UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
AMENDMENT NO. 1
TO
FORM 10-Q

(MARK ONE)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission File No. 000-54258
 
TERRA TECH CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
  
26-3062661
(State or other jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
Identification No.)

18101 Von Karman, Third Floor
Irvine, California 92612
(Address of principal executive offices, zip code)

(855) 447-6967
(Registrant’s telephone number, including area code)
 
_____________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)      
 
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 13, 2014, there were 167,022,553 shares of common stock, $0.001 par value per share, outstanding; 100 shares of Series A Preferred Stock, $0.001 par value per share, outstanding; and 14,750,000 shares of Series B Preferred Stock, $0.001 par value per shares, outstanding.
 
 
 
 
 
EXPLANATORY NOTE

Terra Tech Corp. (the “Company”), hereby amends its Quarterly Report on Form 10-Q, as amended, for the quarter ended March 31, 2014, to change on its Consolidated Balance Sheets (i) net account receivables for the year ended December 31, 2013 from $445,448 to $41,903, (ii) note receivable from $0 to $173,754, (iii) total current assets for the year ended December 31, 2013 from $473,248 to $243,457, (iv) total assets for the year ended December 31, 2013 from $4,270,376 to $4,040,585, (v) accounts payable and accrued expenses from $1,505,709 to $1,275,918, (vi) total current liabilities from $4,186,889 to $3,957,098 and (vii) total liabilities and stockholders’ equity from $4,270,376 to $4,040,585. Such changes are also reflected in the Company’s Consolidated Statement of Cash Flows for the three months ended March 31, 2014, changing (i) accounts receivable from source of $33,867 to use of $369,678, (ii) notes receivable of no change to source of $173,754 and (iii) accounts payable from use of $458,001 to use of $228,210. This Amendment No. 1 to Form 10-Q does not reflect events occurring after the filing of the original Form 10-Q on May 15, 2014, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth herein.
 
 
 
 
 TERRA TECH CORP.
(A Development Stage Company)
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2014

INDEX

Index
    
Page
  
         
Part I.
Financial Information
      
         
 
Item 1.
Financial Statements
   F-1  
           
   
Condensed Consolidated Balance Sheets as of March 31, 2014 (unaudited) and December 31, 2013.
    
F-1
  
             
   
Condensed Consolidated Statements of Operations for the three months ended March 31, 2014 (unaudited) and 2013.
    
F-2
  
             
   
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2014 (unaudited) and 2013.
    
F-3 - F-4
  
             
   
Notes to Condensed Financial Statements (Unaudited).
    
F-5 - F-17
  
             
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
    
4
  
             
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
    
6
  
             
 
Item 4.
Controls and Procedures.
    
6
  
             
Part II.
Other Information
        
           
 
Item 1.
Legal Proceedings.
    
7
  
             
 
Item 1A.
Risk Factors.
    
7
  
             
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
    
7
  
             
 
Item 3.
Defaults Upon Senior Securities.
    
7
  
             
 
Item 4.
Mine Safety Disclosures.
    
7
  
             
 
Item 5.
Other Information.
    
7
  
             
 
Item 6.
Exhibits.
    
8
  
             
Signatures
    
9
  
 
 
2
 
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Terra Tech Corp., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (i) product demand, market and customer acceptance of Terra Tech’s equipment and other goods, (ii) ability to obtain financing to expand its operations, (iii) ability to attract qualified sales representatives, (iv) competition, pricing and development difficulties, (v) ability to integrate Edible Garden Corp. into its operations as a reporting issuer with the Securities and Exchange Commission, and (iv) general industry and market conditions and growth rates and general economic conditions., the exercise of the majority control the Company’s affiliates collectively hold of the Company’s voting securities, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
 
 
3
 
 
PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
 
TERRA TECH CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
March 31,
    
December 31,
  
   
2014
    
2013
  
   
Unaudited
        
Assets
            
Current Assets:
            
Cash
   $ 2,969,824     $ 26,943  
Accounts receivable, net
     411,581       41,903  
Prepaid expenses
     857       857  
Note receivable     -       173,754  
Total Current Assets
     3,382,262       243,457  
                 
Property, equipment and leasehold improvements, net
     4,842,817       21,369  
Intangible assets, net
     184,252       194,872  
Deposits
     4,550       3,580,887  
Total Assets
   $ 8,413,881     $ 4,040,585  
                 
Liabilities and Stockholders' Equity
                
Current Liabilities
                
Accounts payable and accrued expenses
   $ 896,166     $ 1,275,918  
Note payable
     2,376,990       1,197,680  
Loans from Related Party
     -       102,500  
Derivative liability
     2,819,000       1,381,000  
Total Current Liabilities
     6,092,156       3,957,098  
                 
Commitment and Contingencies
     -       -  
                 
Stockholders' Equity
                
Preferred stock, Convertible Series A, Par value $0.001;
                
authorized and issued 100 shares as of March 31, 2014
                
and December 31, 2013 respectively
     -       -  
Preferred stock, Convertible Series B, Par value $0.001;
                
authorized 24,999,900 shares; issued and outstanding
                
14,750,000 shares as of March 31, 2014 and
                
December 31, 2013, respectively
     14,750       14,750  
Common stock, Par value $0.001; authorized 350,000,000
                
shares; issued 165,105,886 and 146,806,928 shares as
                
of March 31, 2014 and December 31, 2013, respectively
     165,106       146,808  
Additional paid-in capital
     21,895,676       14,759,246  
Accumulated Deficit
     (19,753,807 )     (14,837,317 )
Total Stockholders' Equity
     2,321,725       83,487  
                 
Total Liabilities and Stockholders' Equity
   $ 8,413,881     $ 4,040,585  
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
 
F-1
 

TERRA TECH CORP.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Unaudited
 
   
3 Months
    
3 Months
  
   
Ended
    
Ended
  
   
March 31,
    
March 31,
  
   
2014
    
2013
  
             
Total Revenues
   $ 560,319     $ 66,121  
Cost of Goods Sold
     558,229       68,005  
      2,090       (1,884 )
Selling, general and administrative expenses
     2,203,805       745,533  
Loss from operations
     (2,201,715 )     (747,417 )
                 
Other Income (Expenses)
                
Loss from derivatives issued with debt greater
                
than debt carrying value
     (1,214,000 )     (718,000 )
Loss on fair market valuation of derivatives
     (1,284,825 )     -  
Interest Expense
     (215,950 )     (82,953 )
Total Other Income (Expense)
     (2,714,775 )     (800,953 )
Loss before Provision of Income Taxes
     (4,916,490 )     (1,548,370 )
Provision for income taxes
     -       -  
Net Loss applicable to common shareholders
   $ (4,916,490 )   $ (1,548,370 )
                 
Net Loss per Common Share Basic and Diluted
   $ (0.03 )   $ (0.02 )
                 
Weighted Average Number of Common Shares
                
Outstanding - Basic and Diluted
     155,761,420       83,370,432  
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
 
F-2
 

TERRA TECH CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited
 
   
3 Months
    
3 Months
  
   
Ended
    
Ended
  
   
March 31,
    
March 31,
  
   
2014
    
2013
  
CASH FLOWS FROM OPERATING ACTIVITIES:
            
Net Loss
   $ (4,916,490 )   $ (1,548,370 )
Adjustments to reconcile net loss to net cash
                
used in operating activities:
                
Loss on fair market valuation of derivatives
     1,284,825       -  
Depreciation and amortization
     92,982       3,070  
Warrants issued with common stock
     1,249,123       185,630  
Stock issued for interest expense
     -       55,777  
Stock issued for services
     -       309,048  
Equity instruments issued with debt greater than
                
debt carrying amount
     1,214,000       718,000  
Change in accounts receivable reserve
     -       (5,000 )
Changes in operating assets and liabilities:
                
Accounts receivable
     (369,678 )     31,695  
Inventory
     -       (2,709 )
Note receivable     173,754       -  
Deposits
     4,550       (508,000 )
Accounts payable
     (228,210 )     (50,431 )
Net cash used in operations
     (1,495,144 )     (811,290 )
                 
CASH FLOW FROM INVESTING ACTIVITIES:
                
Purchase of property and equipment
     (1,332,024 )     -  
Net cash used in investing activities
     (1,332,024 )     -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                
Proceeds from issuance of notes payable
     1,984,210       928,474  
Proceeds from issuance of notes payable to
                
related parties
     27,500       17,502  
Payments on notes payable
     (300,000 )     -  
Payments on notes payable to related parties
     (130,000 )     (5,000 )
Proceeds from issuance of common stock and
                
warrants and common stock subscribed
     4,014,919       290,160  
Proceeds from issuance of common stock
                
from the exercise of warrants
     173,420       -  
Net cash provided by financing activities
     5,770,049       1,231,136  
                 
NET CHANGE IN CASH AND CASH EQUIVALENTS
     2,942,881       419,846  
CASH AND CASH EQUIVALENTS, beginning of period
     26,943       16,312  
CASH AND CASH EQUIVALENTS, end of period
   $ 2,969,824     $ 436,158  
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
 
F-3
 

TERRA TECH CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited
 
   
3 Months
    
3 Months
  
   
Ended
    
Ended
  
   
March 31,
    
March 31,
  
   
2014
    
2013
  
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITES
            
             
Cash paid for interest
   $ 95,676     $ 2,250  
                 
SUPPLEMENTAL DISCLOSURE FOR FINANCING ACTIVITES
                
                 
Warrant expense
   $ 1,249,123     $ 185,630  
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
 
F-4
 
 
TERRA TECH CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Organization

We were incorporated as Private Secretary, Inc. on July 22, 2008 in the State of Nevada. From inception until we completed our reverse acquisition of GrowOp Technology, the principal business of the Company originally was to develop a software program that would allow for automatic call processing through VoIP technology. On January 27, 2012, the Company filed an amendment to its Articles of Incorporation changing its name to Terra Tech Corp. During that time, we had no revenue and our operations were limited to capital formation, organization, and development of our business plan and target customer market. As a result of the merger with GrowOp Technology, on February 9, 2012 we ceased our prior operations and we are now a holding company and our wholly owned subsidiary GrowOp Technology engages in the design, marketing and sale of hydroponic equipment with proprietary technology to create sustainable solutions for the cultivation of indoor agriculture. On April 23, 2013, we entered into a Share Exchange Agreement, dated March 23, 2013 by and among the Company, Edible Garden Corp., a Nevada corporation (“Edible Garden”), and the holders of common stock of Edible Garden. As a result of the share exchange Edible Garden is now a wholly-owned subsidiary of the Company. Edible Garden is a retailer seller of its line of locally grown hydroponic produce, which is distributed throughout the Northeast United States.
 
Recent Developments

On March 23, 2013, Terra Tech Corp. (formerly named, “Private Secretary, Inc.”) (, a Nevada corporation (the “Company”) entered into a Share Exchange Agreement with Edible Garden Corp., a Nevada corporation (“Edible Garden”), and the holders of common stock Edible Garden. The share exchange was consummated on April 24, 2013, when Articles of Exchange were filed with the Secretary of State of the State of Nevada.

Under the terms and conditions of the Agreement, the Company issued 1,250,000 shares of common stock of the Company in consideration for all the issued and outstanding shares in Edible Garden Corp. The effect of the issuance is that Edible Garden Corp. shareholders now hold outstanding shares of common stock of the Company.

On February 9, 2012, Terra Tech Corp. entered into an Agreement and Plan of Merger dated February 9, 2012 (the “Agreement and Plan of Merger”), by and among the Company, TT Acquisitions, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“TT Acquisitions”), and GrowOp Technology Ltd., a Nevada corporation (“GrowOp Technology”).

Under the terms and conditions of the Agreement and Plan of Merger, the Company sold 33,998,500 shares of common stock of the Company in consideration for all the issued and outstanding shares in GrowOp Technology. The effect of the issuance is that GrowOp Technology shareholders now hold approximately 41.46% of the issued and outstanding shares of common stock of the Company. Separately, TT Acquisitions merged with GrowOp Technology, with the effect that GrowOp Technology is a wholly-owned subsidiary of the Company. Articles of Merger, effecting the merger of GrowOp Technology and TT Acquisitions, were filed with the Secretary of State of the State of Nevada on February 9, 2012.
 
 
F-5
 
 
TERRA TECH CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

GrowOp Technology was founded in March 2010, in Oakland, California. GrowOp Technology’s business (now the principal business of Terra Tech) is the integration of best of breed hydroponic equipment with proprietary technology to create sustainable solutions for the cultivation of indoor agriculture. We work closely with expert horticulturists, engineers, and scientists, to develop and manufacture advanced proprietary products for the hydroponic industry. Our products are utilized by horticulture enthusiasts, local urban farmers, and green house growers. We believe that the emerging trend of urban and indoor agriculture has fostered an entrepreneurial push by companies to bring their concept to market. Many of these companies lack both the intellectual resources and manufacturing capabilities to bring their idea to fruition. That is where Terra Tech is positioned. We have the team and the resources to help bring indoor cultivation designs from concept to production. Our products can be found through specialty retailers throughout the United States.

The accompanying unaudited condensed financial statements include all of the accounts of Terra Tech. These condensed financial statements have been prepared in accordance with accounting principals generally accepted in the United States for financial information and with the instructions to Form S-1 and Regulation S-X. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.
 
Use of Estimates

The preparation of the financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Cash and Cash Equivalents

Cash and all highly liquid investments with a maturity of three months or less from the date of purchase, including money market mutual funds, short-term time deposits, and government agency and corporate obligations, are classified as cash and cash equivalents.
 
Accounts Receivable

The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company does not accrue interest receivable on past due accounts receivable. There was an allowance of $52,000 at March 31, 2014 and at December 31, 2013.
 
 
F-6
 
 
TERRA TECH CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
 
Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets: 3-15 years for machinery and equipment, leasehold improvements are amortized over the estimated useful life. Repairs and maintenance expenditures which do not extend the useful lives of related assets are expensed as incurred.
 
Intangibles

Intangible assets with definite lives are amortized, but are tested for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Our annual testing date is December 31. We test intangibles for impairment by first comparing the carrying value of net assets to the fair value of the related operations. If the fair value is determined to be less than carrying value, a second step is performed to compute the amount of the impairment. In this process, a fair value for intangibles is estimated, based in part on the fair value of the operations, and is compared to its carrying value. The shortfall of the fair value below carrying value represents the amount of intangible impairment. We test these intangibles for impairment by comparing their carrying value to current projections of discounted cash flows attributable to the customer list. Any excess carrying value over the amount of discounted cash flows represents the amount of the impairment.
 
Deposits

Deposits are for the purchase of a greenhouse and farm.
 
Revenue Recognition

Revenue is recognized net of discounts, rebates, promotional adjustments, price adjustments and estimated returns and upon transfer of title and risk to the customer which occurs at shipping (F.O.B. terms). Upon shipment, the Company has no further performance obligations and collection is reasonably assured as the majority of sales are paid for prior to shipping.
 
Cost of Goods Sold

Management decided to change the focus of the business in 2011 to designing, manufacturing and selling hydroponic equipment where favorable gross margins are achieved.
 
Research and Development

Research and development costs are expensed as incurred.
 
 
F-7
 

TERRA TECH CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
 
Income Taxes

The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expenses are expected to be settled in the Company’s income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. Accordingly, for Federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset for the quarter ended March 31, 2014.
 
Loss Per Common Share

Net loss per share, in accordance with the provisions of ASC 260, “Earnings Per Share” is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. During a loss period, the effect of the potential exercise of stock options, warrants, convertible preferred stock and convertible debt are not considered in the diluted income (loss) per share calculation since the effect would be anti-dilutive. The results of operations were a net loss for the quarter ended March 31, 2014 therefore the basic and diluted weighted average common shares outstanding were the same.
 
Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. 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, which 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 – Quoted prices in active markets for identical assets or liabilities.
 
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
 
 
F-8
 
 
TERRA TECH CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
 
The Company’s valuation techniques used to measure the fair value of money market funds and certain marketable equity securities were derived from quoted prices in active markets for identical assets or liabilities. The valuation techniques used to measure the fair value of all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data.
 
In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.
 
Recently Issued Accounting Standards

Management does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
 
2. GOING CONCERN

The Company’s future success is dependent upon its ability to achieve profitable operations and generate cash from operating activities, and upon additional financing. Management believes they can raise the appropriate funds needed to support their business plan and develop an operating company which is cash flow positive.

However, the Company has incurred net losses for the three months ended March 31, 2014 and has accumulated a deficit of approximately $19.8 million at March 31, 2014. The Company has not been able to generate sufficient cash from operating activities to fund its ongoing operations. There is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The condensed financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.
 
3. CONCENTRATIONS OF BUSINESS AND CREDIT RISK

The Company maintains cash balances in several financial institutions which are insured by the Federal Deposit Insurance Corporation up to certain federal limitations.

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.
 
 
F-9
 
 
TERRA TECH CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 
4. SHARE EXCHANGE

On April 24, 2013, the shareholders of the Company entered into a definitive agreement pursuant to which its shareholders exchanged common stock of Edible Garden Corp. for common stock of the Company. Under the agreement the Company acquired the customer list. Under the terms of this agreement the Company paid 1,250,000 shares of common stock valued at $212,500.

The transaction was accounted for as a business acquisition. In accordance with generally accepted accounting principles, intangible assets are recorded at fair values as of the date of the transaction. The Company has preliminarily allocated the $212,500 consideration paid to the acquired assets as follows:

Cash
    
100
  
Intangible assets, customer list
    
212,400
  
Fair value acquired
  
$
212,500
  

Intangible assets with estimated useful lives are amortized over a 5 year period. Amortization expense was $10,620 for the quarter ended March 31, 2014.
 
5. REVERSE MERGER

On February 9, 2012, the Company completed a reverse merger transaction through a merger with GrowOp Technology whereby we 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 14,750,000 shares of Series B Preferred Stock to Derek Peterson and Amy Almsteier, both of whom are officers and directors of the Company. The Company exchanged the shares for the Series A Preferred Stock and shares of Series B Preferred Stock issued by GrowOp Technology.

Purchase Accounting
The Acquisition was accounted for using the purchase method of accounting as a reverse acquisition. In a reverse acquisition, the post-acquisition net assets of the surviving combined company includes the historical cost basis of the net assets of the accounting acquirer (GrowOp Technologies Ltd.) plus the fair value of the net assets of the accounting acquiree (Terra Tech Corp). Further, under the purchase method, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values and the excess of the purchase price over the estimated fair value of the identifiable net assets is allocated to any intangible assets with the remaining excess purchase price over net assets acquired allocated to goodwill.
 
 
F-10
 
 
TERRA TECH CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
REVERSE MERGER, Continued

The fair value of the consideration transferred in the Acquisition was $4,800,000 and was calculated as the number of shares of common stock that GrowOp Technologies Ltd. would have had to issue in order for Terra Tech Corp. shareholders to hold a 58.6% equity interest in the combined Company post-acquisition, multiplied by the estimated fair value of the Company’s common stock on the acquisition date. The estimated fair value of the Company’s common stock was based on the offering price of the common stock sold in a private placement of share subscriptions which was completed most recently prior to the merger. This price was determined to be the best indication of fair value on that date since the price was based on an arm’s length negotiation with a group consisting of both new and existing investors that had been advised of the pending Acquisition and assumed similar liquidity risk as those investors holding the majority of shares being valued as purchase consideration.

The following table summarizes the Company’s determination of fair values of the assets acquired and the liabilities as of the date of acquisition.

Consideration - issuance of securities
  
$
4,800,000
  
Cash
  
$
35
  
Goodwill
    
4,799,965
  
         
Total purchase price
  
$
4,800,000
  

The Company performed an impairment test related to goodwill as of the date of the merger and it was determined that goodwill was impaired. At that time, the Company recorded a charge to operations for the amount of the impairment of $4,799,965.
 
6. PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements at cost, less accumulated depreciation, at March 31, 2014 and December 31, 2013 consisted of the following:

   
March 31,
    
December 31,
  
   
2014
    
2013
  
Furniture
   $ 35,956     $ 31,539  
Equipment
     1,593,444       26,022  
Leasehold improvements
     3,342,372       10,400  
Subtotal
     4,971,772       67,961  
Less accumulated depreciation
     (128,955 )     (46,592 )
Total
   $ 4,842,817     $ 21,369  

Depreciation expense related to property and equipment for the quarter ended March 31, 2014 was $82,363 and for the quarter ended March 31, 2013 was $3,070.
 
 
F-11
 
 
TERRA TECH CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Accounts payable and accrued expenses consisted of the following:
 
   
March 31,
    
December 31,
  
   
2014
       2013,  
Accounts payable
   $ 711,326     $ 948,421  
Accrued officers’ salary
     60,000       60,000  
Accrued interest
     62,241       204,898  
Accrued payroll taxes
     62,599       62,599  
    $ 896,166     $ 1,275,918  
 
8. NOTE PAYABLE

Notes payable is as follows:
 
   
March 31,
    
December 31,
  
   
2014
    
2013
  
             
Unsecured promissory demand note dated May 7, 2012, issued to an accredited investor, bearing interest at a rate of 4% per annum. Holder may elect to convert into common stock at $0.75 per share.
     5,000       5,000  
                 
Promissory note dated July 26, 2013, issued to an accredited investor, maturing July 15, 2014, bearing interest at a rate of 12% per annum. Principal and interest may be converted into common stock based on the average trading price of the ten days prior to maturity at the holders’ option.
     150,000       150,000  
                 
Unsecured promissory demand notes, issued to an accredited investor, bearing interest at a rate of 4% per annum. Holder may elect to convert into common stock at $0.75 per share.
     109,306       109,306  
                 
Unsecured promissory demand note, issued to an accredited investor, bearing interest at a rate of 15% per annum.
     3,474       3,474  

 
F-12
 
 
TERRA TECH CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE PAYABLE, Continued
 
Senior secured promissory notes dated July 26, 2013, issued to accredited investors, maturing April 26, 2013, bearing interest at a rate of 6% per annum. Principal and interest was be converted into common stock based on the average trading price of the ten days prior to maturity at the holders’ option during the quarter ended March 31, 2014.
     -       250,000  
                 
Senior secured promissory notes dated October 10, 2013, issued to accredited investors, maturing April 5, 2014, bearing interest at a rate of 6% per annum. Principal and interest was be converted into common stock based on the average trading price of the ten days prior to maturity at the holders’ option during the quarter ended March 31, 2014.
     -       54,900  

Senior secured promissory note dated October 10, 2013, issued to an accredited investor, maturing May 22, 2014, bearing interest at a rate of 6% per annum. Principal and interest may be converted into common stock based on the average trading price of the ten days prior to maturity at the holders’ option. $25,000 was converted during the quarter ended March 31, 2014.
     25,000       50,000  
                 
Senior secured promissory notes dated November 22, 2013, issued to accredited investors, maturing May 15, 2014, bearing interest at a rate of 6% per annum. Principal and interest may be converted into common stock based on the average trading price of the ten days prior to maturity at the holders’ option. $175,000 was converted during the quarter ended March 31, 2014. $100,000 principal plus accrued interest was paid during the quarter ended March 31, 2014.
     -       275,000  
                 
Senior secured promissory notes dated December 5, 2013, issued to accredited investors, maturing July 1, 2014, bearing interest at a rate of 12% per annum.
     300,000       300,000  
 
 
F-13
 
 
TERRA TECH CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE PAYABLE, Continued
 
Demand promissory notes dated January 7, 2014, issued to an accredited investor, maturing August 7, 2014, bearing interest at a rate of 12% per annum.
     100,000       -  
                 
5% Original issue discount senior secured convertible promissory note dated February 5, 2014, issued to accredited investors, bearing interest at a rate of 12% per annum. The fixed conversion price in effect shall be 90% of the 20 day VWAP of Company Common Stock prior to February 5th, 2014.
     842,105       -  
                 
5% Original issue discount senior secured convertible promissory note dated March 5, 2014, issued to accredited investors, bearing interest at a rate of 12% per annum. The fixed conversion price in effect shall be 90% of the 20 day VWAP of Company Common Stock prior to February 5th, 2014.
     842,105       -  
    $ 2,376,990     $ 1,197,680  
 
The senior secured promissory notes are secured by shares of common stock. There is accrued interest of $62,241 as of March 31, 2014.
 
9. LOANS FROM RELATED PARTY

Notes payable to related party is as follows:
 
   
March 31,
    
December 31,
  
   
2014
    
2013
  
Unsecured promissory note dated December 2, 2011 and due December 2, 2012, issued to an entity controlled by Michael James an officer of the Company, bearing interest at a rate of 15% per annum. The maturity date has been extended until March 31, 2014. Interest shall be paid in cash or common stock at the holders’ option. Principal in the amount of $30,000 was paid during the quarter ended March 31, 2014.
   $ -     $ 30,000  
                 
Unsecured promissory note dated December 2, 2011 and due December 2, 2012, issued to Michael Nahass a director of the Company, bearing interest at a rate of 15% per annum. The maturity date has been extended until March 31, 2014. Interest shall be paid in cash or common stock at the holders’ option. During the year ended December 31, 2013, $17,502 has been advanced to the Company. Principal in the amount of $72,500 was paid during the quarter ended March 31, 2014.
     -       72,500  
    $ -     $ 102,500  
 
 
F-14
 
 
TERRA TECH CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
10. CAPITAL STOCK

Preferred Stock

The Company has authorized 25 million shares of preferred stock with $0.001 par value, of which there were 100 shares of Series A Convertible Preferred Stock outstanding as of March 31, 2014. Series A Convertible Preferred Stock is convertible on a one-for-one basis into common stock and has all of the voting rights that the holders of our common stock has.

On February 26, 2012, pursuant the Agreement and Plan of Merger, the Company issued an aggregate of 100 shares of Series A Preferred Stock to Derek Peterson and Amy Almsteier, both of whom are officers and directors of the Company.

There were 14,750,000 shares of Series B Convertible Preferred Stock outstanding as of March 31, 2014. The Series B Convertible Preferred shares will vote with the common stock of the Company, be equal to 100 votes of common stock and be convertible into shares of common stock of the Company and a 1-for-5.384325537.

On February 26, 2012, pursuant the Agreement and Plan of Merger, the Company issued an aggregate of 14,750,000 shares of Series B Preferred Stock to Derek Peterson and Amy Almsteier, both of whom are officers and directors of the Company. On April 23, 2013, we entered into a Share Exchange Agreement, dated March 23, 2013 (the “Share Exchange Agreement”), by and among the Company, Edible Garden Corp., a Nevada corporation (“Edible Garden”), and the holders of common stock of Edible Garden. Amy Almsteier, our majority shareholder, and officer and director, offered and sold 7,650,000 of her 12,500,000 shares of Series B Preferred Stock to Ken VandeVrede, Mike VandeVrede, Steve VandeVrede and Dan VandeVrede, Beverly Willekes, and David VandeVrede (collectively, the “Edible Garden Shareholders”), each of whom acquired the Series B Preferred Stock on a pro-rata basis, based on their respective parentage equity interest in Edible Garden immediately prior to the consummation of the Share Exchange Agreement.

Common Stock

The Company has authorized 350 million shares of common stock with $0.001 par value, of which there were issued and outstanding 165,105,886 as of March 31, 2014.
 
11. WARRANTS

The Company has the following shares of common stock reserved for the warrants outstanding as of March 31, 2014:
 
   
March 31, 2014
  
         
Weighted
  
         
Average
  
         
Exercise
  
   
Shares
    
Price
  
Warrants outstanding – beginning of year
     19,550,817     $ 0.17  
Warrants exercised
     (2,838,777 )     0.06  
Warrants granted
     2,807,018       0.30  
Warrants expired
     -       -  
                 
Warrants outstanding – end of period
     19,519,058     $ 0.21  
 
 
F-15
 
 
TERRA TECH CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
WARRANTS, Continued

The weighted exercise price and weighted fair value of the warrants granted by the Company as of March 31, 2014, are as follows:
 
   
March 31, 2014
  
   
Weighted
        
   
Average
    
Weighted
  
   
Exercise
    
Average
  
   
Price
    
Fair Value
  
             
Weighted average of warrants granted during the three months whose exercise price exceeded fair market value at the date of grant
   $ 0.30     $ 0.45  
                 
Weighted average of warrants granted during the nine months whose exercise price was equal or lower than fair market value at the date of grant
   $ -     $ -  
 
The following table summarizes information about fixed-price warrants outstanding:
 
     
Number
   Average      
Range of
    
Outstanding at
  
Remaining
  
Weighted
  
Exercise
    
March 31,
  
Contractual
  
Average
  
Prices     2014  
Life
   Exercise Price  
$ 0.33       5,540,400  
6 Months
   $ 0.33  
$ 0.46       600,000  
17 Months
   $ 0.46  
$ 0.46       150,000  
22 Months
   $ 0.46  
$ 0.85       40,000  
13 Months
   $ 0.85  
$ 0.40       333,333  
17 Months
   $ 0.40  
$ 0.33       439,637  
45 Months
   $ 0.33  
$ 0.16       875,000  
48 Months
   $ 0.16  
$ 0.06       8,733,670  
54 Months
   $ 0.06  
$ 0.30       1,403,509  
46 Months
   $ 0.30  
$ 0.30       1,403,509  
47 Months
   $ 0.30  
         
19,519,058
            
 
For the warrants issued in February 2014, the Company valued the warrants utilizing the black schools method with the following inputs: stock price of $0.57, exercise price of $0.330, volatility of 122.84%, years 4, treasury bond rate 2.5% and dividend rate of 0%.

For the warrants issued in March 2014, the Company valued the warrants utilizing the black schools method with the following inputs: stock price of $0.50, exercise price of $0.30, volatility of 122.61%, years 4, treasury bond rate 2.5% and dividend rate of 0%.
 
 
F-16
 

TERRA TECH CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
WARRANTS, Continued
 
The warrant expense of $1,249,123 was based on the Black Scholes calculation which was expensed during the quarter ended March 31, 2014.
 
12. OPERATING LEASE COMMITMENTS

The Company leases certain office and industrial warehouse space in Lake Forest, California. The monthly rent is $3,025 for the first year and will increase to $3,300 for the second year.

The Company has an annual lease for a steel building and five acres of greenhouse space in Belvidere, New Jersey. The monthly rent is $13,000 for an annual amount of $156,000.

Net rent expense for the Company for the quarter ended March 31, 2014 was $20,057.
 
13. LITIGATION AND CLAIMS

From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. The disposition of these additional matters, which may occur, individually or in the aggregate, is not expected to have a material adverse effect on the Company’s financial condition. However, depending on the amount and timing of such disposition, an unfavorable resolution of some or all of these matters could materially affect the future results of operations or cash flows in a particular period.

As of March 31, 2014, there was no accrual recorded for any potential losses related to pending litigation.
 
 
F-17
 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

We were incorporated as Private Secretary, Inc. on July 22, 2008 in the State of Nevada. From inception until we completed our reverse acquisition of GrowOp Technology, the principal business of the Company originally was to develop a software program that would allow for automatic call processing through VoIP technology. On January 27, 2012, the Company filed an amendment to its Articles of Incorporation changing its name to Terra Tech Corp. During that time, we had no revenue and our operations were limited to capital formation, organization, and development of our business plan and target customer market. As a result of the merger with GrowOp Technology, on February 9, 2012 we ceased our prior operations and we are now a holding company and our wholly owned subsidiary engages in the design, marketing and sale of hydroponic equipment with proprietary technology to create sustainable solutions for the cultivation of indoor agriculture.

On February 9, 2012, Terra Tech Corp. (formerly named, “Private Secretary, Inc.”) , a Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger dated February 9, 2012 (the “Agreement and Plan of Merger”), by and among the Company, TT Acquisitions, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“TT Acquisitions”), and GrowOp Technology Ltd., a Nevada corporation (“GrowOp Technology”).

Under the terms and conditions of the Agreement and Plan of Merger, the Company sold 33,998,50 shares of common stock of the Company in consideration for all the issued and outstanding shares in GrowOp Technology. The effect of the issuance is that GrowOp Technology shareholders now hold approximately 41.46% of the issued and outstanding shares of common stock of the Company. Separately, TT Acquisitions merged with GrowOp Technology, with the effect that GrowOp Technology is a wholly-owned subsidiary of the Company. Articles of Merger, effecting the merger of GrowOp Technology and TT Acquisitions, were filed with the Secretary of State of the State of Nevada on February 9, 2012.

GrowOp Technology was founded in March 2010, in Oakland, California. GrowOp Technology’s business (now the principal business of Terra Tech) is the integration of best of breed hydroponic equipment with proprietary technology to create sustainable solutions for the cultivation of indoor agriculture. We work closely with expert horticulturists, engineers, and scientists, to develop and manufacture advanced proprietary products for the hydroponic industry. Our products are utilized by horticulture enthusiasts, local urban farmers, and green house growers. We believe that the emerging trend of urban and indoor agriculture has fostered an entrepreneurial push by companies to bring their concept to market. Many of these companies lack both the intellectual resources and manufacturing capabilities to bring their idea to fruition. That is where Terra Tech is positioned. We have the team and the resources to help bring indoor cultivation designs from concept to production. Our products can be found through specialty retailers throughout the United States.

Results of Operations for the quarter ended March 31, 2014 compared to the quarter ended March 31, 2013:

Total revenues generated from the sales of the Company’s products for the quarter ended March 31, 2014 totaled $560,319, an increase of $494,198 from the quarter ended March 31, 2013 which totaled $66,121. The primary reason was due the revenue generated from Edible Gardens.

At this stage in the Company’s development, revenues are not yet sufficient to cover ongoing operating expenses.

 
4
 
 
Gross profits for the quarter ended March 31, 2014 amounted to $2,090 for a .37% gross margin. Gross profits increased $3,974 or 211% for the quarter ended March 31, 2014 compared to a negative margin of $1,884 for the quarter ended March 31, 2013. The increase in the gross margin was due to better margins from Edible Gardens.

Selling, general and administrative expenses for the quarter ended March 31, 2014 were $2,203,805, an increase of $1,458,272 from the quarter ended March 31, 2013 which totaled $745,533. The major increases were from administrative fees incurred in the amount of $41,278 for the ramp up of the costs associated with the farm for Edible Gardens. An increase in depreciation of $89,914 for the farm equipment put into use. An increase in director fees in the amount of $185,000 versus none in the prior year. Legal and accounting increase by $160,290 in association with additional filing made for the registration of the common stock. Warrant expense increased over the prior year by $1,063,493.

The Company had a loss on issuance of derivative in the amount of $1,214,000, and increase of $496,000 versus $718,000 in the prior year, due to more convertible notes issued in 2014. The Company had a loss on the fair market valuation of derivatives in the amount of $1,284,825 versus zero from the prior year. Interest expense totaled $215,950 for the quarter ended March 31, 2014 versus $82,953 in the quarter ended March 31, 2013. The increase is due to more debt outstanding in the quarter ended March 31, 2014.

The net result for the quarter ended March 31, 2014 was a loss of $4,916,490 or $0.03 per share compared to a loss of $1,548,370 or $0.02 for the quarter ended March 31, 2013.
 
Management will continue to make an effort to lower operating expenses and increase revenue. The Company will continue to invest in further expanding its operations and a comprehensive marketing campaign with the goal of accelerating the education of potential clients and promoting the name and products of the Company. Given the fact that most of the operating expenses are fixed or have quasi-fixed character management expects them to significantly decrease as a percentage of revenues as revenues increase.

Disclosure About Off-Balance Sheet Arrangements

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

Critical Accounting Policies

Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included in this report.

 
5
 
 
Liquidity and Capital Resources

The Company’s future success is dependent upon its ability to achieve profitable operations and generate cash from operating activities, and upon additional financing. Management believes they can raise the appropriate funds needed to support their business plan and develop an operating, cash flow positive company.

The Company incurred net losses for the three months ended March 31, 2014 and has accumulated a deficit of $19,753,807 at March 31, 2014. The Company has not been able to generate sufficient cash from operating activities to fund its ongoing operations. There is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has never reported Net Income.

The condensed consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.

The Company’s business operations generally have been financed by debt investments through promissory notes with accredited investors and equity investments in the common stock of the Company by accredited investors. During the three months of 2014, the Company obtained new debt from the issuance of secured promissory notes that supplied the funds that were needed to finance operations during the reporting period. Such new borrowings resulted in the receipt by the Company of $2,011,710. The Company also issued 6,600,000 shares of common stock for $4,014,919. The Company also received $173,420 from the exercise of warrants. While these funds sufficed to compensate for the negative cash flow from operations they were not sufficient to build up a liquidity reserve. As a result, the Company’s financial position at the end of the reporting period showed a working capital deficit of $2,709,894. During the first three months of 2013 the Company obtained new financing sufficient to fund ongoing working capital requirements. We need to continue to raise funds to cover working capital requirements until we are able to raise revenues to a point of positive cash flow.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of March 31, 2014.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
 
 
6
 
 
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
 
ITEM 1A. RISK FACTORS.
 
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.
 
 
7
 
 
ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.
 
Number
  
Description
     
2.1
  
Agreement and Plan of Merger dated February 9, 2012, by and among Terra Tech Corp., a Nevada corporation, TT Acquisitions, Inc., a Nevada corporation, and GrowOp Technology Ltd., a Nevada corporation (2)
2.2
  
Articles of Merger (2)
2.3
  
Share Exchange Agreement, dated April 24, 2013, by and among the Registrant, Edible Garden Corp., a Nevada corporation, and the holders of common stock of Edible Garden Corp. (5)
2.4
  
Form of Articles of Share Exchange (5)
3.1.1
  
Articles of Incorporation dated July 22, 2008 (1)
3.1.2
  
Certificate of Amendment dated July 8, 2011 (4)
3.1.3
  
Certificate of Change dated July 8, 2011 (4)
3.1.4
  
Certificate of Amendment dated January 27, 2012 (2)
3.1.5
  
Certificate of Designation for Series A Preferred Stock (3)
3.1.6
  
Certificate of Designation for Series B Preferred Stock (3)
3.2.1
  
Bylaws (1)
2.1
  
Agreement and Plan of Merger dated February 9, 2012, by and among Terra Tech Corp., a Nevada corporation, TT Acquisitions, Inc., a Nevada corporation, and GrowOp Technology Ltd., a Nevada corporation (2)
2.2
  
Articles of Merger (2)
2.3
  
Share Exchange Agreement, dated April 24, 2013, by and among the Registrant, Edible Garden Corp., a Nevada corporation, and the holders of common stock of Edible Garden Corp. (5)
2.4
  
Form of Articles of Share Exchange (5)
31.1
  
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
  
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
  
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
  
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *
  
XBRL Instance Document
101.SCH *
  
XBRL Taxonomy Extension Schema Document
101.CAL *
  
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *
  
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *
  
XBRL Taxonomy Extension Label Linkbase Document
101.PRE *
  
XBRL Taxonomy Extension Presentation Linkbase Document
________
(1)
Incorporated by reference to Registration Statement on Form S-1 (File No. 333-156421), filed with the Commission on December 23, 2008.
(2)
Incorporated by reference to Current Report on Form 8-K (File No. 000-54258), filed with the Commission on February 10, 2012.
(3)
Incorporated by reference to Amendment No. 3 to Current Report on Form 8-K (File No. 000-54258), filed with the Commission on April 19, 2012.
(4)
Incorporated by reference to Registration Statement on Form S-1 (File No. 333-191954), filed with the Commission on October 28, 2013.
(5)
Incorporated by reference to Current report on Form 8-K (File No. 000-54258), filed with the Commission on May 6, 2013.
*
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
8
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
TERRA TECH CORP.
 
(Name of Registrant)
   
Date:  August 12, 2014
By:
/s/ Derek Peterson
  
  Name:
Derek Peterson
  Title:
President and Chief Executive Officer (principal executive officer)

Date: August 12, 2014
By:
/s/ Michael James
  
  Name:
Michael James
  Title:
Chief Financial Officer (principal accounting and principal financial officer)
 
 
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EXHIBIT INDEX

Number
  
Description
     
2.1
  
Agreement and Plan of Merger dated February 9, 2012, by and among Terra Tech Corp., a Nevada corporation, TT Acquisitions, Inc., a Nevada corporation, and GrowOp Technology Ltd., a Nevada corporation (2)
2.2
  
Articles of Merger (2)
2.3
  
Share Exchange Agreement, dated April 24, 2013, by and among the Registrant, Edible Garden Corp., a Nevada corporation, and the holders of common stock of Edible Garden Corp. (5)
2.4
  
Form of Articles of Share Exchange (5)
3.1.1
  
Articles of Incorporation dated July 22, 2008 (1)
3.1.2
  
Certificate of Amendment dated July 8, 2011 (4)
3.1.3
  
Certificate of Change dated July 8, 2011 (4)
3.1.4
  
Certificate of Amendment dated January 27, 2012 (2)
3.1.5
  
Certificate of Designation for Series A Preferred Stock (3)
3.1.6
  
Certificate of Designation for Series B Preferred Stock (3)
3.2.1
  
Bylaws (1)
2.1
  
Agreement and Plan of Merger dated February 9, 2012, by and among Terra Tech Corp., a Nevada corporation, TT Acquisitions, Inc., a Nevada corporation, and GrowOp Technology Ltd., a Nevada corporation (2)
2.2
  
Articles of Merger (2)
2.3
  
Share Exchange Agreement, dated April 24, 2013, by and among the Registrant, Edible Garden Corp., a Nevada corporation, and the holders of common stock of Edible Garden Corp. (5)
2.4
  
Form of Articles of Share Exchange (5)
31.1
  
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
  
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
  
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
  
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS *
  
XBRL Instance Document
101.SCH *
  
XBRL Taxonomy Extension Schema Document
101.CAL *
  
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *
  
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *
  
XBRL Taxonomy Extension Label Linkbase Document
101.PRE *
  
XBRL Taxonomy Extension Presentation Linkbase Document
________
(1)
Incorporated by reference to Registration Statement on Form S-1 (File No. 333-156421), filed with the Commission on December 23, 2008.
(2)
Incorporated by reference to Current Report on Form 8-K (File No. 000-54258), filed with the Commission on February 10, 2012.
(3)
Incorporated by reference to Amendment No. 3 to Current Report on Form 8-K (File No. 000-54258), filed with the Commission on April 19, 2012.
(4)
Incorporated by reference to Registration Statement on Form S-1 (File No. 333-191954), filed with the Commission on October 28, 2013.
(5)
Incorporated by reference to Current report on Form 8-K (File No. 000-54258), filed with the Commission on May 6, 2013.
*
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
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