Greenwave Technology Solutions (GWAV) S-1 11 Apr 16 2015 FY IPO registration Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 30, 2016	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	Dec. 31, 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?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 18,862,120
Entity Common Stock, Shares Outstanding		47,766,466
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash	$ 386,316	$ 141,928
Other receivables	39,500	11,201
Prepaid expense	12,938	130,797
TOTAL CURRENT ASSETS	438,754	283,926
Property and equipment - net	73,023	14,162
OTHER ASSETS
Deposits	175,000	0
Prepaid Expense	33,502	68,441
Total Other Assets	208,502	68,441
TOTAL ASSETS	720,279	366,529
CURRENT LIABILITIES
Accounts Payable	110,087	25,842
Accrued expenses	84,355	25,695
Derivative Liabilities	0	1,099,707
Total current liabilities	194,442	1,151,244
LONG-TERM LIABILITY
Convertible debentures, net of $0 and $107,016 discount, respectively	209,100	162,084
Total Liabilities	403,542	1,313,328
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001par value, 200,000,000 shares authorized; 49,939,966 and 38,909,000 shares issued and outstanding	46,940	38,909
Common stock to be issued, 624,000 and 1,048,00 shares, respectively	5,574	1,048
Additional paid in capital	12,096,744	2,372,867
Accumulated deficit	(11,832,521)	(3,359,623)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	316,737	(946,799)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 720,279	$ 366,529

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Convertible Debenture Discount	$ 0	$ 107,016
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares Issued	46,939,966	38,909,000
Common Stock, Shares Outstanding	46,939,966	38,909,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Statements Of Operations
REVENUES	$ 213,963	$ 9,030
OPERATING EXPENSES
Advertising	717,773	180,776
Cost of sales	57,611	690
Payroll and related expense	1,381,071	262,653
Common stock issued for services	1,219,904	30,658
Options issued for services	1,273,393	59,473
Warrants issued for services	229,365	555,598
Other general and expenses	1,459,946	526,405
Total Operating expenses	6,339,063	1,616,253
(LOSS) FROM OPERATIONS	(6,125,100)	(1,607,223)
OTHER (EXPENSE)
Change in Derivative Liabilities	(2,236,401)	(753,240)
Interest expense	(4,381)	(8,316)
Amortization of discount on notes payable	(107,016)	(67,363)
Total Other (expense)	(2,347,798)	(828,919)
(LOSS) BEFORE INCOME TAXES	(8,472,898)	(2,436,142)
PROVISION FOR INCOME TAXES	0	0
NET (LOSS)	$ (8,472,898)	$ (2,436,142)
Basic and fully diluted net (loss) per common share:	$ (0.19)	$ (0.17)
Weighted average common shares outstanding	43,834,157	14,375,222

Shareholders Equity (Deficit)

Shareholders Equity (Deficit) - USD ($)	Common Stock	Common Stock to be Issued	Additional Paid-In Capital	Accumulated	Total
Beginning Balance, Shares at Dec. 31, 2013		13,889,677
Beginning Balance, Amount at Dec. 31, 2013		$ 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
Common stock issued for cash, Shares	2,059,000	1,048,000
Common stock issued for cash, Amount	$ 2,059	$ 1,048	467,515		470,622
Common stock issued for services, Shares	850,000
Common 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)			0
Option issued for services			201,818		201,818
Fair value of warrants issued for services			555,598		555,598
Imputed interest			8,316		8,316
Net Loss				(2,436,142)	(2,436,142)
Ending Balance, Shares at Dec. 31, 2014	38,909,000	1,048,000
Ending Balance, Amount at Dec. 31, 2014	$ 38,909	$ 1,048	2,372,867	(3,359,623)	(946,799)
Common stock issued, Shares	1,048,000	(1,048,000)
Common stock issued, Amount	$ 1,048	$ (1,048)
Common stock cancelled in consideration for warrants, Shares	(1,000,000)
Common stock cancelled in consideration for warrants, Amount	$ (1,000)		1,000
Common stock issued for cash, Shares	3,966,509	34,000
Common stock issued for cash, Amount	$ 3,967	$ 34	3,071,576		3,071,576
Common stock issued upon exercise of warrants for cash, Shares	2,426,341
Common stock issued upon exercise of warrants for cash, Amount	$ 2,426		534,660		537,086
Common shares issued upon cashless exercise of warrants, Shares	41,995
Common shares issued upon cashless exercise of warrants, Amount	$ 42		(42)
Common stock issued for services, Shares	948,120	540,000
Common stock issued for services, Amount	$ 948	$ 540	1,218,416		1,219,904
Stock based compensation related to stock options			1,273,393		1,273,393
Common stock to be issued from exercise of options, Shares		50,000
Common stock to be issued from exercise of options, Amount		$ 5,000			5,000
Fair value of warrants issued for services			229,365		229,365
Common stock issued upon conversion of debentures, Shares	600,000
Common stock issued upon conversion of debentures, Amount	$ 600		59,400		60,000
Reclassification of derivative liabilities to equity			3,336,109		3,336,109
Imputed interest					4,381
Net Loss				(8,472,898)	(8,472,898)
Ending Balance, Shares at Dec. 31, 2015	46,939,965	624,000
Ending Balance, Amount at Dec. 31, 2015	$ 46,940	$ 5,574	$ 12,096,744	$ (11,832,521)	$ 316,737

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (8,472,898)	$ (2,436,142)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Amortization of discount on notes payable	107,016	67,363
Depreciation	10,174	1,799
Common stock issued for services	1,219,904	30,658
Options issued for services	1,273,393	59,473
Warrants issued for services	229,365	555,598
Change in derivative liabilities	2,236,401	753,240
Imputed Interest expense	4,381	8,316
Changes in operating assets and liabilities
Other receivables	(28,299)	(11,201)
Prepaid expense	209,370	0
Deposit	(30,953)	(2,550)
Accounts payable and other liabilities	112,906	50,490
Net Cash (Used in) Operating Activities	(3,129,240)	(922,956)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for equipment	(69,035)	(14,667)
Investment in Flowhub	(175,000)	0
Net Cash (Used in) Investing Activities	(244,035)	(14,667)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of convertible debentures for cash	0	269,100
Issuance of common stock for cash, net of offering cost and warrants	3,075,577	729,900
Proceeds from exercise of options and warrants	542,086	72
Net Cash Provided by Financing Activities	3,617,663	999,072
NET INCREASE IN CASH	244,388	61,449
CASH AT BEGINNING OF PERIOD	141,928	80,479
CASH AT END OF YEAR	386,316	141,928
NON-CASH FINANCING ACTIVITIES
Common stock issued for services	60,000	0
Reclassification of derivative liabilities of equity	3,336,109	0
Common stock issued for services	0	54,342
Options issued for services	0	142,345
Preferred stock dividend	0	4,538
Imputed interest - APIC	$ 4,381	$ 8,316

1. SUMMARY OF SIGNIFICANT ACCOU

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES MassRoots, Inc. (the “Company”) is a technology platform for the cannabis industry focused on enabling users to share their cannabis content, follow their favorite dispensaries, and stay connected with the legalization movement. The Company was incorporated in the State of Delaware on April 26, 2013. During 2015, the Company increased its userbase from approximately 200,000 to 720,000 users. In August 2015, the Company began monetizing its platform through advertising sales to dispensaries and cannabis brands. Its secondary source of income is merchandise sales which primarily includes MassRoots’ t-shirts, jars and stickers. 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. Significant estimates include revenue recognition, fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. 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. Accounts Receivable and Allowance for Doubtful Accounts The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. As of December 31, 2015 and 2014, based upon the review of the outstanding accounts receivable, the Company has determined that an allowance for doubtful accounts is not required Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. 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: persuasive evidence of an arrangement exists, the services have been rendered and all required milestones achieved, the sales price is fixed or determinable, and 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 Revenues The Company’s main cost of revenues originates from its merchandise store, where often times the Company realizes low profit margins and is not the main focus of the Company. 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. 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. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Fair Value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. 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. Advertising, Marketing and Public Relations The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. Such costs were $717,773 and $180,776 for the years ended December 31, 2015 and 2014, respectively. Research and development costs The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $0 and $0 for the years ended December 31, 2015 and 2014, respectively. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. Net Income (loss) Per Common Share The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of December 31, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: 2015 2014 Common stock issuable upon conversion of convertible debentures 2,091,000 2,691,000 Options to purchase common stock 5,425,000 2,050,000 Warrants to purchase common stock 9,018,609 9,324,000 Totals 16,534,609 13,975,000 Cost Method Investment During the year ended December 31, 2015, the Company made an investment in a private company, Flowhub, and has accounted for this investment under the cost method Reclassification Certain reclassifications have been made to the prior years’ data to conform to the current year presentation. These reclassifications had no effect on reported income (losses). Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). This ASU provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry specific guidance. The standard’s core principle is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers" (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Company’s financial statements. There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

2. GOING CONCERN AND UNCERTAINT

2. GOING CONCERN AND UNCERTAINTY	12 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
2. GOING CONCERN AND UNCERTAINTY	NOTE 2 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 for a reasonable period of time. 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 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 should the Company be unable to continue as a going concern.

3. PROPERTY AND EQUIPMENT

3. PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
3. PROPERTY AND EQUIPMENT	NOTE 3 PROPERTY AND EQUIPMENT Fixed assets were comprised of the following as of December 31, 2015 and 2014: 2015 2014 Computers $ 58,121 $ 12,134 Office equipment 27,083 4,055 Total 85,224 16,189 Less: Accumulated depreciation 12,201 2,027 Property and equipment, net $ 73,023 $ 14,162 Depreciation expense for the years ended December 31, 2015 and 2014 were $10,174 and $1,799, respectively.

4. CONVERTIBLE DEBENTURES

4. CONVERTIBLE DEBENTURES	12 Months Ended
	Dec. 31, 2015
Debt Disclosure [Abstract]
4. CONVERTIBLE DEBENTURES	NOTE 4 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 originally matured 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. Subsequent to the close of the year, the debentures were amended to extend the maturity date to March 24, 2018. 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. 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. During the years ended December 31, 2015 and 2014, the Company recorded amortization expense related to debt discount of $107,016 and 67,363, respectively. As of December 31, 2015, the aggregate carrying value of the debentures was $209,100 net of debt discounts of $0, while as of December 31, 2014, the aggregate carrying value of the debentures was $162,084 net of debt discounts of $107,016. 2015 2014 Principal balance $ 269,100 $ 209,100 Accumulated amortization (-) (107,016 ) Convertible debentures, net $ 269,100 $ 162,084

5. DERIVATIVE LIABILITIES AND F

5. DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
5. DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS	NOTE 5 DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS The Company identified conversion features embedded within convertible debt and warrants outstanding for the year ending December 31, 2015. The Company has determined that the features associated with the embedded conversion option and exercise prices, in the form a ratchet provisions, 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 third quarter of 2015, the Company and the convertible debt note and warrant holders agreed to amend terms of the agreements to remove the ratchet provisions. Accordingly, the Company reclassified the derivative liability to equity classification resulting in an increase to additional paid in capital by $3,336,109. During the fourth quarter of 2015, the Company and the holders of warrants previously issued as part of our offering from September 2014 to March 2015 with an exercise price of $1.00 per share and all other warrants agreed to amend the warrants to remove the ratchet provision in exchange for a warrant for an additional 20% of their original warrant shares at $1.06 per share . This reduced the Company’s derivative liability by $1,155,199 and increased additional paid in capital by $761,426. The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”). ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. All items required to be recorded or measured on a recurring basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed are that of volatility and market price of the underlying common stock of the Company. As of December 31, 2015 and 2014, the Company did not have any derivative instruments that were designated as hedges. The derivative liability as of December 31, 2014, in the amount of $1,099,708 has a level 3 classification. At December 31, 2015, the Company did not have any level 3 classifications. The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of two years ended December 31, 2015: Balance, December 31, 2013 $ - Transfers in of Level 3 346,467 Mark-to-market – loss on change in fair value of derivative liability - 2014 753,241 Balance, December 31, 2014 $ 1,099,708 Mark-to-market – loss on change in fair value of derivative liability -2015 2,236,401 Transfers out of Level 3 (3,336,109 ) Balance, December 31, 2015 $ - Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price decreases for each of the related derivative instruments, the value to the holder of the instrument generally decreases, therefore decreasing the liability on the Company’s consolidated balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurement. A 10% change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value. The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions during the two years ended December 31, 2015: Commitment Date Premeasurement Dates Expected dividends 0% 0% Expected volatility 150% 75% - 150% Expected term 3-5 years 1.83 – 4.70 years Risk free interest rate 0.75% - 1.1% 0.89% - 1.37%

6. CAPITAL STOCK

6. CAPITAL STOCK	12 Months Ended
	Dec. 31, 2015
Equity [Abstract]
6. CAPITAL STOCK	NOTE 6 CAPITAL STOCK The following is a summary of the capital stock transactions incurred during the years ended December 31, 2015 and 2014: 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 $8,220 was amortized for the 12 months ended December 31, 2015. 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 $8,220 was amortized for the 12 months ended December 31, 2015. 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 $21,232 was amortized for the 12 months ended December 31, 2015. 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 $6,630 was amortized for the 12 months ended December 31, 2015. From September 15, 2014 to March 11, 2015, we completed an offering of $861,000 of our securities to certain accredited and non-accredited investors consisting of 1,722,000 shares of our common stock at $0.50 per share. As of December 31, 2015, 1,732,000 shares of common stock had been issued, of which 10,000 shares were improperly issued and were booked as shares to be rescinded. From January to April 2015, two holders of convertible debentures converted $60,000 of principal into 600,000 shares of common stock. In April 2015, MassRoots, Inc. issued 960,337 shares of the Company’s common stock to certain accredited and unaccredited investors, pursuant to which, the Company received gross proceeds of $576,200. The Company terminated this offering as of April 17, 2015. The Company compensated Chardan Capital Markets, LLC $20,000 cash and 262,560 shares of common stock as commission for this placement. On April 28, 2015, the Company entered into a consulting agreement with Torrey Hills Capital. Under the terms of the agreement, Torrey Hills Capital was issued 75,000 shares of common stock 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 was issued 200,000 shares of common stock 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 was issued 100,000 shares of common stock for consulting services. From June to July 2015, MassRoots issued 1,540,672 shares of unregistered common stock to certain accredited investors for gross proceeds of $1,140,502. In connection with this offering, Chardan Capital received $27,200 in cash and 80,560 shares of the Company’s common stock as commission for this placement. On November 9, 2015, MassRoots sold 815,500 shares of common stock, with warrants to purchase 407,475 shares of common stock, in a registered offering to certain unaccredited and accredited investors for gross proceeds of $ 1,019,375 to the Company During the year ended December 31, 2015, the Company issued 1,340,000 shares of common stock for the exercise of $0.40 warrants; 1,086,341 shares of common stock for the exercise of $0.001 warrants; and 41,995 shares of common stock for the cashless exercise of $1.00 warrants. During the year ended December 31, 2015, the Company issued 230,000 shares to 6 employees and consultants under the Company’s 2014 Employee Stock Option Program. During the same time period, the Company granted 540,000 shares to 10 employees and consultants under the Company’s 2015 Employee Stock Option Program. As of December 31, 2015, none of the share issuances under the Company’s 2015 Employee Stock Option Program had been made and 540,000 shares were recorded as to be issued. In October 2015, the holder of 50,000 options at $0.10 per share exercised their right to purchase for $5,000. These shares were recorded as to be issued as of December 31, 2015. T The Company is currently authorized to issue 200,000,000 shares of its common stock at $0.001 par value per share. As of December 31, 2015 and 2014, there were 46,939,965 and 38,909,000 shares of common stock issued and outstanding and 624,000 and 1,048,000 shares of common stock to be issued, respectively.

7. STOCK WARRANTS

7. STOCK WARRANTS	12 Months Ended
	Dec. 31, 2015
Summary of Investments, Other than Investments in Related Parties [Abstract]
7. STOCK WARRANTS	NOTE 7 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 $0.40 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 From September 2014 to March 31, 2015, in connection to the sale of 1,722,000 shares of common stock, the Company granted to the same investors three−year warrants to purchase an aggregate of 861,000 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 issued warrants for a nominal amount to purchase 100,000 shares of common stock at $0.50 per share to certain service providers, valued at $43,704. 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, valued at $51,378. In July 2015, a shareholder retired 1,000,000 shares of registered common stock in exchange for 1,000,000 warrants exercisable at $0.001 per share for a period of three (3) years. On July 30, 2015, the Company issued warrants to purchase 175,000 shares of common stock at $0.90 per share to certain service providers, valued at $100,340. On November 9, 2015, in connection to the sale of 815,500 shares of our common stock, the Company granted to the same investors three−year warrants to purchase an aggregate of 407,475 shares of the Company’s common stock at $3.00 per share. The warrants may be exercised any time after the issuance through and including the third (3 rd In December 2015, MassRoots issued 146,200 three year warrants with an exercise price of $1.06 to our holders of outstanding warrants issued in conjunction with our September 15, 2014 to March 11, 2015 offering. These warrants were issued in exchange for the holder agreeing to waive certain provisions providing price protection of the warrant received in the September 15, 2014 to March 11, 2015 offering. During the year ended December 31, 2015, warrants to purchase 1,340,000 shares of common stock at $0.40 per share were exercised for gross proceeds to the Company of $536,000. Over the same time period, warrants to purchase 1,086,341 shares of common stock at $0.001 per share were exercised for gross proceeds to the Company of $1,086. In October 2015, a shareholder exercised 100,000 warrants to purchase shares of common stock at $1 per share through the warrant’s cashless provision pursuant to which he was issued 41,995 shares of common stock at $1.00 per share for no gross proceeds to the Company. Stock warrants outstanding and exercisable on December 31, 2015 are as follows: Warrants Outstanding Warrants Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 0.001 3,963,659 1.6 3,963,659 0.40 3,415,275 1.3 3,415,275 0.50 100,000 4.2 100,000 0.60 50,000 4.4 50,000 0.90 175,000 4.6 175,000 1.00 761,000 2.0 761,000 1.06 146,200 3.0 146,200 3.00 407,475 2.8 407,475 9,018,609 1.70 9,018,609 A summary of the warrant activity for the years ended December 31, 2015 and 2014 is as follows: Weighted-Average Weighted-Average Remaining Shares Exercise Price Contractual Term Outstanding at January 1, 2014 0 $ - - Grants 9,324,000 $ 0.26 5.0 Exercised - - - Canceled - - - Outstanding at December 31, 2014 9,324,000 $ 0.26 4.26 Grants 2,220,950 0.11 5.0 Exercised (2,526,341 ) 0.25 1.3 Canceled - - - Outstanding at December 31, 2015 9,018,609 $ 0.42 2.26 Exercisable at December 31, 2015 9,018,609 $ 0.42 2.26 The aggregate intrinsic value of outstanding stock warrants was $6,866,259. The total pretax intrinsic value, based on warrants with an exercise price less than the Company’s stock price of $1.10 as of December 31, 2015, which would have been received by the warrant holders had those warrant holders exercised their warrants as of that date.

8. EMPLOYEE EQUITY INCENTIVE PL

8. EMPLOYEE EQUITY INCENTIVE PLAN	12 Months Ended
	Dec. 31, 2015
Employee Equity Incentive Plan
8. EMPLOYEE EQUITY INCENTIVE PLAN	NOTE 8 EMPLOYEE EQUITY INCENTIVE PLANS 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 $0.60 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. In December 2015, our shareholders approved our 2015 Equity Incentive Plan (“2015 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 4.5 million shares of common stock are reserved for issuance under our 2015 Plan. On December 10, 2015, the Company granted options to purchase 1,955,000 shares at $0.90 per share to 28 employees and consultants of the Company under the 2015 Plan, with most vesting monthly over the course of one year. The fair market value of the options is $1,759,500. On December 14, 2015, the Company granted options to purchase 800,000 shares at $1.00 per share to Daniel Hunt, our Chief Operating Officer, under the 2015 Plan, with 200,000 shares vesting upon the completion of each milestone: the Company reaching 1,000,000 registered users, the Company reaching 2,500,000 registered users, the Company reaching $1,000,000 in revenue since inception, and the Company reaching $2,500,000 in revenue since inception. The fair market value of the options is $800,000. In October 2015, a holder of 50,000 options at $0.10 per share exercised their right to purchase for $5,000. These shares were recorded as to be issued as of December 31, 2015. No other stock options have been issued or exercised during the year ended December 31, 2015. The following table presents information related to stock options at December 31, 2015: Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.10 1,500,000 8.6 500,000 0.50 1,065,000 9.0 964,981 0.60 105,000 9.3 67,940 0.90 1,955,000 9.9 585,000 1.00 800,000 9.9 0 5,425,000 9.3 2,117,921 A summary of the stock option activity and related information for the 2015 Plan for the years ended December 31, 2015 and 2014 is as follows: Weighted-Average Weighted-Average Remaining Shares Exercise Price Contractual Term Outstanding at January 1, 2014 0 $ - - Grants 2,050,000 0.1 9.6 Exercised - - - Canceled - $ - Outstanding at December 31, 2014 2,050,000 $ 0.1 9.6 Grants 3,925,000 0.80 9.9 Exercised (250,000 ) 0.1 9.3 Canceled (300,000) 0.1 8.6 Outstanding at December 31, 2015 5,425,000 $ 0.59 9.3 Exercisable at December 31, 2015 2,117,921 $ 0.52 9.1 The aggregate intrinsic value of outstanding stock options was $6,044,500, based on options with an exercise price less than the Company’s stock price of $1.10 as of December 31, 2015, which would have been received by the option holders had those option holders exercised their options as of that date. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees. The fair value of the granted options for the year ended December 31, 2015 was determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: -0- % Volatility 119.43% to 129.88 % Risk free rate: 0.48% to 2.53 % Expected life: 7 to 10 years Estimated fair value of the Company’s common stock $ $2.21 to $2.50 Estimated forfeiture rate 0 %

9. COMMITMENTS AND CONTINCENCIE

9. COMMITMENTS AND CONTINCENCIES	12 Months Ended
	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
9. COMMITMENTS AND CONTINGENCIES	NOTE 9 COMMITMENTS AND CONTINGENCIES Operating leases The Company amended this lease in January 2016 to include Suite 203, also located at 1624 Market Street in Denver, CO 80202, which allows us to expand our headquarters by an additional 1,508 square feet of office space. For this expansion (and in addition to the rent paid under the 201 Lease), we will pay $0 until May 30, 2016, $3,644 for each month from June 1, 2016 to May 30, 2017, $3,770 for each month from June 1, 2017 to May 30, 2018, and $3,896 for each month from June 1, 2018 to November 30, 2018. Future minimum lease payments under these two agreements are as follows: Year Ending December 31, 2016 $ 127,032 2017 149,395 2018 139,904 $ 416,338 Rent expense charged to operations, which differs from rent paid due to rent credits and to increasing amounts of base rent, is calculated by allocating total rental payments on a straight-line basis over the term of the lease. During the years ended December 31, 2015 and 2014, rent expense was $64,438 and $14,699, respectively and as of December 31, 2015 and 2014.

10. INCOME TAXES

10. INCOME TAXES	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
10. INCOME TAXES	NOTE 10 INCOME TAXES At December 31, 2015, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $6 million, expiring in the year 2035, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to possible significant changes in the Company's ownership, the future use of its existing net operating losses may be limited. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. During the year ended December 31, 2015, the Company has increased the valuation allowance from $1,024,000 to $2,374,000. We have adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax position that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. The Company’s deferred taxes as of December 31, 2015 and 2014 consist of the following: 2015 2014 Non-Current deferred tax asset: Net operating loss carry-forwards $ 2,374,000 $ 1,024,000 Valuation allowance (2,374,000 ) (1,024,000 ) Net non-current deferred tax asset $ - $ -

11. SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
11. SUBSEQUENT EVENTS	NOTE 11 SUBSEQUENT EVENTS From January 1 to March 30, 2016, the Company issued 574,000 of the 624,000 shares to be issued as of December 31, 2015. Over the same time period, the Company issued 135,000 shares for services to be rendered in 2016, 7,500 shares for warrant exercises in 2016, and 10,000 shares for option exercises in 2016. In February 2016, MassRoots issued to a service provider a 12 month convertible debentures at 15% interest with a principal amount of $35,000 along with 35,000 3-year warrants to purchase shares common stock at $1.00 per share The convertible debentures are payable at maturity, and convertible at the investor’s determination at a price equal to 90% of the price of a subsequent public underwritten offering if one occurs over $5 million, or, if no subsequent offering occurs, at $0.75 per share. On March 24, 2016, the Company entered into an agreement with Santino Walter Productions, LLC ("SWP") in which the Company purchased a Senior Secured Promissory Note ("Note”) with a principle amount of $156,000 for a purchase price of $130,000. The funds are solely to be used by SWP for costs related to the Denver Annual 420 Rally ("420 Rally"). The Note matures in 60 days and is secured against all assets of SWP. The Company also entered into License and Letter Agreements with SWP pursuant to which MassRoots will earn a 50% licensing fee on all ticket sales and sponsorship sales, along with 15% of all booth sales, of the 420 Rally. MassRoots is obligated to provide the ticketing system and cover all activation costs related to the tickets. The first $130,000 in revenue received related to the 420 Rally will to be used to cover the remaining costs of talent for the event; the next $156,000 in revenue will be used to repay the Note. All proceeds from ticket sales and sponsorships will be held by MassRoots initially; after payment of the Note, and all fees earned by MassRoots under the agreement, the remaining proceeds will then be distributed to SWP. All talent booked by SWP for the 420 Rally will be required to create a MassRoots profile, which can be waived at the Company's sole discretion. The Company also retains the right to participate in a materially similar transaction related to the 420 Rally every year through 2020. On March 17, 2016, the Company sold to investors six (6) month secured convertible original issue discount notes with principal amount in the aggregate of $1,514,667, together with five year warrants to purchase an amount of shares of the Company’s common stock equal to the number of shares of common stock issuable upon the conversion of the notes in full and having an exercise price of $1.00 per share. If the Company exercises its right to prepay the note, the Company shall make payment to the investor of an amount in cash equal to the sum of the then outstanding principal amount of the note that it desires to prepay, multiplied by (a) 1.2, during the first ninety (90) days after the execution of this Note, or (b) 1.35, at any point thereafter. The notes are convertible into shares of the Company’s common stock at a price per share equal to the lower of (i) one dollar ($1.00), and (ii) a 25% discount to the price at which the Company next conducts an offering after the issuance date of the note; provided, however, if any part of the principal amount of the note remains unpaid at its maturity date , the conversion price will be equal to 65% of the average of the three trading days with the lowest daily weighted average prices of the Company’s common stock occurring during the fifteen days prior to the notes’ maturity date. The notes require that any net proceeds received subsequent offerings made by the Company first be used to repay the notes’ outstanding principal amount. If the note is not repaid by the maturity date, the investors will receive, in aggregate, but calculated pro rata to the principal amounts remaining outstanding at the time of maturity, up to five hundred thousand (500,000) shares of the Company’s common stock. Gross proceeds received by the Company for the notes and warrants in this Offering was $1,420,000, while net proceeds were $1,271,600 (excluding any legal fees). On March 7, 2016, the Company entered into an agreement with all holders of the Company’s debentures issued in its March 2014 Offering to extend the maturity date to March 24, 2018.

1. SUMMARY OF SIGNIFICANT ACC18

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
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. Significant estimates include revenue recognition, fair value of the Company’s stock, stock-based compensation, fair values relating to warrant and other derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
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.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts The Company monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information. The allowance for doubtful accounts is estimated based on an assessment of the Company’s ability to collect on customer accounts receivable. There is judgment involved with estimating the allowance for doubtful accounts and if the financial condition of the Company’s customers were to deteriorate, resulting in their inability to make the required payments, the Company may be required to record additional allowances or charges against revenues. The Company writes-off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues its collection. As of December 31, 2015 and 2014, based upon the review of the outstanding accounts receivable, the Company has determined that an allowance for doubtful accounts is not required
Property and Equipment	Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives of 3 to 5 years. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.
Revenue Recognition	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: persuasive evidence of an arrangement exists, the services have been rendered and all required milestones achieved, the sales price is fixed or determinable, and 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 Revenues	Cost of Revenues The Company’s main cost of revenues originates from its merchandise store, where often times the Company realizes low profit margins and is not the main focus of the Company.
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.
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.
Stock Based Compensation	Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.
Fair Value for Financial Instruments	Fair Value of Financial Instruments Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.
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.
Advertising Marketing and Public Relations	Advertising, Marketing and Public Relations The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. Such costs were $717,773 and $180,776 for the years ended December 31, 2015 and 2014, respectively.
Research and development costs	Research and development costs The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $0 and $0 for the years ended December 31, 2015 and 2014, respectively.
Income Taxes	Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial.
Net Income (loss) Per Common Share	Net Income (loss) Per Common Share The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share as of December 31, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share are as follows: 2015 2014 Common stock issuable upon conversion of convertible debentures 2,091,000 2,691,000 Options to purchase common stock 5,495,000 2,050,000 Warrants to purchase common stock 8,900,834 9,324,000 Totals 16,486,834 13,975,000
Cost Method Investment	Cost Method Investment During the year ended December 31, 2015, the Company made an investment in a private company, Flowhub, and has accounted for this investment under the cost method
Reclassification	Reclassification Certain reclassifications have been made to the prior years’ data to conform to the current year presentation. These reclassifications had no effect on reported income (losses).
Recent Accounting Pronouncements	Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). This ASU provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry specific guidance. The standard’s core principle is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers" (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Company’s financial statements. There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

1. SUMMARY OF SIGNIFICANT ACC19

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies Tables
Net Income (loss) Per Common Share	2015 2014 Common stock issuable upon conversion of convertible debentures 2,091,000 2,691,000 Options to purchase common stock 5,495,000 2,050,000 Warrants to purchase common stock 8,900,834 9,324,000 Totals 16,486,834 13,975,000

3. PROPERTY AND EQUIPMENT (Tabl

3. PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	2015 2014 Computers $ 58,121 $ 12,134 Office equipment 27,083 4,055 Total 85,224 16,189 Less: Accumulated depreciation 12,201 2,027 Property and equipment, net $ 73,023 $ 14,162

4. CONVERTIBLE DEBENTURES (Tabl

4. CONVERTIBLE DEBENTURES (Tables)	12 Months Ended
	Dec. 31, 2015
Convertible Debentures Tables
Convertible Debentures	2015 2014 Principal balance $ 269,100 $ 209,100 Accumulated amortization (-) (107,016 ) Convertible debentures, net $ 269,100 $ 162,084

5. DERIVATIVE LIABILITIES AND22

5. DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Fair value of financial liabilities	Balance, December 31, 2013 $ — Transfers in of Level 3 346,467 Mark-to-market – loss on change in fair value of derivative liability - 2014 753,241 Balance, December 31, 2014 $ 1,099,708 Mark-to-market – loss on change in fair value of derivative liability -2015 2,236,401 Transfers out of Level 3 (3,336,109 ) Balance, December 31, 2015 $ —
Derivative Liabilities Assumptions Used	Commitment Date Premeasurement Dates Expected dividends 0% 0% Expected volatility 150% 75% - 150% Expected term 3-5 years 1.83 – 4.70 years Risk free interest rate 0.75% - 1.1% 0.89% - 1.37%

7. STOCK WARRANTS (Tables)

7. STOCK WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2015
Summary of Investments, Other than Investments in Related Parties [Abstract]
Stock Warrants	Warrants Outstanding Warrants Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 0.001 3,963,659 1.6 3,963,659 0.40 3,415,275 1.3 3,415,275 0.50 100,000 4.2 100,000 0.60 50,000 4.4 50,000 0.90 175,000 4.6 175,000 1.00 761,000 2.0 761,000 1.06 146,200 3.0 146,200 3.00 407,475 2.8 407,475 9,018,609 1.70 9,018,609
Strock warrant activity	Weighted-Average Weighted-Average Remaining Shares Exercise Price Contractual Term Outstanding at January 1, 2014 0 $ - - Grants 9,324,000 $ 0.26 5.0 Exercised - - - Canceled - - - Outstanding at December 31, 2014 9,324,000 $ 0.26 4.26 Grants 2,220,950 0.11 5.0 Exercised (2,526,341 ) 0.25 1.3 Canceled - - - Outstanding at December 31, 2015 9,018,609 $ 0.42 2.26 Exercisable at December 31, 2015 9,018,609 $ 0.42 2.26

8. EMPLOYEE EQUITY INCENTIVE 24

8. EMPLOYEE EQUITY INCENTIVE PLAN (Tables)	12 Months Ended
	Dec. 31, 2015
Employee Equity Incentive Plan Tables
Employee Equity Incentive Plan	Options Outstanding Options Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.10 1,500,000 8.6 500,000 0.50 1,065,000 9.0 964,981 0.60 105,000 9.3 67,940 0.90 1,955,000 9.9 585,000 1.00 800,000 9.9 0 5,425,000 9.3 2,117,921
Employee stock option activity	Weighted-Average Weighted-Average Remaining Shares Exercise Price Contractual Term Outstanding at January 1, 2014 0 $ - - Grants 2,050,000 0.1 9.6 Exercised - - - Canceled - $ - Outstanding at December 31, 2014 2,050,000 $ 0.1 9.6 Grants 3,925,000 0.80 9.9 Exercised (250,000 ) 0.1 9.3 Canceled (300,000) 0.1 8.6 Outstanding at December 31, 2015 5,425,000 $ 0.59 9.3 Exercisable at December 31, 2015 2,117,921 $ 0.52 9.1
Fair value of granted options	Dividend yield: -0- % Volatility 119.43% to 129.88 % Risk free rate: 0.48% to 2.53 % Expected life: 7 to 10 years Estimated fair value of the Company’s common stock $ $2.21 to $2.50 Estimated forfeiture rate 0 %

9. COMMITMENTS AND CONTINCENC25

9. COMMITMENTS AND CONTINCENCIES (Tables)	12 Months Ended
	Dec. 31, 2015
Commitments And Contincencies Tables
Commitment and Contingencies	Year Ending December 31, 2016 $ 127,032 2017 149,395 2018 139,904 $ 416,338

10. INCOME TAXES (Tables)

10. INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2015
Income Taxes Tables
Income Taxes	2015 2014 Non-Current deferred tax asset: Net operating loss carry-forwards $ 2,374,000 $ 1,024,000 Valuation allowance (2,374,000 ) (1,024,000 ) Net non-current deferred tax asset $ — $ —

1. SUMMARY OF SIGNIFICANT ACC27

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Summary Of Significant Accounting Policies Details
Common stock issuable upon conversion of convertible debentures	$ 2,091,000	$ 2,691,000
Options to purchase common stock	5,495,000	2,050,000
Warrants to purchase common stock	8,900,834	9,324,000
Totals	$ 16,486,834	$ 13,975,000

3. PROPERTY AND EQUIPMENT (Deta

3. PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property and equipment, gross	$ 85,224	$ 16,189
Less: Accumulated depreciation	12,201	2,027
Property and equipment, net	73,023	14,162
Computers
Property and equipment, gross	58,121	12,134
Office Equipment
Property and equipment, gross	$ 27,083	$ 4,055

4. CONVERTIBLE DEBENTURES (Deta

4. CONVERTIBLE DEBENTURES (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Convertible Debentures Details
Principal balance	$ 209,100	$ 209,100
Accumulated amortization	0	(107,016)
Convertible debentures, net	$ 209,100	$ 162,084

4. CONVERTIBLE DEBENTURES (De30

4. CONVERTIBLE DEBENTURES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Debt Disclosure [Abstract]
Aggregate Carrying Value of Debentures	$ 209,100	$ 162,084
Debt Discounts Net	0	107,016
Amortization of Debt Discounts	$ 107,016	$ 67,363

5. DERIVATIVE LIABILITIES AND31

5. DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Notes to Financial Statements
Beginning Balance	$ 1,099,708	$ 0
Transfers	2,236,401	346,467
Fair value mark to market adjustment	336,109	753,241
Ending Balance	$ 0	$ 1,099,708

5. DERIVATIVE LIABILITIES AND32

5. DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS - Derivative Liabilities Assumptions Used (Details)	12 Months Ended
	Dec. 31, 2015
Expected term	1 year 8 months 12 days
Minimum [Member]
Expected dividends	0.00%
Expected volatility	119.43%
Expected term	7 years
Risk free interest rate	0.48%
Maximum [Member]
Expected dividends	0.00%
Expected volatility	129.88%
Expected term	10 years
Risk free interest rate	2.53%
Premeasurement [Member] | Minimum [Member]
Expected dividends	0.00%
Expected volatility	75.00%
Expected term	1 year 9 months 29 days
Risk free interest rate	0.89%
Premeasurement [Member] | Maximum [Member]
Expected volatility	150.00%
Expected term	4 years 8 months 12 days
Risk free interest rate	1.37%
Commitment Date [Member] | Minimum [Member]
Expected term	5 years
Risk free interest rate	1.10%
Commitment Date [Member] | Maximum [Member]
Expected dividends	0.00%
Expected volatility	150.00%
Expected term	3 years
Risk free interest rate	0.75%

7. STOCK WARRANTS (Details)

7. STOCK WARRANTS (Details)	12 Months Ended
	Dec. 31, 2015$ / sharesshares
Shares Under warrants, Outstanding	9,018,609
Remaining Life in Years, Outstanding	1 year 8 months 12 days
Shares Under warrants, Exercisable	9,018,609
Remaining Life in Years, Exercisable	1 year 8 months 12 days
Warrant 4 [Member]
Remaining Life in Years, Outstanding	4 years 4 months 24 days
Remaining Life in Years, Exercisable	4 years 4 months 24 days
Warrant 5 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ .9
Shares Under warrants, Outstanding	175,000
Remaining Life in Years, Outstanding	4 years 7 months 6 days
Exercise Price per Share, Exercisable | $ / shares	$ 0.9
Shares Under warrants, Exercisable	175,000
Remaining Life in Years, Exercisable	4 years 7 months 6 days
Warrant 6 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ 1
Shares Under warrants, Outstanding	761,000
Remaining Life in Years, Outstanding	2 years
Exercise Price per Share, Exercisable | $ / shares	$ 1
Shares Under warrants, Exercisable	761,000
Remaining Life in Years, Exercisable	2 years
Warrant 7 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ 1.06
Shares Under warrants, Outstanding	146,200
Remaining Life in Years, Outstanding	3 years
Exercise Price per Share, Exercisable | $ / shares	$ 1.06
Shares Under warrants, Exercisable	146,200
Remaining Life in Years, Exercisable	3 years
Warrant 1 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ .001
Shares Under warrants, Outstanding	3,963,659
Remaining Life in Years, Outstanding	1 year 7 months 6 days
Exercise Price per Share, Exercisable | $ / shares	$ 0.001
Shares Under warrants, Exercisable	3,963,659
Remaining Life in Years, Exercisable	1 year 7 months 6 days
Warrant 2 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ .4
Shares Under warrants, Outstanding	3,415,275
Remaining Life in Years, Outstanding	1 year 3 months 19 days
Exercise Price per Share, Exercisable | $ / shares	$ 0.4
Shares Under warrants, Exercisable	3,415,275
Remaining Life in Years, Exercisable	1 year 3 months 19 days
Warrant 3 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ .5
Shares Under warrants, Outstanding	100,000
Remaining Life in Years, Outstanding	4 years 2 months 12 days
Exercise Price per Share, Exercisable | $ / shares	$ 0.5
Shares Under warrants, Exercisable	100,000
Remaining Life in Years, Exercisable	4 years 2 months 12 days
Warrant 8 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ 3
Shares Under warrants, Outstanding	407,475
Remaining Life in Years, Outstanding	2 years 9 months 18 days
Exercise Price per Share, Exercisable | $ / shares	$ 3
Shares Under warrants, Exercisable	407,475
Remaining Life in Years, Exercisable	2 years 9 months 18 days
Warrant 4 [Member]
Exercise Price per Share, Outstanding | $ / shares	$ .6
Shares Under warrants, Outstanding	50,000
Exercise Price per Share, Exercisable | $ / shares	$ 0.6
Shares Under warrants, Exercisable	50,000

7. STOCK WARRANTS (Details 1)

7. STOCK WARRANTS (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Options Outstanding-Weighted Average Exercise Price
Exercisable as of December 31 and expected to vest thereafter	1 year 8 months 12 days
Stock Options
Options Outstanding-Number of Shares
Balance at January 1	9,324,000	0
Granted	2,220,950	9,324,000
Exercised	(2,526,341)	0
Cancelled	0	0
Balance at December 31	9,018,609	9,324,000
Options Outstanding-Weighted Average Exercise Price
Balance at January 1	$ .26	$ 0
Granted	.11	.26
Exercised	.25
Cancelled	0	0
Balance at December 31	$ .42	$ .26
Options Outstanding-Weighted Average Remaining Contractual Term	P4Y3M4D
Balance as of December 31	5 years	5 years
Exercisable at December 31	1 year 3 months 19 days
Exercisable as of December 31 and expected to vest thereafter	2 years 3 months 4 days	4 years 3 months 4 days

8. EMPLOYEE EQUITY INCENTIVE 35

8. EMPLOYEE EQUITY INCENTIVE PLAN (Details)	12 Months Ended
	Dec. 31, 2015$ / sharesshares
Shares Under warrants, Outstanding	9,018,609
Remaining Life in Years, Outstanding	1 year 8 months 12 days
Shares Under warrants, Exercisable	9,018,609
Remaining Life in Years, Exercisable	1 year 8 months 12 days
Option 1
Exercise Price per Share, Outstanding | $ / shares	$ 0.1
Shares Under warrants, Outstanding	1,500,000
Remaining Life in Years, Outstanding	8 years 7 months 6 days
Exercise Price per Share, Exercisable | $ / shares	$ 0.1
Shares Under warrants, Exercisable	1,500,000
Remaining Life in Years, Exercisable	8 years 7 months 6 days
Option 2
Exercise Price per Share, Outstanding | $ / shares	$ 0.5
Shares Under warrants, Outstanding	1,065,000
Remaining Life in Years, Outstanding	9 years
Exercise Price per Share, Exercisable | $ / shares	$ 0.5
Shares Under warrants, Exercisable	1,065,000
Remaining Life in Years, Exercisable	9 years
Option 3
Exercise Price per Share, Outstanding | $ / shares	$ 0.6
Shares Under warrants, Outstanding	105,000
Remaining Life in Years, Outstanding	9 years 3 months 19 days
Exercise Price per Share, Exercisable | $ / shares	$ 0.6
Shares Under warrants, Exercisable	105,000
Remaining Life in Years, Exercisable	9 years 3 months 19 days
Option 4
Exercise Price per Share, Outstanding | $ / shares	$ 0.9
Shares Under warrants, Outstanding	1,955,000
Remaining Life in Years, Outstanding	9 years 10 months 25 days
Exercise Price per Share, Exercisable | $ / shares	$ 0.9
Shares Under warrants, Exercisable	1,955,000
Remaining Life in Years, Exercisable	9 years 10 months 25 days
Option 5
Exercise Price per Share, Outstanding | $ / shares	$ 1
Shares Under warrants, Outstanding	800,000
Remaining Life in Years, Outstanding	9 years 10 months 25 days
Exercise Price per Share, Exercisable | $ / shares	$ 1
Shares Under warrants, Exercisable	800,000
Remaining Life in Years, Exercisable	9 years 10 months 25 days

8. EMPLOYEE EQUITY INCENTIVE 36

8. EMPLOYEE EQUITY INCENTIVE PLAN (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Options Outstanding-Weighted Average Exercise Price
Exercisable as of December 31 and expected to vest thereafter	1 year 8 months 12 days
Employee Stock Options
Options Outstanding-Number of Shares
Balance at January 1	2,050,000	0
Granted	3,925,000	2,050,000
Exercised	(250,000)
Cancelled	(300,000)
Balance at December 31	5,425,000	2,050,000
Options Outstanding-Weighted Average Exercise Price
Balance at January 1	$ .1	$ 0
Granted	.8	.1
Exercised	.1
Cancelled	.1
Balance at December 31	$ .59	$ .1
Balance as of December 31	9 years 7 months 6 days	9 years 7 months 6 days
Exercisable at December 31	9 years 3 months 19 days	9 years 7 months 6 days
Exercisable as of December 31 and expected to vest thereafter	9 years 1 month 6 days

8. EMPLOYEE EQUITY INCENTIVE 37

8. EMPLOYEE EQUITY INCENTIVE PLAN (Details 2)	12 Months Ended
	Dec. 31, 2015$ / shares
Expected term	1 year 8 months 12 days
Minimum
Expected dividends	0.00%
Expected volatility	119.43%
Expected term	7 years
Risk free interest rate	0.48%
Estimated fair value of Company's common stock	$ 2.21
Estimated forfeiture rate	0.00%
Maximum
Expected dividends	0.00%
Expected volatility	129.88%
Expected term	10 years
Risk free interest rate	2.53%
Estimated fair value of Company's common stock	$ 2.50
Estimated forfeiture rate	0.00%

9. COMMITMENTS AND CONTINCENC38

9. COMMITMENTS AND CONTINCENCIES (Details)	Dec. 31, 2015USD ($)
Commitments And Contincencies Details
2,016	$ 125,192
2,017	96,024
2,018	13,783
Total	$ 234,999

10. INCOME TAXES (Details)

10. INCOME TAXES (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Non-Current deferred tax asset:
Net operating loss carry-forwards	$ 2,374,000	$ 1,024,000
Valuation allowance	(2,374,000)	(1,024,000)
Net non-current deferred tax asset	$ 0	$ 0