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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - Q × QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES ACT OF 1934 For the quarterly period ended September 30 , 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES ACT OF 1934 For the transition period from Delaware ( State or other jurisdiction of incorporation or organization ) 277 Suburban Drive , Suffolk , VA ( Address of principal executive offices ) to Commission File Number 000-55431 MassRoots MASSROOTS , INC . ( Exact name of business as specified in its charter ) 46-2612944 ( I.R.S. Employer Identification No. ) 23434 ( Zip code ) ( 303 ) 816-8070 Securities registered pursuant to Section 12 ( b ) of the Act : None ( Registrant's telephone number , including area code ) 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 definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Emerging growth company ☐ 冈 ☑ 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 is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No As of November 22 , 2021 , there were 994,871,337 shares of the registrant's common stock issued and outstanding . PART I. FINANCIAL INFORMATION ITEM 1 . Financial Statements TABLE OF CONTENTS ITEM 2 . ITEM 3 . ITEM 4 . Condensed Consolidated Balance Sheets as of September 30 , 2021 ( unaudited ) and December 31 , 2020 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30 , 2021 and 2020 ( unaudited ) Condensed Consolidated Statements of Stockholders ' Deficit for the Three and Nine Months Ended September 30 , 2021 and 2020 ( unaudited ) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30 , 2021 and 2020 ( unaudited ) Notes to Condensed Consolidated Financial Statements ( unaudited ) Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Controls and Procedures PART II . OTHER INFORMATION ITEM 1 . ITEM 1A . ITEM 2 . ITEM 3 . ITEM 4 . ITEM 5 . ITEM 6 . SIGNATURES Legal Proceedings Risk Factors Unregistered Sales of Equity Securities and Use of Proceeds Defaults Upon Senior Securities Mine Safety Disclosures Other Information Exhibits FORWARD - LOOKING STATEMENTS 1 27 30 31 -23562- 22222223- 33 34 Statements in this Quarterly Report on Form 10 - Q may be " forward - looking statements . " Forward - looking statements include , but are not limited to , statements that express our intentions , beliefs , expectations , strategies , predictions or any other statements relating to our future activities or other future events or conditions . These statements are often , but not always , made through the use of words or phrases such as " believe , " " will , " " expect , " " anticipate , " " estimate , " " intend , " " plan , " and " would . " These statements are based on current expectations , estimates and projections about our business based in part on assumptions made by management . These statements are not guarantees of future performance and involve risks , uncertainties and assumptions that are difficult to predict . Therefore , actual outcomes and results may , and are likely to , differ materially from what is expressed or forecasted in the forward - looking statements due to numerous factors , including those set forth in " Item 1A . Risk Factors " in our Annual Report on Form 10 - K , and our other filings with SEC .