Unrivaled Brands (UNRVD) 8-K/A Entry into a Material Definitive Agreement

EXHIBIT 99.3

	Terra Tech Corp.			Blum Oakland			Proforma Adjustments			Proforma
Assets
Current Assets:
Cash	$	418,082		$	366,410		$	-		$	784,492
Accounts receivable, net		741,844			-			(98,304	)(1)		643,540
Prepaid expenses		147,230			-			-			147,230
Inventory		949,448			65,299			-			1,014,747
Total Current Assets		2,256,604			431,709			(98,304	)		2,590,009
Property, equipment and leasehold improvements, net		6,694,975			702,294			-			7,397,269
Intangible assets, net		118,932			-			-			118,932
Deposits		94,528			-			-			94,528
Total Assets	$	9,165,039		$	1,134,003		$	(98,304	)	$	10,200,738
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	1,119,459		$	213,471		$	(98,304	)(1)	$	1,234,626
Derivative liability		743,400			-			-			743,400
Accrued liabilities		917,363			1,584,220			-			2,501,583
Total Current Liabilities		2,780,222			1,797,691			(98,304	)		4,479,609
Long Term Liabilities
Deferred tax liability, net		44,000			95,717			-			139,717
Total Long Term Liabilities		44,000			95,717			-			139,717
Commitment and Contingencies
Stockholders' Equity
Preferred stock, Convertible Series A, Par value $0.001; authorized and issued 100 shares as of December 31, 2015 and 2014, respectively		-			-			-			-
Preferred stock, Convertible Series B, Par value $0.001; authorized 24,999,900 shares; issued and outstanding 16,300,000 and 15,500,000 shares as of December 31, 2015 and 2014, respectively		16,300			-			-			16,300
Common stock, Par value $0.001; authorized 350,000,000 shares; issued 303,023,744 and 197,532,892 shares as of December 31, 2015 and 2014, respectively		303,024			100			-			303,124
Additional paid-in capital		51,843,071			-			-			51,843,071
Accumulated Deficit		(45,952,109	)		(759,505	)		(278,713	)		(46,990,327	)
Total Terra Tech Corp. stockholders' equity (deficit)		6,210,286			(759,405	)		(278,713	)		5,172,168
Non-controlling interest		130,531			-			-			130,531
Total Stockholders' Equity		6,340,817			(759,405	)		(278,713	)		5,302,699
Total Liabilities and Stockholders' Equity (Deficit)	$	9,165,039		$	1,134,003		$	(377,017	)	$	9,922,025
_______________
Note 1 - Elimination of receivables and payables between entities.
Note 2 - Adjustment from proforma income statement.

The accompanying notes are an integral part of the consolidated condensed financial statements. 

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	Terra Tech Corp.			Blum Oakland			Proforma Adjustments			Proforma
Total Revenues	$	9,975,346		$	12,983,824		$	(683,516	)(1)	$	22,275,654
Cost of Goods Sold		8,958,475			10,709,576			(512,803	)(1)		19,155,248
		1,016,871			2,274,248			(170,713	)		3,120,406
Selling, general and administrative expenses		9,833,646			2,213,742			108,000	(2)		12,155,388
Income (loss) from operations		(8,816,775	)		60,506			(278,713	)		(9,034,982	)
Other Income (Expenses)
Amortization of debt discount		(696,180	)		-			-			(696,180	)
Loss on extinguishment of debt		(619,444	)		-			-			(619,444	)
Loss from derivatives issued with debt greater
than debt carrying value		(561,000	)		-			-			(561,000	)
Gain (Loss) on fair market valuation of derivatives		1,800,100			-			-			1,800,100
Interest Income (Expense)		(469,576	)		1,236			-			(468,340	)
Total Other Income (Expense)		(546,100	)		1,236			-			(544,864	)
Income (loss) before Provision of Income Taxes		(9,362,875	)		61,742			(278,713	)		(9,579,846	)
Provision for income taxes		44,000			636,628			-			680,628
Net Loss		(9,406,875	)		(574,886	)		(278,713	)		(10,260,474	)
Net Loss attributable to non-controlling interest		181,295			-			-			181,295
Net Loss attributable to Terra Tech Corp.	$	(9,225,580	)	$	(574,886	)	$	(278,713	)	$	(10,079,179	)

_____________

Note 1 - The revenue and cost of goods sold between Blum and IVXX have been eliminated.

Note 2 - The salaries to the Blum partners have been eliminated and replaced with the Platinum management agreement.

 

The accompanying notes are an integral part of the consolidated condensed financial statements.

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	Terra Tech Corp.			Blum			Proforma Adjustments		Proforma
Assets
Current Assets:
Cash	$	1,131,000		$	163,566		$	-	$	1,294,566
Accounts receivable, net		803,916			-			-		803,916
Prepaid expenses		19,368			525,217			-		544,585
Inventory		1,319,061			103,664			-		1,422,725
Total Current Assets		3,273,345			792,447			-		4,065,792
Property, equipment and leasehold improvements, net		7,314,449			681,896			-		7,996,345
Intangible assets, net		1,474,690			-			-		1,474,690
Deposits		90,636			-			-		90,636
Total Assets	$	12,153,120		$	1,474,343		$	-	$	13,627,463
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	1,394,387		$	177,228		$	-	$	1,571,615
Derivative liability		1,334,000			-			-		1,334,000
Accrued Liabilities		553,778			2,076,810			-		2,630,588
Total Current Liabilities		3,282,165			2,254,038			-		5,536,203
Long Term Liabilities
Long-term debt		1,250,000			-			-		1,250,000
Deferred tax liability, net		44,000			101,900			-		145,900
Total Long Term Liabilities		1,294,000			101,900			-		1,395,900
Commitment and Contingencies
Stockholders' Equity
Preferred stock, Convertible Series A, Par value $0.001; authorized and issued 100 shares as of March 31, 2016 and December 31, 2015, respectively		-			-			-		-
Preferred stock, Convertible Series B, Par value $0.001; authorized 24,968,000 shares as of March 31, 2016; authorized 24,999,900 shares as of December 31, 2015; issued and outstanding 16,150,000 and 16,300,000 as of  March 31, 2016 and December 31, 2015, respectively		16,150			-			-		16,150
Preferred stock, Convertible Series Q, Par value $0.001; authorized 21,600 shares as of March 31, 2016; no shares outstanding as of March 31, 2016		-			-			-		-
Preferred stock, Convertible Series Z, Par value $0.001; authorized 8,300 shares as of March 31, 2016; no shares outstanding as of March 31, 2016		-			-			-		-
Common stock, Par value $0.001; authorized 350,000,000 shares; issued 349,739,408 and 303,023,744 shares as of March 31, 2016 and December 31, 2015, respectively		349,740			-			-		349,740
Additional paid-in capital		57,176,915			10,100			-		57,187,015
Accumulated Deficit		(50,078,173	)		(891,695	)		-		(50,969,868	)
Total Terra Tech Corp. stockholders' equity (deficit)		7,464,632			(881,595	)		-		6,583,037
Non-controlling interest		112,323			-			-		112,323
Total Stockholders' Equity (Deficit)		7,576,955			(881,595	)		-		6,695,360
Total Liabilities and Stockholders' Equity (Deficit)	$	12,153,120		$	1,474,343		$	-	$	13,627,463

The accompanying notes are an integral part of the consolidated condensed financial statements.

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	Terra Tech Corp.			Blum			Proforma Adjustments			Proforma
Total Revenues	$	1,548,167		$	3,372,474		$	(16,076	)(1)	$	4,904,565
Cost of Goods Sold		1,414,193			2,912,104			(8,038	)(1)		4,318,259
		133,974			460,370			(8,038	)		586,306
Selling, general and administrative expenses		2,046,348			515,692			35,000	(2)		2,597,040
Loss from operations		(1,912,374	)		(55,322	)		(43,038	)		(2,010,734	)
Other Income (Expenses)
Amortization of debt discount		(94,406	)		-			-			(94,406	)
Loss on extinguishment of debt		(920,797	)		-			-			(920,797	)
Loss from derivatives issued with debt greater
than debt carrying value		-			-			-			-
Gain (Loss) on fair market valuation of derivatives		(1,160,700	)		-			-			(1,160,700	)
Interest Expense		(55,995	)		-			-			(55,995	)
Total Other Income (Expense)		(2,231,898	)		-			-			(2,231,898	)
Loss before Provision of Income Taxes		(4,144,272	)		(55,322	)		(43,038	)		(4,242,632	)
Provision for income taxes		-			76,868			-			76,868
Net Loss		(4,144,272	)		(132,190	)		(43,038	)		(4,319,500	)
Net Loss attributable to non-controlling interest		18,208			-			-			18,208
Net Loss attributable to Terra Tech Corp.	$	(4,126,064	)	$	(132,190	)	$	(43,038	)	$	(4,301,292	)

_______________
Note 1 - Sales and cost of goods sold between Terra Tech Corp. and Blum

Note 2 - Add new Platinum agreement less salaries paid to Blum partners.

The accompanying notes are an integral part of the consolidated condensed financial statements.  

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