Unrivaled Brands (UNRVD) 10-Q 9 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 06, 2017
Document And Entity Information
Entity Registrant Name	Terra Tech Corp.
Entity Central Index Key	1,451,512
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		877,250,081
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets:
Cash	$ 6,651,398	$ 9,749,572
Accounts Receivable	666,306	747,792
Inventory	4,481,793	1,909,330
Prepaid Expenses and Other Current Assets	6,457,920	704,721
Total Current Assets	18,257,417	13,111,415
Property, Equipment and Leasehold Improvements, Net	10,973,932	10,464,764
Intangible Assets, Net	28,960,102	23,627,098
Goodwill	28,921,260	28,921,260
Other Assets	244,804	54,193
TOTAL ASSETS	87,357,515	76,178,730
Current Liabilities:
Accounts Payable and Accrued Expenses	4,210,514	2,417,400
Derivative Liabilities	4,639,000	6,987,000
Short-Term Debt		564,324
Income Taxes Payable	557,859	615,830
Contingent Consideration		12,085,859
Total Current Liabilities	9,407,373	22,670,413
Long-Term Liabilities:
Long-Term Debt	2,133,904	1,354,352
Total Long-Term Liabilities	2,133,904	1,354,352
Total Liabilities	11,541,277	24,024,765
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, Par Value $0.001: 990,000,000 Shares Authorized as of September 30, 2017 and December 31, 2016; 863,733,855 and 553,863,812 Shares Issued and Outstanding as of September 30, 2017 and December 31, 2016, respectively	863,734	553,864
Additional Paid-In Capital	165,367,190	124,915,182
Accumulated Deficit	(91,229,689)	(72,870,999)
Total Terra Tech Corp. Stockholders' Equity	75,001,235	52,634,873
Non-Controlling Interest	815,003	(480,908)
Total Stockholders' Equity	75,816,238	52,153,965
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	87,357,515	76,178,730
Series A Preferred Stock [Member]
STOCKHOLDERS' EQUITY:
Preferred Stock, Value
Series B Preferred Stock [Member]
STOCKHOLDERS' EQUITY:
Preferred Stock, Value		$ 36,826

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Stockholders' Equity
Common stock, par value	$ 0.001	$ 0.001
Common stock, Authorized	990,000,000	990,000,000
Common stock, Issued	863,733,855	553,863,812
Common stock, Outstanding	863,733,855	553,863,812
Series A Preferred Stock [Member]
Stockholders' Equity
Preferred stock, Par value	$ 0.001	$ 0.001
Preferred stock, Authorized	100	100
Preferred stock, Issued	100	100
Preferred stock, Outstanding	100	100
Series B Preferred Stock [Member]
Stockholders' Equity
Preferred stock, Par value	$ 0.001	$ 0.001
Preferred stock, Authorized	49,999,900	49,999,900
Preferred stock, Issued	0	36,825,953
Preferred stock, Outstanding	0	36,825,953

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Consolidated Statements Of Operations
Total Revenues	$ 10,121,375	$ 6,950,365	$ 24,788,704	$ 18,198,441
Cost of Goods Sold	7,786,437	5,694,289	20,588,330	15,380,864
Gross Profit	2,334,938	1,256,076	4,200,374	2,817,577
Selling, General and Administrative Expenses	6,238,110	5,942,636	18,653,697	13,233,888
Loss from Operations	(3,903,172)	(4,686,560)	(14,453,323)	(10,416,311)
Other Income (Expense):
Amortization of Debt Discount	(490,068)	(610,089)	(1,616,338)	(922,621)
Impairment of Property	(138,037)		(138,037)
Loss on Extinguishment of Debt	(1,373,538)		(4,052,133)	(920,797)
Loss from Derivatives Issued with Debt Greater than Debt Carrying Value		(867,000)		(1,355,000)
Gain (Loss) on Fair Market Valuation of Derivatives	(1,475,900)	771,000	1,122,050	(595,700)
Interest Expense	(119,650)	(159,633)	(407,993)	(276,193)
Loss on Fair Market Valuation of Contingent Consideration			(4,426,047)
Gain on Settlement of Contingent Consideration			4,991,571
Total Other Income (Expense)	(3,597,193)	(865,722)	(4,526,927)	(4,070,311)
Loss Before Provision for Income Taxes	(7,500,365)	(5,552,282)	(18,980,250)	(14,486,622)
Provision for Income Taxes		410,300		791,300
Net Loss	(7,500,365)	(5,962,582)	(18,980,250)	(15,277,922)
Net (Gain) Loss Attributable to Non-Controlling Interest	(292,568)	374,823	621,560	629,861
NET LOSS ATTRIBUTABLE TO TERRA TECH CORP.	$ (7,792,933)	$ (5,587,759)	$ (18,358,690)	$ (14,648,061)
Net Loss Per Common Share Attributable to Terra Tech Corp. Common Stockholders - Basic and Diluted	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.04)
Weighted-Average Number of Common Shares Outstanding - Basic and Diluted	720,366,345	352,676,081	624,153,141	343,052,572

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (18,980,250)	$ (15,277,922)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
(Gain) Loss on Fair Market Valuation of Derivatives	(1,122,050)	595,700
Loss on Fair Market Valuation of Contingent Consideration	4,426,047
Gain on Settlement of Contingent Consideration (See Note 10)	(4,991,571)
Impairment of Property	138,037
Loss on Extinguishment of Debt	4,052,133	920,797
Amortization of Debt Discount	1,616,338	922,621
Depreciation and Amortization	2,687,994	1,653,791
Warrants Issued with Common Stock and Debt	211,534
Stock Issued for Compensation	1,526,286	715,039
Stock Issued for Director Fees	221,973	60,550
Stock Issued for Services	1,036,427	20,727
Stock Option Expense	439,599	142,766
Equity Instruments Issued with Debt Greater than Debt Carrying Value		1,355,000
Change in Allowance for Doubtful Accounts		102,253
Changes in Operating Assets and Liabilities:
Accounts Receivable	81,486	(432,798)
Inventory	(2,458,684)	(1,356,365)
Prepaid Expenses and Other Current Assets	(3,817,699)	434,824
Other Assets	(185,611)	(3,375)
Accounts Payable and Accrued Expenses	2,300,098	3,177,610
Income Taxes Payable	(57,971)	1,783,731
NET CASH USED IN OPERATING ACTIVITIES	(12,875,884)	(5,185,051)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Assumed in Black Oak Acquisition		163,566
Cash Paid for Acquisition, Net of Cash Acquired (See Note 4)	(4,113,779)
Purchase of Property, Equipment and Leasehold Improvements	(1,947,057)	(3,211,064)
Purchase of Intangible Assets Trade Names		(75,000)
NET CASH USED IN INVESTING ACTIVITIES	(6,060,836)	(3,122,498)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Notes Payable	11,500,000	4,928,650
Cash Paid for Debt Discount	(360,000)
Proceeds from Issuance of Common Stock	6,700,000	3,208,134
Proceeds from Exercise of Warrants		3,150,000
Payment of Contingent Consideration (See Note 10)	2,088,000
Cash Contribution from Non-Controlling Interest	86,546
NET CASH PROVIDED BY FINANCING ACTIVITIES	15,838,546	11,286,784
NET CHANGE IN CASH	(3,098,174)	2,979,235
Cash at Beginning of Period	9,749,572	418,082
CASH AT END OF PERIOD	6,651,398	3,397,317
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash Paid for Interest		16,500
Warrant Expense		142,766
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Settlement of Contingent Consideration	4,739,638
Gain on Settlement of Contingent Consideration Recorded Against Additional Paid-In Capital (See Note 10)	4,692,697
Fair Value of Debt Discount Recorded	7,881,000	2,824,000
Issuance of Common Stock for Debt and Interest Expense (See Note 9)	12,321,309	961,740
Fair Value of Shares Issued for Acquisition (See Note 4)	2,726,146
Fair Value of Shares Issued for Production Operating Agreement (See Note 14)	1,935,500
Warrants Issued for Debt Discount	169,225
Conversion of Series B Preferred Stock to Common Stock	33,146
Reclass of Non-Controlling Interest to Additional Paid-In Capital for the Acquisition of Additional Interest in Subsidiary (See Note 1)	$ 1,830,925

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 1. DESCRIPTION OF BUSINESS	Organization References in the notes to unaudited consolidated financial statements to “the Company”, “Terra Tech”, “we”, “us”, or “our” are intended to mean Terra Tech Corp., individually, or as the context requires, collectively with its subsidiaries on a consolidated basis. Through MediFarm, LLC, a Nevada limited liability company (“MediFarm”), MediFarm I, LLC, a Nevada limited liability company (“MediFarm I”), and MediFarm II, LLC, a Nevada limited liability company (“MediFarm II”), subsidiaries in which the Company owns interests, the Company operates and/or plans to operate medical marijuana dispensary facilities, cultivation, and production facilities in Nevada. Through Blüm San Leandro, a California corporation (“Blüm San Leandro”), the Company operates a medical marijuana retail dispensary and production facility in San Leandro, California. Through MediFarm So Cal Inc., a California mutual benefit corporation (“MediFarm SoCal”), the Company operates a medical marijuana retail dispensary in Santa Ana, California. Through MediFarm I Real Estate, LLC, a Nevada limited liability company (“MediFarm I RE”), the Company owns real property on which a medical marijuana dispensary is located and operated by MediFarm I. Through Black Oak Gallery, a California corporation (“Black Oak”), the Company operates a medical marijuana retail dispensary, a medical marijuana cultivation facility, and has a second medical marijuana cultivation facility in the early stages of construction, all in Oakland, California. Through IVXX, LLC, a Nevada limited liability company (“IVXX LLC”), and IVXX, Inc., a California corporation (“IVXX Inc”); together with IVXX LLC (“IVXX”), the Company’s wholly-owned subsidiary, the Company produces and sells a line of cannabis flowers, as well as a line of cannabis pure concentrates through Black Oak Gallery’s permit. The Company is a wholesale seller of locally grown hydroponic produce, herbs and floral products through its wholly-owned subsidiary, Edible Garden Corp., a Nevada corporation (“Edible Garden”). EG Transportation LLC, a Nevada limited liability company (“EG Transportation”), supports the distribution of Edible Garden product. On April 1, 2016, the Company acquired Black Oak. Black Oak operates a medical marijuana retail dispensary and cultivation in Oakland, California under the name Blüm, pursuant to that certain Agreement and Plan of Merger, dated December 23, 2015 (the “Merger Agreement”), with Generic Merger Sub, Inc., a California corporation and our wholly-owned subsidiary, and Black Oak. Since the Merger was completed on April 1, 2016, Black Oak’s financial results are included in our unaudited consolidated financial statements subsequent to that date. Due to changes in planned operations of the MediFarm dispensaries, the Company acquired an additional 38% ownership for no additional consideration during August 2017. Previously, the Company owned 60%. As of September 30, 2017, the Company has 98% ownership of MediFarm. In connection with the ownership change the Company recorded a $1,830,925 adjustment to additional paid in capital representing the change in non-controlling interest. On August 17, 2017, the Company formed a wholly owned legal entity, MediFarm SoCal, to acquire all assets of Tech Center Drive Management, LLC (“Tech Center Drive”) and 55 OC Collective, Inc. (“55 OC”). 55 OC owns and holds the cannabis dispensary license in the city of Santa Ana, California. Tech Center Drive manages and operates a dispensary under the license of 55 OC. On September 13, 2017, MediFarm SoCal acquired all of the assets of Tech Center Drive and 55 OC. The acquisition was accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805-10, “Business Combinations”; see “Note 4 – Acquisition”

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying interim unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Securities Exchange Commission (“SEC”) Form 10-Q and Article 10 of Regulation S-X of the Securities Act of 1933. The unaudited consolidated financial statements include the accounts of the Company and each of its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial position of the Company as of September 30, 2017, the consolidated results of operations for the three and nine months ended September 30, 2017 and 2016, and the consolidated results of cash flows for the nine months ended September 30, 2017 and 2017 have been included. These interim unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and, therefore, should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s most recent Annual Report on Form 10-K filed with the SEC. The December 31, 2016 balances reported herein are derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2016, filed with the SEC on October 27, 2017. The results for the interim periods are not necessarily indicative of results to be expected for the full year. Non-Controlling Interest Non-controlling interest is shown as a component of stockholders’ equity on the consolidated balance sheets and the share of income (loss) attributable to non-controlling interest is shown as a component of income (loss) in the unaudited consolidated statements of operations. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of total net revenue and expenses in the reporting periods. The Company regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, sales returns, inventory valuation, stock-based compensation expense, goodwill and purchased intangible asset valuations, deferred income tax asset valuation allowances, uncertain tax positions, tax contingencies, and litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results the Company experiences may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not affect net loss and stockholders’ equity. Inventory Inventory is stated at the lower of cost or market, with cost being determined on the first-in, first-out (“FIFO”) method of accounting. The Company periodically reviews physical inventory for excess, obsolete, and potentially impaired items and reserves. The reserve estimate for excess and obsolete inventory is based on expected future use. The reserve estimates have historically been consistent with actual experience as evidenced by actual sale or disposal of the goods. Prepaid Expenses and Other Current Assets Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include advertising, insurance, and service or other contracts requiring up-front payments. Property, Equipment and Leasehold Improvements, Net Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The approximate useful lives for depreciation of our property, equipment and leasehold improvements are as follows: thirty-two years for buildings; three to eight years for furniture and equipment; and the shorter of the estimated useful life or the underlying lease term for leasehold improvements. Repairs and maintenance expenditures that do not extend the useful lives of related assets are expensed as incurred. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” “Note 6 – Property, Equipment and leasehold Improvements, Net” Goodwill Goodwill is measured as the excess of consideration transferred and the net of the acquisition date fair value of assets acquired and liabilities assumed in a business acquisition. In accordance with ASC 350, “Intangibles—Goodwill and Other,” The Company reviews the goodwill allocated to each of our reporting units for possible impairment annually as of August 1 and whenever events or changes in circumstances indicate its carrying amount may not be recoverable. When assessing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company performs a two-step impairment test. If the Company concludes otherwise, then no further action is taken. The Company also has the option to bypass the qualitative assessment and only perform a quantitative assessment, which is the first step of the two-step impairment test. In the two-step impairment test, the Company measures the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. There were no events or changes in circumstances that indicated potential impairment of intangible assets during 2017, as such the Company determined that no adjustment to the carrying value of goodwill was required. Intangible Assets, Net Intangible assets continue to be subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment,” Customer Relationships 5 to 12 Years Trade Names 2 to 8 Years Dispensary License 14 Years Patent 2 Years Management Service Agreement 15 Years The Company reviews intangible assets quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Intangible assets that have indefinite useful lives are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount of the reporting unit exceeds its fair value. Long-Lived Assets Other long-lived assets continue to be subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment” “Note 6 – Property, Equipment and leasehold Improvements, Net” Other Assets Other assets are comprised primarily of security deposits for leased properties in California, Nevada and New Jersey. The deposits will be returned at the end of the lease term. Revenue Recognition The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition.” Cannabis Dispensary, Cultivation and Production The Company recognizes revenue from manufacturing and distribution product sales, upon transfer of title and risk to the customer, which occurs either at shipping (F.O.B. terms), or upon sell through, depending on the arrangement. Revenue from our retail dispensaries is recognized net of discounts, rebates, promotional adjustments, price adjustments and returns, and net of taxes collected from customers that are remitted to governmental authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority. Revenue is recorded upon transfer of title and risk to the customer, which occurs at the time customers take delivery of our products at our retail dispensaries. Upon purchase, the Company has no further performance obligations and collection is assured as sales are paid for at time of purchase. Revenue related to the sale of consignment inventory is not recognized until the product is pulled from inventory and sold directly to end-customers. The Company recognizes revenue from the sale of consignment inventory on a gross basis, as the Company has determined that: 1) the Company is the primary obligor to the customer; 2) the Company has latitude in establishing the sales prices and profit margins of its products; 3) the Company has discretion in selecting its suppliers; 4) the Company is responsible for loss or damage to consigned inventory; and 5) the Company’s customer validation process performs an important part of the process of providing such products to authorized customers. The Company believes that these factors outweigh the fact that the Company does not have title to the consigned inventory prior to its sale. Herbs and Produce Products The Company recognizes revenue from products grown in its greenhouses and sold net of discounts, rebates, promotional adjustments, price adjustments, and estimated returns and upon transfer of title and risk to the customer, which occurs at delivery (F.O.B. terms). Upon delivery, the Company has no further performance obligations, selling price is fixed, and collection is reasonably assured. Cost of Goods Sold Cannabis Dispensary, Cultivation and Production Cost of goods sold includes the costs directly attributable to product sales and includes amounts paid for finished goods, such as flower, edibles, and concentrates, as well as packaging and other supplies, fees for services and processing, other expenses for services, and allocated overhead. It also includes the cost incurred in producing the oils, waxes, shatters, and clears sold by IVXX. Overhead expenses include allocations of rent, administrative salaries, utilities, and related costs. Herbs and Produce Products Cost of goods sold include cultivation costs, packaging, other supplies and purchased plants that are sold into the retail marketplace by Edible Garden. Other expenses included in cost of goods sold include freight, allocations of rent, repairs and maintenance, and utilities. Advertising Expenses The Company expenses advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost”. Stock-Based Compensation The Company accounts for its stock-based awards in accordance with ASC Subtopic 718-10, “Compensation – Stock Compensation”, The Black-Scholes option-pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If the actual forfeiture rate is materially different from management’s estimates, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. Warrants ASC 815-40, “Contracts in Entity’s Own Equity” ASC 815, “Derivatives and Hedging” Income Taxes The provision for income taxes is determined in accordance with ASC 740, “Income Taxes” The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the unaudited consolidated statements of operations. Loss Per Common Share In accordance with the provisions of ASC 260, “Earnings Per Share”, Fair Value of Financial Instruments The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Level 2 – Level 3 – In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. We have not elected the fair value option for any eligible financial instruments. Recently Issued Accounting Standards FASB ASU 2017-04 (Topic 350), “Intangibles - Goodwill and Others” FASB ASU 2017-01 (Topic 805), “Business Combinations: Clarifying the Definition of a Business” FASB ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” “Statement of Cash Flows” FASB ASU No. 2016-02 (Topic 842), “Leases” FASB ASU No. 2014-09 (Topic 606), “Revenue from Contracts with Customers” “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” “Principal versus Agent Considerations (Reporting Gross versus Net)”, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” “Narrow-Scope Improvements and Practical Expedients” The Company expects to apply the guidance using the modified retrospective transition method. The Company does not expect the adoption of ASU 2014-09 to have a material impact on the Company’s financial position or results of operations but will result in additional disclosures regarding the Company’s revenue recognition policies. The Company also does not expect the adoption of ASU 2014-09 will require material or significant changes to its internal controls over financial reporting. In connection with the application of that guidance and the adoption of ASU 2014-09, the Company expects that it will expand its revenue recognition inquiries and update its questionnaires primarily to identify matters that would signal variable consideration implications under the new guidance.

CONCENTRATIONS OF BUSINESS AND

CONCENTRATIONS OF BUSINESS AND CREDIT RISK	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 3. CONCENTRATIONS OF BUSINESS AND CREDIT RISK	The Company maintains cash balances in several financial institutions that are insured by the Federal Deposit Insurance Corporation up to certain federal limitations. At times, the Company’s cash balance exceeds these federal limitations and it maintains significant cash on hand at certain of its locations. The Company has not historically experienced any material loss from carrying cash on hand. The Company provides credit in the normal course of business to customers located throughout the U.S. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information.

ACQUISITION

ACQUISITION	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 4. ACQUISITION	On September 13, 2017, the Company acquired all assets of Tech Center Drive and majority control of 55 OC. The acquisition of Tech Center Drive and 55 OC was accounted for in accordance with ASC 805-10, “ Business Combinations The purchase price allocation for the acquisition, as set forth in the table below, reflects various preliminary fair value estimates and analyses, including preliminary work performed by third-party valuation specialists, which are subject to change within the measurement period as valuations are finalized. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of certain tangible assets, the valuation of intangible assets acquired, and residual goodwill. The Company expects to continue to obtain information to assist in determining the fair value of the net assets acquired at the acquisition date during the measurement period. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the period of acquisition in the Company’s consolidated financial statements and, depending on the nature of the adjustments, other periods subsequent to the period of acquisition could also be affected. The Company acquired inventory, property, equipment and leasehold improvements, a security deposit and a management service agreement which allows for Tech Center Drive to purchase the medical marijuana dispensary license of 55 OC. As consideration for entering into the Asset Purchase Agreement, the Company paid $4,120,791 in cash, issued 9,500,206 shares of the Company’s common stock with a value of $2,090,046 on the closing date and issued 2,891,365 shares of the Company’s common stock with a value of $636,100 into an escrow account. The shares held in escrow are to be paid six months after the acquisition date subject to any amounts to be withheld related to working capital type adjustments. The Company is also due $7,012 from the sellers of Tech Center Drive for amounts paid in excess of the agreement, which will be settled six months after the closing date. The value of the shares issued were based on the closing value of the Company's common stock on September 13, 2017, which was $0.22 per share. The following table summarizes the acquisition with a purchase price of $6,839,925: Assets Acquired Inventory $ 113,779 Property, Equipment and Leasehold Improvements: Furniture and Equipment 52,829 Leasehold Improvements 46,737 Security Deposits 5,000 Management Service Agreement 6,621,580 Total Assets Acquired $ 6,839,925 The supplemental pro forma information, as if the acquisition had occurred on January 1, 2016, is as follows: Pro Forma Results of Operations Three Months Ended September 30, Nine Months Ended September 30, (Unaudited) (Unaudited) 2017 2016 2017 2016 Revenues $ 10,629,069 $ 7,895,506 $ 27,196,032 $ 19,700,614 Net Loss Attributable to Terra Tech Corp. $ (8,670,424 ) $ (5,602,487 ) $ (19,664,164 ) $ (14,724,160 ) Net Loss per Common Share Attributable to Terra Tech Corp. Common Stockholders - Basic and Diluted $ (0.01 ) $ (0.02 ) $ (0.03 ) $ (0.04 ) The supplemental pro forma information above is based on estimates and assumptions that we believe are reasonable. The pro forma information presented is not necessarily indicative of the consolidated results of operations in future periods or the results that would have been realized had the acquisition occurred on January 1, 2016. The supplemental pro forma results above exclude any benefits that may result from the acquisition due to synergies that are expected to be derived from the elimination of any duplicative costs.

INVENTORY

INVENTORY	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 5. INVENTORY	Raw materials consist of Edible Garden’s herb product lines and material for IVXX’s line of cannabis pure concentrates. Work-in-progress consists of live plants grown for Edible Garden’s herb product lines and live plants grown at Black Oak. Finished goods consists of IVXX’s line of cannabis packaged products to be sold into dispensaries and Black Oak cannabis products sold in retail, and Edible Garden’s products to be sold via food, drug, and mass channels. Inventory consists of the following: September 30, December 31, 2017 2016 Raw Materials $ 1,309,131 $ 486,119 Work-in-Progress 901,241 570,145 Finished Goods 2,271,421 853,066 Total Inventory $ 4,481,793 $ 1,909,330

PROPERTY, EQUIPMENT AND LEASEHO

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 6. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS	Property, equipment, and leasehold improvements, net consists of the following: September 30, December 31, 2017 2016 Land and Building $ 1,316,087 $ 1,454,124 Furniture and Equipment 3,467,647 3,141,244 Computer Hardware and Software 457,535 396,479 Leasehold Improvements 8,785,307 7,568,465 Construction in Progress 834,220 459,327 Subtotal 14,860,796 13,019,639 Less Accumulated Depreciation (3,886,864 ) (2,554,875 ) Property, Equipment and Leasehold Improvements, Net $ 10,973,932 $ 10,464,764 Depreciation expense related to property, equipment and leasehold improvements for the three months ended September 30, 2017 and 2016 was $479,686 and $453,723, respectively, and for the nine months ended September 30, 2017 and 2016 was $1,399,418 and $827,391, respectively. During the third quarter of 2017, the Company recorded an impairment charge for land held in Nevada. In accordance with the guidance for the impairment of long-lived assets, the Company evaluated the property for recovery and recorded an impairment charge of $138,037 to adjust the carrying value of the property to our estimate of fair value. The impairment charge was recorded in other expense in our unaudited consolidated statement of operations and we allocated that charge to our eliminations and other segment, see “ Note 15 – Segment Information”

INTANGIBLE ASSETS, NET

INTANGIBLE ASSETS, NET	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 7. INTANGIBLE ASSETS, NET	Intangible assets, net consist of the following: September 30, 2017 December 31, 2016 Estimated Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Amortizing Intangible Assets: Customer Relationships 5 to 12 $ 8,960,700 $ (1,437,312 ) $ 7,523,388 $ 8,960,700 $ (780,960 ) $ 8,179,740 Trade Brands and Patent 2 to 8 498,598 (173,106 ) 325,492 498,598 (91,061 ) 407,537 Dispensary Licenses 14 10,270,000 (1,100,358 ) 9,169,642 10,270,000 (550,179 ) 9,719,821 Management Service Agreement 15 6,621,580 - 6,621,580 - - - Total Amortizing Intangible Assets 26,350,878 (2,710,776 ) 23,640,102 19,729,298 (1,422,200 ) 18,307,098 Non-Amortizing Intangible Assets: Trade Name Indefinite 5,320,000 - 5,320,000 5,320,000 - 5,320,000 Total Non-Amortizing Intangible Assets 5,320,000 - 5,320,000 5,320,000 - 5,320,000 Total Intangible Assets, Net $ 31,670,878 $ (2,710,776 ) $ 28,960,102 $ 25,049,298 $ (1,422,200 ) $ 23,627,098 The Company recorded amortization expense of $429,526 and $298,902 for the three months ended September 30, 2017 and 2016, respectively, and $1,288,576 and $826,400 for the nine months ended September 30, 2017 and 2016, respectively . Future estimated amortization expense of existing intangible assets is as follows: Three months ending Year Ending December 31, December 31, 2017 2018 2019 2020 2021 2022 and thereafter Total Amortization expense $ 539,614 $ 1,783,635 $ 1,769,913 $ 1,769,913 $ 1,731,568 $ 16,045,459 $ 23,640,102

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES	Accounts payable and accrued expenses consist of the following: September 30, December 31, 2017 2016 Accounts Payable $ 2,171,256 $ 1,986,907 Sales Tax Payable 482,509 122,470 Accrued Interest Payable 2,844 96,633 Accrued Expenses 1,553,905 211,390 Total Accounts Payable and Accrued Expenses $ 4,210,514 $ 2,417,400

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 9. NOTES PAYABLE	Notes payable consists of the following: September 30, 2017 December 31, 2016 Unsecured promissory demand notes issued to an accredited investor, which bear interest at a rate of 4% per annum. Holder may elect to convert into common stock at $0.75 per share. The balance of the note and accrued interest was converted into common stock in April 2017. $ - $ 64,324 Convertible promissory note dated December 14, 2015, issued to accredited investors, which matured December 13, 2016 and bears interest at a rate of 12% per annum. The holder of the note extended the maturity to December 13, 2017. The conversion price is $0.1211, subject to adjustment. The balance of the note and accrued interest was converted into common stock in July 2017. - 500,000 Senior convertible promissory note dated October 28, 2016, issued to accredited investors, which matures April 28, 2018 and bears interest at a rate of 1% per annum. The conversion price is 90% of the average of the lowest three (3) VWAPs for the five (5) consecutive trading days prior to the conversion date. The balance of the note and accrued interest was converted into common stock in January 2017. - 102,582 Senior convertible promissory note dated November 1, 2016, issued to accredited investors, which matures May 1, 2018 and bears interest at a rate of 12% per annum. The conversion price is $0.35, subject to adjustment. The balance of the note and accrued interest was converted into common stock in July 2017. - 31,615 Senior convertible promissory note dated December 16, 2016, issued to accredited investors, which matures June 16, 2018 and bears interest at a rate of 12% per annum. The conversion price is $0.27, subject to adjustment. The balance of the note and accrued interest was converted into common stock in May 2017. - 1,220,155 Senior convertible promissory note dated February 22, 2017, issued to accredited investors, which matures August 22, 2018 and bears interest at a rate of 12% per annum. The conversion price is $0.25, subject to adjustment. The balance of the note and accrued interest was converted into common stock in June 2017. - - Senior convertible promissory note dated June 23, 2017, issued to accredited investors, which matures December 23, 2018 and bears interest at a rate of 12% per annum. The conversion price is $0.1362, subject to adjustment. 335,119 - Senior convertible promissory note dated August 21, 2017, issued to accredited investors, which matures February 21, 2019 and bears interest at a rate of 12% per annum. The conversion price is $0.30, subject to adjustment. 1,798,785 - Total Debt 2,133,904 1,918,676 Less Short-Term Portion - 564,324 Long-Term Portion $ 2,133,904 $ 1,354,352 As of September 30, 2017 and December 31, 2016, total debt was $2,133,904 and $1,918,676, respectively, which included unamortized debt discount of $3,766,095 and $4,295,648, respectively. Senior secured promissory notes are secured by shares of common stock. There was accrued interest payable of $2,844 and $96,633 as of September 30, 2017 and December 31, 2016, respectively. See “Note 17 – Subsequent Events” Securities Purchase Agreement Dated August 21, 2017 and 12% Senior Convertible Promissory Note Due February 21, 2019 On August 21, 2017, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company sold to the accredited investor a 12% Senior Convertible Promissory Note due February 21, 2019 (“Note A”) in the principal amount of $5,500,000 for a purchase price of $5,500,000 (“Offering A”). There were no fees or expenses deducted from the net proceeds received by the Company in Offering A. The Company paid $180,000 in cash and issued approximately $169,000 of warrants in connection with the loan. The cash fee and warrants issued were recorded as a debt discount. Note A and the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable upon conversion of Note A are collectively referred to herein as the “Securities.” All principal and interest due and owing under Note A is convertible into shares of Common Stock at any time at the election of the holder at a conversion price per share equal to the lower of (i) $0.30 or (ii) 85% of the lowest daily volume weighted average price of the Common Stock in the fifteen (15) trading days prior to the conversion date (“Conversion Price A”), which Conversion Price A is subject to adjustment for (i) stock splits, stock dividends, combinations, or similar events and (ii) full ratchet anti-dilution protection. Upon certain events of default, the conversion price of Note A will automatically become 70% of the average of the three (3) lowest volume weighted average prices of the Common Stock in the twenty (20) consecutive trading days prior to the conversion date for so long as such event of default remains in effect. In addition, at any time that (i) the daily volume weighted average price of the Common Stock for the prior ten (10) consecutive trading days is $0.70 or more and (ii) the average daily trading value of the Common Stock is greater than $2,500,000 for the prior ten (10) consecutive trading days, then the Company may demand, upon one (1) day’s notice, that the holder convert Note A at Conversion Price A. The Company may prepay in cash any portion of the outstanding principal amount of Note A and any accrued and unpaid interest by, upon ten (10) days’ written notice to the holder, paying an amount equal to (i) 110% of the sum of the then-outstanding principal amount of Note A plus accrued but unpaid interest, if the prepayment date is within 90 days of the issuance date of Note A; (ii) 115% of the sum of the then-outstanding principal amount of Note A plus accrued but unpaid interest, if the prepayment date is between 91 days and 180 days of the issuance date of Note A; or (iii) 125% of the sum of the then-outstanding principal amount of Note A plus accrued but unpaid interest, if the prepayment date is after 180 days of the issuance date of Note A. Securities Purchase Agreement Dated June 23, 2017 and 12% Senior Convertible Promissory Note Due December 23, 2018 On June 23, 2017, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company sold to the accredited investor a 12% Senior Convertible Promissory Note due December 23, 2018 (“Note B”) in the principal amount of $3,000,000 for a purchase price of $3,000,000 (“Offering B”). There were no fees or expenses deducted from the net proceeds received by the Company in Offering B. The Company paid $90,000 in connection with the loan. The cash fee was recorded as a debt discount. Note B and the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable upon conversion of Note B are collectively referred to herein as the “Securities.” All principal and interest due and owing under Note B is convertible into shares of Common Stock at any time at the election of the holder at a conversion price per share equal to the lower of (i) $0.1362 or (ii) 85% of the lowest daily volume weighted average price of the Common Stock in the fifteen (15) trading days prior to the conversion date (“Conversion Price B”), which Conversion Price B is subject to adjustment for (i) stock splits, stock dividends, combinations, or similar events and (ii) full ratchet anti-dilution protection. Upon certain events of default, the conversion price of Note B will automatically become 70% of the average of the three (3) lowest volume weighted average prices of the Common Stock in the twenty (20) consecutive trading days prior to the conversion date for so long as such event of default remains in effect. In addition, at any time that (i) the daily volume weighted average price of the Common Stock for the prior ten (10) consecutive trading days is $0.70 or more and (ii) the average daily trading value of the Common Stock is greater than $2,500,000 for the prior ten (10) consecutive trading days, then the Company may demand, upon one (1) day’s notice, that the holder convert Note B at Conversion Price B. The Company may prepay in cash any portion of the outstanding principal amount of Note B and any accrued and unpaid interest by, upon ten (10) days’ written notice to the holder, paying an amount equal to (i) 110% of the sum of the then-outstanding principal amount of Note B plus accrued but unpaid interest, if the prepayment date is within 90 days of the issuance date of Note B; (ii) 115% of the sum of the then-outstanding principal amount of Note B plus accrued but unpaid interest, if the prepayment date is between 91 days and 180 days of the issuance date of Note B; or (iii) 125% of the sum of the then-outstanding principal amount of Note B plus accrued but unpaid interest, if the prepayment date is after 180 days of the issuance date of Note B. Securities Purchase Agreement Dated February 22, 2017 and 12% Senior Convertible Promissory Note Due August 22, 2018 On February 22, 2017, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company sold to the accredited investor a 12% Senior Convertible Promissory Note due August 22, 2018 (“Note C”) in the principal amount of $3,000,000 for a purchase price of $3,000,000 (“Offering C”). There were no fees or expenses deducted from the net proceeds received by the Company in Offering C. The Company paid $90,000 in connection with the loan. The cash fee was recorded as a debt discount. Note C and the shares of the Common Stock issuable upon conversion of Note C are collectively referred to herein as the “Securities.” All principal and interest due and owing under Note C is convertible into shares of Common Stock at any time at the election of the holder at a conversion price per share equal to the lower of (i) $0.2495 or (ii) 85% of the lowest daily volume weighted average price of the Common Stock in the fifteen (15) trading days prior to the conversion date (“Conversion Price C”), which Conversion Price C is subject to adjustment for (i) stock splits, stock dividends, combinations, or similar events and (ii) full ratchet anti-dilution protection. Upon certain events of default, the conversion price of Note C will automatically become 70% of the average of the three (3) lowest volume weighted average prices of the Common Stock in the twenty (20) consecutive trading days prior to the conversion date for so long as such event of default remains in effect. All interest payments under the Note are payable, at the Company’s option, in cash or shares of Common Stock. In addition, at any time that (i) the daily volume weighted average price of the Common Stock for the prior ten (10) consecutive trading days is $0.70 or more and (ii) the average daily trading value of the Common Stock is greater than $2,500,000 for the prior ten (10) consecutive trading days, then the Company may demand, upon one (1) day’s notice, that the holder convert Note C at Conversion Price C. The Company may prepay in cash any portion of the outstanding principal amount of Note C and any accrued and unpaid interest by, upon ten (10) days’ written notice to the holder, paying an amount equal to (i) 110% of the sum of the then-outstanding principal amount of Note C plus accrued but unpaid interest, if the prepayment date is within 90 days of the issuance date of Note C; (ii) 115% of the sum of the then-outstanding principal amount of Note C plus accrued but unpaid interest, if the prepayment date is between 91 days and 180 days of the issuance date of Note C; or (iii) 125% of the sum of the then-outstanding principal amount of Note C plus accrued but unpaid interest, if the prepayment date is after 180 days of the issuance date of Note C. Conversion of Notes Payable and Related Loss on Extinguishment of Debt The table below details the conversion of the notes payable into equity and the loss on extinguishment of debt for the three and nine months ended September 30, 2017 and 2016: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Fair market value of common stock issued upon conversion $ 6,424,597 $ - $ 18,156,952 $ 2,064,137 Principal amount of debt converted (3,250,000 ) - (11,814,324 ) (846,491 ) Accrued interest converted (232,225 ) - (506,985 ) (115,249 ) Fair value of derivative at conversion date (3,434,900 ) - (9,106,950 ) (570,100 ) Debt discount value at conversion date 1,866,066 - 7,323,440 388,500 Loss on extinguishment of debt $ 1,373,538 $ - $ 4,052,133 $ 920,797

CONTINGENT CONSIDERATION LIABIL

CONTINGENT CONSIDERATION LIABILITY	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 10. CONTINGENT CONSIDERATION LIABILITY	The Company accounts for “contingent consideration” according to ASC 805, “Business Combinations” In the acquisition of Black Oak, the Company valued the contingent consideration based on an analysis using a cash flow model to determine the expected contingent consideration payment, which model determined that the aggregate expected contingent consideration liability was $15,305,463 and the present value of the contingent consideration liability was $12,754,553. Accordingly, the Company recognized at April 1, 2016, the closing date of the Black Oak merger, a $12,754,553 contingent consideration liability associated with the contingent consideration paid pursuant to the Merger Agreement. On April 1, 2017, the anniversary date of the acquisition and the settlement date of the contingent consideration, the final contingent consideration was approximately $16.5 million. A summary of the changes in the contingent consideration as well as the detail is below: Amount Contingent Consideration Summary: Balance at December 31, 2016 $ 12,085,859 Change in Fair Market Valuation of Contingent Consideration 4,348,761 Balance at March 31, 2017 and April 1, 2017 $ 16,434,620 Contingent Consideration Detail: Performance-Based Cash Contingent Consideration $ 2,088,000 Market-Based Stock Contingent Consideration 14,346,620 Balance at March 31, 2017 and April 1, 2017 $ 16,434,620 Changes in the fair market valuation of the contingent consideration are recognized in the unaudited consolidated statements of operations. For the three and nine months ended September 30, 2017, the loss on fair market valuation of contingent consideration was $0 and $4,426,047, respectively. During April 2017, in final settlement of the contingent consideration, the Company issued approximately $4.7 million in shares of its common stock, or common stock equivalent of approximately 18.1 million shares of its common stock, and made a cash payment of approximately $2.1 million. A summary is as follows: Contingent Consideration Balance at March 31, 2017 $ 16,434,620 Change in Fair Market Valuation of Contingent Consideration 77,286 Payment of Contingent Consideration in Cash (2,088,000 ) Settlement of Contingent Consideration in Stock (4,739,638 ) Settlement of Contingent Consideration Recorded Against Additional Paid-In Capital (4,692,697 ) Gain on Settlement of Contingent Consideration (4,991,571 ) Contingent Consideration Balance at June 30, 2017 and September 30, 2017 $ - Pursuant to the terms of the contingent consideration as outlined in the Merger Agreement, the Company was required to release from escrow shares worth approximately $14.4 million. Of those shares, 18.1 million shares, with a value of $4,789,638, were issued in final settlement of the Market-Based Contingent Consideration, and approximately 34.2 million shares were additionally clawed-back. The Market-Based Clawback associated with common stock equivalent of approximately 35.1 million shares were clawed-back pursuant to the appreciation of the quoted price of the Company’s stock underlying the market-based component of the contingent consideration. An additional common stock equivalent of approximately 34.2 million shares, with a value of $9,684,268, were clawed-back pursuant to disputes between the sellers of Black Oak and the Company with respect to certain operational and performance goals that would have impacted the appreciation of the quoted price of the Company’s common stock underlying the market-based component of the contingent consideration and, in effect, increasing the number of clawback shares. The Company applied the guidance of ASC 470-50-40-2, related to the additional $9,684,268 worth of shares that were clawed back. For the three and nine months ended September 30, 2017, the Company recognized a gain on settlement of contingent consideration of $0 and $4,991,571, respectively. The balance attributable to related parties was recorded in additional paid in capital. See “Note 11 – Fair Value Measurements”

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 11. FAIR VALUE MEASUREMENTS	Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables set forth the financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of the dates indicated: Fair Value at September 30, Fair Value Measurement Using Description 2017 Level 1 Level 2 Level 3 Derivative Liabilities – Conversion Feature $ 4,639,000 $ - $ - $ 4,639,000 $ 4,639,000 $ - $ - $ 4,639,000 Fair Value at December 31, Fair Value Measurement Using Description 2016 Level 1 Level 2 Level 3 Derivative Liabilities – Conversion Feature $ 6,987,000 $ - $ - $ 6,987,000 Liability – Contingent Consideration 12,085,859 - - 12,085,859 $ 19,072,859 $ - $ - $ 19,072,859 The Company estimates the fair value of the derivative liabilities using the Black-Scholes-Merton option pricing model using the following assumptions: September 30, December 31, 2017 2016 Stock Price $0.17 - $0.34 $0.29 - $0.49 Conversion and Exercise Price $0.12 - $0.44 $0.22 - $0.50 Annual Dividend Yield - - Expected Life (Years) 0.45 - 3.42 1.5 - 4.0 Risk-Free Interest Rate 1.04% - 2.50% 2.50% Expected Volatility 43.80% - 123.56% 120.30%-144.03% Volatility is based on historical volatility of our common stock. Historical volatility was computed using weekly pricing observations for our common stock that correspond to the expected term. This method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants and conversion features. No financial assets were measured on a recurring basis as of September 30, 2017 and December 31, 2016. The following table presents a reconciliation of the derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2017: Balance at December 31, 2016 $ 6,987,000 Change in Fair Market Value of Conversion Feature (1,122,050 ) Derivative Debt Converted into Equity (9,106,950 ) Issuance of Debt Instruments with Derivatives 7,881,000 Balance at September 30, 2017 $ 4,639,000 The following table presents a reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2017: Balance at December 31, 2016 $ 12,085,859 Change in Fair Market Valuation of Contingent Consideration 4,426,047 Payment of Contingent Consideration in Cash (2,088,000 ) Settlement of Contingent Consideration (4,739,638 ) Settlement of Contingent Consideration Recorded Against Additional Paid-In Capital (4,692,697 ) Gain on Settlement of Contingent Consideration (4,991,571 ) Balance at September 30, 2017 $ - Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Non-financial assets, such as property, equipment and leasehold improvements, goodwill, and intangible assets, are required to be measured at fair value only when an impairment loss is recognized. The Company recorded an impairment charge related to property during the three and nine months ended September 30, 2017, see “Note 6 - Property, Equipment and Leasehold Improvements, Net” .

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 12. INCOME TAXES	For the three and nine months ended September 30, 2017 and 2016, the Company had no income tax expense (benefit). The components of deferred income tax assets and (liabilities) consisted of the following: September 30, December 31, 2017 2016 Deferred Income Tax Assets: Warrants Expense $ 5,074,000 $ 4,186,000 Derivatives Expense 5,172,000 4,067,000 Net Operating Losses 19,319,000 15,242,000 Deferred Income Tax Liabilities: Depreciation (1,544,000 ) (1,334,000 ) Total 28,021,000 22,161,000 Valuation Allowance (28,021,000 ) (22,161,000 ) Net Deferred Tax $ - $ - For the three and nine months ended September 30, 2017 and 2016, certain of the Company’s subsidiaries produced and sold cannabis or cannabis pure concentrates, subjecting the Company to the limits of Internal Revenue Code (“IRC”) Section 280E. Pursuant to IRC Section 280E, the Company is allowed only to deduct expenses directly related to sales of product. Permanent differences include ordinary and necessary business expenses deemed by the Company as a non-allowable deduction under IRC Section 280E, and tax deductions related to equity compensation that are less than the compensation recognized for financial reporting. As of September 30, 2017 and December 31, 2016, the Company had net operating loss carryforwards of $43,108,000 and $34,940,000, respectively, which, if unused, will expire beginning in the year 2034. These tax attributes are subject to an annual limitation from equity shifts, which constitute a change of ownership as defined under IRC Section 382, which will limit their utilization. The Company has yet to assess the effect of these limitations, but expects these losses to be substantially limited. Accordingly, the Company has placed a reserve against any assets associated with these losses. The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. All tax years from 2013 to 2016 are subject to examination. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative losses incurred through the period ended September 30, 2017. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future growth. On the basis of this evaluation, as of September 30, 2017, a valuation allowance has been recorded against all deferred tax assets as these assets are more likely than not to be unrealized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth.

EQUITY

EQUITY	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 13. EQUITY	Preferred Stock Series A Preferred Stock is convertible on a one-for-one basis into common stock and has all of the voting rights of the Company’s common stock. Each share of Series B Preferred Stock: (i) is entitled to 100 votes for each share of common stock into which a share of Series B Preferred Stock is convertible and (ii) is convertible, at the option of the holder, on a 1 for 5.384325537 basis, into shares of the Company’s common stock. On July 26, 2017, the Company filed a Certificate of Amendment to the Certificate of Designation of the Company’s Series B Preferred Stock (the “Amendment”) with the Secretary of State of the State of Nevada to provide for an adjustment of the Conversion Rate of the Company’s Series B Preferred Stock in the event of a reverse stock split or combination in the same ratio as the Company’s common stock. A copy of the Amendment was filed as Exhibit 3.14 to the Company’s Current Report on Form 8-K dated July 26, 2017. During the nine months ended September 30, 2017, the Company issued 600,000 shares of Series B Preferred Stock for compensation in the amount of $1,035,406. During the nine months ended September 30, 2017, the Company cancelled 4,279,841 shares of Series B Preferred Stock that had been previously issued and held in escrow in connection with the contingent consideration related to the Black Oak acquisition, see “Note 10 – Contingent Consideration Liability” During the nine months ended September 30, 2017, holders of the Series B Preferred Stock converted 33,146,112 of their shares to 178,469,472 shares of common stock. During the nine months ended September 30, 2016, the Company issued 400,000 shares of Series B Preferred Stock for compensation in the amount of $715,039. During the nine months ended September 30, 2016, the Company issued 23,832,962 shares of Series B Preferred Stock for purchase of Black Oak acquisition and converted 150,000 shares of Series B Preferred Stock to 807,649 shares of common stock. Common Stock During the nine months ended September 30, 2017, senior secured convertible promissory notes and accrued interest in the amount of $12,321,309 were converted into 75,744,005 shares of common stock with a value of $18,156,952, see “Note 9 – Notes Payable” During the nine months ended September 30, 2017, the Company issued 30,676,773 shares of common stock for cash in the amount of $6,700,000 pursuant to an equity financing facility with an accredited investor. During the nine months ended September 30, 2017, the Company issued 1,215,909 shares of common stock for director fees in the amount of $221,973, issued 4,886,586 shares of common stock for services performed in the amount of $1,036,427 and issued 2,383,007 shares of common stock to employees for compensation in the amount of $490,880. During the nine months ended September 30, 2017, the Company issued 13,394,464 shares of the Company’s common stock for prepaid inventory valued at $1,935,500, see “Note 14 – Commitments” During the nine months ended September 30, 2017, the Company issued 12,391,571 shares of the Company’s common stock with a value of $2,726,146 to acquire all the assets of Tech Center Drive, see “Note 4 – Acquisition” During the nine months ended September 30, 2017, the Company cancelled 9,291,744 shares of common stock that had been previously issued and held in escrow in connection with the contingent consideration related to the Black Oak acquisition, see “Note 10 – Contingent Consideration Liability” During the nine months ended September 30, 2016, the Company issued 106,890,000 shares of common stock for purchase of Black Oak acquisition. During the nine months ended September 30, 2016, senior secured convertible promissory notes and accrued interest in the amount of $961,740 were converted into 13,906,149 shares of common stock. During the nine months ended September 30, 2016, the Company issued 25,715,674 shares of common stock for cash in the net amount of $3,208,134 pursuant to an equity financing facility with an accredited investor. During the nine months ended September 30, 2016, the Company issued 350,000 shares of common stock for director fees in the amount of $60,550 and issued 70,000 shares of common stock for services performed in the amount of $20,727. During the nine months ended September 30, 2016, the Company issued 172,414 shares of common stock for purchase of certain assets valued at $100,000. During the nine months ended September 30, 2016, the Company issued 22,981,647 shares of common stock for the excise of warrants and received $3,150,000. Stock-Based Compensation Expense A summary of stock-based compensation for the three months ended September 30, 2017 and 2016 is as follows: For the Three Months Ended September 30, 2017 September 30, 2016 Type of Award Number of Shares or Options Granted Stock-Based Compensation Expense Number of Shares or Options Granted Stock-Based Compensation Expense Stock Options 1,980,769 $ 234,580 – $ 47,588 Stock Grants: Employees (Common Stock) 747,227 170,148 – – Employees (Series B Preferred Stock) - - 400,000 715,039 Directors (Common Stock) - - – – Non–Employee Consultants (Common Stock) 2,027,581 445,068 – – Total Stock–Based Compensation $ 849,796 $ 762,627 A summary of stock-based compensation for the nine months ended September 30, 2017 and 2016 is as follows: For the Nine Months Ended September 30, 2017 September 30, 2016 Type of Award Number of Shares or Options Granted Stock-Based Compensation Expense Number of Shares or Options Granted Stock-Based Compensation Expense Stock Options 10,230,769 $ 439,599 6,700,000 $ 142,766 Stock Grants: Employees (Common Stock) 2,383,007 490,880 – – Employees (Series B Preferred Stock) 600,000 1,035,406 400,000 715,039 Directors (Common Stock) 1,215,909 221,973 350,000 60,550 Non–Employee Consultants (Common Stock) 4,886,586 1,036,427 70,000 20,727 Total Stock–Based Compensation $ 3,224,285 $ 939,082

COMMITMENTS

COMMITMENTS	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 14. COMMITMENTS	Operating Lease Commitments The Company leases certain business facilities under operating lease agreements that specify minimum rentals. Many of these have renewal provisions. The Company’s net rent expense for the three months ended September 30, 2017 and 2016 was $329,364 and $103,600, respectively, and for the nine months ended September 30, 2017 and 2016 was $956,431 and $535,559, respectively. Production Operating Agreement On May 23, 2017, the Company entered into a one-year operating agreement with Panther Gap Farms pursuant to which Panther Gap Farms will grow up to approximately one metric ton of the Company’s IVXX cannabis annually. The operating agreement is renewable for up to three additional terms of one year each. The agreement requires the Company to issue common stock, with a value of $1,150,000, upon execution of the agreement, which the Company issued in August 2017 and held in escrow. In addition to the common stock, the Company is required to issue common stock, with a value of $785,500, for the profit share of the cannabis ultimately sold by the Company upon execution of the agreement. Panther Gap Farms has the right to received up to $100,000 in cash in lieu of receiving the common stock related to the net profit share. If Panther Gap Farms requests such cash payment, the amount of common stock to be delivered will be reduced by an amount equal to the amount of such cash divided by the lower of the closing price or the 30 day VWAP of common stock on the date of the agreement. The shares to be received by Panther Gap Farms under the profit share agreement are dependent on the ultimate profit recognized by the Company when the cannabis product is sold. The Company and Panther Gap Farms also entered into a lease agreement pursuant to which the Company leases the property on which the cannabis is grown. The lease agreement requires monthly payments of $30,000 for eight months and is also renewable for up to three additional terms of one year each.

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 15. SEGMENT INFORMATION	The Company’s operating and reportable segments are currently organized around the following products that it offers as part of its core business strategy: · Herbs and Produce Products · Cannabis Dispensary, Cultivation and Production These two reportable segments, which are described in greater detail below, had previously been reported on a combined basis as they had been operated and evaluated as one operating segment. The Company experienced significant growth over the last few years in most of our product areas. As the Company has grown organically, and as the Company previously added to its capabilities through acquisitions, its products have increased in scale and become more strategically important and distinctly organized and managed under these two groupings. In addition, Derek Peterson, the Company’s Chief Operating Decision Maker (“CODM”), reviews results, manages and allocates resources between these two strategic business groupings, and budgets using these business segments. The Company’s CODM reviews revenues including intersegment revenues, gross profit and operating income (loss) before income taxes when evaluating segment performance and allocating resources to each segment. Accordingly, intersegment revenue is included in the segment revenues presented in the tables below and is eliminated from revenues and cost of goods sold in the “Eliminations and Other” column. The “Eliminations and Other” column also includes various income and expense items that the Company does not allocate to its operating segments. These income and expense amounts include the results of the Company’s hydroponic equipment, which are not material, interest income, interest expense, corporate overhead, and corporate-wide expense items such as legal and professional fees as well as expense items for which the Company has not identified a reasonable basis for allocation. The accounting policies of the reportable segments are the same as those described in “Note 2 - Summary of Significant Accounting Policies” Herbs and Produce Products Either independently or in conjunction with third parties, the Company is a wholesale seller of locally grown hydroponic herbs, produce, and floral products, which are distributed through major grocery stores throughout the East and Midwest regions of the U.S. Cannabis Dispensary, Cultivation and Production Either independently or in conjunction with third parties, the Company operates medical marijuana retail dispensaries, medical marijuana cultivation and production facilities in California and Nevada. The Company owns real property in Nevada on which the Company plans to build a medical marijuana grow facility. All of our retail dispensaries in California and Nevada offer a broad selection of medical cannabis products including flowers, concentrates and edibles. The Company also produces and sells a line of medical cannabis flowers, as well as a line of medical cannabis-extracted products, which include concentrates, cartridges, vape pens and wax products. Summarized financial information concerning the Company’s reportable segments is shown in the following tables. Total assets at September 30, 2017 and 2016 exclude intercompany receivable balances eliminated in consolidation. For the Three Months Ended September 30, 2017 Herbs and Produce Products Cannabis Dispensary, Cultivation and Production Eliminations and Other Total Total Revenues $ 1,432,500 $ 8,673,560 $ 15,315 $ 10,121,375 Cost of Goods Sold 1,192,251 6,594,186 - 7,786,437 Gross Profit 240,249 2,079,374 15,315 2,334,938 Selling, General and Administrative Expenses 874,141 2,822,488 2,541,481 6,238,110 . Loss from Operations (633,892 ) (743,114 ) (2,526,166 ) (3,903,172 ) Other Income (Expense): Amortization of Debt Discount - - (490,068 ) (490,068 ) Impairment of Property - - (138,037 ) (138,037 ) Loss on Extinguishment of Debt - - (1,373,538 ) (1,373,538 ) Loss on Fair Market Valuation of Derivatives - - (1,475,900 ) (1,475,900 ) Interest (Expense) Income - 51 (119,701 ) (119,650 ) Total Other Income (Expense) - 51 (3,597,244 ) (3,597,193 ) Loss Before Provision for Income Taxes $ (633,892 ) $ (743,063 ) $ (6,123,410 ) $ (7,500,365 ) Total Assets at September 30, 2017 $ 6,914,892 $ 68,290,922 $ 12,151,701 $ 87,357,515 For the Three Months Ended September 30, 2016 Herbs and Produce Products Cannabis Dispensary, Cultivation and Production Eliminations and Other Total Total Revenues $ 2,138,260 $ 4,769,912 $ 42,193 $ 6,950,365 Cost of Goods Sold 1,921,093 3,747,841 25,355 5,694,289 Gross Profit 217,167 1,022,071 16,838 1,256,076 Selling, General and Administrative Expenses 642,441 1,920,468 3,379,727 5,942,636 . Loss from Operations (425,274 ) (898,397 ) (3,362,889 ) (4,686,560 ) Other Income (Expense): Amortization of Debt Discount - - (610,089 ) (610,089 ) Loss from Derivatives Issued with Debt Greater than Debt Carrying Value - - (867,000 ) (867,000 ) Gain on Fair Market Valuation of Derivatives - - 771,000 771,000 Interest Expense - (250 ) (159,383 ) (159,633 ) Total Other Income (Expense) - (250 ) (865,472 ) (865,722 ) Loss Before Provision for Income Taxes $ (425,274 ) $ (898,647 ) $ (4,228,361 ) $ (5,552,282 ) Total Assets at September 30, 2016 $ 6,725,967 $ 2,390,233 $ 60,849,033 $ 69,965,233 For the Nine Months Ended September 30, 2017 Herbs and Produce Products Cannabis Dispensary, Cultivation and Production Eliminations and Other Total Total Revenues $ 4,126,710 $ 20,609,917 $ 52,077 $ 24,788,704 Cost of Goods Sold 3,487,795 17,100,535 - 20,588,330 Gross Profit 638,915 3,509,382 52,077 4,200,374 Selling, General and Administrative Expenses 2,389,203 7,659,968 8,604,526 18,653,697 . Loss from Operations (1,750,288 ) (4,150,586 ) (8,552,449 ) (14,453,323 ) Other Income (Expense): Amortization of Debt Discount - - (1,616,338 ) (1,616,338 ) Impairment of Property - - (138,037 ) (138,037 ) Loss on Extinguishment of Debt - - (4,052,133 ) (4,052,133 ) Gain on Fair Market Valuation of Derivatives - - 1,122,050 1,122,050 Interest (Expense) Income - 51 (408,044 ) (407,993 ) Loss on Fair Market Valuation of Contingent Consideration - (4,426,047 ) - (4,426,047 ) Gain on Settlement of Contingent Consideration - 4,991,571 - 4,991,571 Total Other Income (Expense) - 565,575 (5,092,502 ) (4,526,927 ) Loss Before Provision for Income Taxes $ (1,750,288 ) $ (3,585,011 ) $ (13,644,951 ) $ (18,980,250 ) Total Assets at September 30, 2017 $ 6,914,892 $ 68,290,922 $ 12,151,701 $ 87,357,515 For the Nine Months Ended September 30, 2016 Herbs and Produce Products Cannabis Dispensary, Cultivation and Production Eliminations and Other Total Total Revenues $ 9,413,121 $ 8,669,092 $ 116,228 $ 18,198,441 Cost of Goods Sold 8,758,524 6,557,137 65,203 15,380,864 Gross Profit 654,597 2,111,955 51,025 2,817,577 Selling, General and Administrative Expenses 1,798,051 3,772,056 7,663,781 13,233,888 . Loss from Operations (1,143,454 ) (1,660,101 ) (7,612,756 ) (10,416,311 ) Other Income (Expense): Amortization of Debt Discount - - (922,621 ) (922,621 ) Loss on Extinguishment of Debt - - (920,797 ) (920,797 ) Loss from Derivatives Issued with Debt Greater than Debt Carrying Value - - (1,355,000 ) (1,355,000 ) Loss on Fair Market Valuation of Derivatives - - (595,700 ) (595,700 ) Interest Expense - - (276,193 ) (276,193 ) Total Other Income (Expense) - - (4,070,311 ) (4,070,311 ) Loss Before Provision for Income Taxes $ (1,143,454 ) $ (1,660,101 ) $ (11,683,067 ) $ (14,486,622 ) Total Assets at September 30, 2016 $ 6,725,967 $ 2,390,233 $ 60,849,033 $ 69,965,233

LITIGATION AND CLAIMS

LITIGATION AND CLAIMS	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 16. LITIGATION AND CLAIMS	The Company is the subject of lawsuits and claims arising in the ordinary course of business from time to time. The Company reviews any such legal proceedings and claims on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and it discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for the Company’s financial statements to not be misleading. To estimate whether a loss contingency should be accrued by a charge to income, the Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company determined that there were no matters that required an accrual as of September 30, 2017, nor were there any asserted or unasserted material claims for which material losses are reasonably possible.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2017
Notes to Financial Statements
NOTE 17. SUBSEQUENT EVENTS	Equity Financing Facility Subsequent to September 30, 2017, the Company issued 6,942,184 shares of common stock for cash in the amount of $1,250,000 pursuant to an equity financing facility with an accredited investor. Debt and Interest Converted into Equity Subsequent to September 30, 2017, senior convertible promissory notes and accrued interest in the amount of $1,640,000 and $69,777, respectively, were converted into 11,527,292 shares of common stock. Other Events On October 26, 2017, the Company entered into a joint venture agreement with NuLeaf to build and operate a cultivation and production facility for our IVXX brand of cannabis products in Nevada. As part of the agreement the Company made a convertible loan of $4.5 million to NuLeaf bearing an interest rate of 6% per annum, payable quarterly. The convertible loan will automatically convert a 50% ownership in NuLeaf upon approval by the State of Nevada. On November 6, 2017, Kenneth P. Krueger notified the Board of Directors (the “Board”) that he has resigned as a member of the Board, effective immediately.

SUMMARY OF SIGNIFICANT ACCOUN23

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2017
Summary Of Significant Accounting Policies Policies
Basis of Presentation	The accompanying interim unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Securities Exchange Commission (“SEC”) Form 10-Q and Article 10 of Regulation S-X of the Securities Act of 1933. The unaudited consolidated financial statements include the accounts of the Company and each of its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the consolidated financial position of the Company as of September 30, 2017, the consolidated results of operations for the three and nine months ended September 30, 2017 and 2016, and the consolidated results of cash flows for the nine months ended September 30, 2017 and 2017 have been included. These interim unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and, therefore, should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s most recent Annual Report on Form 10-K filed with the SEC. The December 31, 2016 balances reported herein are derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2016, filed with the SEC on October 27, 2017. The results for the interim periods are not necessarily indicative of results to be expected for the full year.
Non-Controlling Interest	Non-controlling interest is shown as a component of stockholders’ equity on the consolidated balance sheets and the share of income (loss) attributable to non-controlling interest is shown as a component of income (loss) in the unaudited consolidated statements of operations.
Use of Estimates	The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of total net revenue and expenses in the reporting periods. The Company regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, sales returns, inventory valuation, stock-based compensation expense, goodwill and purchased intangible asset valuations, deferred income tax asset valuation allowances, uncertain tax positions, tax contingencies, and litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results the Company experiences may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
Reclassifications	Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not affect net loss and stockholders’ equity.
Inventory	Inventory is stated at the lower of cost or market, with cost being determined on the first-in, first-out (“FIFO”) method of accounting. The Company periodically reviews physical inventory for excess, obsolete, and potentially impaired items and reserves. The reserve estimate for excess and obsolete inventory is based on expected future use. The reserve estimates have historically been consistent with actual experience as evidenced by actual sale or disposal of the goods.
Prepaid Expenses and Other Current Assets	Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include advertising, insurance, and service or other contracts requiring up-front payments.
Property, Equipment and Leasehold Improvements, Net	Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The approximate useful lives for depreciation of our property, equipment and leasehold improvements are as follows: thirty-two years for buildings; three to eight years for furniture and equipment; and the shorter of the estimated useful life or the underlying lease term for leasehold improvements. Repairs and maintenance expenditures that do not extend the useful lives of related assets are expensed as incurred. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” “Note 6 – Property, Equipment and leasehold Improvements, Net”
Goodwill	Goodwill is measured as the excess of consideration transferred and the net of the acquisition date fair value of assets acquired and liabilities assumed in a business acquisition. In accordance with ASC 350, “Intangibles—Goodwill and Other,” The Company reviews the goodwill allocated to each of our reporting units for possible impairment annually as of August 1 and whenever events or changes in circumstances indicate its carrying amount may not be recoverable. When assessing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company performs a two-step impairment test. If the Company concludes otherwise, then no further action is taken. The Company also has the option to bypass the qualitative assessment and only perform a quantitative assessment, which is the first step of the two-step impairment test. In the two-step impairment test, the Company measures the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. There were no events or changes in circumstances that indicated potential impairment of intangible assets during 2017, as such the Company determined that no adjustment to the carrying value of goodwill was required.
Intangible Assets, Net	Intangible assets continue to be subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment,” Customer Relationships 5 to 12 Years Trade Names 2 to 8 Years Dispensary License 14 Years Patent 2 Years Management Service Agreement 15 Years The Company reviews intangible assets quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Intangible assets that have indefinite useful lives are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount of the reporting unit exceeds its fair value.
Long-Lived Assets	Other long-lived assets continue to be subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment” “Note 6 – Property, Equipment and leasehold Improvements, Net”
Other Assets	Other assets are comprised primarily of security deposits for leased properties in California, Nevada and New Jersey. The deposits will be returned at the end of the lease term.
Revenue Recognition	The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition.” Cannabis Dispensary, Cultivation and Production The Company recognizes revenue from manufacturing and distribution product sales, upon transfer of title and risk to the customer, which occurs either at shipping (F.O.B. terms), or upon sell through, depending on the arrangement. Revenue from our retail dispensaries is recognized net of discounts, rebates, promotional adjustments, price adjustments and returns, and net of taxes collected from customers that are remitted to governmental authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority. Revenue is recorded upon transfer of title and risk to the customer, which occurs at the time customers take delivery of our products at our retail dispensaries. Upon purchase, the Company has no further performance obligations and collection is assured as sales are paid for at time of purchase. Revenue related to the sale of consignment inventory is not recognized until the product is pulled from inventory and sold directly to end-customers. The Company recognizes revenue from the sale of consignment inventory on a gross basis, as the Company has determined that: 1) the Company is the primary obligor to the customer; 2) the Company has latitude in establishing the sales prices and profit margins of its products; 3) the Company has discretion in selecting its suppliers; 4) the Company is responsible for loss or damage to consigned inventory; and 5) the Company’s customer validation process performs an important part of the process of providing such products to authorized customers. The Company believes that these factors outweigh the fact that the Company does not have title to the consigned inventory prior to its sale. Herbs and Produce Products The Company recognizes revenue from products grown in its greenhouses and sold net of discounts, rebates, promotional adjustments, price adjustments, and estimated returns and upon transfer of title and risk to the customer, which occurs at delivery (F.O.B. terms). Upon delivery, the Company has no further performance obligations, selling price is fixed, and collection is reasonably assured.
Cost of Goods Sold	Cannabis Dispensary, Cultivation and Production Cost of goods sold includes the costs directly attributable to product sales and includes amounts paid for finished goods, such as flower, edibles, and concentrates, as well as packaging and other supplies, fees for services and processing, other expenses for services, and allocated overhead. It also includes the cost incurred in producing the oils, waxes, shatters, and clears sold by IVXX. Overhead expenses include allocations of rent, administrative salaries, utilities, and related costs. Herbs and Produce Products Cost of goods sold include cultivation costs, packaging, other supplies and purchased plants that are sold into the retail marketplace by Edible Garden. Other expenses included in cost of goods sold include freight, allocations of rent, repairs and maintenance, and utilities.
Advertising Expenses	The Company expenses advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost”.
Stock-Based Compensation	The Company accounts for its stock-based awards in accordance with ASC Subtopic 718-10, “Compensation – Stock Compensation”, The Black-Scholes option-pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If the actual forfeiture rate is materially different from management’s estimates, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period.
Warrants	ASC 815-40, “Contracts in Entity’s Own Equity” ASC 815, “Derivatives and Hedging”
Income Taxes	The provision for income taxes is determined in accordance with ASC 740, “Income Taxes” The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the unaudited consolidated statements of operations.
Loss Per Common Share	In accordance with the provisions of ASC 260, “Earnings Per Share”,
Fair Value of Financial Instruments	The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Level 2 – Level 3 – In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. We have not elected the fair value option for any eligible financial instruments.
Recently Issued Accounting Standards	FASB ASU 2017-04 (Topic 350), “Intangibles - Goodwill and Others” FASB ASU 2017-01 (Topic 805), “Business Combinations: Clarifying the Definition of a Business” FASB ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” “Statement of Cash Flows” FASB ASU No. 2016-02 (Topic 842), “Leases” FASB ASU No. 2014-09 (Topic 606), “Revenue from Contracts with Customers” “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” “Principal versus Agent Considerations (Reporting Gross versus Net)”, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” “Narrow-Scope Improvements and Practical Expedients” The Company expects to apply the guidance using the modified retrospective transition method. The Company does not expect the adoption of ASU 2014-09 to have a material impact on the Company’s financial position or results of operations but will result in additional disclosures regarding the Company’s revenue recognition policies. The Company also does not expect the adoption of ASU 2014-09 will require material or significant changes to its internal controls over financial reporting. In connection with the application of that guidance and the adoption of ASU 2014-09, the Company expects that it will expand its revenue recognition inquiries and update its questionnaires primarily to identify matters that would signal variable consideration implications under the new guidance.

SUMMARY OF SIGNIFICANT ACCOUN24

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2017
Summary Of Significant Accounting Policies Tables
Useful Lives for amortization of our Intangible assets	Customer Relationships 5 to 12 Years Trade Names 2 to 8 Years Dispensary License 14 Years Patent 2 Years Management Service Agreement 15 Years

ACQUISITION (Tables)

ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2017
Acquisition Tables
Acquisition with a purchase price	Assets Acquired Inventory $ 113,779 Property, Equipment and Leasehold Improvements: Furniture and Equipment 52,829 Leasehold Improvements 46,737 Security Deposits 5,000 Management Service Agreement 6,621,580 Total Assets Acquired $ 6,839,925
Acquisition occurred	Pro Forma Results of Operations Three Months Ended September 30, Nine Months Ended September 30, (Unaudited) (Unaudited) 2017 2016 2017 2016 Revenues $ 10,629,069 $ 7,895,506 $ 27,196,032 $ 19,700,614 Net Loss Attributable to Terra Tech Corp. $ (8,670,424 ) $ (5,602,487 ) $ (19,664,164 ) $ (14,724,160 ) Net Loss per Common Share Attributable to Terra Tech Corp. Common Stockholders - Basic and Diluted $ (0.01 ) $ (0.02 ) $ (0.03 ) $ (0.04 )

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Sep. 30, 2017
Inventory Tables
Inventory	September 30, December 31, 2017 2016 Raw Materials $ 1,309,131 $ 486,119 Work-in-Progress 901,241 570,145 Finished Goods 2,271,421 853,066 Total Inventory $ 4,481,793 $ 1,909,330

PROPERTY, EQUIPMENT AND LEASE27

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET(Tables)	9 Months Ended
	Sep. 30, 2017
Property Equipment And Leasehold Improvements Nettables
Property, equipment, and leasehold improvements	September 30, December 31, 2017 2016 Land and Building $ 1,316,087 $ 1,454,124 Furniture and Equipment 3,467,647 3,141,244 Computer Hardware and Software 457,535 396,479 Leasehold Improvements 8,785,307 7,568,465 Construction in Progress 834,220 459,327 Subtotal 14,860,796 13,019,639 Less Accumulated Depreciation (3,886,864 ) (2,554,875 ) Property, Equipment and Leasehold Improvements, Net $ 10,973,932 $ 10,464,764

INTANGIBLE ASSETS, NET (Tables)

INTANGIBLE ASSETS, NET (Tables)	9 Months Ended
	Sep. 30, 2017
Intangible Assets Net Tables
Intangible assets	September 30, 2017 December 31, 2016 Estimated Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Amortizing Intangible Assets: Customer Relationships 5 to 12 $ 8,960,700 $ (1,437,312 ) $ 7,523,388 $ 8,960,700 $ (780,960 ) $ 8,179,740 Trade Brands and Patent 2 to 8 498,598 (173,106 ) 325,492 498,598 (91,061 ) 407,537 Dispensary Licenses 14 10,270,000 (1,100,358 ) 9,169,642 10,270,000 (550,179 ) 9,719,821 Management Service Agreement 15 6,621,580 - 6,621,580 - - - Total Amortizing Intangible Assets 26,350,878 (2,710,776 ) 23,640,102 19,729,298 (1,422,200 ) 18,307,098 Non-Amortizing Intangible Assets: Trade Name Indefinite 5,320,000 - 5,320,000 5,320,000 - 5,320,000 Total Non-Amortizing Intangible Assets 5,320,000 - 5,320,000 5,320,000 - 5,320,000 Total Intangible Assets, Net $ 31,670,878 $ (2,710,776 ) $ 28,960,102 $ 25,049,298 $ (1,422,200 ) $ 23,627,098
Estimated amortization expense of intangible assets	Three months ending Year Ending December 31, December 31, 2017 2018 2019 2020 2021 2022 and thereafter Total Amortization expense $ 539,614 $ 1,783,635 $ 1,769,913 $ 1,769,913 $ 1,731,568 $ 16,045,459 $ 23,640,102

ACCOUNTS PAYABLE AND ACCRUED 29

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2017
Accounts Payable And Accrued Expenses Tables
Accounts payable and accrued expenses	September 30, December 31, 2017 2016 Accounts Payable $ 2,171,256 $ 1,986,907 Sales Tax Payable 482,509 122,470 Accrued Interest Payable 2,844 96,633 Accrued Expenses 1,553,905 211,390 Total Accounts Payable and Accrued Expenses $ 4,210,514 $ 2,417,400

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2017
Notes Payable Tables
Notes payable	September 30, 2017 December 31, 2016 Unsecured promissory demand notes issued to an accredited investor, which bear interest at a rate of 4% per annum. Holder may elect to convert into common stock at $0.75 per share. The balance of the note and accrued interest was converted into common stock in April 2017. $ - $ 64,324 Convertible promissory note dated December 14, 2015, issued to accredited investors, which matured December 13, 2016 and bears interest at a rate of 12% per annum. The holder of the note extended the maturity to December 13, 2017. The conversion price is $0.1211, subject to adjustment. The balance of the note and accrued interest was converted into common stock in July 2017. - 500,000 Senior convertible promissory note dated October 28, 2016, issued to accredited investors, which matures April 28, 2018 and bears interest at a rate of 1% per annum. The conversion price is 90% of the average of the lowest three (3) VWAPs for the five (5) consecutive trading days prior to the conversion date. The balance of the note and accrued interest was converted into common stock in January 2017. - 102,582 Senior convertible promissory note dated November 1, 2016, issued to accredited investors, which matures May 1, 2018 and bears interest at a rate of 12% per annum. The conversion price is $0.35, subject to adjustment. The balance of the note and accrued interest was converted into common stock in July 2017. - 31,615 Senior convertible promissory note dated December 16, 2016, issued to accredited investors, which matures June 16, 2018 and bears interest at a rate of 12% per annum. The conversion price is $0.27, subject to adjustment. The balance of the note and accrued interest was converted into common stock in May 2017. - 1,220,155 Senior convertible promissory note dated February 22, 2017, issued to accredited investors, which matures August 22, 2018 and bears interest at a rate of 12% per annum. The conversion price is $0.25, subject to adjustment. The balance of the note and accrued interest was converted into common stock in June 2017. - - Senior convertible promissory note dated June 23, 2017, issued to accredited investors, which matures December 23, 2018 and bears interest at a rate of 12% per annum. The conversion price is $0.1362, subject to adjustment. 335,119 - Senior convertible promissory note dated August 21, 2017, issued to accredited investors, which matures February 21, 2019 and bears interest at a rate of 12% per annum. The conversion price is $0.30, subject to adjustment. 1,798,785 - Total Debt 2,133,904 1,918,676 Less Short-Term Portion - 564,324 Long-Term Portion $ 2,133,904 $ 1,354,352
Conversion of the notes payable	For the Three Months Ended For the Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Fair market value of common stock issued upon conversion $ 6,424,597 $ - $ 18,156,952 $ 2,064,137 Principal amount of debt converted (3,250,000 ) - (11,814,324 ) (846,491 ) Accrued interest converted (232,225 ) - (506,985 ) (115,249 ) Fair value of derivative at conversion date (3,434,900 ) - (9,106,950 ) (570,100 ) Debt discount value at conversion date 1,866,066 - 7,323,440 388,500 Loss on extinguishment of debt $ 1,373,538 $ - $ 4,052,133 $ 920,797

CONTINGENT CONSIDERATION LIAB31

CONTINGENT CONSIDERATION LIABILITY (Tables)	9 Months Ended
	Sep. 30, 2017
Contingent Consideration Liability Tables
The summary of contingent consideration	On April 1, 2017, the anniversary date of the acquisition and the settlement date of the contingent consideration, the final contingent consideration was approximately $16.5 million. A summary of the changes in the contingent consideration as well as the detail is below: Amount Contingent Consideration Summary: Balance at December 31, 2016 $ 12,085,859 Change in Fair Market Valuation of Contingent Consideration 4,348,761 Balance at March 31, 2017 and April 1, 2017 $ 16,434,620 Contingent Consideration Detail: Performance-Based Cash Contingent Consideration $ 2,088,000 Market-Based Stock Contingent Consideration 14,346,620 Balance at March 31, 2017 and April 1, 2017 $ 16,434,620
The summary of additional market-based contingent consideration clawbacks	Contingent Consideration Balance at March 31, 2017 $ 16,434,620 Change in Fair Market Valuation of Contingent Consideration 77,286 Payment of Contingent Consideration in Cash (2,088,000 ) Settlement of Contingent Consideration in Stock (4,739,638 ) Settlement of Contingent Consideration Recorded Against Additional Paid-In Capital (4,692,697 ) Gain on Settlement of Contingent Consideration (4,991,571 ) Contingent Consideration Balance at June 30, 2017 and September 30, 2017 $ -

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2017
Fair Value Measurements Tables
Fair value hierarchy financial assets measured	The following tables set forth the financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of the dates indicated: Fair Value at September 30, Fair Value Measurement Using Description 2017 Level 1 Level 2 Level 3 Derivative Liabilities – Conversion Feature $ 4,639,000 $ - $ - $ 4,639,000 $ 4,639,000 $ - $ - $ 4,639,000 Fair Value at December 31, Fair Value Measurement Using Description 2016 Level 1 Level 2 Level 3 Derivative Liabilities – Conversion Feature $ 6,987,000 $ - $ - $ 6,987,000 Liability – Contingent Consideration 12,085,859 - - 12,085,859 $ 19,072,859 $ - $ - $ 19,072,859
Fair value of the derivative liabilities using	September 30, December 31, 2017 2016 Stock Price $0.17 - $0.34 $0.29 - $0.49 Conversion and Exercise Price $0.12 - $0.44 $0.22 - $0.50 Annual Dividend Yield - - Expected Life (Years) 0.45 - 3.42 1.5 - 4.0 Risk-Free Interest Rate 1.04% - 2.50% 2.50% Expected Volatility 43.80% - 123.56% 120.30%-144.03%
Reconciliation of the Derivative Liabilities measured	Balance at December 31, 2016 $ 6,987,000 Change in Fair Market Value of Conversion Feature (1,122,050 ) Derivative Debt Converted into Equity (9,106,950 ) Issuance of Debt Instruments with Derivatives 7,881,000 Balance at September 30, 2017 $ 4,639,000
Reconciliation of the Contingent Consideration Liability	Balance at December 31, 2016 $ 12,085,859 Change in Fair Market Valuation of Contingent Consideration 4,426,047 Payment of Contingent Consideration in Cash (2,088,000 ) Settlement of Contingent Consideration (4,739,638 ) Settlement of Contingent Consideration Recorded Against Additional Paid-In Capital (4,692,697 ) Gain on Settlement of Contingent Consideration (4,991,571 ) Balance at September 30, 2017 $ -

INCOME TAXES (Tables)

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2017
Income Taxes Tables
Deferred tax assets and liabilities	September 30, December 31, 2017 2016 Deferred Income Tax Assets: Warrants Expense $ 5,074,000 $ 4,186,000 Derivatives Expense 5,172,000 4,067,000 Net Operating Losses 19,319,000 15,242,000 Deferred Income Tax Liabilities: Depreciation (1,544,000 ) (1,334,000 ) Total 28,021,000 22,161,000 Valuation Allowance (28,021,000 ) (22,161,000 ) Net Deferred Tax $ - $ -

EQUITY (Tables)

EQUITY (Tables)	9 Months Ended
	Sep. 30, 2017
Equity Tables
Stock-Based Compensation Expense	A summary of stock-based compensation for the three months ended September 30, 2017 and 2016 is as follows: For the Three Months Ended September 30, 2017 September 30, 2016 Type of Award Number of Shares or Options Granted Stock-Based Compensation Expense Number of Shares or Options Granted Stock-Based Compensation Expense Stock Options 1,980,769 $ 234,580 – $ 47,588 Stock Grants: Employees (Common Stock) 747,227 170,148 – – Employees (Series B Preferred Stock) - - 400,000 715,039 Directors (Common Stock) - - – – Non–Employee Consultants (Common Stock) 2,027,581 445,068 – – Total Stock–Based Compensation $ 849,796 $ 762,627 A summary of stock-based compensation for the nine months ended September 30, 2017 and 2016 is as follows: For the Nine Months Ended September 30, 2017 September 30, 2016 Type of Award Number of Shares or Options Granted Stock-Based Compensation Expense Number of Shares or Options Granted Stock-Based Compensation Expense Stock Options 10,230,769 $ 439,599 6,700,000 $ 142,766 Stock Grants: Employees (Common Stock) 2,383,007 490,880 – – Employees (Series B Preferred Stock) 600,000 1,035,406 400,000 715,039 Directors (Common Stock) 1,215,909 221,973 350,000 60,550 Non–Employee Consultants (Common Stock) 4,886,586 1,036,427 70,000 20,727 Total Stock–Based Compensation $ 3,224,285 $ 939,082

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2017
Segment Information Tables
Summarized financial information	Summarized financial information concerning the Company’s reportable segments is shown in the following tables. Total assets at September 30, 2017 and 2016 exclude intercompany receivable balances eliminated in consolidation. For the Three Months Ended September 30, 2017 Herbs and Produce Products Cannabis Dispensary, Cultivation and Production Eliminations and Other Total Total Revenues $ 1,432,500 $ 8,673,560 $ 15,315 $ 10,121,375 Cost of Goods Sold 1,192,251 6,594,186 - 7,786,437 Gross Profit 240,249 2,079,374 15,315 2,334,938 Selling, General and Administrative Expenses 874,141 2,822,488 2,541,481 6,238,110 . Loss from Operations (633,892 ) (743,114 ) (2,526,166 ) (3,903,172 ) Other Income (Expense): Amortization of Debt Discount - - (490,068 ) (490,068 ) Impairment of Property - - (138,037 ) (138,037 ) Loss on Extinguishment of Debt - - (1,373,538 ) (1,373,538 ) Loss on Fair Market Valuation of Derivatives - - (1,475,900 ) (1,475,900 ) Interest (Expense) Income - 51 (119,701 ) (119,650 ) Total Other Income (Expense) - 51 (3,597,244 ) (3,597,193 ) Loss Before Provision for Income Taxes $ (633,892 ) $ (743,063 ) $ (6,123,410 ) $ (7,500,365 ) Total Assets at September 30, 2017 $ 6,914,892 $ 68,290,922 $ 12,151,701 $ 87,357,515 For the Three Months Ended September 30, 2016 Herbs and Produce Products Cannabis Dispensary, Cultivation and Production Eliminations and Other Total Total Revenues $ 2,138,260 $ 4,769,912 $ 42,193 $ 6,950,365 Cost of Goods Sold 1,921,093 3,747,841 25,355 5,694,289 Gross Profit 217,167 1,022,071 16,838 1,256,076 Selling, General and Administrative Expenses 642,441 1,920,468 3,379,727 5,942,636 . Loss from Operations (425,274 ) (898,397 ) (3,362,889 ) (4,686,560 ) Other Income (Expense): Amortization of Debt Discount - - (610,089 ) (610,089 ) Loss from Derivatives Issued with Debt Greater than Debt Carrying Value - - (867,000 ) (867,000 ) Gain on Fair Market Valuation of Derivatives - - 771,000 771,000 Interest Expense - (250 ) (159,383 ) (159,633 ) Total Other Income (Expense) - (250 ) (865,472 ) (865,722 ) Loss Before Provision for Income Taxes $ (425,274 ) $ (898,647 ) $ (4,228,361 ) $ (5,552,282 ) Total Assets at September 30, 2016 $ 6,725,967 $ 2,390,233 $ 60,849,033 $ 69,965,233 For the Nine Months Ended September 30, 2017 Herbs and Produce Products Cannabis Dispensary, Cultivation and Production Eliminations and Other Total Total Revenues $ 4,126,710 $ 20,609,917 $ 52,077 $ 24,788,704 Cost of Goods Sold 3,487,795 17,100,535 - 20,588,330 Gross Profit 638,915 3,509,382 52,077 4,200,374 Selling, General and Administrative Expenses 2,389,203 7,659,968 8,604,526 18,653,697 . Loss from Operations (1,750,288 ) (4,150,586 ) (8,552,449 ) (14,453,323 ) Other Income (Expense): Amortization of Debt Discount - - (1,616,338 ) (1,616,338 ) Impairment of Property - - (138,037 ) (138,037 ) Loss on Extinguishment of Debt - - (4,052,133 ) (4,052,133 ) Gain on Fair Market Valuation of Derivatives - - 1,122,050 1,122,050 Interest (Expense) Income - 51 (408,044 ) (407,993 ) Loss on Fair Market Valuation of Contingent Consideration - (4,426,047 ) - (4,426,047 ) Gain on Settlement of Contingent Consideration - 4,991,571 - 4,991,571 Total Other Income (Expense) - 565,575 (5,092,502 ) (4,526,927 ) Loss Before Provision for Income Taxes $ (1,750,288 ) $ (3,585,011 ) $ (13,644,951 ) $ (18,980,250 ) Total Assets at September 30, 2017 $ 6,914,892 $ 68,290,922 $ 12,151,701 $ 87,357,515 For the Nine Months Ended September 30, 2016 Herbs and Produce Products Cannabis Dispensary, Cultivation and Production Eliminations and Other Total Total Revenues $ 9,413,121 $ 8,669,092 $ 116,228 $ 18,198,441 Cost of Goods Sold 8,758,524 6,557,137 65,203 15,380,864 Gross Profit 654,597 2,111,955 51,025 2,817,577 Selling, General and Administrative Expenses 1,798,051 3,772,056 7,663,781 13,233,888 . Loss from Operations (1,143,454 ) (1,660,101 ) (7,612,756 ) (10,416,311 ) Other Income (Expense): Amortization of Debt Discount - - (922,621 ) (922,621 ) Loss on Extinguishment of Debt - - (920,797 ) (920,797 ) Loss from Derivatives Issued with Debt Greater than Debt Carrying Value - - (1,355,000 ) (1,355,000 ) Loss on Fair Market Valuation of Derivatives - - (595,700 ) (595,700 ) Interest Expense - - (276,193 ) (276,193 ) Total Other Income (Expense) - - (4,070,311 ) (4,070,311 ) Loss Before Provision for Income Taxes $ (1,143,454 ) $ (1,660,101 ) $ (11,683,067 ) $ (14,486,622 ) Total Assets at September 30, 2016 $ 6,725,967 $ 2,390,233 $ 60,849,033 $ 69,965,233

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Aug. 31, 2017	Dec. 31, 2016
State of Incorporation	Nevada
Reclass of Non-Controlling Interest to Additional Paid-In Capital for the Acquisition of Additional Interest in Subsidiary	$ 1,830,925
MediFarm [Member]
Ownership percentage	98.00%			60.00%
Additional ownership percentage acquired			38.00%

SUMMARY OF SIGNIFICANT ACCOUN37

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2017
Customer Relationships [Member] | Minimum [Member]
Useful Life (in Years)	5 years
Customer Relationships [Member] | Maximum [Member]
Useful Life (in Years)	12 years
Trade Names [Member] | Minimum [Member]
Useful Life (in Years)	2 years
Trade Names [Member] | Maximum [Member]
Useful Life (in Years)	8 years
Dispensary license [Member]
Useful Life (in Years)	14 years
Patent [Member]
Useful Life (in Years)	2 years
Management Service Agreement [Member]
Useful Life (in Years)	15 years

SUMMARY OF SIGNIFICANT ACCOUN38

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Advertising expenses	$ 294,449	$ 242,393	$ 844,639	$ 546,257
Buildings [Member]
Estimated useful life			32 years
Furniture and Equipment [Member] | Minimum [Member]
Estimated useful life			3 years
Furniture and Equipment [Member] | Maximum [Member]
Estimated useful life			8 years

ACQUISITION (Details)

ACQUISITION (Details)	Sep. 30, 2017USD ($)
Assets Acquired
Inventory	$ 113,779
Property, Equipment and Leasehold Improvements:
Furniture and Equipment	52,829
Leasehold Improvements	46,737
Security Deposits	5,000
Management Service Agreement	6,621,580
Total Assets Acquired	$ 6,839,925

ACQUISITION (Details 1)

ACQUISITION (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenues	$ 10,121,375	$ 6,950,365	$ 24,788,704	$ 18,198,441
Net Loss Attributable to Terra Tech Corp.	$ (7,792,933)	$ (5,587,759)	$ (18,358,690)	$ (14,648,061)
Net Loss per Common Share Attributable to Terra Tech Corp. Common Stockholders - Basic and Diluted	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.04)
Pro Forma
Revenues	$ 10,629,069	$ 7,895,506	$ 27,196,032	$ 19,700,614
Net Loss Attributable to Terra Tech Corp.	$ (8,670,424)	$ (5,602,487)	$ (19,664,164)	$ (14,724,160)
Net Loss per Common Share Attributable to Terra Tech Corp. Common Stockholders - Basic and Diluted	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.04)

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 13, 2017
Consideration from assets acquired	$ 6,839,925
Asset Purchase Agreement in cash	$ 4,120,791
Common stock, shares issued	9,500,206
Common stock shares issued, value	$ 2,090,046
Closing value of common stock		$ 0.22
Tech Center Drive [Member]
Common stock, shares issued	12,391,571
Common stock shares issued, value	$ 2,726,146
Due amount	$ 7,012
Escrow [Member]
Common stock, shares issued	2,891,365
Common stock shares issued, value	$ 636,100

INVENTORY (Details)

INVENTORY (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Inventory Details
Raw Materials	$ 1,309,131	$ 486,119
Work-In-Progress	901,241	570,145
Finished Goods	2,271,421	853,066
Total Inventory	$ 4,481,793	$ 1,909,330

PROPERTY, EQUIPMENT AND LEASE43

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET(Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property, Equipment and Leasehold Improvements, Gross	$ 14,860,796	$ 13,019,639
Less accumulated depreciation	(3,886,864)	(2,554,875)
Property, Equipment and Leasehold Improvements, Net	10,973,932	10,464,764
Land and Building [Member]
Property, Equipment and Leasehold Improvements, Gross	1,316,087	1,454,124
Furniture and Equipment [Member]
Property, Equipment and Leasehold Improvements, Gross	3,467,647	3,141,244
Computer Hardware and Software [Member]
Property, Equipment and Leasehold Improvements, Gross	457,535	396,479
Leasehold Improvements [Member]
Property, Equipment and Leasehold Improvements, Gross	8,785,307	7,568,465
Construction in Progress [Member]
Property, Equipment and Leasehold Improvements, Gross	$ 834,220	$ 459,327

PROPERTY, EQUIPMENT AND LEASE44

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Property Equipment And Leasehold Improvements Net Details Narrative
Depreciation expense	$ 479,686	$ 453,723	$ 1,399,418	$ 827,391
Impairment of Property	$ (138,037)		$ (138,037)

INTANGIBLE ASSETS, NET (Details

INTANGIBLE ASSETS, NET (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Gross Carrying Amount	$ 31,670,878		$ 25,049,298
Accumulated Amortization	(2,710,776)		(1,422,200)
Net carrying value	$ 28,960,102	$ 23,640,102	23,627,098
Customer Relationships [Member] | Minimum [Member]
Useful Life (in Years)	5 years
Customer Relationships [Member] | Maximum [Member]
Useful Life (in Years)	12 years
Dispensary license [Member]
Useful Life (in Years)	14 years
Management Service Agreement [Member]
Useful Life (in Years)	15 years
Amortized Intangible Assets [Member]
Gross Carrying Amount	$ 26,350,878		19,729,298
Accumulated Amortization	(2,710,776)		(1,422,200)
Net carrying value	23,640,102		18,307,098
Amortized Intangible Assets [Member] | Customer Relationships [Member]
Gross Carrying Amount	8,960,700		8,960,700
Accumulated Amortization	(1,437,312)		(780,960)
Net carrying value	$ 7,523,388		8,179,740
Amortized Intangible Assets [Member] | Customer Relationships [Member] | Minimum [Member]
Useful Life (in Years)	5 years
Amortized Intangible Assets [Member] | Customer Relationships [Member] | Maximum [Member]
Useful Life (in Years)	12 years
Amortized Intangible Assets [Member] | Trade Brands and Patent [Member]
Gross Carrying Amount	$ 498,598		498,598
Accumulated Amortization	(173,106)		(91,061)
Net carrying value	$ 325,492		407,537
Amortized Intangible Assets [Member] | Trade Brands and Patent [Member] | Minimum [Member]
Useful Life (in Years)	2 years
Amortized Intangible Assets [Member] | Trade Brands and Patent [Member] | Maximum [Member]
Useful Life (in Years)	8 years
Amortized Intangible Assets [Member] | Dispensary license [Member]
Gross Carrying Amount	$ 10,270,000		10,270,000
Accumulated Amortization	(1,100,358)		(550,179)
Net carrying value	$ 9,169,642		9,719,821
Useful Life (in Years)	14 years
Amortized Intangible Assets [Member] | Management Service Agreement [Member]
Gross Carrying Amount	$ 6,621,580
Accumulated Amortization
Net carrying value	$ 6,621,580
Useful Life (in Years)	15 years
Non- Amortized Intangible Assets [Member]
Gross Carrying Amount	$ 5,320,000		5,320,000
Accumulated Amortization
Net carrying value	5,320,000		5,320,000
Non- Amortized Intangible Assets [Member] | Trade Name [Member]
Gross Carrying Amount	5,320,000
Accumulated Amortization
Net carrying value	$ 5,320,000
Estimated useful lives	Indefinite
Non- Amortized Intangible Assets [Member] | Trade Name [Member]
Gross Carrying Amount			5,320,000
Accumulated Amortization
Net carrying value			$ 5,320,000

INTANGIBLE ASSETS, NET (Detai46

INTANGIBLE ASSETS, NET (Details 1) - USD ($)	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Intangible Assets Net Details 1
Estimate amortization expense in 2017	$ 539,614
Estimate amortization expense in 2018	1,783,635
Estimate amortization expense in 2019	1,769,913
Estimate amortization expense in 2020	1,769,913
Estimate amortization expense in 2021	1,731,568
Estimate amortization expense 2022 and thereafter	16,045,459
Estimate amortization expense, Net	$ 23,640,102	$ 28,960,102	$ 23,627,098

INTANGIBLE ASSETS, NET (Detai47

INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Intangible Assets Net Details Narrative
Amortization expense	$ 429,526	$ 298,902	$ 1,288,576	$ 826,400

ACCOUNTS PAYABLE AND ACCRUED 48

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accounts Payable And Accrued Expenses Details
Accounts payable	$ 2,171,256	$ 1,986,907
Sales tax payable	482,509	122,470
Accrued Interest Payable	2,844	96,633
Accrued expenses	1,553,905	211,390
Total Accounts Payable and Accrued Expenses	$ 4,210,514	$ 2,417,400

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Total Debt	$ 2,133,904	$ 1,918,676
Less short-term portion		564,324
Long-term portion	2,133,904	1,354,352
Unsecured Promissory Demand Note [Member]
Total Debt		64,324
Convertible promissory note [Member]
Total Debt		500,000
Convertible promissory note one [Member]
Total Debt		102,582
Convertible promissory note Two [Member]
Total Debt		31,615
Convertible promissory note Three [Member]
Total Debt		1,220,155
Convertible promissory note four [Member]
Total Debt
Convertible promissory note Five [Member]
Total Debt	335,119
Convertible promissory note Six [Member]
Total Debt	$ 1,798,785

NOTES PAYABLE (Details 1)

NOTES PAYABLE (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Notes Payable Details 1
Fair market value of common stock issued upon conversion	$ 6,424,597		$ 18,156,952	$ 2,064,137
Principal amount of debt converted	(3,250,000)		(11,814,324)	(846,491)
Accrued interest converted	(232,225)		(506,985)	(115,249)
Fair value of derivative at conversion date	(3,434,900)		(9,106,950)	(570,100)
Debt discount value at conversion date	1,866,066		7,323,440	388,500
Loss on Extinguishment of Debt	$ 1,373,538		$ 4,052,133	$ 920,797

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended
	Aug. 21, 2017	Jun. 23, 2017	Feb. 22, 2017	Oct. 28, 2016	Sep. 30, 2017	Dec. 31, 2016	Dec. 16, 2016	Nov. 01, 2016	Dec. 14, 2015
Total Debt					$ 2,133,904	$ 1,918,676
Unamortized debt discount					3,766,095	4,295,648
Accrued interest					$ 2,844	$ 96,633
Common stock, par value					$ 0.001	$ 0.001
Convertible promissory note [Member]
Total Debt						$ 500,000
Interest rate				1.00%					12.00%
Conversion price									$ 0.1211
Convesion price, percentage				90.00%
Senior Convertible Promissory Note C Due August 22, 2018 [Member]
Common stock, par value			$ 0.001
Principal amount			$ 3,000,000
Purchase price			$ 3,000,000
Description of conversion price			All principal and interest due and owing under Note C is convertible into shares of Common Stock at any time at the election of the holder at a conversion price per share equal to the lower of (i) $0.2495 or (ii) 85% of the lowest daily volume weighted average price of the Common Stock in the fifteen (15) trading days prior to the conversion date (“Conversion Price C”), which Conversion Price C is subject to adjustment for (i) stock splits, stock dividends, combinations, or similar events and (ii) full ratchet anti-dilution protection.
Debt instrument maturity date			Aug. 22, 2018
Term of conversion feature			the conversion price of Note C will automatically become 70% of the average of the three (3) lowest volume weighted average prices of the Common Stock in the twenty (20) consecutive trading days prior to the conversion date for so long as such event of default remains in effect. All interest payments under the Note are payable, at the Company’s option, in cash or shares of Common Stock.
Common stock average trading volume to activate conversion feature			$ 2,500,000
Additional term of conversion feature			In addition, at any time that (i) the daily volume weighted average price of the Common Stock for the prior ten (10) consecutive trading days is $0.70 or more and (ii) the average daily trading value of the Common Stock is greater than $2,500,000 for the prior ten (10) consecutive trading days, then the Company may demand, upon one (1) day’s notice, that the holder convert Note C at Conversion Price C.
Description of prepayment			The Company may prepay in cash any portion of the outstanding principal amount of Note C and any accrued and unpaid interest by, upon ten (10) days’ written notice to the holder, paying an amount equal to (i) 110% of the sum of the then-outstanding principal amount of Note C plus accrued but unpaid interest, if the prepayment date is within 90 days of the issuance date of Note C; (ii) 115% of the sum of the then-outstanding principal amount of Note C plus accrued but unpaid interest, if the prepayment date is between 91 days and 180 days of the issuance date of Note C; or (iii) 125% of the sum of the then-outstanding principal amount of Note C plus accrued but unpaid interest, if the prepayment date is after 180 days of the issuance date of Note C.
Loan paid in cash			$ 90,000
Senior convertible promissoryNote B [Member]
Common stock, par value		$ 0.001
Principal amount		$ 3,000,000
Purchase price		$ 3,000,000
Senior Convertible Promissory Note B Due December 23, 2018 [Member]
Description of conversion price		All principal and interest due and owing under Note B is convertible into shares of Common Stock at any time at the election of the holder at a conversion price per share equal to the lower of (i) $0.1362 or (ii) 85% of the lowest daily volume weighted average price of the Common Stock in the fifteen (15) trading days prior to the conversion date (“Conversion Price B”), which Conversion Price B is subject to adjustment for (i) stock splits, stock dividends, combinations, or similar events and (ii) full ratchet anti-dilution protection.
Debt instrument maturity date		Dec. 23, 2018
Term of conversion feature		the conversion price of Note B will automatically become 70% of the average of the three (3) lowest volume weighted average prices of the Common Stock in the twenty (20) consecutive trading days prior to the conversion date for so long as such event of default remains in effect.
Additional term of conversion feature		In addition, at any time that (i) the daily volume weighted average price of the Common Stock for the prior ten (10) consecutive trading days is $0.70 or more and (ii) the average daily trading value of the Common Stock is greater than $2,500,000 for the prior ten (10) consecutive trading days, then the Company may demand, upon one (1) day’s notice, that the holder convert Note B at Conversion Price B.
Description of prepayment		The Company may prepay in cash any portion of the outstanding principal amount of Note B and any accrued and unpaid interest by, upon ten (10) days’ written notice to the holder, paying an amount equal to (i) 110% of the sum of the then-outstanding principal amount of Note B plus accrued but unpaid interest, if the prepayment date is within 90 days of the issuance date of Note B; (ii) 115% of the sum of the then-outstanding principal amount of Note B plus accrued but unpaid interest, if the prepayment date is between 91 days and 180 days of the issuance date of Note B; or (iii) 125% of the sum of the then-outstanding principal amount of Note B plus accrued but unpaid interest, if the prepayment date is after 180 days of the issuance date of Note B.
Loan paid in cash		$ 90,000
Senior Convertible Promissory Note A Due February 21, 2019 [Member]
Common stock, par value	$ 0.001
Principal amount	$ 5,500,000
Purchase price	$ 5,500,000
Description of conversion price	All principal and interest due and owing under Note A is convertible into shares of Common Stock at any time at the election of the holder at a conversion price per share equal to the lower of (i) $0.30 or (ii) 85% of the lowest daily volume weighted average price of the Common Stock in the fifteen (15) trading days prior to the conversion date (“Conversion Price A”), which Conversion Price A is subject to adjustment for (i) stock splits, stock dividends, combinations, or similar events and (ii) full ratchet anti-dilution protection.
Debt instrument maturity date	Feb. 21, 2019
Term of conversion feature	the conversion price of Note A will automatically become 70% of the average of the three (3) lowest volume weighted average prices of the Common Stock in the twenty (20) consecutive trading days prior to the conversion date for so long as such event of default remains in effect.
Common stock average trading volume to activate conversion feature	$ 2,500,000
Additional term of conversion feature	In addition, at any time that (i) the daily volume weighted average price of the Common Stock for the prior ten (10) consecutive trading days is $0.70 or more and (ii) the average daily trading value of the Common Stock is greater than $2,500,000 for the prior ten (10) consecutive trading days, then the Company may demand, upon one (1) day’s notice, that the holder convert Note A at Conversion Price A.
Description of prepayment	The Company may prepay in cash any portion of the outstanding principal amount of Note A and any accrued and unpaid interest by, upon ten (10) days’ written notice to the holder, paying an amount equal to (i) 110% of the sum of the then-outstanding principal amount of Note A plus accrued but unpaid interest, if the prepayment date is within 90 days of the issuance date of Note A; (ii) 115% of the sum of the then-outstanding principal amount of Note A plus accrued but unpaid interest, if the prepayment date is between 91 days and 180 days of the issuance date of Note A; or (iii) 125% of the sum of the then-outstanding principal amount of Note A plus accrued but unpaid interest, if the prepayment date is after 180 days of the issuance date of Note A.
Warrants paid in cash	$ 180,000
Warrants issued	$ 169,000
Unsecured Promissory Demand Note [Member]
Total Debt						64,324
Interest rate					4.00%
Common stock, par value					$ 0.75
Convertible promissory note Two [Member]
Total Debt						31,615
Interest rate								12.00%
Conversion price								$ 0.35
Convertible promissory note Three [Member]
Total Debt						1,220,155
Interest rate							12.00%
Conversion price							$ 0.27
Convertible promissory note Four [Member]
Total Debt
Interest rate			12.00%
Conversion price			$ 0.25
Convertible promissory note Five [Member]
Total Debt					335,119
Interest rate		12.00%
Conversion price		$ 0.1362
Convertible promissory note Six [Member]
Total Debt					$ 1,798,785
Interest rate	12.00%
Conversion price	$ 0.30

CONTINGENT CONSIDERATION LIAB52

CONTINGENT CONSIDERATION LIABILITY (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2017	Sep. 30, 2017
Contingent Consideration Liability Details
Contingent Consideration, begning balance	$ 16,434,620	$ 12,085,859		$ 12,085,859
Change in Fair Market Valuation of Contingent Consideration	77,286	4,348,761
Contingent Consideration, ending babance		16,434,620
Contingent Consideration Detail
Performance-Based Cash Contingent Consideration		2,088,000
Market-Based Stock Contingent Consideration		14,346,620
Total		$ 16,434,620

CONTINGENT CONSIDERATION LIAB53

CONTINGENT CONSIDERATION LIABILITY (Details 1) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016
Contingent Consideration Liability Details 1
Contingent Consideration, begning balance		$ 16,434,620	$ 12,085,859			$ 12,085,859
Change in Fair Market Valuation of Contingent Consideration		77,286	4,348,761
Payment of Contingent Consideration in Cash		(2,088,000)
Settlement of Contingent Consideration in stock		(4,739,638)				(4,739,638)
Settlement of Contingent Consideration Recorded Against Additional Paid-In Capital		(4,692,697)				(4,692,697)
Gain on Settlement of Contingent Consideration		(4,991,571)				(4,991,571)
Contingent Consideration, ending babance			$ 16,434,620

CONTINGENT CONSIDERATION LIAB54

CONTINGENT CONSIDERATION LIABILITY (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2017	Dec. 31, 2016
Contingent Consideration liability						$ 12,085,859
Expected contingent consideration liability	15,305,463			15,305,463	15,305,463
Gain on Settlement of Contingent Consideration Liability		$ (4,991,571)			(4,991,571)
Loss on Fair Market Valuation of Contingent Consideration					4,426,047
Contingent consideration, shares issued value					$ 4,789,638
Additional shares clawed-back, shares	34,200,000			34,200,000	34,200,000
Additional shares clawed-back, value	$ 9,684,268			$ 9,684,268	$ 9,684,268
Market-Based Clawback associated with common stock	35,100,000			35,100,000	35,100,000
Additional shares clawed-back pursuant to disputes between the sellers	34,200,000			34,200,000	34,200,000
Black Oak merger [Member]
Contingent Consideration liability	$ 12,754,553			$ 12,754,553	$ 12,754,553
April 1, 2017 (Acquisition Date) [Member]
Final contingent consideration					$ 16,500,000
Contingent consideration, shares issued					18,100,000
Contingent consideration, shares issued value					$ 4,700,000
Contingent consideration, cash payment					2,100,000
Shares released from escrow, value					14,400,000
April 1, 2016 (Acquisition Date) [Member]
Contingent Consideration liability	$ 12,754,553			$ 12,754,553	$ 12,754,553

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Derivative liability - Conversion Feature	$ 4,639,000	$ 6,987,000
Liability Contingent Consideration		12,085,859
Fair value of financial liabilities	4,639,000	19,072,859
Fair Value Measurement Using, Level 1 [Member]
Derivative liability - Conversion Feature
Liability Contingent Consideration
Fair value of financial liabilities
Fair Value Measurement Using, Level 2 [Member]
Derivative liability - Conversion Feature
Liability Contingent Consideration
Fair value of financial liabilities
Fair Value Measurement Using, Level 3 [Member]
Derivative liability - Conversion Feature	4,639,000	6,987,000
Liability Contingent Consideration		12,085,859
Fair value of financial liabilities	$ 4,639,000	$ 19,072,859

FAIR VALUE MEASUREMENTS (Deta56

FAIR VALUE MEASUREMENTS (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Annual Dividend Yield
Risk-Free Interest Rate		2.50%
Minimum [Member]
Stock Price	$ 0.17	$ 0.29
Conversion and Exercise Price	$ 0.12	$ 0.22
Expected Life (Years)	5 months 12 days	1 year 6 months
Risk-Free Interest Rate	1.04%
Expected Volatility	43.80%	120.30%
Maximum [Member]
Stock Price	$ 0.34	$ 0.49
Conversion and Exercise Price	$ 0.44	$ 0.50
Expected Life (Years)	3 years 5 months 1 day	4 years
Risk-Free Interest Rate	2.50%
Expected Volatility	123.56%	144.03%

FAIR VALUE MEASUREMENTS (Deta57

FAIR VALUE MEASUREMENTS (Details 2)	9 Months Ended
	Sep. 30, 2017USD ($)
Fair Value Measurements Details 2
Liabilities measured at fair value Beginning Balance	$ 6,987,000
Change in fair market value of Conversion Feature	(1,122,050)
Derivative debt converted into equity	(9,106,950)
Issuance of equity instruments with derivatives	7,881,000
Liabilities measured at fair value Ending Balance	$ 4,639,000

FAIR VALUE MEASUREMENTS (Deta58

FAIR VALUE MEASUREMENTS (Details 3) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016
Fair Value Measurements Details 3
Contingent Consideration, begning balance		$ 16,434,620	$ 12,085,859			$ 12,085,859
Change in fair market value of contingent conversion Feature						4,426,047
Payment of Contingent Consideration in Cash						(2,088,000)
Settlement of Contingent Consideration		(4,739,638)				(4,739,638)
Settlement of Contingent Consideration Recorded Against Additional Paid-In Capital		(4,692,697)				(4,692,697)
Gain on Settlement of Contingent Consideration Liability		(4,991,571)				(4,991,571)
Contingent Consideration, ending babance			$ 16,434,620

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Deferred Income Tax Assets:
Warrants Expense	$ 5,074,000	$ 4,186,000
Derivatives Expense	5,172,000	4,067,000
Net Operating Losses	19,319,000	15,242,000
Deferred Income Tax Liabilities:
Depreciation	(1,544,000)	(1,334,000)
Total	28,021,000	22,161,000
Valuation Allowance	(28,021,000)	(22,161,000)
Net Deferred Tax

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Income Taxes Details Narrative
Net operating loss carryforwards	$ 43,108,000	$ 34,940,000
Net operating loss carryforwards expiring year	2,034

EQUITY (Details)

EQUITY (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Stock-Based Compensation Expense	$ 849,796	$ 762,627	$ 3,224,285	$ 939,082
Stock Options [Member]
Number of Shares or Options Granted	1,980,769		10,230,769	6,700,000
Stock-Based Compensation Expense	$ 234,580	$ 47,588	$ 439,599	$ 142,766
Employees (Common Stock) [Member]
Number of Shares or Options Granted	747,227		2,383,007
Stock-Based Compensation Expense	$ 170,148		$ 490,880
Employees (Series B Preferred Stock) [Member]
Number of Shares or Options Granted		400,000	600,000	400,000
Stock-Based Compensation Expense		$ 715,039	$ 1,035,406	$ 715,039
Directors (Common Stock) [Member]
Number of Shares or Options Granted			1,215,909	350,000
Stock-Based Compensation Expense			$ 221,973	$ 60,550
Non-Employee Consultants (Common Stock) [Member]
Number of Shares or Options Granted	2,027,581		4,886,586	70,000
Stock-Based Compensation Expense	$ 445,068		$ 1,036,427	$ 20,727

EQUITY (Details Narrative)

EQUITY (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)Numbershares	Sep. 30, 2016USD ($)shares	Dec. 31, 2016USD ($)
Stock issued, shares	9,500,206
Stock issued, amount | $	$ 2,090,046
Converted common stock, shares	178,469,472
Accrued interest | $	$ 2,844		$ 96,633
Warrants [Member]
Stock issued, shares		22,981,647
Stock issued, amount | $		$ 3,150,000
Assets [Member]
Stock issued, shares		172,414
Stock issued, amount | $		$ 100,000
Prepaid Inventory [Member]
Stock issued, shares	13,394,464
Stock issued, amount | $	$ 1,935,500
Compensation [Member]
Stock issued for services, shares	2,383,007
Stock issued for services, amount | $	$ 490,880
Director fees [Member]
Stock issued, shares	1,215,909	350,000
Stock issued, amount | $	$ 221,973	$ 60,550
Stock issued for services, shares	4,886,586	70,000
Stock issued for services, amount | $	$ 1,036,427	$ 20,727
Tech Center Drive [Member]
Stock issued, shares	12,391,571
Stock issued, amount | $	$ 2,726,146
Accredited investor [Member]
Stock issued, shares	30,676,773	25,715,674
Stock issued, amount | $	$ 6,700,000	$ 3,208,134
Promissory notes [Member]
Converted common stock, shares	75,744,005	13,906,149
Converted common stock, amount | $	$ 18,156,952
Accrued interest | $	$ 12,321,309	$ 961,740
Black Oak acquisition [Member]
Stock issued, shares		106,890,000
Number of shares, cancelled	9,291,744
Series B Preferred Stock [Member]
Number of votes | Number	100
Common stock conversion basis	1-for-5.384325537
Stock issued, shares	600,000	400,000
Stock issued, amount | $	$ 1,035,406	$ 715,039
Converted common stock, shares	33,146,112	807,649
Series B Preferred Stock [Member] | Black Oak acquisition [Member]
Stock issued, shares		23,832,962
Number of shares, cancelled	4,279,841
Converted common stock, shares		150,000

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Aug. 31, 2017	May 23, 2017	Sep. 30, 2017	Jun. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Net rent expense			$ 329,364	$ 103,600	$ 956,431	$ 535,559
Operating Leases, Indemnification Agreements, Description					The lease agreement requires monthly payments of $30,000 for eight months and is also renewable for up to three additional terms of one year each.
Common stock shares issued, value					$ 2,090,046
Production Operating Agreement [Member]
Common stock shares issued, value	$ 1,150,000
Production Operating Agreement [Member] | Panther Gap Farms [Member]
Common stock shares issued, value		$ 785,500
Cash reveived due to common stock		$ 100,000

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016
Total Revenues	$ 10,121,375		$ 6,950,365		$ 24,788,704	$ 18,198,441
Cost of Goods Sold	7,786,437		5,694,289		20,588,330	15,380,864
Gross Profit	2,334,938		1,256,076		4,200,374	2,817,577
Selling, general and administrative expenses	6,238,110		5,942,636		18,653,697	13,233,888
Loss from operations	(3,903,172)		(4,686,560)		(14,453,323)	(10,416,311)
Other Income Expense:
Amortization of debt discount	(490,068)		(610,089)		(1,616,338)	(922,621)
Impairment of Property	138,037				138,037
Loss from Derivatives Issued with Debt Greater than Debt Carrying Value			(867,000)			(1,355,000)
Gain (Loss) on fair market valuation of derivatives					1,122,050
Interest Income (Expense)	(119,650)		(159,633)		(407,993)	(276,193)
Loss on Fair Market Valuation of Contingent Consideration					4,426,047
Gain on Settlement of Contingent Consideration		$ (4,991,571)			(4,991,571)
Total Other Income (Expense)	(3,597,193)		(865,722)		(4,526,927)	(4,070,311)
Loss Before Provision for Income Taxes	(7,500,365)		(5,552,282)		(18,980,250)	(14,486,622)
Herbs and Produce Products [Member]
Total Revenues	1,432,500		2,138,260		4,126,710	9,413,121
Cost of Goods Sold	1,192,251		1,921,093		3,487,795	8,758,524
Gross Profit	240,249		217,167		638,915	654,597
Selling, general and administrative expenses	874,141		642,441		2,389,203	1,798,051
Loss from operations	(633,892)		(425,274)		(1,750,288)	(1,143,454)
Other Income Expense:
Amortization of debt discount
Impairment of Property
Loss from Derivatives Issued with Debt Greater than Debt Carrying Value
Loss on Extinguishment of debt
Gain (Loss) on fair market valuation of derivatives
Interest Income (Expense)
Loss on Fair Market Valuation of Contingent Consideration
Gain on Settlement of Contingent Consideration
Total Other Income (Expense)
Loss Before Provision for Income Taxes	(633,892)		(425,274)		(1,750,288)	(1,143,454)
Total assets	6,914,892		6,725,967		6,914,892	6,725,967
Cannabis Dispensary Cultivation and Production [Member]
Total Revenues	8,673,560		4,769,912		20,609,917	8,669,092
Cost of Goods Sold	6,594,186		3,747,841		17,100,535	6,557,137
Gross Profit	2,079,374		1,022,071		3,509,382	2,111,955
Selling, general and administrative expenses	2,822,488		1,920,468		7,659,968	3,772,056
Loss from operations	(743,114)		(898,397)		(4,150,586)	(1,660,101)
Other Income Expense:
Amortization of debt discount
Impairment of Property
Loss from Derivatives Issued with Debt Greater than Debt Carrying Value
Loss on Extinguishment of debt
Gain (Loss) on fair market valuation of derivatives
Interest Income (Expense)	51		(250)		51
Loss on Fair Market Valuation of Contingent Consideration					(4,426,047)
Gain on Settlement of Contingent Consideration					4,991,571
Total Other Income (Expense)	51		(250)		565,575
Loss Before Provision for Income Taxes	(743,063)		(898,647)		(3,585,011)	(1,660,101)
Total assets	68,290,922		2,390,233		68,290,922	2,390,233
Eliminations And Other [Member]
Total Revenues	15,315		42,193		52,077	116,228
Cost of Goods Sold			25,355			65,203
Gross Profit	15,315		16,838		52,077	51,025
Selling, general and administrative expenses	2,541,481		3,379,727		8,604,526	7,663,781
Loss from operations	(2,526,166)		(3,362,889)		(8,552,449)	(7,612,756)
Other Income Expense:
Amortization of debt discount	(490,068)		(610,089)		(1,616,338)	(922,621)
Impairment of Property	(138,037)				(138,037)
Loss from Derivatives Issued with Debt Greater than Debt Carrying Value			(867,000)			(1,355,000)
Loss on Extinguishment of debt	(1,373,538)				(4,052,133)	(920,797)
Gain (Loss) on fair market valuation of derivatives	(1,475,900)		771,000		1,122,050	(595,700)
Interest Income (Expense)	(119,701)		(159,383)		(408,044)	(276,193)
Loss on Fair Market Valuation of Contingent Consideration
Gain on Settlement of Contingent Consideration
Total Other Income (Expense)	(3,597,244)		(865,472)		(5,092,502)	(4,070,311)
Loss Before Provision for Income Taxes	(6,123,410)		(4,228,361)		(13,644,951)	(11,683,067)
Total assets	12,151,701		60,849,033		12,151,701	60,849,033
Segment Information [Member]
Total Revenues	10,121,375		6,950,365		24,788,704	18,198,441
Cost of Goods Sold	7,786,437		5,694,289		20,588,330	15,380,864
Gross Profit	2,334,938		1,256,076		4,200,374	2,817,577
Selling, general and administrative expenses	6,238,110		5,942,636		18,653,697	13,233,888
Loss from operations	(3,903,172)		(4,686,560)		(14,453,323)	(10,416,311)
Other Income Expense:
Amortization of debt discount	(490,068)		(610,089)		(1,616,338)	(922,621)
Impairment of Property	(138,037)				(138,037)
Loss from Derivatives Issued with Debt Greater than Debt Carrying Value			(867,000)			(1,355,000)
Loss on Extinguishment of debt	(1,373,538)				(4,052,133)	(920,797)
Gain (Loss) on fair market valuation of derivatives	(1,475,900)		771,000		1,122,050	(595,700)
Interest Income (Expense)	(119,650)		(159,633)		(407,993)	(276,193)
Loss on Fair Market Valuation of Contingent Consideration					(4,426,047)
Gain on Settlement of Contingent Consideration					4,991,571
Total Other Income (Expense)	(3,597,193)		(865,722)		(4,526,927)	(4,070,311)
Loss Before Provision for Income Taxes	(7,500,365)		(5,552,282)		(18,980,250)	(14,486,622)
Total assets	$ 87,357,515		$ 69,965,233		$ 87,357,515	$ 69,965,233

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Oct. 26, 2017	Sep. 30, 2017
Shares issued		9,500,206
Common stock, amount		$ 2,090,046
Converted common stock, shares		178,469,472
Subsequent Event [Member] | Joint Venture Agreement [Member] | NuLeaf [Member]
Convertible loan	$ 4,500,000
Interest rate per annum	6.00%
Ownership converted agreement	50.00%
Subsequent Event [Member] | Accrued Interest [Member]
Converted common stock, amount		$ 69,777
Subsequent Event [Member] | Convertible promissory notes [Member]
Converted common stock, amount		$ 1,640,000
Converted common stock, shares		11,527,292
Subsequent Event [Member] | Equity Financing Facility [Member]
Shares issued		6,942,184
Common stock, amount		$ 1,250,000