
Vehicles		214,698			121,860
Leasehold improvements		13,396

Subtotal		642,787			299,458
Less: Accumulated depreciation		(146,639	)		(90,627	)

Net Property and Equipment	$	496,148		$	208,831

Depreciation expense for the years ended December 31, 2014 and 2013 was $80,136 and $38,999, respectively.

6. LINE OF CREDIT

To provide for short-term cash requirements, the Company established a line of credit on March 10, 2014 with Tri Counties Bank to borrow up to $200,000 maturing on March 10, 2015. The maturity date was subsequently extended to March 10, 2016. The Company paid off the outstanding balance on their line of credit in the prior year with Tri Counties Bank with proceeds from this line. The minimum monthly payment is dependent upon the outstanding balance due. This is a variable rate revolving line of credit with a minimum interest rate of 4.750%. The outstanding balances, at December 31, 2014 and 2013 were as follows:

	2014		2013


Tri Counties Bank - 2014 line of credit	$	196,477	$	-
Tri Counties Bank - 2013 line of credit		-		18,081
Outstanding balance due	$	196,477	$	18,081

PLAN B ENTERPRISES, INC.

Notes to Financial Statements

December 31, 2014 and 2013

7. LONG-TERM DEBT

Long-term borrowings are summarized as follows:

	2014			2013

Business loan agreement with Tri Counties Bank
dated March 14, 2014, in the original amount of
$130,593, bearing interest at 4.950%. The loan
agreement calls for monthly payments of $2,466.12
and is scheduled to mature on March 14, 2019.
Proceeds from the loan were used to purchase
a pile driver and related equipment. The loan is
secured by the equipment.	$	112,855		$	-

Business loan agreement with Tri Counties Bank
dated April 9, 2014, in the original amount of
$250,000, bearing interest at 4.950%. The loan
agreement calls for monthly payments of $4,720.64
and is scheduled to mature on April 9, 2019.
Proceeds from the loan were used to purchase
racking inventory and related equipment. The loan
is secured by the inventory and equipment.		220,154			-

Subtotal		333,009			-
Less: Current portion		(71,362	)

Long-term portion	$	261,647		$	-

The annual requirements to amortize long-term debt outstanding, as of December 31, 2014, are as follows:

	Amount		Interest		Total

2015	$	71,362	$	14,879	$	86,241
2016		74,975		11,266		86,241
2017		78,772		7,469		86,241
2018		82,761		3,480		86,241
2019		25,139		241		25,380

Totals	$	333,009	$	37,335	$	370,344

8. COMMITMENT AND CONTINGENCIES

Operating Leases

The Company has a month-to-month agreement with the shareholder of the Company for office space at its Durham, California location. Rent expense was $31,264 and $19,800 for the years ended December 31, 2014 and 2013, respectively.

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.

PLAN B ENTERPRISES, INC.

Notes to Financial Statements

December 31, 2014 and 2013

9. PURCHASE AGREEMENT

10. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through December 8, 2015, the date that the financial statements were available to be issued. No additional subsequent events have been identified that would require adjustment of or disclosure in the accompanying financial statements.

Solar3D, Inc. Purchase Agreement

EXHIBIT 99.2

SOLAR3D, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(In thousands, except share and per share data)

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Solar3D, Inc. (the “Company”) and Plan B Enterprises, Inc., d/b/a as Universal Racking and Elite Solar (Plan B) after entering into an agreement on August 12, 2015, as amended on October 30, 2015 and on November 30, 2015, to merge with Plan B which was consummated on December 1, 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 as of September 30, 2015 is presented as if the acquisition of Plan B had occurred on September 30, 2015. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2015 and the year ended December 31, 2014 are presented as if the acquisition of Plan B had occurred at the beginning of each 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 Plan B as of September 30, 2015.

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 Plan B 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 accompanying notes of Plan B (contained elsewhere in this Form 8-K) and the Company’s historical financial statements and accompanying notes appearing in its periodic SEC filings including the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and the quarterly report on the Form 10-Q for the three and nine months ended September 30, 2015. The adjustments that are included in the following unaudited pro forma combined financial statements are described in Note 3 below, which includes the numbered notes that are marked in those financial statements.

SOLAR3D, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2015

(In thousands, except share and per share data)

						ProForma				ProForma
	SOLAR3D			PLAN B		Adjustments				(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	9,259		$	669	$	(2,500	)	(C)	$	7,428
Restricted cash		37			-		-				37
Accounts receivable		6,688			2,715		-				9,403
Related party receivable		-			24		-				24
Employee loan receivable		-			4		-				4
Inventory		402			414		-				816
Costs in excess of billings		1,972			1,098		-				3,070
Other current assets		286			-		-				286
TOTAL CURRENT ASSETS		18,644			4,924		(2,500	)			21,068

PROPERTY & EQUIPMENT		194			428		-				622

OTHER ASSETS
Security deposit		38			-		-				38
Goodwill		5,893			-		6,039		(A)		11,932
TOTAL OTHER INCOME/(EXPENSES)		5,931			-		6,039				11,970

TOTAL ASSETS	$	24,769		$	5,352	$	3,539			$	33,660

LIABILITIES AND SHAREHOLDER EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	4,047		$	2,208	$	-			$	6,255
Billings in excess of costs		1,366			1,766		-				3,132
Customer deposits		149			-		-				149
Loans payable, current portion		17			74		-				91
Line of credit		-			137		-				137
Acquisition convertible promissory note, net of beneficial conversion feature of $2,085		1,415			-		-				1,415
Convertible promissory note payable, net of discount $0		850			-		-				850
TOTAL CURRENT LIABILITIES		7,844			4,185		-				12,029

LONG TERM LIABILITIES
Loan payable, long-term portion		48			206		-				254
Warranty liability		25			-		-				25
TOTAL LONG TERM LIABILITIES		73			206		-				279

TOTAL LIABILITIES		7,917			4,391		-				12,308

SHAREHOLDERS' EQUITY
Common stock, $.001 par value; 1,000,000,000 authorized shares; 17,788,483,shares issued and outstanding		18			37		(37	)	(B)		18
Preferred stock, $.001 par value; 5,000,000 authorized shares; 1,506,024 shares issued and outstanding		-			-		2		(C)		2
Additional paid in capital		57,776			-		4,498		(C)		62,274
Accumulated deficit		(40,942	)		924		(924	)	(B)		(40,942	)
TOTAL SHAREHOLDERS' EQUITY		16,852			961		3,539				21,352

TOTAL LIABILITIES SHAREHOLDERS' EQUITY	$	24,769		$	5,352	$	3,539			$	33,660

See notes to unaudited pro forma condensed combined financial information.

SOLAR3D, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(In thousands, except share and per share data)

							ProForma				ProForma
	SOLAR3D			PLAN B			Adjustments				(Unaudited)

REVENUE	$	36,394		$	8,334		$	-			$	44,728
COST OF REVENUE		25,670			6,705			-				32,375
GROSS PROFIT		10,724			1,629			-				12,353

OPERATING EXPENSES
Selling and marketing expense		3,918			-			-				3,918
General and administrative expense		5,902			838			70		(D)		6,810
Research and development		53			-			-				53
Depreciation and amortization expense		26			-			-				26

TOTAL FROM OPERATIONS		9,899			838			70				10,807

INCOME (LOSS) FROM OPERATIONS		825			791			(70	)			1,546

OTHER INCOME/(EXPENSES)
Other income		10			4			-				14
Gain on sale of asset		-			2			-				2
Gain/(loss) on change in fair value of derivative liability		68			-			-				68
Commitment fee		(3	)		-			-				(3	)
		(1,023	)		(21	)		-				(1,044	)

TOTAL OTHER INCOME/(EXPENSES)		(948	)		(15	)		-				(963	)

NET INCOME/(LOSS) BEFORE INCOME TAXES

Income tax expense		-			(12	)		-				(12	)

NET INCOME/(LOSS)	$	(123	)	$	764		$	(70	)		$	571


EARNING (LOSS) PER SHARE
Basic	$	(0.01	)	$	-		$	-			$	0.03
Diluted	$	(0.01	)	$	-		$	-			$	0.03

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic		16,670,146			-			-				16,670,146
Diluted		16,670,146			-			-				22,477,526

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

(In thousands, except share and per share data)

							ProForma				ProForma
	SOLAR3D			PLAN B			Adjustments				(Unaudited)

REVENUE	$	20,189		$	8,098		$	-			$	28,287
COST OF REVENUE		14,578			6,578			-				21,156
GROSS PROFIT		5,611			1,520			-				7,131

OPERATING EXPENSES
Selling and marketing expense		1,575			-			-				1,575
General and administrative expense		3,602			846			93		(D)		4,541
Research and development		113			-			-				113
Depreciation and amortization expense		10			-			-				10

TOTAL FROM OPERATIONS		5,300			846			93				6,239

INCOME (LOSS) FROM OPERATIONS		311			674			(93	)			892

OTHER INCOME/(EXPENSES)
Gain/(loss) on sale of asset		-			(1	)		-				(1	)
Gain/(loss) on change in derivative liability		(20,770	)		-			-				(20,770	)
Gain/(loss) on settlement of debt		(187	)		-			-				(187	)
Other income		-			12			-				12
Other expense		(33	)		-			-				(33	)
Interest expense		(4,193	)		(20	)		-				(4,213	)

TOTAL OTHER INCOME/(EXPENSES)		(25,183	)		(9	)		-				(25,192	)

NET INCOME/(LOSS) BEFORE INCOME TAXES

Income tax expense		-			(11	)		-				(11	)

NET INCOME/(LOSS)	$	(24,872	)	$	654		$	(93	)		$	(24,311	)


EARNING (LOSS) PER SHARE
Basic	$	(2.15	)	$	-		$	-			$	(2.10	)
Diluted	$	(2.15	)	$	-		$	-			$	(2.10	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic		11,589,412			-			-				11,589,412
Diluted		11,589,412			-			-				11,589,412

See notes to unaudited pro forma condensed combined financial information.

SOLAR3D

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(In thousands, except share and per share data)

1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed combined balance sheet as of September 30, 2015 and the unaudited pro forma condensed statements of operations for the nine months ended September 30, 2015, are based on the historical financial statements of Solar3D, Inc. (the “Company”) and Plan B Enterprise, LLC., d/b/a as Universal Racking and Elite Solar (Plan B) after giving effect to the Company’s acquisition that was consummated on December 1, 2015 and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined balance sheet and statement of operations for year ended December 31, 2014 are presented as if the acquisition of Plan B had occurred on January 1, 2014 and were carried forward through each of the period presented.

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 Plan B’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.

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 included in the annual report on form 10K for the year ended December 31, 2014 and on the quarterly report for the nine months ended September 30, 2015 and contained elsewhere in this Form 8-K/A.

Accounting Periods Presented

For purposes of these unaudited pro forma condensed combined financial information, Plan B’s historical financial statements for the year ended December 31, 2014 and nine months ended September 30, 2015, have been aligned to more closely conform to the Company’s financial information, as explained below. Certain pro forma adjustments were made to conform Plan B’s accounting policies to the Company’s accounting policies as noted below.

Reclassifications

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

2. ACQUISITION OF PLAN B ENTERPRISES, LLC

On December 1, 2015, the Company acquired 100% of the tangible and intangible assets of Plan B Enterprises, LLC., d/b/a Universal Racking and as Elite Solar (Plan B) in a transaction accounted for under ASC 805, for cash in the amount of $2,500, and 1,506,024 shares of Series B Preferred stock, for a total consideration of $7,000. Plan B designs, arranges financing, monitors and maintains solar systems. The acquisition is designed to enhance our services for solar technology. Plan B is now a wholly-owned subsidiary of the Company.

2. ACQUISITION OF PLAN B ENTERPRISES, LLC (Continued)

Under the purchase method of accounting, the transactions will be valued for accounting purposes at $7,000 which will be the estimated fair value of the Company at date of acquisition. The assets and liabilities of Plan B will be recorded at their respective fair values as of the date of acquisition, and the following table summarizes these values.

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 Plan B. 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 Plan B’s historical stockholder equity

(C) Record the purchase of 100% of Plan B’s interest through the cash payment of $2,500 and 1,506,024 shares of Series B Preferred stock valued at $4,500, for a total consideration of $7,000.

(D) To record of additional G&A expenses required of additional agreements with Plan B.