terratech_ex992.htm

	GrowOp Technologies, Ltd.			Private Secretary, Inc.			Adjustments			Pro Forma September 30, 2011
Assets
Current Assets:
Cash	$	22,706		$	35		$	-		$	22,741
Accounts receivable, net		38,006			-						38,006
Inventories, net		349,730			-						349,730
Current portion of notes receivable		36,441			-						36,441
Prepaid inventory		270,078			63						270,141
Total Current Assets		716,961			98			-			717,059
Property and equipment, net		56,743			-						56,743
Deposits		5,000			-						5,000
Total Assets	$	778,704		$	98		$	-		$	778,802


Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses	$	78,277		$	25,303		$	-		$	103,580
Note payable		250,000			-						250,000
Due to officers		231,292			-			(231,292	)		-
Due to related party		-			21,147						21,147
Total Current Liabilities		559,569			46,450			(231,292	)		374,727

Commitment and Contingencies		-			-			-			-

Stockholders' Equity
Preferred stock, Series A		-			-			-			-
Preferred stock, Series B		-			-			79,419			79,419

Common Stock		3,306			248,000			(169,307	)		81,999

Additional paid-in capital		1,401,219			(231,600	)		321,180			1,490,799
Accumulated Deficit		(1,185,390	)		(62,752	)					(1,248,142	)
Total Stockholders' Equity		219,135			(46,352	)		231,292			404,075

Total Liabilities and Stockholders' Equity	$	778,704		$	98		$	-		$	778,802

PRIVATE SECRETARY, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS - (Pro Forma)

NINE MONTHS ENDED SEPTEMBER 30, 2011

	GrowOp Technologies, Ltd.			Private Secretary, Inc.			Adjustments		Pro Forma Nine Months Ended September 30, 2011

Total Revenues	$	630,329		$	-		$	-	$	630,329
Cost of Good Sold		440,310			-			-		440,310
		190,019			-			-		190,019
Selling, general and administrative expenses		776,185			22,371			-		798,556
Loss from operations		(586,166	)		(22,371	)		-		(608,537	)

Other Income (Expenses)
Interest Expense		(18,438	)		-			-		(18,438	)
Total Other Income (Expenses)		(18,438	)		-			-		(18,438	)
Loss before Provision of Income Taxes		(604,604	)		(22,371	)		-		(626,975	)
Provision for income taxes		800			-			-		800
Net Loss applicable to common shareholders	$	(605,404	)	$	(22,371	)	$	-	$	(627,775	)

PRIVATE SECRETARY, INC.

NOTES TO CONSOLIDATING FINANCIAL STATEMENTS

1. REVERSE MERGER

On February 9, 2012, Private Secretary, Inc. (the “Company”) completed a reverse merger transaction through a merger with GrowOp Technology whereby the Company acquired all of the issued and outstanding shares of GrowOp Technology in exchange for 33,998,520 shares of our common stock, which represented approximately 41.4% of our total shares outstanding immediately following the closing of the transaction. As a result of the reverse acquisition, GrowOp Technology became our wholly owned subsidiary and the former shareholders of GrowOp Technology became our controlling stockholders. The share exchange transaction with GrowOp Technology was treated as a reverse acquisition, with GrowOp Technology as the acquiror and the Company as the acquired party.

On February 26, 2012, pursuant the Agreement and Plan of Merger, the Company issued an aggregate of 100 shares of Series A Preferred Stock and 24,999,900 shares of Series B Preferred Stock to Derek Peterson and Amy Almsteier, both of whom are officers and directors of the Company. The Company offered and sold the shares in reliance on the exemption from registration pursuant to Section 4(2) of Securities Act and Rule 506 of Regulation D promulgated thereunder.

2. ASSUMPTIONS IN CONSOLIDATION

The Pro Forma Consolidating Balance Sheet as of September 30, 2011 is adjusted as if the transaction took place as of January 1, 2011. The debt that is due to officers is converted into Preferred Stock. There is an adjustment for the common stock that would be issued to the existing shareholders of GrowOp Technology as if the transaction took place as of January 1, 2011.

No adjustments were required for the Pro Forma Consolidating Statements of Operations for the nine months ended September 30, 2011.