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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 June 30 , 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES ACT OF 1934 For the transition period from to Delaware 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. ) 80202 ( Zip code ) ( State or other jurisdiction of incorporation or organization ) 1560 Broadway , Office 17-105 , Denver , CO ( Address of principal executive offices ) ( 303 ) 816-8070 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : None 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 ■ > ☑ Accelerated filer Smaller reporting company x 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 August 20 , 2021 , there were 499,871,337 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 June 30 , 2021 ( unaudited ) and December 31 , 2020 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30 , 2021 and 2020 ( unaudited ) Condensed Consolidated Statements of Stockholders ' Deficit for the Three and Six Months Ended June 30 , 2021 and 2020 ( unaudited ) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 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 . Legal Proceedings Risk Factors Unregistered Sales of Equity Securities and Use of Proceeds Defaults Upon Senior Securities ITEM 4 . Mine Safety Disclosures ITEM 5 . Other Information ITEM 6 . Exhibits SIGNATURES -i- 1 -2 356220 29 31 31 31 31 31 31 31 23 32 33