What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-04-14 compared with 2021-04-16 · 41 added, 284 removed, 9 unchanged (97% of the section changed)

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

From April 9, 2015 to October 16, 2019, our common

stock was quoted on the OTCQB under the symbol “MSRT.”

Since October 17, 2019, our common stock has been quoted on the OTC

Pink Tier of the OTC Markets under the symbol “MSRT.”

As April 14, 2021, there were 165 stockholders

of record per the Company’s transfer agency’s listing of stockholders.

The number of record holders was determined from the

records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security

brokers, dealers, and registered clearing agencies.

The transfer agent of our common stock is Pacific Stock Transfer Company, located

at 173 Keith Street, Suite 3, Warrenton, Virginia 20186.

Dividend Policy

We have not paid any cash dividends on our common

stock and have no present intention of paying any dividends on the shares of our common stock.

Our current policy is to retain earnings,

if any, for use in our operations and in the development of our business.

Our future dividend policy will be determined from time to time

by our Board of Directors.

Recent Sales of Unregistered Securities

During the quarter ended December 31, 2020, we

issued 16.05 shares of Series X Preferred Stock for proceeds of $321,000.

The issuance of the above securities was deemed

to be exempt from the registration requirements of the Securities Act, by Section 4(a)(2) thereof, as a transaction by an issuer

not involving a public offering.

Between December 22 and March 23, 2021, the Company

entered into a number of securities exchange agreements with twenty two (22) holders of its equity and debt securities for the total issuance

and sale of 659.605674 shares of the Company’s Series Y Convertible Preferred Stock, par value $0.001 per share, resulting in aggregate

exchange of 14,896,874,671 warrants to purchase common stock of the Company at $0.0004 per share and the exchange of the promissory notes

in the aggregate principal amount and accrued interest totaling $5,947,876.20.

The Purchasers constituted a significant portion of warrantholders

and debtholders of the Company.

The Company issued an aggregate of 659.605674 shares of Series Y Preferred Stock in reliance upon Section

3(a)(9) of the Securities Act of 1933, as amended, as involving an exchange by the Company exclusively with its security holders.

Other Information.

Securities Authorized for Issuance Under Equity

Compensation Plans

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

April 9, 2015 to October 16, 2019, our common stock was quoted on the OTCQB under the symbol “MSRT.” From October 17, 2019

to February 25, 2022, our common stock was quoted on the OTC Pink Tier of the OTC Markets under the symbol “MSRT.” From February

28 to March 24, 2022, our common stock was quoted on the OTC Pink Tier of the OTC Markets under the symbol “MSRTD.” Since

March 25, 2022, our common stock was quoted on the OTC Pink Tier of the OTC Markets under the symbol “GWAV.”

following table presents, for the periods indicated, the high and low sales prices of Common Stock, and is based upon information provided

by the OTC Marketplace.

These quotations below reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may

not necessarily represent actual transactions.

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

last reported sale price of Common Stock as of April 6, 2022 on OTC Pink was $7.70 per share.

of April 7, 2022, there were 131 stockholders of record.

The number of record holders was determined from the records of our transfer

agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers,

and registered clearing agencies.

The transfer agent of our Common Stock is Equity Stock Transfer, located at 237 W.

#602, New York, NY 10018.

have never declared or paid cash or stock dividends on our common stock and do not anticipate paying any dividends on the shares of our

common stock in the foreseeable future.

Our current policy is to retain earnings, if any, for use in our operations and in the development

of our business.

Any future determination to declare dividends on common stock will be made at the discretion of our Board of Directors

and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that

our Board of Directors may deem relevant.

Sales of Unregistered Securities

the year ended December 31, 2021, the Company issued 1,650,000 shares of common stock, having a fair value of $18,414,000 for the acquisition

of Empire Services, Inc.

issuance of the above securities was deemed to be exempt from the registration requirements of the Securities Act, by Section 4(a)(2)

thereof, as a transaction by an issuer not involving a public offering.

Authorized for Issuance Under Equity Compensation Plans

outstanding options,

1 unchanged sentence

average exercise

remaining available for

available for

future issuance under

4 unchanged sentences

Equity compensation plans not approved by security holders

(1) Includes the 2014 Equity Incentive Plan, 2015 Equity Incentive

Plan, 2016 Equity Incentive Plan, 2017 Equity Incentive Plan and 2018 Equity Incentive Plan.

SELECTED FINANCIAL DATA

As a “smaller reporting company,”

we are not required to provide the information required by this Item.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of

our financial condition and results of operations in conjunction with financial statements and notes thereto included elsewhere in this

Annual Report on Form 10-K.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.

Our actual results could differ materially from those discussed in the forward-looking statements.

Factors that could cause or contribute

to these differences include those discussed in the section titled “Risk Factors.”

MassRoots, Inc.

was formed in April 2013 as a technology platform for

the cannabis industry.

In March 2021, we relaunched our website, MassRoots.com, which aims to enable cannabis consumers to find the best

products, connect with other enthusiasts, and deliver fresh content that both delights and informs our audience.

Additionally, we plan

to monetize our YouTube Channel, which has 273,000 subscribers, through product placements and sponsorships.

Management believes

that our YouTube Channel has one of the largest followings in the regulated cannabis industry while our Instagram account is followed

by 378,000 users.

We compete with other cannabis information platforms such as WeedMaps

and Leafly, which provide information with respect to dispensary locations, strain information, and news relating to the cannabis industry.

Blockchain Technology

In December 2017, we formed MassRoots Blockchain

Technologies, Inc., our wholly-owned subsidiary, to explore how blockchain technology may be utilized in the cannabis industry.

Recent Developments and Other Sources of

7, 2020, we issued and sold a convertible note in the principal amount of $55,000 (including a $5,000 original issuance discount) to an

accredited investor which note matures on July 7, 2020.

March 5, 2020, we issued and sold a convertible note in the aggregate principal amount of $72,600 (including a $6,600 original issuance

discount) to an accredited investor which note matures on September 5, 2020.

March 17, 2020, we issued and sold a convertible note in the aggregate principal amount of $17,600 (including a $1,600 original issuance

discount) to an accredited investor which note matures on September 17, 2020.

17, 2020, we issued and sold convertible notes in the aggregate principal amount of $330,000 (including an aggregate of $30,000 original

issuance discount) to accredited investors which notes mature on October 17, 2020.

On May 3, 2020, we received a loan in the principal

amount of $50,000 pursuant to the PPP of the CARES Act.

The PPP loan matures in May 2022 and bears an interest rate of 1% per annum.

The Company has applied for forgiveness of the principal and accrued

interest due under the loan.

On June 26, 2020, we issued and sold a secured

promissory note in the principal amount of $60,000 with 10% annual interest.

On the two-year anniversary of the issuance of this note,

June 26, 2022, all principal and interest becomes due and payable.

On July 8, 2020, we issued and sold a promissory

note in the principal amount of $22,911 with 10% annual interest maturing on December 31, 2020.

13, 2020, we issued and sold convertible notes in the aggregate principal amount of $110,000 (including an aggregate of $10,000 original

issuance discount) to accredited investors which notes mature on January 13, 2021.

31, 2020, we issued and sold convertible notes in the aggregate principal amount of $66,000 (including an aggregate of $6,000 original

issuance discount) to accredited investors which notes mature on March 1, 2021.

1, 2020, we issued and sold convertible notes in the aggregate principal amount of $49,500 (including an aggregate of $4,500 original

issuance discount) to accredited investors which notes mature on March 1, 2021.

On November 25, 2020, the Company

entered into a securities purchase agreement with an accredited investor for the sale of 3.3 shares of the Company’s Series X Convertible

Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $66,000.

The purchase and issuance of such shares of

Series X Preferred Stock closed on December 1, 2020.

On December 21, 2020, the Company

entered into a securities purchase agreement with an accredited investor for the sale 7.5 shares of the Company’s Series X Convertible

Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $150,000.

The purchase and issuance of such shares of

Series X Preferred Stock closed on December 23, 2020.

On December 22, 2020, the Company

entered into a securities purchase agreement with an accredited investor for the sale 5.25 shares of the Company’s Series X Convertible

Preferred Stock, par value $0.0001 per share, resulting in aggregate proceeds of $105,000.

The purchase and issuance of such shares of

Series X Preferred Stock closed on December 29, 2020.

Results of Operations For the Year Ended December

31, 2020 Compared to the Year Ended December 31, 2019

For the Fiscal Year ended

Operating expenses

Loss from Operations

Other Expense

(13,550,249 )

(30,823,476 )

$ (14,710,460 )

$ (34,268,912 )

Net loss per share - basic and diluted

Since inception on April 26, 2013, and during

the year ended December 31, 2020, our business operations have been primarily focused developing our mobile applications, web

platform and blockchain features for our products, and increasing our User-base.

For the year ended December 31, 2020,

we generated $6,964 in revenues, as compared to $23,703 for the year ended December 31, 2019, a decrease of $16,739.

This decrease

is primarily related to service interruptions on our platform and downsizing of our sales and corporate staff.

Operating Expenses

For the years ended December 31, 2020 and 2019,

our operating expenses were $1,167,175 and $3,469,139, respectively, a decrease of $2,301,964.

The decrease was mainly attributed to stock-based

compensation to our employees and key consultants which, for 2020, was $0 as compared to $222,700 for 2019, a non-cash decrease of $222,700.

In addition, impairment expense decreased by $196,315 as impairment expense was $0 in 2020 as compared to $196,315 in 2019, which was

mainly attributed to impairment expenses associated with our business portal.

There was an decrease in payroll and related expenses of

$853,064 as payroll and related expenses were $303,850 for 2020 as compared to $1,156,914 for the same period in 2019, which was the result

of a decrease in our labor force.

Advertising expense increased by $29,197 to $58,961 for 2020 as compared to $29,764 for 2019 due to

a re-focus on the Company’s YouTube channnel.

For the years ended December 31, 2020 and 2019, we recorded amortization of software

costs of $0 and $38,549, respectively.

Our other general and administrative expenses

decreased to $803,081 for the year ended December 31, 2020 from $1,460,867 for the year ended December 31, 2019, a decrease of $657,786.

This decrease was mainly attributed to the following:

Consulting and accounting expenses decreased during the year ended December 31, 2020 to $355,963 from $452,477 during the year ended December 31, 2019.

This decrease was primarily a result of us having fewer consulting projects with firms in fiscal year 2020.

Independent contractor expenses decreased from $284,328 during the year ended December 31, 2019 to $51,442 during the year ended December 31, 2020 due to us engaging fewer individual consultants.

Travel and related expenses decreased to $3,372 during the year ended December 31, 2020 from $21,506 during the year ended December 31, 2019.

This was a result of our team attending fewer conferences and meetings with cannabis related businesses in 2020 as compared to 2019.

The decrease of these expenditures resulted in

our total operating expenses declining to $1,167,175 during the year ended December 31, 2020 compared to $3,469,139 during the year ended

December 31, 2019, a decrease of $2,301,964.

Loss from Operations

Our loss from operations decreased $2,285,225

to $1,160,211 during the year ended December 31, 2020, from $3,445,436 during the year ended December 31, 2019.

Other (Expense)

During the year ended December 31, 2020, we

incurred other (expense) of $(13,550,249), as compared to $(30,823,476) for the year ended December 31, 2019, a decrease of

This decrease is primarily due to a gain of the forgiveness of debt of $250,000 and a gain on settlement of convertible

notes payable and accrued interest, warrants and accounts payable of $162,109,131 for the year ended December 31, 2020.

Company’s derivative liability for authorized shares shortfall expense increased by $(151,398,053) to $(170,319,590) in fiscal

year 2020 from ($18,921,537) during fiscal year 2019.

Preferred stock issuance costs fell to $0 during the year ended December 31,

2020 from $(5,585,594) during the same period in 2019.

The Company realized a $882 gain on the conversion of convertible debentures

during fiscal year 2020 as compared to a $(603,529) loss in fiscal year 2020.

In addition, interest expense increased by $203,851 to

$(5,139,321) during fiscal year 2020 as compared to $(4,935,470) during fiscal year 2019.

Lastly, the expense for the loss on change

in fair value of derivative liabilities decreased by $234,064, to $(451,351) during fiscal year 2020, as compared to $(685,415)

during the prior year.

Our net loss decreased by $19,558,452 to

$14,710,460 during the year ended December 31, 2020, from $34,268,912 during the year ended December 31, 2019.

Liquidity and Capital Resources

Net cash used in operations for the year

ended December 31, 2020 and 2019 was $1,037,843 and $1,797,227, respectively.

The decrease in 2020 resulted primarily from the net

loss of $14,710,460, partially offset by non-cash items including derivative liability for authorized shares shortfall of

$170,319,590, gain on settlement of convertible notes payable and accrued interest, warrants and accounts payable of $162,109,131,

interest and amortization of debt discount of $5,139,321, change in fair value of derivative liabilities of $451,351, gain on

forgiveness of debt of $250,000 and gain on conversion of convertible notes payable of $882, as well as an increase in accrued

payroll and related expenses of $140,005 and an increase in accounts payable and accrued expenses of $77,520.

The decrease in 2019

resulted primarily from the net loss of $34,268,912, partially offset by non-cash items including derivative liability for

authorized shares shortfall of $18,921,537, preferred stock issuance costs of $5,585,594, interest and amortization of debt discount

of $4,716,970, change in fair value of derivative liabilities of $685,415, and loss on conversion of convertible notes payable of

$603,529, as well as an increase in accrued payroll and related expenses of $732,027 and an increase in accounts payable and accrued

expenses of $557,360.

Net cash provided by (used in) investing activities

for the year ended December 31, 2020 and 2019 was $0 and $90,981, respectively.

Net cash provided by investing activities for the year

ended December 31, 2019 was attributed to proceeds from sale of investments of $90,981.

Net cash provided by financing activities

for the year ended December 31, 2020 and 2019 was $1,038,208 and $1,677,798, respectively.

For the year ended December 31, 2020,

these funds came mainly from the sale of Series X Preferred Stock amounting to $321,000, proceeds from issuance of convertible debt

of $637,000, proceeds from issuance of non-convertible notes payable of $82,911, proceeds from the issuance of a $50,000 PPP loan,

offset by repayment of advances in the amount of $3,009, repayment of non-convertible notes in the amount of $39,641, and the

repayment of $13,749 in bank overdrafts.

Comparatively, for the year ended December 31, 2019, these funds came mainly from the sale

of Series B Preferred Stock and warrants amounting to $1,407,500, proceeds from issuance of convertible debt of $549,000 and

proceeds from issuance of non-convertible notes payable of $175,000, offset by repayment of advances in the amount of

Capital Resources

As of December 31, 2020, we had cash on hand of

We currently have no external sources of liquidity such as arrangements with credit institutions that will have or are reasonably

likely to have a current or future effect on our financial condition or immediate access to capital.

We are dependent on the sale of our securities

to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs;

however, no assurance

can be given that additional financing will be available on terms favorable to us, or at all.

During the year ended December 31, 2020, the Company

received proceeds of $637,000, $132,911, and $321,000 from the issuance of convertible notes, non-convertible notes, and Series X preferred

shares, respectively.

Required Capital over the Next Fiscal Year

We do not believe that we have sufficient capital

to become cash-flow positive from operations.

We expect that we will need to raise additional funds to continue to fund operations.

We prepared the accompanying consolidated financial

statements assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities

in the normal course of business.

We have not yet established an ongoing source of revenues sufficient to cover our operating costs and

allow us to continue as a going concern.

Our ability to continue as a going concern depends on our ability to obtain adequate capital

to fund operating losses until we generate adequate cash flows from operations to fund our operating costs and obligations.

unable to obtain adequate capital, we could be forced to cease operations.

We depend upon our ability to secure equity and/or

debt financing.

We cannot be certain that additional funding will be available on acceptable terms, or at all.

Our management has determined

that there is substantial doubt about our ability to continue as a going concern within one year after the consolidated financial statements

The accompanying consolidated financial statements

do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification

of liabilities that might result from this uncertainty.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, which

simplifies the guidance on accounting for convertible debt instruments by removing the separation models for:

(1) convertible debt with

a cash conversion feature;

and (2) convertible instruments with a beneficial conversion feature.

As a result, the Company will not separately

present in equity an embedded conversion feature in such debt.

Instead, we will account for a convertible debt instrument wholly as debt,

unless certain other conditions are met.

We expect the elimination of these models will reduce reported interest expense and increase

reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU

Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury

stock method will be no longer available.

The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2021,

with early adoption permitted no earlier than fiscal years beginning after December 15, 2020.

The Company is currently evaluating the

impact of ASU 2020-06 on its consolidated financial statements.

In August 2018, the FASB

issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820):

Disclosure Framework - Changes

to the Disclosure Requirements for Fair Value Measurement”

(“ASU 2018-13”).

ASU 2018-13 removes certain disclosure requirements,

including the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers

between levels, and the valuation processes for Level 3 fair value measurements.

ASU 2018-13 also adds disclosure requirements, including

changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements,

and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

The amendments

on changes in unrealized gains and losses, and the range and weighted average of significant unobservable inputs used to develop Level

3 fair value measurements, should be applied prospectively for only the most recent interim or annual period presented in the initial

fiscal year of adoption.

All other amendments should be applied retrospectively to all periods presented upon their effective date.

2018-13 became effective for us on January 1, 2020.

The adoption of this update did not have a material impact on the Company’s

consolidated financial statements and related disclosures.

There are other various updates

recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and

are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,”

we are not required to provide the information required by this Item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY

The financial statements required to be included

in this report appear as indexed in the appendix to this report beginning on page F-1.

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

the 2014 Stock Incentive Plan, 2015 Stock Incentive Plan, 2016 Stock Incentive Plan, 2017 Equity Incentive Plan, 2018 Equity Incentive

Plan, and 2021 Equity Incentive Plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity