Greenwave Technology Solutions (GWAV) S-1/A 6 Oct 15 IPO registration (amended) Financial data

Document and Entity Information

Document and Entity Information	6 Months Ended
	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	MassRoots, Inc.
Entity Central Index Key	1,589,149
Document Type	S1
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Document Fiscal Year Focus	2,015

Balance Sheets (Annual)

Balance Sheets (Annual) - Annual Report - USD ($)	Dec. 31, 2014	Dec. 31, 2013
CURRENT ASSETS
Cash	$ 141,928	$ 80,479
Other receivables	11,201	0
Prepaid expense	130,797	800
TOTAL CURRENT ASSETS	283,926	81,279
FIXED ASSETS
Computer and office equipment	16,189	1,522
Accumulated depreciation	(2,027)	(228)
NET FIXED ASSETS	14,162	1,294
OTHER ASSETS
Deposits	2,550	0
Prepaid Expense	65,891	0
Total Other Assets	68,841	0
TOTAL ASSETS	366,528	82,573
CURRENT LIABILITIES
Accounts Payable	25,842	0
Accrued expenses	23,917	0
Accrued payroll tax	1,778	1,846
Derivative Liabilities	1,099,707	0
TOTAL CURRENT LIABILITIES	1,151,242	1,846
LONG-TERM LIABILITY
Convertible debentures, net of $107,016 discount	162,084	0
TOTAL LONG-TERM LIABILITIES	162,084	0
TOTAL LIABILITIES	1,313,328	1,846
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred series A Stock, $1 par value, 21 shares authorized; 0 shares issued and outstanding	0	0
Common stock, $0.001par value, 200,000,000 shares authorized; 38,909,000 and 0 shares issued and outstanding	38,909	0
Common stock to be issued	1,048	13,890
Additional paid in capital	2,372,867	985,960
Retained Deficit	(3,359,623)	(919,123)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 366,528	$ 82,573

Balance Sheets (Annual) (Parent

Balance Sheets (Annual) (Parenthetical) - Annual Report - USD ($)	Dec. 31, 2014	Sep. 30, 2014	Mar. 31, 2014	Mar. 18, 2014	Dec. 31, 2013
Convertible Debenture Discount	$ 80,827
Preferred Stock, Par Value	$ 1	$ 1			$ 1
Preferred Stock, Shares Authorized	21	21			21
Preferred Stock, Shares Issued	0	0			0
Preferred Stock, Shares Outstanding	0	0			0
Common Stock, Par Value	$ 0.001	$ 0.001	$ 0.001	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000
Common Stock, Shares Issued	38,909,000	38,909,000	0	36,000,000	0
Common Stock, Shares Outstanding	38,909,000	38,909,000	0		0

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - Quarterly Report - USD ($)	Jun. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash	$ 171,363	$ 141,928
Other receivables	70	11,201
Prepaid expense	979,925	130,797
TOTAL CURRENT ASSETS	1,151,358	283,926
FIXED ASSETS
Computer and office equipment	54,347	16,189
Accumulated depreciation	(6,121)	(2,027)
NET FIXED ASSETS	48,226	14,162
OTHER ASSETS
Prepaid expense	65,891	65,891
Investment in Flowhub	175,000	0
Deposits	35,352	2,550
Total Other Assets	276,243	68,441
TOTAL ASSETS	1,475,827	366,529
CURRENT LIABILITIES
Accounts Payable	69,599	25,842
Accrued expenses	25,695	23,917
Accrued payroll tax	0	1,778
Derivative liabilities	386,432	1,099,707
TOTAL CURRENT LIABILITIES	481,726	1,151,244
LONG-TERM LIABILITY
Convertible debentures, net of $56,670 and $107,016 discount, respectively	152,430	162,084
TOTAL LIABILITIES	634,156	1,313,328
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 200,000,000 shares authorized; 44,505,238 and 38,909,000 shares issued and outstanding	44,505	38,909
Preferred series A Stock to be issued	$ 0	$ 0
Common stock to be issued	857	1,048
Common stock - warrants	$ 0	$ 0
Additional paid in capital	6,303,740	2,372,867
Common stock subscription receivable	(80,000)	0
Deficit accumulated through the development stage	(5,427,431)	(3,359,623)
TOTAL STOCKHOLDERS' EQUITY	841,671	(946,799)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,475,827	$ 366,529

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - Quarterly Report - USD ($)	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Mar. 31, 2014	Mar. 18, 2014
Convertible Debentures, Discount	$ 56,670		$ 107,016
Common Stock, Par Value	$ 0.001	$ 0.001	$ 0.001	$ 0.001	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000
Common Stock, Shares Issued	44,505,238	40,817,000	38,909,000	38,909,000	0	36,000,000
Common Stock, Shares Outstanding	44,505,238	40,817,000	38,909,000	38,909,000	0

Statements of Operations (Annua

Statements of Operations (Annual) - Annual Report - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2014
ADVERTISING REVENUE	$ 470	$ 9,030
COST OF GOODS SOLD	0	(690)
GROSS PROFIT	470	8,340
GENERAL AND ADMINISTRATIVE EXPENSES:
Depreciation	228	1,799
Independent contractor expense	33,863	182,198
Legal expenses	4,675	179,504
Payroll and related expense	28,503	262,653
Preferred stock issued for services	24,998	0
Common Stock Issued for Services	0	30,658
Options issued for services	612,387	59,473
Other general and administrative expenses	19,527	343,680
Total General and administrative expenses	919,593	1,615,563
(LOSS) FROM OPERATIONS	(919,123)	(1,607,223)
Change in Derivative Liabilities	0	(753,240)
Interest income	0	0
Interest expense	0	8,316
Amortization of discount on convertible debentures	0	(67,363)
Total Other income (expense)	0	828,919
INCOME (LOSS) BEFORE INCOME TAXES	$ (919,123)	$ (2,436,142)
PROVISION FOR INCOME TAXES
Basic and fully diluted net income (loss) per common share:		$ (0.17)
Weighted average common shares outstanding		14,375,222

Statements of Operations (Unaud

Statements of Operations (Unaudited) - Quarterly Report - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
ADVERTISING REVENUE	$ 2,126	$ 744	$ 3,066	$ 1,739
COST OF GOODS SOLD	0	0	0	690
GROSS PROFIT	2,126	744	3,066	1,049
GENERAL AND ADMINISTRATIVE EXPENSES:
Advertising	208,830	50,426	263,119	80,930
Depreciation	2,997	396	4,094	628
Independent contractor expense	67,961	37,660	133,950	59,728
Legal expenses	70,080	115,375	86,005	124,575
Accounting and Consulting	121,723	10,662	147,654	10,662
Payroll and related expense	359,440	54,082	522,370	86,990
Travel and related expenses	46,443	0	66,611	1,140
Other general and administrative expenses	72,128	21,301	126,998	51,158
Total General and Administrative expenses	1,493,131	301,877	2,058,883	983,384
(LOSS) FROM OPERATIONS	(1,491,005)	(301,133)	(2,055,817)	(982,335)
OTHER INCOME (EXPENSE)
Change in derivative liabilities	0	0	42,737	0
Interest expense	2,091	0	4,381	0
Amortization of discount on notes payable	(24,201)	(16,418)	(50,347)	(17,681)
INCOME (LOSS) BEFORE INCOME TAXES	(1,517,297)	(317,551)	(2,067,808)	(1,000,016)
PROVISION FOR INCOME TAXES	0	0	0	0
NET (LOSS)	$ (1,517,297)	$ (317,551)	$ (2,067,808)	$ (1,000,016)
Basic and fully diluted net income (loss) per common share:	$ (0.03)		$ (0.05)
Weighted average common shares outstanding	43,535,697		41,972,190
Common Stock [Member]
GENERAL AND ADMINISTRATIVE EXPENSES:
Stock issued for services	$ 254,388	$ 4,612	$ 368,100	$ 4,612
Options Held [Member]
GENERAL AND ADMINISTRATIVE EXPENSES:
Stock issued for services	266,562	7,363	313,571	7,363
Warrant [Member]
GENERAL AND ADMINISTRATIVE EXPENSES:
Stock issued for services	$ 22,579	$ 0	$ 26,411	$ 555,598

Shareholders Equity (Annual)

Shareholders Equity (Annual) - Annual Report - USD ($)	Preferred Stock	Common Stock [Member]	Preferred Stock to be Issued	Common Stock to be Issued	Additional Paid-In Capital	Retained Deficit	Total
Beginning Balance, Shares at Apr. 23, 2013
Stock issued for cash, Shares	0	0	18	0
Stock issued for cash, Amount		$ 0	$ 18	$ 0	$ 149,982	$ 0	$ 150,000
Stock issued for services, Shares	0	0	3
Stock issued for services, Amount	$ 0	$ 0	$ 3		24,995	0	24,998
Retroactive adjustment for subsequent conversion, Shares			(21)	6,273,052
Retroactive adjustment for subsequent conversion, Amount			$ (21)	$ 6,273	(6,252)		0
Stock issued for repayment of short term borrowing and services, Shares	0	0	0	7,616,625
Stock issued for repayment of short term borrowing and services, Amount	$ 0	$ 0	$ 0	$ 7,617	204,848	0	212,465
Option issued for services	0	0	0	0	612,387	0	$ 612,387
Imputed interest
Net Loss	$ 0	$ 0	$ 0	$ 0	0	(919,123)	$ (919,123)
Ending Balance, Shares at Dec. 31, 2013	0	0	0	13,889,677
Ending Balance, Amount at Dec. 31, 2013	$ 0	$ 0	$ 0	$ 13,890	985,960	(919,123)	80,727
Accrued dividend on preferred stock						(4,358)	(4,358)
Conversion of dividend into common stock, Shares		156,293
Conversion of dividend into common stock, Amount		$ 156			4,202		4,358
Exercise of options, Shares		21,954,030
Exercise of options, Amount		$ 21,954			(21,882)		72
Intrinsic value from beneficial conversion feature					87,189		87,189
Stock issued for cash, Shares		2,059,000		1,048,000
Stock issued for cash, Amount		$ 2,059		$ 1,048	467,515		470,622
Stock issued for services, Shares		850,000
Stock issued for services, Amount		$ 850			84,150		85,000
Issuance of Common Stock, Shares		13,889,677		(13,889,677)
Issuance of Common Stock, Amount		$ 13,890		$ (13,890)
Option issued for services					201,818		201,818
Issuance of warrants for services					555,598		555,598
Imputed interest					8,316		8,316
Accumulated Deficit						(2,436,142)	(2,436,142)
Net Loss							(2,436,142)
Ending Balance, Shares at Dec. 31, 2014	0	38,909,000	0	1,048,000
Ending Balance, Amount at Dec. 31, 2014	$ 0	$ 38,909	$ 0	$ 1,048	$ 2,372,867	$ (3,359,623)	$ (946,799)

Statements of Cash Flows (Annua

Statements of Cash Flows (Annual) - Annual Report - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2014
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation	$ 228	$ 1,799
Amortization of discount on convertible debentures	0	(67,363)
Change in Derivative Liabilities	$ 0	(753,240)
Changes in operating assets and liabilities
Other receivables		$ (11,201)
Prepaid expense	$ (800)
Deposit		$ (2,550)
Accounts payable and other liabilities		50,557
Accrued payroll tax	$ 1,846	(68)
Net Cash (Used in) Operating Activities	(85,052)	(922,956)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for equipment	(1,522)	(14,667)
Net Cash (Used in) Investing Activities	(1,522)	$ (14,667)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of preferred stock for cash	$ 150,000
Issuance of convertible Debentures for cash		$ 269,100
Issuance of common stock for cash		729,900
Proceeds from Exercise of Options		$ 72
Accrued dividend on preferred stock
Proceeds from short term borrowing - related party	$ 17,053
Net Cash Provided by Financing Activities	167,053	$ 999,072
NET INCREASE IN CASH	$ 80,479	61,449
CASH AT BEGINNING OF PERIOD		80,479
CASH AT END OF YEAR	$ 80,479	141,928
NON-CASH FINANCING ACTIVITIES
Repayment of Short Term Borrowing - related party through issuance of preferred stock	$ 17,053
Common stock issued for services		54,342
Options issued for services		142,345
Preferred Stock dividend		4,538
Total Non-cash financing activities	$ 17,053	$ 192,909
Preferred Stock
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	0
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Stock issued for services	24,998
Common Stock [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	0
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Stock issued for services	30,658	$ 195,412
Options [Member]
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Stock issued for services	612,387	59,473
Common Stock Warrants
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Stock issued for services	$ 0	$ 555,598

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - Quarterly Report - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (2,067,808)	$ (1,000,016)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Amortization of discount on convertible debentures	50,347	17,681
Depreciation	4,094	628
Change in derivative liabilities	42,737	$ 0
Imputed Interest expense	4,381
Changes in operating assets and liabilities
Other receivables	$ 11,131
Prepaid expense		$ (451)
Deposit	$ (32,802)
Accounts payable and other liabilities	15,911	$ 333
Accrued payroll tax	(2,642)	(1,846)
Net Cash (Used in) Operating Activities	(1,352,043)	(416,098)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for equipment	(38,158)	$ (6,512)
Investment in Flowhub	(175,000)
Net Cash (Used in) Investing Activities	$ (213,158)	$ (6,512)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of convertible Debentures for cash		269,100
Issuance of common stock for cash	$ 1,298,700	205,900
Warrants Exercised	295,936
Net Cash Provided by Financing Activities	$ 1,594,636	475,000
NET INCREASE IN CASH	29,435	52,390
CASH AT BEGINNING OF PERIOD	141,928	80,479
CASH AT END OF YEAR	171,363	$ 132,869
NON-CASH FINANCING ACTIVITIES
Common stock, Warrants, and Options issued as prepaid expense	$ 849,128
Repayment of short term borrowing - related party through issuance of preferred stock
Common Stock [Member]
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Stock issued for services	$ 368,100	$ 4,612
Options Held [Member]
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Stock issued for services	313,571	7,363
Warrant [Member]
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Stock issued for services	$ 26,411	$ 555,598

1. SUMMARY OF SIGNIFICANT ACCOU

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Annual)	12 Months Ended
	Dec. 31, 2014
Annual Report
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES MassRoots, Inc. (the “Company”) is a social network for the cannabis community. Through its mobile applications, systems and websites, MassRoots enables people to share their cannabis-related content and for businesses to connect with those consumers. The Company was incorporated in the State of Delaware on April 24, 2013. The Company’s primary focus during fiscal year 2014 was increasing our user base from under 20,000 users to over 200,000 and developing additional features to expand the reach and utility of its network. The Company has not focused on generating revenue to date. However, the primary source of revenue generated to date is advertising from businesses, brands and non-profits. Its secondary source of income is merchandise sales. Basis of Presentation The financial statements include the accounts of MassRoots, Inc. under the accrual basis of accounting. Management’s Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business. Deferred Taxes The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Cash and Cash Equivalents Revenue Recognition (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered and all required milestones achieved, (iii) the sales price is fixed or determinable, and (iv) Collectability is reasonably assured. MassRoots primarily generates revenue by charging businesses to advertise on the network. MassRoots has the ability to target advertisements directly to a clients’ target audience, based on their location, on their mobile devices. All advertising services take between a few hours to up to one month to complete, unless otherwise noted. MassRoots’ secondary source of income is merchandise sales. The objective with the sales is not to generate large profit margins, but to help offset the cost of marketing. Each t-shirt, sticker and jar MassRoots sells will likely lead to more downloads and active users. Cost of Sales Comprehensive Income (Loss) Loss Per Share - Risk and Uncertainties Convertible Debentures Stock-Based Compensation Fair Value for Financial Assets and Financial Liabilities- Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash, other receivables, accounts payable, prepaid expense and other assets and liabilities approximate their fair values because of the short maturity of these instruments. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value on December 31, 2014, nor gains or losses are reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the year ended December 31, 2014. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. Recent Accounting Pronouncements In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted for financial statements not yet issued. The Company adopted ASU 2014-10 during the fourth quarter of 2014, thereby no longer presenting or disclosing any information required by Topic 915. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-05, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

1. SUMMARY OF SIGNIFICANT ACC12

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2015
Quarterly Report
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES MassRoots, Inc. (the “Company”) is a social network for the cannabis community. Through its mobile applications, systems and websites, MassRoots enables people to share their cannabis-related content and for businesses to connect with those consumers. The Company was incorporated in the State of Delaware on April 24, 2013. The Company’s primary focus during the first two quarters of 2015 was increasing our userbase from around 275,000 to 420,000 users. The Company has not focused on generating revenue to date. However, the primary source of revenue generated to date is advertising from businesses, brands and non-profits. Its secondary source of income is merchandise sales. Basis of Presentation The financial statements include the accounts of MassRoots, Inc. under the accrual basis of accounting. Management’s Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business. Deferred Taxes The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Cash and Cash Equivalents For purposes of the Statement of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. Revenue Recognition The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered and all required milestones achieved, (iii) the sales price is fixed or determinable, and (iv) Collectability is reasonably assured. MassRoots primarily generates revenue by charging businesses to advertise on the network. MassRoots has the ability to target advertisements directly to a clients’ target audience, based on their location, on their mobile devices. All advertising services take between a few hours to up to one month to complete, unless otherwise noted. MassRoots’ secondary source of income is merchandise sales. The objective with the sales is not to generate large profit margins, but to help offset the cost of marketing. Each t-shirt, sticker and jar MassRoots sells will likely lead to more downloads and active users. Cost of Sales Comprehensive Income (Loss) The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the periods covered in the financial statements. Loss Per Share Risk and Uncertainties Convertible Debentures If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt using the effective interest method. Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Fair Value for Financial Assets and Financial Liabilities The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Our financial instruments include cash, accounts receivable, prepaid expense, investment in Flowhub, deposit, accounts payable, accrued liabilities, convertible note payable, and derivative liabilities. The carrying values of the Company's cash, prepaid expense, investment in Flowhub, deposit, accrued liabilities approximate their fair value due to their short-term nature. The Company's convertible notes payable are measured at amortized cost. The derivative liabilities are stated at their fair value as a Level 3 measurement. The Company used a Black-Scholes model to determine the fair values of these derivative liabilities. See Note 4 for the Company's assumptions used in determining the fair value of these financial instruments. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. Recent Accounting Pronouncements In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted for financial statements not yet issued. The Company adopted ASU 2014-10 during the fourth quarter of 2014, thereby no longer presenting or disclosing any information required by Topic 915. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2015-10, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

2. FIXED ASSETS (Annual)

2. FIXED ASSETS (Annual)	12 Months Ended
	Dec. 31, 2014
Annual Report
2. FIXED ASSETS	NOTE 2 FIXED ASSETS Fixed assets were comprised of the following as of December 31, 2014 and December 31, 2013, respectively. Depreciation is calculated using the straight-line method over a 5 year period. December 31, 2014 December 31, 2013 Cost: Computers 12,134 1,522 Office equipment 4,055 0 Total 16,189 1,522 Less: Accumulated depreciation 2,027 228 Property and equipment, net 14,162 1,294

2. FIXED ASSETS

2. FIXED ASSETS	6 Months Ended
	Jun. 30, 2015
Quarterly Report
2. FIXED ASSETS	NOTE 2 - FIXED ASSETS Fixed assets were comprised of the following as of June 30, 2015 and December 31, 2014. Depreciation is calculated using the straight-line method over a 5 year period. December 31, 2014 June 30, 2015 Cost: Computers 12,134 31,033 Office equipment 4,055 23,314 Total 16,189 54,347 Less: Accumulated depreciation 2,027 6,121 Property and equipment, net 14,162 1,294

3. PREPAID EXPENSE (Annual)

3. PREPAID EXPENSE (Annual)	12 Months Ended
	Dec. 31, 2014
Annual Report
3. PREPAID EXPENSE	NOTE 3 – PREPAID EXPENSE On June 4, 2014, the Company issued a total of 850,000 shares of its common stock and 2,050,000 options in exchange for consulting services, valued at $286,818. The $286,818 is being charged to operations over the three-year term. Consulting fees charged to operations during the year ended December 31, 2014 relating to this transaction amounted to $90,131. The unamortized balance at December 31, 2014 was $196,687. Amortization expense over the remaining terms of the respective consulting agreement is as follows: December 31, 2014 $ 90,131 2015 130,797 2016 65,891 $ 286,818

3. PREPAID EXPENSE

3. PREPAID EXPENSE	6 Months Ended
	Jun. 30, 2015
Quarterly Report
3. PREPAID EXPENSE	NOTE 3 - PREPAID EXPENSE During the first quarter 2015, the Company issued 430,000 shares of its common stock, 100,000 warrants and 1,065,000 options in exchange for services, valued in the aggregate at $782,695. The $782,695 is being charged to operations over a one-year term. On April 28, 2015, the Company entered into a consulting agreement with Torrey Hills Capital. Under the terms of the agreement, Torrey Hills Capital is to receive 75,000 shares of common stock and $5,000 per month for setting-up non-deal roadshows for the Company. The service period is 4 months. On May 12, 2015, the Company entered into a consulting agreement with Caro Capital. Under the terms of the agreement, Caro is to receive 200,000 shares of common stock and $2,000 per month for setting-up non-deal roadshows for the Company for a period of one year. On June 15, 2015, the Company entered into a consulting agreement with Demeter Capital. Under the terms of the agreement, Demeter Capital is to receive 100,000 shares of common stock for introductions to investors. The service period is 6 months. On June 4, 2014, the Company issued a total of 850,000 shares of its common stock and 2,050,000 options in exchange for consulting services, valued in the aggregate at $286,818. The $286,818 is being charged to operations over a three-year term. Compensation from equity issuances charged to operations during the six months ended June 30, 2015 and June 30, 2014 was $708,082 and $567,573, respectively. The expense related to the amortization of prepaid expense is $593,939. The unamortized balance at June 30, 2015 and at December 31, 2014 was $1,045,816 and $196,688, respectively.

4. DERIVATIVE LIABILITIES (Annu

4. DERIVATIVE LIABILITIES (Annual)	12 Months Ended
	Dec. 31, 2014
Annual Report
4. DERIVATIVE LIABILITIES	NOTE 4 DERIVATIVE LIABILITIES The Company identified conversion features embedded within convertible debt and warrants issued in 2014, and the Company also identified derivative liabilities embedded within warrants detachable with subscription agreement. The Company has determined that the features associated with the embedded conversion option, in the form a ratchet provision, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. As a result of the application of ASC No. 815, the fair value of the warrant related to convertible debt and subscription agreement is summarized as follow: Warrants with convertible Debt Warrants with subscription agreement Total Fair value at the commitment date 87,189 259,278 346,467 Fair value mark to market adjustment 429,948 323,293 753,241 Balances as of December 31, 2014 517,137 582,571 1,099,708 The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2014: Commitment Date Remeasurement Date Expected dividends 0 % 0 % Expected volatility 150 % 150 % Expected term 3 years 2.23 – 2.96 years Risk free interest rate 0.75% - 1.1% 1.1 %

4. DERIVATIVE LIABILITIES

4. DERIVATIVE LIABILITIES	6 Months Ended
	Jun. 30, 2015
Quarterly Report
4. DERIVATIVE LIABILITIES	NOTE 4 - DERIVATIVE LIABILITIES The Company had previously identified conversion features embedded within warrants received in connection with the issuance of convertible debt and, separately, within warrants received in connection with the issuance of common stock. The Company has determined that the features associated with the embedded conversion option, in the form a ratchet provision, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. During the second quarter of 2015, the Company and the holders of warrants previously issued as part of our offering in March 2014 with an exercise price of $0.40 agreed to amend the warrants to remove the ratchet provision. This reduced the Company’s derivative liability by $835,593 and increased additional paid in capital by the same amount. As a result of the application of ASC No. 815, the fair value of the ratchet feature related to convertible debt and warrants is summarized as follow: Warrants with Convertible Debt Warrants with Issuance of Common Stock Warrants Issued For Services Total Fair value at the commitment date $ 87,189 $ 259,278 $ 0 $ 346,467 Fair value mark to market adjustment 429,948 323,293 753,241 Balances as of December 31, 2014 517,137 582,571 0 1,099,708 Fair value at the commitment date - in first quarter 2015 125,708 0 43,704 169,412 Fair value mark to market adjustment (24,677 ) (17,841 ) (219 ) (42,737 ) Balances as of March 31, 2015 618,168 564,730 43,485 1,226,383 Fair value at the commitment date - in second quarter 2015 51,378 51,378 Reclassified to additional paid-in capital due to amendment of agreements. (618,168) (273,161 ) – (835,593 ) Balances as of June 30, 2015 $ 0 $ 291,569 $ 94,863 $ 386,432 The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of June 30, 2015: Commitment Date Remeasurement Date Expected dividends 0% 0% Expected volatility 150% 150% Expected term 3-5 years 1.83 – 4.70 years Risk free interest rate 0.75% - 1.1% 0.89% - 1.35%

5. DEBT DISCOUNT (Annual)

5. DEBT DISCOUNT (Annual)	12 Months Ended
	Dec. 31, 2014
Annual Report
5. DEBT DISCOUNT	NOTE 5 DEBT DISCOUNT The Company recorded the $174,378 debt discount due to beneficial conversion feature of $87,189 for the detachable warrants issued with convertible debt, and $87,189 in derivative liabilities related to the ratchet feature warrants. The debt discount recorded in 2014 pertains to convertible debt and warrants issued that contain ratchet features that are required to bifurcated and reported at fair value. Debt discount is summarized as follows: Debt discount 174,378 Accumulated amortization - 2014 (67,363 ) Debt discount - net - December 31, 2014 $ 107,016

5. DEBT DISCOUNT

5. DEBT DISCOUNT	6 Months Ended
	Jun. 30, 2015
Quarterly Report
5. DEBT DISCOUNT	NOTE 5 - DEBT DISCOUNT The Company recorded the $174,378 debt discount due to beneficial conversion feature of $87,189 for the detachable warrants issued with convertible debt, and $87,189 in derivative liabilities related to the ratchet feature warrants. The debt discount was recorded in 2014 and pertains to convertible debt and warrants issued that contain ratchet features that are required to be bifurcated and reported at fair value. Debt discount is summarized as follows: June 30, 2015 December 31, 2014 Deb discount on notes payable $ 107,016 $ 174,379 Accumulated amortization (50,347 ) (67,363 ) Debt discount on notes payable, net $ 56,669 $ 107,016 Amortization of debt discount on notes payable for the six months ended June 30, 2015 and June 30, 2014 was $50,347 and $17,681, respectively.

6. CONVERTIBLE DEBENTURES (Annu

6. CONVERTIBLE DEBENTURES (Annual)	12 Months Ended
	Dec. 31, 2014
Annual Report
6. CONVERTIBLE DEBENTURES	NOTE 6 – CONVERTIBLE DEBENTURES On March 24, 2014, the Company issued several convertible debentures to certain accredited investors. The total amount of the debentures is $269,100 and matures on March 24, 2016 with zero percent interest rate. The debentures are convertible into shares of the Company’s common stock at $0.1 per share. In addition, the Company granted to the same investors three−year warrants to purchase an aggregate of 1,345,500 shares of the Company’s common stock at $0.4 per share. The debentures were discounted in the amount of $174,389 due to the intrinsic value of the beneficial conversion option and relative fair value of the warrants. As of December 31, 2014, the aggregate carrying value of the debentures was $107,016, net of debt discounts of $162,084. The Company recorded amortization of debt discount in amount of $49,614 during the year ended December 31, 2014.

6. CONVERTIBLE DEBENTURES

6. CONVERTIBLE DEBENTURES	6 Months Ended
	Jun. 30, 2015
Quarterly Report
6. CONVERTIBLE DEBENTURES	NOTE 6 - CONVERTIBLE DEBENTURES On March 24, 2014, the Company issued convertible debentures to certain accredited investors. The total principal amount of the debentures is $269,100 and matures on March 24, 2016 with a zero percent interest rate. The debentures are convertible into shares of the Company’s common stock at $0.10 per share. The debentures were discounted in the amount of $174,378 due to the intrinsic value of the beneficial conversion option and relative derivative liabilities of the warrants. On January 7, 2015, one holder of a convertible debenture converted $40,000 of principal into 400,000 shares of common stock. On April 4, 2015, one holder of a convertible debenture converted $20,000 of principal into 200,000 shares of common stock. As of June 30, 2015, the aggregate carrying value of the debentures was $152,430 net of debt discounts of $56,670, while as of December 31, 2014, the aggregate carrying value of the debentures was $162,084 net of debt discounts of $107,016.

7. CAPITAL STOCK (Annual)

7. CAPITAL STOCK (Annual)	12 Months Ended
	Dec. 31, 2014
Annual Report
7. CAPITAL STOCK	NOTE 7 CAPITAL STOCK On March 18, 2014, the Company entered into a Plan of Reorganization with its shareholders in which the following was effected: (i) on March 21, 2014, the Company’s Certificate of Incorporation was amended to allow for the issuance of 200,000,000 shares of the Company’s common stock; (ii) on March 24, 2014, each of the Company’s preferred shareholders converted their shares into common stock on a one for one basis, and (iii) on March 24, 2014, each of the Company’s shareholders surrendered their shares of the Company’s common stock in exchange for the pro-rata distribution of 36,000,000 newly issued shares of Company’s common stock, based on the percentage of the total shares of common stock held by the shareholder immediately prior to the exchange (the “Exchange”). The Company is currently authorized to issue 21 Series A preferred shares at $1.00 par value per share with 1:1 conversion and voting rights. As of December 31, 2014 and 2013, there were zero shares of Series A preferred share issued and outstanding. The Company is currently authorized to issue 200,000,000 common shares at $0.001 par value per share. As of December 31, 2014, there were 38,909,000 shares of common stock issued and outstanding and 1,048,000 shares of common stock to be issued, all of which were subsequently issued on January 4, 2015. On January 1, 2014, the directors and officers exercised all of then outstanding 72.06 stock options and acquired 72.06 shares of common stock at $1 per share. These 72.06 shares of common stock were exchanged for 21,954,160 shares of common stock during the Exchange. On March 18, 2014, immediately prior to the exchange, the Company converted $4,358 accrued dividend from Series A preferred shares into 0.513 share of common stock, which was exchanged for 156,293 shares of common stock during the Exchange. On March 24, 2014, the Company issued 2,059,000 shares of common stock in exchange for $205,900 cash. On June 4, 2014, the Company issued 250,000 shares of common stock to Vincent “Tripp” Keber valued at $0.10 per share in exchange for his services on the Company’s Board of Directors for three years. These shares have a fair market value of $25,000, of which $4,795 was amortized during the year ended December 31, 2014. On June 4, 2014, the Company issued 250,000 shares of common stock to Ean Seeb valued at $0.10 per share in exchange for his services on the Company’s Board of Directors for three years. These shares have a fair market value of $25,000, of which $4,795 was amortized during the year ended December 31, 2014. On June 4, 2014, the Company issued 250,000 shares of common stock to Sebastian Stant valued at $0.10 per share in exchange for his services as the Company’s Lead Web Developer for one year. These shares have a fair market value of $25,000, of which $14,384 was amortized during the year ended December 31, 2014. On May 1, 2014, the Company issued 100,000 shares of common stock to Jesus Quintero valued at $0.10 per share in exchange for his services as the Company’s Chief Financial Officer for one year. These shares have a fair market value of $10,000, of which $6,685 was amortized during the year ended December 31, 2014. From September 15 to December 31, 2014, we completed an offering of $524,000 of our securities to certain accredited and non-accredited investors consisting of 1,048,000 shares of our common stock at $0.50 per share. As of December 31, 2014, the full $524,000 had been received. These shares have not been issued as of December 31, 2014 and was recorded as common stock to be issued.

7. CAPITAL STOCK

7. CAPITAL STOCK	6 Months Ended
	Jun. 30, 2015
Quarterly Report
7. CAPITAL STOCK	NOTE 7 - CAPITAL STOCK The Company is currently authorized to issue 21 Series A preferred shares at $1.00 par value per share with 1:1 conversion and voting rights. As of June 30, 2015, there were 0 shares of Series A preferred shares issued and outstanding. The Company is currently authorized to issue 200,000,000 shares of its common stock at $0.001 par value per share. As of June 30, 2015, there were 44,505,238 shares of common stock issued and outstanding and 857,000 shares of common stock to be issued. On March 18, 2014, the Company entered into a Plan of Reorganization with its shareholders in which the following was effected: (i) on March 21, 2014, the Company’s Certificate of Incorporation was amended to allow for the authorization of 200,000,000 shares of the Company’s common stock; (ii) on March 24, 2014, each of the Company’s preferred shareholders converted their shares into common stock on a one for one basis; and (iii) on March 24, 2014, each of the Company’s shareholders surrendered their shares of the Company’s common stock in exchange for the pro-rata distribution of 36,000,000 newly issued shares of Company’s common stock, based on the percentage of the total shares of common stock held by the shareholder immediately prior to the exchange (the “Exchange”). On January 1, 2014, the Company’s directors and officers exercised all of the then outstanding 72.06 stock options and acquired 72.06 shares of common stock at $1 per share. These 72.06 shares of common stock were exchanged for 21,954,160 shares of common stock during the Exchange. On March 18, 2014, immediately prior to the Exchange, the Company converted $4,358 accrued dividends from Series A preferred shares into 0.513 shares of common stock, which was exchanged for 156,293 shares of common stock during the Exchange. On March 24, 2014, the Company issued 2,059,000 shares of common stock in exchange for $205,900 cash. On June 4, 2014, the Company issued 250,000 shares of common stock to Vincent “Tripp” Keber valued at $0.10 per share in exchange for his services on the Company’s Board of Directors for three years under the 2014 Equity Incentive Plan (“2014 Plan”). These shares had a fair market value of $25,000, of which $2,055 and $4,110 was amortized during the quarter and six months ended June 30, 2015, respectively. On June 4, 2014, the Company issued 250,000 shares of common stock under the 2014 Plan to Ean Seeb valued at $0.10 per share in exchange for his services on the Company’s Board of Directors for three years. These shares had a fair market value of $25,000, of which $2,055 and $4,110 was amortized during the quarter and six months ended June 30, 2015, respectively. On June 4, 2014, the Company issued 250,000 shares of common stock under the 2014 Plan to Sebastian Stant valued at $0.10 per share in exchange for his services as the Company’s Lead Web Developer for one year. These shares had a fair market value of $25,000, of which $4,452 and 10,616 was amortized during the quarter and six months ended June 30, 2015, respectively. On May 1, 2014, the Company issued 100,000 shares of common stock under the 2014 Plan to Jesus Quintero valued at $0.10 per share in exchange for his services as the Company’s Chief Financial Officer for one year. These shares had a fair market value of $10,000, of which $849 and $3,315 was amortized during the quarter and six months ended June 30, 2015, respectively. From September 15, 2014 to March 11, 2015, we completed an offering of $866,000 of our securities to certain accredited and non-accredited investors consisting of 1,732,000 shares of our common stock at $0.50 per share. As of June 30, 2015, all 1,732,000 shares of common stock had been issued. On March 3, 2015, MassRoots entered into an investment banking relationship with Chardan Capital Markets, LLC. Under the terms of the agreement, MassRoots shall pay Chardan a non-refundable retainer of 200,000 common shares and pay a commission equal to: (a) an aggregate cash fee equal to four percent (4%) of the gross proceeds received from the sale of common stock; and (b) an aggregate restricted stock fee equal to eight percent (8.0%) of the aggregate number of shares of common stock sold in the offering. From January 1 to March 31, 2015, the Company issued 230,000 shares of common stock to five employees and consultants under our 2014 Employee Stock Option Program. During April 2015, the Company issued 960,335 shares of common stock in exchange for $576,200 cash. On April 28, 2015, the Company entered into a consulting agreement with Torrey Hills Capital. Under the terms of the agreement, Torrey Hills Capital is to receive 75,000 shares of common stock and $5,000 per month for setting-up non-deal roadshows for the Company. On May 12, 2015, the Company entered into a consulting agreement with Caro Capital. Under the terms of the agreement, Caro is to receive 200,000 shares of common stock and $2,000 per month for setting-up non-deal roadshows for the Company for a period of one year. On June 15, 2015, the Company entered into a consulting agreement with Demeter Capital. Under the terms of the agreement, Demeter Capital is to receive 100,000 shares of common stock for consulting services. The 100,000 shares have not been issued as of June 30, 2015 and were recorded as common stock to be issued. In June 2015, the Company signed agreements to issue 607,335 shares of common stock in exchange for $455,500 cash. The 607,335 shares have not been issued as of June 30, 2015 and were recorded as common stock to be issued. During the second quarter of 2015, the Company issued 1,686,341 shares of common stocks and received $300,936 due to the exercise of warrants. As of June 30, 2015, 1,536,341 shares of common stock had been issued from these exercises. The remaining 150,000 shares have not been issued as of June 30, 2015 and were recorded as common stock to be issued. During the second quarter of 2015, the Company issued 654,050 shares of common stock which previously were classified as common stock to be issued on March 31, 2015.

8. STOCK WARRANTS (Annual)

8. STOCK WARRANTS (Annual)	12 Months Ended
	Dec. 31, 2014
Annual Report
8. STOCK WARRANTS	NOTE 8 – STOCK WARRANTS On March 24, 2014, the Company issued warrants to a third party for the purchase of 4,050,000 and 2,375,000 shares of common stock, at an exercise price of $0.001 and $0.4 per share, respectively. The warrants may be exercised any time after issuance through and including the third (3 rd On March 24, 2014, in connection to the issuance of convertible debentures of $269,100 to certain investors, which are convertible into shares of the Company’s common stock at $0.1 per share, the Company granted to the same investors three−year warrants to purchase an aggregate of 1,345,500 shares of the Company’s common stock at $0.4 per share. The warrants may be exercised any time after the issuance through and including the third (3 rd On March 24, 2014, in connection to the issuance of 2,059,000 shares of common stock, the Company granted to the same investors three−year warrants to purchase an aggregate of 1,029,500 shares of the Company’s common stock at $0.4 per share. The warrants may be exercised any time after the issuance through and including the third (3 rd On June 4, 2014, the Company issued warrants to purchase 750,000 shares at $0.10 per share to Vincent “Tripp” Keber for his services on the Company’s Board of Directors for 3 years. Under the terms of the agreement, 250,000 shares shall begin vesting on October 1, 2014 such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These warrants were issued in exchange for his services on the Company’s Board of Directors for 3 years. The warrants may be exercised any time after the issuance through and including the tenth (10 th On June 4, 2014, the Company issued warrants to purchase 750,000 shares at $0.10 per share to Ean Seeb for his services on the Company’s Board of Directors for 3 years. Under the terms of the agreement, 250,000 shares shall begin vesting on October 1, 2014 such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These warrants were issued in exchange for his services on the Company’s Board of Directors for 3 years. The warrants may be exercised any time after the issuance through and including the tenth (10 th On June 4, 2014, the Company issued warrants to purchase 550,000 shares at $0.10 per share to Sebastian Stant for his services as the Company’s Lead Web Developer for 1 year. Under the terms of the agreement, 250,000 shares shall vest immediately upon the company reaching 250,000 users. An additional 150,000 shares shall vest immediately upon the company reaching 500,000 users. An additional 150,000 shares shall vest immediately upon the company reaching 750,000 users. The warrants were issued in exchange for his services as the Company’s Lead Web Developer for 1 year. The warrants may be exercised any time after the issuance through and including the tenth (10 th During the four months ended December 31, 2014, in connection to the sale of 1,048,000 shares of common stock, the Company granted to the same investors three−year warrants to purchase an aggregate of 524,000 shares of the Company’s common stock at $1.00 per share. The warrants may be exercised any time after the issuance through and including the third (3 rd $ Stock warrants outstanding and exercisable on December 31, 2014 are as follows: Exercise Price per Share Shares Under Warrants Remaining Life in Years Outstanding $ 0.001 4,050,000 3 $ 0.10 2,050,000 10 $ 0.4 4,750,000 3 $ 1 524,000 3 Exercisable $ 0.001 4,050,000 3 $ 0.10 125,000 10 $ 0.4 4,750,000 3 $ 1 524,000 3 No other stock warrants have been issued or exercised during the twelve months ended December 31, 2014.

8. STOCK WARRANTS

8. STOCK WARRANTS	6 Months Ended
	Jun. 30, 2015
Quarterly Report
8. STOCK WARRANTS	NOTE 8 - STOCK WARRANTS On March 24, 2014, the Company issued warrants to a third party for the purchase of 4,050,000 and 2,375,000 shares of common stock, at an exercise price of $0.001 and $0.40 per share, respectively. The warrants may be exercised any time after issuance through and including the third (3 rd On March 24, 2014, in connection to the issuance of convertible debentures of $269,100 to certain investors, which are convertible into shares of the Company’s common stock at $0.10 per share, the Company granted to the same investors three−year warrants to purchase an aggregate of up to 1,345,500 shares of the Company’s common stock at $0.4 per share. The warrants may be exercised any time after the issuance through and including the third (3 rd On March 24, 2014, in connection to the issuance of 2,059,000 shares of common stock, the Company granted to the same investor three−year warrants to purchase an aggregate of 1,029,500 shares of the Company’s common stock at $0.4 per share. The warrants may be exercised any time after the issuance through and including the third (3 rd During the four months ended December 31, 2014, in connection to the sale of 1,048,000 shares of common stock, the Company granted to the same investors three−year warrants to purchase an aggregate of 524,000 shares of the Company’s common stock at $1.00 per share. The warrants may be exercised any time after the issuance through and including the third (3 rd $ During the three months ended March 31, 2015, in connection to the sale of 684,000 shares of common stock, the Company granted to the same investors three−year warrants to purchase an aggregate of 342,000 shares of the Company’s common stock at $1.00 per share. The warrants may be exercised any time after the issuance through and including the third (3 rd On February 27, 2015, the Company sold warrants for a nominal amount to purchase 100,000 shares of common stock at $0.50 per share to certain service providers. On April 8, 2015, the Company issued warrants to purchase 50,000 shares of common stock at $0.60 per share to certain service providers. From April 1 to June 30, 2015, 750,000 of warrants previously issued as part of our offering in March 2014 were exercised at an exercise price of $0.40 per share for proceeds of $300,000, of which $295,000 was received during the second quarter of 2015 and the remaining $5,000 was received during the third quarter of 2015. From April 1 to June 30, 2015, 936,341 warrants previously issued as part of our offering in March 2014 were exercised at an exercise price of $0.001 per share for proceeds of $936. Stock warrants outstanding and exercisable on June 30, 2015 are as follows: Exercise Price per Share Shares Under Warrants Remaining Life in Years Outstanding $ 0.001 3,113,659 2 $ 0.4 4,000,000 2 $ 0.5 100,000 5 $ 0.6 50,000 5 $ 1 866,000 3 Exercisable $ 0.001 3,113,659 2 $ 0.4 4,000,000 2 $ 0.5 100,000 5 $ 0.6 50,000 5 $ 1 866,000 3 No other stock warrants have been issued or exercised during the three months ended June 30, 2015.

9. GOING CONCERN AND UNCERTAINT

9. GOING CONCERN AND UNCERTAINTY (Annual)	12 Months Ended
	Dec. 31, 2014
Annual Report
9. GOING CONCERN AND UNCERTAINTY	NOTE 9 GOING CONCERN AND UNCERTAINTY The Company has suffered losses from operations since inception. In addition, the Company has yet to generate an internal cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern. Management’s plans with regard to these matters encompass the following actions: 1) obtain funding from new investors to alleviate the Company’s working deficiency, and 2) implement a plan to generate sales. The Company’s continued existence is dependent upon its ability to translate its vast user base into sales. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

9. EMPLOYEE EQUITY INCENTIVE PL

9. EMPLOYEE EQUITY INCENTIVE PLAN	6 Months Ended
	Jun. 30, 2015
Quarterly Report
9. EMPLOYEE EQUITY INCENTIVE PLAN	NOTE 9 - EMPLOYEE EQUITY INCENTIVE PLAN In June 2014, our shareholders approved our 2014 Equity Incentive Plan (“2014 Plan”), which provides for the grant of incentive stock options to our employees and our parent and subsidiary corporations' employees, and for the grant of nonstatutory stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. A total of 4 million shares of common stock are reserved for issuance under our 2014 Plan. On June 4, 2014, the Company granted options to purchase 750,000 shares at $0.10 per share to Vincent “Tripp” Keber for his services on the Company’s Board of Directors for 3 years. Under the terms of the grant, 250,000 shares shall begin vesting on October 1, 2014 such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These options were issued in exchange for his services on the Company’s Board of Directors for 3 years. The options may be exercised any time after the issuance through and including the tenth (10 th On June 4, 2014, the Company granted options to purchase 750,000 shares at $0.10 per share to Ean Seeb for his services on the Company’s Board of Directors for 3 years. Under the terms of the grant, 250,000 shares shall begin vesting on October 1, 2014 such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These options were issued in exchange for his services on the Company’s Board of Directors for 3 years. The options may be exercised any time after the issuance through and including the tenth (10 th On June 4, 2014, the Company granted options to purchase 550,000 shares at $0.10 per share to Sebastian Stant for his services as the Company’s Lead Web Developer for 1 year. Under the terms of the grant, 250,000 shares shall vest immediately upon the Company reaching 250,000 users. An additional 150,000 shares shall vest immediately upon the Company reaching 500,000 users. An additional 150,000 shares shall vest immediately upon the Company reaching 750,000 users. The options were issued in exchange for his services as the Company’s Lead Web Developer for 1 year. The options may be exercised any time after the issuance through and including the tenth (10 th On March 9, 2015, Sebastian Stant resigned his position as Lead Developer of MassRoots and surrendered 350,000 options with a strike price of $0.10 per share back to the 2014 Plan. From January 1 to March 31, 2015, the Company granted 230,000 shares and options to purchase 1,065,000 shares at $0.50 per share to 20 employees and consultants of the Company, with most vesting monthly over the course of one year. The fair market value of the options are $523,991. On April 8, 2015, the Company granted options to purchase 105,000 shares at $0.6 per share to 3 employees and consultants of the Company, with most vesting monthly over the course of one year. The fair market value of the options are $114,143. Stock options outstanding and exercisable on June 30, 2015 are as follows: Exercise Price per Share Shares Under Options Remaining Life in Years Outstanding $ 0.10 1,750,000 9 $ 0.50 1,065,000 10 $ 0.60 105,000 10 Exercisable $ 0.10 625,000 9 $ 0.50 532,584 10 $ 0.60 17,498 10 No other stock options have been issued or exercised during the three months ended June 30, 2015.

10. SIGNIFICANT EVENTS (Annual)

10. SIGNIFICANT EVENTS (Annual)	12 Months Ended
	Dec. 31, 2014
Annual Report
10. SIGNIFICANT EVENTS	NOTE 10 SIGNIFICANT EVENTS On July 24, 2014, MassRoots entered into a lease for a new company headquarters located at 2247 Federal Blvd, Denver. This location is co-leased by the Company, along with CannaBuild, LLC, from 2247 Federal Boulevard, LLC pursuant to a written lease which expires on July 22, 2015 and contains an option for a one year renewal at the same monthly rate. This location is shared with CannaBuild, LLC, which pays a portion of the monthly rent. The lease is for a total of $3,450 per month, which, pursuant to an expense sharing agreement between the Company and CannaBuild, LLC, the Company is responsible for paying $2,250 per month. The Company had previously rented virtual office space from Opus Virtual Offices which provides conference rooms, mail forwarding and call answering for $99 per month ($1,188 on an annual basis). The Opus Virtual Office lease has been cancelled by the Company and expired on September 14, 2014. On September 1, 2014, MassRoots entered into an employment contract with Sebastian Stant. For his services as Lead Developer, Mr. Stant shall be compensated five thousand dollars ($5,000) per month. Upon the successful execution of all of our outstanding forty-cent ($0.40) warrants, Mr. Stant's salary will increase to seven thousand five hundred dollars ($7,500) per month. The employment contract is “at-will” and may be terminated by either party with or without cause with one (1) month’s written notice. No retirement plan, health insurance or employee benefits program was awarded to Mr. Stant and he serves at the discretion of the Board of Directors. On September 15, 2015, MassRoots entered into a contract with Direct Media Advertising for a sponsorship of B-Real’s “Smokers Club Tour.” Under the terms of the agreement, B-Real has promoted MassRoots on his social media accounts, featured MassRoots on B-Real's "Smoke Box" and produced a promotional video for MassRoots. MassRoots compensated Direct Media Advertising a one-time fee of twenty thousand dollars ($20,000). The tour lasted from October 1, 2014 to November 30, 2014.

10. GOING CONCERN AND UNCERTAIN

10. GOING CONCERN AND UNCERTAINTY	6 Months Ended
	Jun. 30, 2015
Quarterly Report
10. GOING CONCERN AND UNCERTAINTY	NOTE 10 - GOING CONCERN AND UNCERTAINTY The Company has suffered losses from operations since inception. In addition, the Company has yet to generate an significant cash flow from its business operations. These factors raise substantial doubt as to the ability of the Company to continue as a going concern. Management’s plans with regard to these matters encompass the following actions: 1) obtain funding from new and potentially current investors to alleviate the Company’s working deficiency, and 2) implement a plan to generate sales. The Company’s continued existence is dependent upon its ability to translate its vast user base into sales. However, the outcome of management’s plans cannot be ascertained with any degree of certainty. The accompanying unaudited financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.

11. SUBSEQUENT EVENTS (Annual)

11. SUBSEQUENT EVENTS (Annual)	12 Months Ended
	Dec. 31, 2014
Annual Report
11. SUBSEQUENT EVENTS	NOTE 11 SUBSEQUENT EVENTS On January 1, 2015, MassRoots amended its employment contract with Tyler Knight. For his services as Chief Marketing Officer, Mr. Knight shall be five thousand dollars ($5,000) per month. The employment contract is “at-will” and may be terminated by either party with or without cause with one (1) month’s written notice. No retirement plan, health insurance or employee benefits program was awarded to Mr. Knight and he serves at the direction of the Chief Executive Officer and Board of Directors. On March 3, 2015, MassRoots entered into an investment banking relationship with Chardan Capital Markets, LLC. Under the terms of the agreement, MassRoots shall pay Chardan a non-refundable retainer of 200,000 common shares and pay a commission equal to: (a) an aggregate cash fee equal to four percent (4%) of the gross proceeds received from the sale of the Stock; and (b) an aggregate restricted stock fee equal to eight percent (8.0%) of the aggregate number of shares of Stock sold in the offering. On March 9, 2015, Sebastian Stant resigned his position as Lead Developer of MassRoots and surrendered 350,000 options with a strike price of $0.10 back to the 2014 Employee Incentive Plan. On March 9, 2015 MassRoots entered into an employment contract with Alan Janis. For his services as Director of Technology, Mr. Janis shall be compensated one hundred thirty thousand dollars ($130,000) per year. The employment contract is “at-will” and may be terminated by either party with or without cause with one (1) month’s written notice. No retirement plan, health insurance or employee benefits program was awarded to Mr. Janis and he serves at the discretion of the Board of Directors. On March 31, 2015, MassRoots amended its employment contract with Isaac Dietrich. For his services as Chief Executive Officer, Mr. Dietrich shall be compensated seven thousand five hundred dollars ($7,500) per month, effective April 1, 2015. The employment contract is “at-will” and may be terminated by either party with or without cause with one (1) month’s written notice. No retirement plan, health insurance or employee benefits program was awarded to Mr. Dietrich and he serves at the direction of the Board of Directors. On March 31, 2015, MassRoots amended its employment contract with Hyler Fortier. For her services as Chief Operating Officer, Ms. Fortier shall be compensated five thousand dollars ($5,000) per month, effective April 1, 2015. The employment contract is “at-will” and may be terminated by either party with or without cause with one (1) month’s written notice. No retirement plan, health insurance or employee benefits program was awarded to Ms. Fortier and she serves at the direction of the Board of Directors. From January 1, 2015 to March 11, 2015, we sold $448,000 of our securities to certain accredited and non-accredited investors consisting of 896,000 shares of our common stock at $0.50 per share, with a warrant, exercisable into an amount of our common stock equal to fifty percent (50%) of the common stock purchased, at $1.00 per share. On March 11, this offering was terminated per the Company’s Board of Trustees. On January 12, 2015, debentures with a face value of $40,000 were converted into 400,000 shares of common stock. On January 14, 2015, the Company issued 1,508,000 shares of common stock to investors who had purchased the shares at $0.50 per share from September 15, 2014 to January 9, 2015.

11. SIGNIFICANT EVENTS

11. SIGNIFICANT EVENTS	6 Months Ended
	Jun. 30, 2015
Quarterly Report
11. SIGNIFICANT EVENTS	NOTE 11 - SIGNIFICANT EVENTS From April 1, 2015 through April 17, 2015, the Company completed an offering of 960,933 restricted shares of the Company’s common stock, par value $0.001 per share to certain accredited and unaccredited investors. The shares were offered pursuant to subscription agreements with each investor for aggregate gross proceeds to the Company of $576,200. The Company compensated Chardan Capital $20,000 cash and 262,560 shares of common stock as commission for this placement. From April 1, 2015 to June 30, 2015, the Company issued 3,020,828 shares of common stock: 200,000 shares for the conversion of a debenture with a face value of $20,000 at $0.10 per share, 224,000 shares to the $0.50 round investors from January to March 2015, 960,337 shares to the $0.60 round investors during April 2015, 262,650 shares to Chardan Capital for placement agent services, 936,341 shares for the exercise of $0.001 warrants, and 600,000 shares for the exercise of the $0.40 financing warrants. On April 28, 2015, the Company entered into a consulting agreement with Torrey Hills Capital. Under the terms of the agreement, Torrey Hills Capital is to receive 75,000 shares of common stock and $5,000 per month for setting-up non-deal roadshows for the Company. These shares were issued on June 3, 2015. From April 1 to June 30, 2015, 750,000 warrants previously issued as part of our offering in March 2014 were exercised at an exercise price of $0.40 per share for proceeds of $300,000, of which $295,000 was received during the second quarter of 2015 and the remaining $5,000 was received during Q3. From April 1 to June 30, 2015, 936,341 of warrants previously issued as part of our offering in March 2014 were exercised at an exercise price of $0.001 per share for proceeds of $936.34. On May 12, 2015, the Company entered into a consulting agreement with Caro Capital. Under the terms of the agreement, Caro is to receive 200,000 shares of common stock and $2,000 per month for setting-up non-deal roadshows for the Company for a period of one year. These shares were issued on June 3, 2015. On June 15, 2015, the Company entered into a consulting agreement with Demeter Capital. Under the terms of the agreement, Demeter Capital is to receive 100,000 shares of common stock for introductions to investors. On June 19, 2015, the Company retained Mr. Daniel C. Hunt as Chief Operating Officer of the Company, effective immediately. Mr. Hunt succeeds Ms. Hyler Fortier, who resigned as Chief Operating Officer of the Company as of that same date. Ms. Fortier will continue with the Company as the Company’s Director of Branding, a non-executive role. Mr. Hunt will receive a salary of $78,000 per year and is an “at-will” agreement and may be terminated by either party with or without cause with one (1) month’s written notice. No retirement plan, health insurance or other employee benefits were awarded to Mr. Hunt and he shall serve at the direction of the Company’s Chief Executive Officer and Board. From June 10 to June 30, 2015, the Company sold 606,669 shares of unregistered common stock for gross proceeds of $455,000, of which $380,000 was received by June 30, 2015. On June 30, 2015, the Company had recorded 150,000 registered common shares to be issued for the exercise of $0.40 warrants, 606,669 unregistered common stock to be issued for purchasers of the $0.75 private placement, and 100,000 unregistered common shares to be issued to Demeter Capital for services rendered.

12. SUBSEQUENT EVENTS

12. SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2015
Quarterly Report
12. SUBSEQUENT EVENTS	NOTE 12 - SUBSEQUENT EVENTS From July 1 to July 13, 2015, MassRoots sold an additional 834,004 shares of unregistered common stock for gross proceeds totaling $610,502. This round was closed on July 13, 2015. As of July 21, 2015, all $1,065,502 had been received. In connection with this offering, Chardan will receive $27,200 in cash and 76,560 shares of the Company’s common stock as commission for this placement.

1. SUMMARY OF SIGNIFICANT ACC34

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Annual) (Policies) - Annual Report	12 Months Ended
	Dec. 31, 2014
Basis of Presentation	Basis of Presentation The financial statements include the accounts of MassRoots, Inc. under the accrual basis of accounting.
Managements Use of Estimates	Management’s Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.
Deferred Taxes	Deferred Taxes The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
Cash and Cash Equivalents	Cash and Cash Equivalents
Revenue Recognition	Revenue Recognition (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered and all required milestones achieved, (iii) the sales price is fixed or determinable, and (iv) Collectability is reasonably assured. MassRoots primarily generates revenue by charging businesses to advertise on the network. MassRoots has the ability to target advertisements directly to a clients’ target audience, based on their location, on their mobile devices. All advertising services take between a few hours to up to one month to complete, unless otherwise noted. MassRoots’ secondary source of income is merchandise sales. The objective with the sales is not to generate large profit margins, but to help offset the cost of marketing. Each t-shirt, sticker and jar MassRoots sells will likely lead to more downloads and active users.
Cost of Sales	Cost of Sales
Comprehensive Income (Loss)	Comprehensive Income (Loss)
Loss Per Share	Loss Per Share -
Risk and Uncertainties	Risk and Uncertainties
Convertible Debentures	Convertible Debentures
Stock Based Compensation	Stock-Based Compensation
Fair Value for Financial Assets and Financial Liabilities	Fair Value for Financial Assets and Financial Liabilities- Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expense and accrued payroll tax approximate their fair values because of the short maturity of these instruments. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value on September 30, 2014, nor gains or losses are reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period ended September 30, 2014.
Embedded Conversion Features	Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Beneficial Conversion Feature	Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted for financial statements not yet issued. The Company adopted ASU 2014-10 during the fourth quarter of 2014, thereby no longer presenting or disclosing any information required by Topic 915. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2014-05, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

1. SUMMARY OF SIGNIFICANT ACC35

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) - Quarterly Report	6 Months Ended
	Jun. 30, 2015
Basis of Presentation	Basis of Presentation The financial statements include the accounts of MassRoots, Inc. under the accrual basis of accounting.
Managements Use of Estimates	Management’s Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.
Deferred Taxes	Deferred Taxes The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of the Statement of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.
Revenue Recognition	Revenue Recognition The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered and all required milestones achieved, (iii) the sales price is fixed or determinable, and (iv) Collectability is reasonably assured. MassRoots primarily generates revenue by charging businesses to advertise on the network. MassRoots has the ability to target advertisements directly to a clients’ target audience, based on their location, on their mobile devices. All advertising services take between a few hours to up to one month to complete, unless otherwise noted. MassRoots’ secondary source of income is merchandise sales. The objective with the sales is not to generate large profit margins, but to help offset the cost of marketing. Each t-shirt, sticker and jar MassRoots sells will likely lead to more downloads and active users.
Cost of Sales	Cost of Sales
Comprehensive Income (Loss)	Comprehensive Income (Loss) The Company reports comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the periods covered in the financial statements.
Loss Per Share	Loss Per Share
Risk and Uncertainties	Risk and Uncertainties
Convertible Debentures	Convertible Debentures If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt using the effective interest method.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.
Fair Value for Financial Assets and Financial Liabilities	Fair Value for Financial Assets and Financial Liabilities The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Our financial instruments include cash, accounts receivable, prepaid expense, investment in Flowhub, deposit, accounts payable, accrued liabilities, convertible note payable, and derivative liabilities. The carrying values of the Company's cash, prepaid expense, investment in Flowhub, deposit, accrued liabilities approximate their fair value due to their short-term nature. The Company's convertible notes payable are measured at amortized cost. The derivative liabilities are stated at their fair value as a Level 3 measurement. The Company used a Black-Scholes model to determine the fair values of these derivative liabilities. See Note 4 for the Company's assumptions used in determining the fair value of these financial instruments.
Embedded Conversion Features	Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature.
Derivative Financial Instruments	Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Beneficial Conversion Feature	Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted for financial statements not yet issued. The Company adopted ASU 2014-10 during the fourth quarter of 2014, thereby no longer presenting or disclosing any information required by Topic 915. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements up to ASU 2015-10, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

2. FIXED ASSETS (Annual) (Table

2. FIXED ASSETS (Annual) (Tables)	12 Months Ended
	Dec. 31, 2014
Annual Report
Fixed Assets	December 31, 2014 December 31, 2013 Cost: Computers 12,134 1,522 Office equipment 4,055 0 Total 16,189 1,522 Less: Accumulated depreciation 2,027 228 Property and equipment, net 14,162 1,294

2. FIXED ASSETS (Tables)

2. FIXED ASSETS (Tables)	6 Months Ended
	Jun. 30, 2015
Quarterly Report
Fixed Assets	December 31, 2014 June 30, 2015 Cost: Computers 12,134 31,033 Office equipment 4,055 23,314 Total 16,189 54,347 Less: Accumulated depreciation 2,027 6,121 Property and equipment, net 14,162 1,294

3. PREPAID EXPENSE (Annual) (Ta

3. PREPAID EXPENSE (Annual) (Tables)	12 Months Ended
	Dec. 31, 2014
Annual Report
Prepaid Expenses	December 31, 2014 $ 90,131 2015 130,797 2016 65,891 $ 286,818

4. DERIVATIVE LIABILITIES (An39

4. DERIVATIVE LIABILITIES (Annual) (Tables) - Annual Report	12 Months Ended
	Dec. 31, 2014
Derivative Liabilities Ratchet Feature	Warrants with convertible Debt Warrants with subscription agreement Total Fair value at the commitment date 87,189 259,278 346,467 Fair value mark to market adjustment 429,948 323,293 753,241 Balances as of December 31, 2014 517,137 582,571 1,099,708
Derivative Liabilities Assumptions Used	Commitment Date Remeasurement Date Expected dividends 0% 0% Expected volatility 150% 150% Expected term 3 years 2.23 – 2.96 years Risk free interest rate 0.75% - 1.1% 1.1%

4. DERIVATIVE LIABILITIES (Tabl

4. DERIVATIVE LIABILITIES (Tables) - Quarterly Report	6 Months Ended
	Jun. 30, 2015
Derivative Liabilities	Warrants with Convertible Debt Warrants with Issuance of Common Stock Warrants Issued For Services Total Fair value at the commitment date $ 87,189 $ 259,278 $ 0 $ 346,467 Fair value mark to market adjustment 429,948 323,293 753,241 Balances as of December 31, 2014 517,137 582,571 0 1,099,708 Fair value at the commitment date - in first quarter 2015 125,708 0 43,704 169,412 Fair value mark to market adjustment (24,677 ) (17,841 ) (219 ) (42,737 ) Balances as of March 31, 2015 618,168 564,730 43,485 1,226,383 Fair value at the commitment date - in second quarter 2015 51,378 51,378 Reclassified to additional paid-in capital due to amendment of agreements. (618,168) (273,161 ) – (835,593 ) Balances as of June 30, 2015 $ 0 $ 291,569 $ 94,863 $ 386,432
Assumptions Used	Commitment Date Remeasurement Date Expected dividends 0% 0% Expected volatility 150% 150% Expected term 3-5 years 1.83 – 4.70 years Risk free interest rate 0.75% - 1.1% 0.89%-1.35%

5. DEBT DISCOUNT (Annual) (Tabl

5. DEBT DISCOUNT (Annual) (Tables)	12 Months Ended
	Dec. 31, 2014
Annual Report
Debt Discount	Debt discount 174,378 Accumulated amortization - 2014 (67,363 ) Debt discount - net - December 31, 2014 $ 107,016

5. DEBT DISCOUNT (Tables)

5. DEBT DISCOUNT (Tables)	6 Months Ended
	Jun. 30, 2015
Quarterly Report
Debt Discount	June 30, 2015 December 31, 2014 Deb discount on notes payable $ 107,016 $ 174,379 Accumulated amortization (50,347 ) (67,363 ) Debt discount on notes payable, net $ 56,669 $ 107,016

8. STOCK WARRANTS (Annual) (Tab

8. STOCK WARRANTS (Annual) (Tables)	12 Months Ended
	Dec. 31, 2014
Annual Report
Stock Warrants	Stock warrants outstanding and exercisable on December 31, 2014 are as follows: Exercise Price per Share Shares Under Warrants Remaining Life in Years Outstanding $ 0.001 4,050,000 3 $ 0.10 2,050,000 10 $ 0.4 4,750,000 3 $ 1 524,000 3 Exercisable $ 0.001 4,050,000 3 $ 0.10 125,000 10 $ 0.4 4,750,000 3 $ 1 524,000 3

8. STOCK WARRANTS (Tables)

8. STOCK WARRANTS (Tables)	6 Months Ended
	Jun. 30, 2015
Quarterly Report
Stock Warrants	Exercise Price per Share Shares Under Warrants Remaining Life in Years Outstanding $ 0.001 3,113,659 2 $ 0.4 4,000,000 2 $ 0.5 100,000 5 $ 0.6 50,000 5 $ 1 866,000 3 Exercisable $ 0.001 3,113,659 2 $ 0.4 4,000,000 2 $ 0.5 100,000 5 $ 0.6 50,000 5 $ 1 866,000 3

9. EMPLOYEE EQUITY INCENTIVE 45

9. EMPLOYEE EQUITY INCENTIVE PLAN (Tables)	6 Months Ended
	Jun. 30, 2015
Quarterly Report
Employee Equity Incentive Plan	Exercise Price per Share Shares Under Options Remaining Life in Years Outstanding $ 0.10 1,750,000 9 $ 0.50 1,065,000 10 $ 0.60 105,000 10 Exercisable $ 0.10 625,000 9 $ 0.50 532,584 10 $ 0.60 17,498 10

2. FIXED ASSETS - Fixed Assets

2. FIXED ASSETS - Fixed Assets (Annual) (Details) - Annual Report - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Property and equipment, gross	$ 16,189	$ 1,522
Less: Accumulated depreciation	2,027	228
Property and equipment, net	14,162	1,294
Computers
Property and equipment, gross	12,134	1,522
Office Equipment
Property and equipment, gross	$ 4,055	$ 0

2. FIXED ASSETS - Fixed Asset47

2. FIXED ASSETS - Fixed Assets (Details) - Quarterly Report - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Property and equipment, gross	$ 54,347	$ 16,189
Less: Accumulated depreciation	6,121	2,027
Property and equipment, net	48,226	14,162
Computers
Property and equipment, gross	31,033	12,134
Office Equipment
Property and equipment, gross	$ 23,314	$ 4,055

3. PREPAID EXPENSE - Prepaid Ex

3. PREPAID EXPENSE - Prepaid Expenses (Annual) (Details) - Annual Report	Dec. 31, 2014USD ($)
2,014	$ 90,131
2,015	130,797
2,016	$ 65,891

3. PREPAID EXPENSE (Annual) (De

3. PREPAID EXPENSE (Annual) (Details Narrative) - Annual Report	12 Months Ended
	Dec. 31, 2014USD ($)shares
Stock Issued for Consulting Services, Shares	850,000
Options Issued for Consulting Services, Options	2,050,000
Stock and Options Issued for Consulting Services, Value | $	$ 286,818

3. PREPAID EXPENSE (Details Nar

3. PREPAID EXPENSE (Details Narrative) - Quarterly Report - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Stock Issued for Consulting Services, Shares	850,000	430,000
Options Issued for Consulting Services, Options	2,050,000	1,065,000
Stock and Options Issued for Consulting Services, Value	$ 286,818	$ 782,695
Warrants Issued for Consulting Services		100,000
Compensation from Equity Issuances			$ 708,082	$ 567,573
Amortization of Prepaid Expense			593,939
Unamortized Prepaid Expenses	$ 1,045,816		$ 1,045,816		$ 196,688
Torrey Hills Capital
Stock Issued for Consulting Services, Shares			75,000
Monthly Compensation			$ 5,000
Caro Capital
Stock Issued for Consulting Services, Shares			200,000
Monthly Compensation			$ 2,000
Demeter Capital
Stock Issued for Consulting Services, Shares			100,000

4. DERIVATIVE LIABILITIES - Der

4. DERIVATIVE LIABILITIES - Derivative Liabilities Ratchet Feature (Annual) (Details) - Annual Report	Dec. 31, 2014USD ($)
Warrants with Convertible Debt [Member]
Fair value at the commitment date	$ 87,189
Fair value mark to market adjustment	429,948
Balances as of December 31, 2014	517,137
Warrants with Subscription Agreement [Member]
Fair value at the commitment date	259,278
Fair value mark to market adjustment	323,293
Balances as of December 31, 2014	582,571
Total [Member]
Fair value at the commitment date	346,467
Fair value mark to market adjustment	753,241
Balances as of December 31, 2014	$ 1,099,708

4. DERIVATIVE LIABILITIES - D52

4. DERIVATIVE LIABILITIES - Derivative Liabilities Assumptions Used (Annual) (Details) - Annual Report	3 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2014
Expected volatility	150.00%
Expected term	3 years
Commitment Date [Member] | Minimum [Member]
Expected dividends		0.00%
Expected volatility		150.00%
Expected term		3 years
Risk free interest rate		0.75%
Commitment Date [Member] | Maximum [Member]
Risk free interest rate		1.10%
Remeasurement [Member] | Minimum [Member]
Expected dividends		0.00%
Expected volatility		150.00%
Expected term		2 years 3 months
Risk free interest rate		1.10%
Remeasurement [Member] | Maximum [Member]
Expected term		2 years 11 months

4. DERIVATIVE LIABILITIES - D53

4. DERIVATIVE LIABILITIES - Derivative Liabilities (Details) - Quarterly Report - USD ($)	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
Fair value at the commitment date	$ 51,378	$ 169,412	$ 346,467
Fair value mark to market adjustment	835,593	42,737	753,241
Balance at end of period	386,432	1,226,383	1,099,708
Convertible Debt [Member]
Fair value at the commitment date		125,708	87,189
Fair value mark to market adjustment	618,168	24,677	429,948
Balance at end of period	0	618,168	517,137
Common Stock [Member]
Fair value at the commitment date		0	259,278
Fair value mark to market adjustment	273,161	17,841	323,293
Balance at end of period	291,569	564,730	582,571
Service Agreements [Member]
Fair value at the commitment date	$ 51,378	43,704	0
Fair value mark to market adjustment		219
Balance at end of period	$ 94,863	$ 43,485	$ 0

4. DERIVATIVE LIABILITIES - D54

4. DERIVATIVE LIABILITIES - Derivative Liabilities Assumptions Used (Details) - Quarterly Report	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Jun. 30, 2015
Expected volatility	150.00%	150.00%
Expected term	3 years	3 years
Commitment Date [Member] | Minimum [Member]
Expected dividends			0.00%
Expected volatility			150.00%
Expected term			3 years
Risk free interest rate			0.75%
Commitment Date [Member] | Maximum [Member]
Expected term			5 years
Risk free interest rate			1.10%
Remeasurement [Member] | Minimum [Member]
Expected dividends			0.00%
Expected volatility			150.00%
Expected term			1 year 11 months
Risk free interest rate			0.89%
Remeasurement [Member] | Maximum [Member]
Expected term			4 years 8 months
Risk free interest rate			1.35%

5. DEBT DISCOUNT - Debt Discoun

5. DEBT DISCOUNT - Debt Discount (Annual) (Details) - Annual Report	Dec. 31, 2014USD ($)
Debt discount	$ 174,378
Accumulated amortization - 2014	(67,363)
Debt discount - net - December 31, 2014	$ 107,016

5. DEBT DISCOUNT (Annual) (Deta

5. DEBT DISCOUNT (Annual) (Details Narrative) - Annual Report	Dec. 31, 2014USD ($)
Debt Discount	$ 174,378
Beneficial conversion feature	$ 87,189

5. DEBT DISCOUNT - Debt Disco57

5. DEBT DISCOUNT - Debt Discount (Details) - Quarterly Report - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Deb discount on notes payable	$ 107,016	$ 174,379
Accumulated amortization	(50,347)	(67,363)
Debt discount on notes payable, net	$ 56,669	$ 107,016

5. DEBT DISCOUNT (Details Narra

5. DEBT DISCOUNT (Details Narrative) - Quarterly Report - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Debt Discount	$ 107,016		$ 174,379
Beneficial conversion feature			$ 87,189
Amortization of discount on convertible debentures	$ 50,347	$ 17,681

6. CONVERTIBLE DEBENTURES (An59

6. CONVERTIBLE DEBENTURES (Annual) (Details Narrative) - Annual Report - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2014
Total Amount of Debentures		$ 269,100
Interest Rate on Debentures		0.00%
Convertible Conversion Per SharePrice		$ 0.1
Warrant Term		3 years
Warrants Granted Shares		1,345,500
Debenture Discount Amount		$ 174,389
Aggregate Carrying Value of Debentures		188,273
Debt Discounts Net		80,827
Amortization of discount on convertible debentures	$ 0	$ (67,363)

6. CONVERTIBLE DEBENTURES (Deta

6. CONVERTIBLE DEBENTURES (Details Narrative) - Quarterly Report - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2015	Dec. 31, 2014
Total Amount of Debentures						$ 269,100
Interest Rate on Debentures						0.00%
Convertible Conversion Per Share, Price						$ 0.1
Warrants Granted Shares	200,000	400,000
Debenture Discount Amount					$ 174,378
Aggregate Carrying Value of Debentures	$ 152,430		$ 152,430			$ 162,084
Debt Discounts Net	56,670		56,670			$ 107,016
Amortization of discount on convertible debentures			$ 50,347	$ 17,681
Converted Amount	$ 20,000	$ 40,000

7. CAPITAL STOCK (Annual) (Deta

7. CAPITAL STOCK (Annual) (Details Narrative) - Annual Report - USD ($)	3 Months Ended	8 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2014	Dec. 31, 2014	Jun. 04, 2014	Mar. 31, 2014	Mar. 18, 2014
Preferred Stock, Par Value	$ 1	$ 1	$ 1	$ 1
Preferred Stock, Shares Authorized	21	21	21	21
Preferred Stock, Shares Issued	0	0	0	0
Preferred Stock, Shares Outstanding	0	0	0	0
Conversion and Voting Rights Ratio			1:1
Common Stock, Shares to be Issued			1,048,000
Stock Options Issued Shares						72.06
Number of Shares Post Conversion			21,954,160
Stock Subscription Receivable						$ 72
Series A Preferred Accrued Dividend			$ (4,358)	$ 4,538
Common Shares Coverted from Preferred			0.513
Common Shares Converted			156,293
Common Stock, Par Value	$ 0.001	$ 0.001	$ 0.001	$ 0.001		$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000	200,000,000	200,000,000		200,000,000	200,000,000
Common Stock, Shares Issued	38,909,000	0	38,909,000	38,909,000		0	36,000,000
Common Stock, Value	$ 38,909	$ 0	$ 38,909	$ 38,909
Common Stock, Shares Outstanding	38,909,000	0	38,909,000	38,909,000		0
Common stock Issued for Cash Shares	1,048,000		2,059,000
Common stock Issued for Cash Value	$ 524,000		$ 205,900
Vincent Keber
Common Stock, Par Value					$ 0.1
Common Stock, Shares Issued					250,000
Common Stock, Value					$ 25,000
Compensation expense Amortized					$ 4,795
Ean Seeb
Common Stock, Par Value					$ 0.1
Common Stock, Shares Issued					250,000
Common Stock, Value					$ 25,000
Compensation expense Amortized					$ 4,795
Sebastian Stant
Common Stock, Par Value					$ 0.1
Common Stock, Shares Issued					250,000
Common Stock, Value					$ 25,000
Compensation expense Amortized					$ 14,384
Jesus Quintero
Common Stock, Par Value					$ 0.1
Common Stock, Shares Issued					100,000
Common Stock, Value					$ 10,000
Compensation expense Amortized					$ 6,685

7. CAPITAL STOCK (Details Narra

7. CAPITAL STOCK (Details Narrative) - Quarterly Report - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Jun. 30, 2015	Sep. 30, 2014	Jun. 04, 2014	Mar. 31, 2014	Mar. 18, 2014
Preferred Stock, Par Value					$ 1
Preferred Stock, Shares Authorized					21
Preferred Stock, Shares Issued					0
Preferred Stock, Shares Outstanding					0
Conversion and Voting Rights Ratio					1:1
Common Stock, Shares to be Issued	607,335	224,000		607,335	1,048,000
Stock Options Issued Shares	1,686,341			1,686,341			72.06
Number of Shares Post Conversion	654,050	400,000			21,954,160
Stock Subscription Receivable		$ 200,000					$ 72
Series A Preferred Accrued Dividend					$ (4,358)
Common Shares Coverted from Preferred					0.513
Common Shares Converted					156,293
Common Stock, Par Value	$ 0.001	$ 0.001	$ 0.001	$ 0.001	$ 0.001		$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000		200,000,000	200,000,000
Common Stock, Shares Issued	44,505,238	40,817,000	38,909,000	44,505,238	38,909,000		0	36,000,000
Common Stock, Value	$ 44,505	$ 40,817	$ 38,909	$ 44,505	$ 38,909
Common Stock, Shares Outstanding	44,505,238	40,817,000	38,909,000	44,505,238	38,909,000		0
Common stock Issued for Cash Shares	960,335	684,000	1,048,000		2,059,000
Common stock Issued for Cash Value	$ 576,200	$ 342,000	$ 524,000		$ 205,900
Stock Issued for Consulting Services, Shares	850,000	430,000
Torrey Hills Capital
Stock Issued for Consulting Services, Shares				75,000
Monthly Compensation				$ 5,000
Caro Capital
Stock Issued for Consulting Services, Shares				200,000
Monthly Compensation				$ 2,000
Demeter Capital
Stock Issued for Consulting Services, Shares				100,000
Vincent Keber
Common Stock, Par Value						$ 0.1
Common Stock, Shares Issued						250,000
Common Stock, Value						$ 25,000
Compensation expense Amortized						$ 2,055
Ean Seeb
Common Stock, Par Value						$ 0.1
Common Stock, Shares Issued						250,000
Common Stock, Value						$ 25,000
Compensation expense Amortized						$ 2,055
Sebastian Stant
Common Stock, Par Value						$ 0.1
Common Stock, Shares Issued						250,000
Common Stock, Value						$ 25,000
Compensation expense Amortized						$ 6,164
Jesus Quintero
Common Stock, Par Value						$ 0.1
Common Stock, Shares Issued						100,000
Common Stock, Value						$ 10,000
Compensation expense Amortized						$ 2,466

8. STOCK WARRANTS - Stock Warra

8. STOCK WARRANTS - Stock Warrants (Annual) (Details) - Annual Report	3 Months Ended	12 Months Ended
	Dec. 31, 2014$ / sharesshares	Dec. 31, 2014$ / sharesshares
Shares Under warrants, Outstanding	524,000	524,000
Remaining Life in Years, Outstanding	3 years
Warrant 4 [Member]
Remaining Life in Years, Outstanding		3 years
Remaining Life in Years, Exercisable		3 years
Warrant 1 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ 0.001	$ 0.001
Shares Under warrants, Outstanding	4,050,000	4,050,000
Remaining Life in Years, Outstanding		3 years
Exercise Price per Share, Exercisable | $ / shares	$ 0.001	$ 0.001
Shares Under warrants, Exercisable	4,050,000	4,050,000
Remaining Life in Years, Exercisable		3 years
Warrant 2 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ 0.1	$ 0.1
Shares Under warrants, Outstanding	2,050,000	2,050,000
Remaining Life in Years, Outstanding		10 years
Exercise Price per Share, Exercisable | $ / shares	$ 0.1	$ 0.1
Shares Under warrants, Exercisable	125,000	125,000
Remaining Life in Years, Exercisable		10 years
Warrant 3 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ 0.4	$ 0.4
Shares Under warrants, Outstanding	4,750,000	4,750,000
Remaining Life in Years, Outstanding		3 years
Exercise Price per Share, Exercisable | $ / shares	$ 0.4	$ 0.4
Shares Under warrants, Exercisable	4,750,000	4,750,000
Remaining Life in Years, Exercisable		3 years
Warrant 4 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ 1	$ 1
Shares Under warrants, Outstanding	524,000	524,000
Exercise Price per Share, Exercisable | $ / shares	$ 1	$ 1
Shares Under warrants, Exercisable	524,000	524,000

8. STOCK WARRANTS (Annual) (Det

8. STOCK WARRANTS (Annual) (Details Narrative) - Annual Report - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2014	Jun. 04, 2014	Mar. 23, 2014
Warrants Issued, Shares	524,000	524,000
Warrants, Exercise Price	$ 1	$ 1
Warrant Expense	$ 259,278	$ 259,278		$ 555,598
Risk-Free Interest	1.00%
Dividend Yield	0.00%
Volatility	150.00%
Expected Life	3 years
Warrant, Fair Market Value	$ 42,650
Vincent Tripp Keber
Warrants Issued, Shares			750,000
Warrants, Exercise Price			$ 0.10
Warrant Expense			$ 73,836
Risk-Free Interest		2.61%
Dividend Yield		0.00%
Volatility		150.00%
Expected Life		10 years
Warrants Amortized		$ 14,160
Vesting Terms		Under the terms of the agreement, 250,000 shares shall begin vesting on October 1, 2014 such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These warrants were issued in exchange for his services on the Company’s Board of Directors for 3 years. The warrants may be exercised any time after the issuance through and including the tenth (10 th
Ean Seeb
Risk-Free Interest		2.61%
Dividend Yield		0.00%
Volatility		150.00%
Expected Life		10 years
Warrants Amortized		$ 14,160
Vesting Terms		Under the terms of the agreement, 250,000 shares shall begin vesting on October 1, 2014 such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These warrants were issued in exchange for his services on the Company’s Board of Directors for 3 years. The warrants may be exercised any time after the issuance through and including the tenth (10 th
Sebastian Stant
Risk-Free Interest		2.61%
Dividend Yield		0.00%
Volatility		150.00%
Expected Life		10 years
Warrants Amortized		$ 31,153
Vesting Terms		Under the terms of the agreement, 250,000 shares shall vest immediately upon the company reaching 250,000 users. An additional 150,000 shares shall vest immediately upon the company reaching 500,000 users. An additional 150,000 shares shall vest immediately upon the company reaching 750,000 users. The warrants were issued in exchange for his services as the Company’s Lead Web Developer for 1 year The warrants may be exercised any time after the issuance through and including the tenth (10 th
Warrant [Member]
Warrants Issued, Shares				4,050,000
Warrants, Exercise Price				$ 0.001
Warrant 2 [Member]
Warrants Issued, Shares				2,375,000
Warrants, Exercise Price				$ 0.4
Warrant 1 and 2 [Member]
Risk-Free Interest		0.75%
Dividend Yield		0.00%
Volatility		150.00%
Expected Life		3 years
Warrant 3 [Member]
Warrants Issued, Shares				1,345,000
Warrants, Exercise Price				$ 0.4
Warrant Expense				$ 269,100
Warrant 4 [Member]
Warrants, Exercise Price				$ 0.4
Warrant Expense				$ 66,712
Risk-Free Interest		0.75%
Dividend Yield		0.00%
Volatility		150.00%
Expected Life		3 years

8. STOCK WARRANTS - Stock War65

8. STOCK WARRANTS - Stock Warrants (Details) - Quarterly Report - $ / shares	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Jun. 30, 2015	Apr. 08, 2015	Feb. 27, 2015
Shares Under warrants, Outstanding	342,000	524,000		50,000	100,000
Remaining Life in Years, Outstanding	3 years	3 years
Warrant 1
Exercise Price per Share, Outstanding			$ 0.001
Shares Under warrants, Outstanding			3,113,659
Remaining Life in Years, Outstanding			2 years
Exercise Price per Share, Exercisable			$ 0.001
Shares Under warrants, Exercisable			3,113,659
Remaining Life in Years, Exercisable			2 years
Warrant 2
Exercise Price per Share, Outstanding			$ 0.4
Shares Under warrants, Outstanding			4,000,000
Remaining Life in Years, Outstanding			2 years
Exercise Price per Share, Exercisable			$ 0.4
Shares Under warrants, Exercisable			4,000,000
Remaining Life in Years, Exercisable			2 years
Warrant 3
Exercise Price per Share, Outstanding			$ 0.5
Shares Under warrants, Outstanding			100,000
Remaining Life in Years, Outstanding			5 years
Exercise Price per Share, Exercisable			$ 0.5
Shares Under warrants, Exercisable			100,000
Remaining Life in Years, Exercisable			5 years
Warrant 4
Exercise Price per Share, Outstanding			$ 0.6
Shares Under warrants, Outstanding			50,000
Remaining Life in Years, Outstanding			5 years
Exercise Price per Share, Exercisable			$ 0.6
Shares Under warrants, Exercisable			50,000
Remaining Life in Years, Exercisable			5 years
Warrant 5
Exercise Price per Share, Outstanding			$ 1
Shares Under warrants, Outstanding			866,000
Remaining Life in Years, Outstanding			3 years
Exercise Price per Share, Exercisable			$ 1
Shares Under warrants, Exercisable			866,000
Remaining Life in Years, Exercisable			3 years

8. STOCK WARRANTS (Details Narr

8. STOCK WARRANTS (Details Narrative) - Quarterly Report - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Dec. 31, 2014	Apr. 08, 2015	Feb. 27, 2015	Mar. 23, 2014
Warrants Issued, Shares	342,000	524,000	524,000	50,000	100,000
Warrants, Exercise Price	$ 1	$ 1	$ 1	$ 0.60	$ 0.50
Warrant Expense		$ 259,278	$ 259,278			$ 555,598
Risk-Free Interest	1.00%	1.00%
Dividend Yield	0.00%	0.00%
Volatility	150.00%	150.00%
Expected Life	3 years	3 years
Warrant, Fair Market Value	$ 125,708	$ 42,650
Warrant [Member]
Warrants Issued, Shares						4,050,000
Warrants, Exercise Price						$ 0.001
Warrant 2 [Member]
Warrants Issued, Shares						2,375,000
Warrants, Exercise Price						$ 0.4
Warrant 1 and 2 [Member]
Risk-Free Interest			0.75%
Dividend Yield			0.00%
Volatility			150.00%
Expected Life			3 years
Warrant 3 [Member]
Warrants Issued, Shares						1,345,000
Warrants, Exercise Price						$ 0.4
Warrant Expense						$ 269,100
Warrant 4 [Member]
Warrants, Exercise Price						$ 0.4
Warrant Expense						$ 66,712
Risk-Free Interest			0.75%
Dividend Yield			0.00%
Volatility			150.00%
Expected Life			3 years

9. EMPLOYEE EQUITY INCENTIVE 67

9. EMPLOYEE EQUITY INCENTIVE PLAN - Employee Stock Option Program (Details) - Quarterly Report - $ / shares	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Jun. 30, 2015	Apr. 08, 2015	Feb. 27, 2015
Shares Under warrants, Outstanding	342,000	524,000		50,000	100,000
Remaining Life in Years, Outstanding	3 years	3 years
Stock Option Plan 1
Exercise Price per Share, Outstanding			$ 0.10
Shares Under warrants, Outstanding			1,750,000
Remaining Life in Years, Outstanding			9 years
Exercise Price per Share, Exercisable			$ 0.10
Shares Under warrants, Exercisable			625,000
Remaining Life in Years, Exercisable			9 years
Stock Option Plan 2
Exercise Price per Share, Outstanding			$ 0.50
Shares Under warrants, Outstanding			1,065,000
Remaining Life in Years, Outstanding			10 years
Exercise Price per Share, Exercisable			$ 0.50
Shares Under warrants, Exercisable			532,584
Remaining Life in Years, Exercisable			10 years
Stock Option Plan 3
Exercise Price per Share, Outstanding			$ 0.60
Shares Under warrants, Outstanding			105,000
Remaining Life in Years, Outstanding			10 years
Exercise Price per Share, Exercisable			$ 0.60
Shares Under warrants, Exercisable			17,498
Remaining Life in Years, Exercisable			10 years

9. EMPLOYEE STOCK OPTION PROGRA

9. EMPLOYEE STOCK OPTION PROGRAM (Details Narrative) - Quarterly Report - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Jun. 30, 2015	Apr. 08, 2015	Feb. 27, 2015	Jun. 04, 2014	Mar. 23, 2014
Warrants Issued, Shares	342,000	524,000		50,000	100,000
Warrants, Exercise Price	$ 1	$ 1		$ 0.60	$ 0.50
Warrant Expense		$ 259,278					$ 555,598
Risk-Free Interest	1.00%	1.00%
Dividend Yield	0.00%	0.00%
Volatility	150.00%	150.00%
Expected Life	3 years	3 years
Warrant, Fair Market Value	$ 125,708	$ 42,650
Stock Options Forfeited	350,000
Stock Options Granted			105,000
Fair Market Value, Options			$ 114,143
Options, Exercise Price			$ 0.60
Vincent Tripp Keber
Warrants Issued, Shares						750,000
Warrants, Exercise Price						$ 0.10
Warrant Expense						$ 73,836
Risk-Free Interest	2.61%
Dividend Yield	0.00%
Volatility	150.00%
Expected Life	10 years
Warrants Amortized	$ 14,160
Vesting Terms	Under the terms of the agreement, 250,000 shares shall begin vesting on October 1, 2014 such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These warrants were issued in exchange for his services on the Company’s Board of Directors for 3 years. The warrants may be exercised any time after the issuance through and including the tenth (10 th
Ean Seeb
Risk-Free Interest	2.61%
Dividend Yield	0.00%
Volatility	150.00%
Expected Life	10 years
Warrants Amortized	$ 14,160
Vesting Terms	Under the terms of the agreement, 250,000 shares shall begin vesting on October 1, 2014 such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall begin vesting the later of: October 1, 2015 or the Company reaching 830,000 users such that 20,833 shares shall vest on the first of every month except for every three months, when 20,834 shares shall vest. An additional 250,000 shares shall vest immediately upon the later of: October 1, 2016 or the Company reaching 1,080,000 users. These warrants were issued in exchange for his services on the Company’s Board of Directors for 3 years. The warrants may be exercised any time after the issuance through and including the tenth (10 th
Sebastian Stant
Risk-Free Interest	2.61%
Dividend Yield	0.00%
Volatility	150.00%
Expected Life	10 years
Warrants Amortized	$ 31,153
Vesting Terms	Under the terms of the agreement, 250,000 shares shall vest immediately upon the company reaching 250,000 users. An additional 150,000 shares shall vest immediately upon the company reaching 500,000 users. An additional 150,000 shares shall vest immediately upon the company reaching 750,000 users. The warrants were issued in exchange for his services as the Company’s Lead Web Developer for 1 year The warrants may be exercised any time after the issuance through and including the tenth (10 th

10. SIGNIFICANT EVENTS (Annua69

10. SIGNIFICANT EVENTS (Annual) (Details Narrative) - Annual Report	12 Months Ended
	Dec. 31, 2014USD ($)
Advertising Fee	$ 20,000
Sebastian Stant
Monthly Compensation	5,000
Sebastian Stant | Compensation Increase [Member]
Monthly Compensation	7,500
Total [Member]
Lease Monthly Payment	3,450
Mass Roots [Member]
Lease Monthly Payment	2,250
Opus Virtual Office [Member]
Lease Monthly Payment	$ 99

11. SUBSEQUENT EVENTS (Annual)

11. SUBSEQUENT EVENTS (Annual) (Details Narrative) - Subsequent Event [Member] - Annual Report	12 Months Ended
	Dec. 31, 2014USD ($)$ / sharesshares
Service Retainer | shares	200,000
Commission Details	(a) an aggregate cash fee equal to four percent (4%) of the gross proceeds received from the sale of the Stock; and (b) an aggregate restricted stock fee equal to eight percent (8.0%) of the aggregate number of shares of Stock sold in the offering.
Shares Forfeited | shares	350,000
Sale of Stock, Value	$ 448,000
Sale of Stock, Shares | shares	896,000
Sale of Stock, Price per share | $ / shares	$ 0.50
Tyler Knight [Member]
Monthly Compensation	$ 5,000
Alan Janis [Member]
Monthly Compensation	10,833
Isaac Dietrich [Member]
Monthly Compensation	7,500
Hyler Fortier [Member]
Monthly Compensation	$ 5,000

11. SIGNIFICANT EVENTS (Details

11. SIGNIFICANT EVENTS (Details Narrative) - Quarterly Report - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2015	Apr. 17, 2015	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2015
Restricted Share Offering, Shares	606,669	960,933
Restricted Share Offering, Value	$ 455,000	$ 576,200
Restricted Share Offering Commission, Shares		20,000
Restircted Share Offering Commission, Value		$ 262,560
Stock Issued for Consulting Services, Shares			850,000	430,000
Daniel Hunt
Annual Compensation				$ 78,000
Offering 1
Warrants Exercised, Proceeds Received			$ 300,000
Offering 2
Warrants Exercised, Proceeds Received			$ 936
Torrey Hills Capital
Stock Issued for Consulting Services, Shares					75,000
Monthly Compensation					$ 5,000
Caro Capital
Stock Issued for Consulting Services, Shares					200,000
Monthly Compensation					$ 2,000
Demeter Capital
Stock Issued for Consulting Services, Shares					100,000
Conversion of Debenture
Common Stock, Shares Issued			200,000
Common Stock, Shares Issued, Value			$ 20,000
Investors Round 1
Common Stock, Shares Issued			224,000
Investors Round 2
Common Stock, Shares Issued			960,337
Chardan Capital
Common Stock, Shares Issued			262,650
Warrants Round 1
Common Stock, Shares Issued			936,341
Warrants Round 2
Common Stock, Shares Issued			600,000

12. SUBSEQUENT EVENTS (Details

12. SUBSEQUENT EVENTS (Details Narrative) - Quarterly Report - USD ($)	1 Months Ended		6 Months Ended
	Jun. 30, 2015	Apr. 17, 2015	Jun. 30, 2015
Restricted Share Offering, Shares	606,669	960,933
Restricted Share Offering, Value	$ 455,000	$ 576,200
Restricted Share Offering Commission, Shares		20,000
Restircted Share Offering Commission, Value		$ 262,560
Subsequent Event [Member]
Restricted Share Offering, Shares			834,004
Restricted Share Offering, Value			$ 610,502
Restricted Share Offering Commission, Shares			76,560
Restircted Share Offering Commission, Value			$ 27,200