Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 27, 2016, Terra Tech Corp. (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 mandatory, automatic conversion of all of the shares of the Series B Preferred Stock into shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), upon the earlier to occur of (a) the Common Stock being listed by the affirmative action of the Company on any domestic or foreign stock exchange, or (b) (i) the consummation of a fully-underwritten public offering of the Common Stock with net proceeds therefrom to the Company of $15,000,000 or more, or (ii) the first closing of a private placement of securities of the Company with aggregate, scheduled net proceeds therefrom to the Company of $15,000,000 or more, whether in one closing or a series of closings thereunder. A copy of the Amendment is attached to this Current Report on Form 8-K (the “Report”) as Exhibit 3.7.

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the provisions of the Amendment filed as Exhibit 3.7 to this Report, which is incorporated by reference herein.