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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ✓ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number : 000-55431 MassRoots Delaware ( State or jurisdiction of Incorporation or organization ) MASSROOTS , INC . ( Exact name of registrant as specified in its charter ) 46-2612944 I.R.S Employer Identification No. 1560 Broadway , Office 17-105 Denver , CO ( Address of principal executive offices ) ( 303 ) 816-8070 80202 ( Zip code ) ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : None No ☑ Securities registered pursuant to Section 12 ( g ) of the Act : Common Stock , $ 0.001 par value per share Indicate by check mark whether the registrant is a well - known seasoned issuer as defined in Rule 405 of the Securities Act . Yes □ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes □ No ☑ Indicate by check mark whether the registrant ( 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 No □ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files ) . Yes No ☐ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See definition of “ large accelerated filer , " " accelerated filer , ” “ smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer □ Emerging Growth Company Accelerated filer Non - accelerated filer Smaller Reporting Company ☑ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☐ Indicate by check mark whether the registrant is a shell company ( as defined by Rule 12b - 2 of the Exchange Act ) Yes □ No ☑ The aggregate market value of voting and non - voting common equity held by non - affiliates of the registrant as of June 30 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , was approximately $ 1,838,262 . Number of shares of common stock outstanding as of April 14 , 2021 was 498,174,656 . Documents Incorporated by Reference Portions of the Registrant's proxy statement for our 2021 Annual Meeting of Shareholders are incorporated by reference into Part III of this report .