Blum Holdings Inc (BLMH)

[Crusen]

Ok, this is how Terra Tech began. Basically a reverse merger with a shell company that had $35 cash in assets plus $4,799,965 in "goodwill."

Note that the goodwill was written down the date of the merger.

Essentially, the deal was 4.8 million in TRTC stock to DP and AA, the two owners of GrowOp, in return for 35 bucks.

This is from TRTC's last financials bearing DP's signature.

This was just the beginning.

"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."

http://www.sec.gov/Archives/edgar/data/1451512/000147793214006257/trtc_10q.htm