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

EXHIBIT 99.3b

Terra Tech Corp. and Blum

Pro Forma Balance Sheet

As of March 31, 2016

	Terra Tech						Pro Forma
	Corp			Blum			Adjustments			Pro Forma
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
Intangible assets - Blum Oakland								25,000,000	(2)		25,000,000
Deposits		90,636			-			-			90,636
Total Assets	$	12,153,120		$	1,474,343		$	25,000,000		$	38,627,463
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			43,038	(1)		2,673,626
Total Current Liabilities		3,282,165			2,254,038			43,038			5,579,241
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
Blum - Cash Contingency								2,088,000	(3)		2,088,000
Blum - Stock Contingency								8,512,000	(3)		8,512,000
Stockholders' Equity
Preferred stock, Convertible Series A, Par value $0.001;
authorized and issued 100 shares as of March 31, 2016		-			-			-			-
Preferred stock, Convertible Series B, Par value $0.001;
authorized 24,970,000 shares as of March 31, 2016;
issued and outstanding as of 21,867,172 as of March 31, 2016		16,150			-			5,717	(4)		21,867
Preferred stock, Convertible Series Q, Par value $0.001;
authorized 21,600 shares as of March 31, 2016;
12,639 shares outstanding as of March 31, 2016		-			-			13	(4)		13
Preferred stock, Convertible Series Z, Par value $0.001;
authorized 8,300 shares as of March 31, 2016;
5,385 shares outstanding as of March 31, 2016		-			-			5	(4)		5
Common stock, Par value $0.001; authorized 350,000,000
shares; issued 349,739,408 shares as of March 31, 2016		349,740			-						349,740
Additional paid-in capital		57,176,915			10,100			14,394,265	(4)		71,581,280
Accumulated Deficit		(50,078,173	)		(891,695	)		(43,038	)(1)		(51,012,906	)
Total Terra Tech Corp. stockholders' equity		7,464,632			(881,595	)		14,356,962			20,939,999
Non-controlling interest		112,323			-			-			112,323
Total Stockholders' Equity		7,576,955			(881,595	)		14,356,962			21,052,322
Total Liabilities and Stockholders' Equity	$	12,153,120		$	1,474,343		$	25,000,000		$	38,627,463

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Terra Tech Corp. and Blum

Proforma Statement of Operations

For the Quarter Ended March 31, 2016

	Terra Tech						Pro Forma
	Corp			Blum			Adjustments			Pro Forma
Total Revenues	$	1,548,167		$	3,372,474		$	(16,076	)(5)	$	4,904,565
Cost of Goods Sold		1,414,193			2,912,104			(8,038	)(5)		4,318,259
		133,974			460,370			(8,038	)		586,306
Selling, general and administrative expenses		2,046,348			515,692			35,000	(6)		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	)

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Note 1 - Adjustment from Pro Forma Statement of Operations.

Note 2 - Fair market value of assets acquired from Blum Oakland.

Note 3 - Cash and Stock Contingency expected to be paid and issued for Blum Oakland acquisition.

Note 4 - Preferred stock par value and additional paid in capital for the issuance of stock for the Blum acquisition.

Note 5 - Sales and cost of goods sold between Terra Tech Corp and Blum

Note 6 - Add new Platinum agreement less salaries paid to Blum partners.

 

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