Greenwave Technology Solutions (GWAV) 10-K/A 24 May 18 2017 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Apr. 16, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	MassRoots, Inc.
Entity Central Index Key	1,589,149
Trading Symbol	MSRT
Amendment Flag	true
Amendment Description	This Amendment No. 2 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed by MassRoots, Inc., a Delaware corporation (the “Company”) on April 17, 2018, as amended on April 30, 2018 (the “Original 10-K”). We are filing this Amendment to amend the description of our business set forth in Item 1, include additional risk factors in Item 1A, revise disclosure with respect to our business in Item 7 and amend the Notes to the Consolidated Financial Statements. Other than as specifically set forth herein, this Amendment continues to speak as of the date of the Original 10-K and we have not updated or amended the disclosures contained therein to reflect events that have occurred since the date of the Original 10-K. Accordingly, this Amendment should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the date of the Original 10-K.
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 33,495,218
Entity Common Stock, Shares Outstanding		153,944,886

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
CURRENT ASSETS
Cash	$ 1,201,587	$ 374,490
Accounts receivables		3,306
Prepaid expense	16,556
TOTAL CURRENT ASSETS	1,218,143	377,796
Property and equipment - net	55,146	77,322
OTHER ASSETS
Investments	403,249	235,000
Software Cost, net of amortization of $389,059 and $0	863,941
Deposits and other assets	33,502	33,502
Total Other Assets	1,300,692	268,502
TOTAL ASSETS	2,573,981	723,620
CURRENT LIABILITIES
Accounts payable	1,257,783	382,550
Accrued payroll and related	1,601,232
Advances	800,394
Deferred revenue		27,010
Convertible notes payable, net of debt discount of $248,009	796,991
Derivative liability	9,493,307	1,301,138
TOTAL CURRENT LIABILITIES	13,949,707	1,710,698
LONG-TERM LIABILITY
Convertible notes payable, long term		108,100
TOTAL LIABILITIES	13,949,707	1,818,798
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock, $0.001 par value, 200,000,000 shares authorized; 112,165,839 and 71,908,370 shares issued and outstanding	112,166	71,908
Common stock to be issued, 12,572,500 and 1,740,000 shares, respectively	12,573	1,740
Additional paid in capital	63,315,749	28,693,819
Subscriptions receivable	(564,000)
Accumulated deficit	(74,252,214)	(29,862,645)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY	(11,375,726)	(1,095,178)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$ 2,573,981	$ 723,620

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Software Cost, net of amortization	$ 389,059	$ 0
Convertible notes payable, net of debt discount	$ 248,009	$ 248,009
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares Issued	112,165,839	71,908,370
Common Stock, Shares Outstanding	112,165,839	71,908,370
Common stock to be issued	12,572,500	1,740,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Statements Of Operations
REVENUES	$ 319,242	$ 701,581
OPERATING EXPENSES
Cost of revenues	630	180,427
Advertising	960,239	985,342
Impairment expense	3,796,991
Payroll and related expense	3,104,407	2,112,879
Payroll taxes related to stockbased compensation	1,599,489
Stock based compensation	22,107,949	7,380,431
Amortization of Software costs	389,059
Other general and administrative expenses	5,164,438	3,644,881
Total General and Administrative expenses	37,123,202	14,303,960
(LOSS) FROM OPERATIONS	(36,803,960)	(13,602,379)
OTHER INCOME (EXPENSE)
Loss on change in fair value of derivative liabilities	(7,000,835)	(581,912)
Gain on Sale of Securities	75,000
Interest Expense	(659,774)	(3,845,833)
Total Other Income (Expense)	(7,585,609)	(4,427,745)
Net Loss before Income Taxes	(44,389,569)	(18,030,124)
Provision for Income taxes (benefit)
NET (LOSS)	$ (44,389,569)	$ (18,030,124)
Net loss per common share-basic and diluted	$ (0.46)	$ (0.34)
Weighted average common shares outstanding-basic and diluted	97,213,230	53,151,429

Consolidated Statement of Stock

Consolidated Statement of Stockholders' (Deficit) Equity - USD ($)	Common Stock	Common Stock to be Issued	Additional Paid-In Capital	Subscription Receivable	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2015	46,939,965	624,000
Beginning Balance, Amount at Dec. 31, 2015	$ 46,940	$ 624	$ 12,101,784		$ (11,832,521)	$ 316,827
Common stock issued, Shares	624,000	(624,000)
Common stock issued, Amount	$ 624	$ (624)
Common stock issued for services, Shares	4,225,675	1,740,000
Common stock issued for services, Amount	$ 4,226	$ 1,740	4,193,940			4,199,906
Common stock issued upon exercise of warrants for cash, Shares	5,242,393
Common stock issued upon exercise of warrants for cash, Amount	$ 5,242		1,128,252			1,133,494
Common stock to be issued from exercise of options, Shares	210,000
Common stock to be issued from exercise of options, Amount	$ 210		24,790			25,000
Common shares issued upon cashless exercise of warrants, Shares	639,051
Common shares issued upon cashless exercise of warrants, Amount	$ 639		(639)
Common stock issued upon cashless exercise of options, Shares	264,158
Common stock issued upon cashless exercise of options, Amount	$ 264		(264)
Sale of Common Stock, Shares	10,350,376
Sale of Common Stock, Amount	$ 10,350		4,989,925			5,000,275
Common stock issued in settlement of convertible notes, Shares	3,108,229
Common stock issued in settlement of convertible notes, Amount	$ 3,108		1,356,783			1,359,891
Common stock issued for penalties related to convertible notes, Shares	304,523
Common stock issued for penalties related to convertible notes, Amount	$ 305		163,316			163,621
Fair value of warrants issued for services			68,369			68,369
Reclassify fair value of derivative liability to equity upon warrant exercise(s)			1,555,407			1,555,407
Fair value of stock options issued for services			3,112,156			3,112,156
Net Loss					(18,030,124)	(18,030,124)
Ending Balance, Shares at Dec. 31, 2016	71,908,370	1,740,000
Ending Balance, Amount at Dec. 31, 2016	$ 71,908	$ 1,740	28,693,819		(29,862,645)	(1,095,178)
Common stock issued, Shares	1,740,000	(1,740,000)
Common stock issued, Amount	$ 1,740	$ (1,740)
Common stock issued for services, Shares	21,000,898	4,100,000
Common stock issued for services, Amount	$ 21,001	$ 4,100	15,449,229			15,474,330
Common stock issued upon exercise of warrants for cash, Shares	7,033,041	12,500
Common stock issued upon exercise of warrants for cash, Amount	$ 7,033	$ 13	4,752,716			4,759,762
Common shares issued upon cashless exercise of warrants, Shares	355,689
Common shares issued upon cashless exercise of warrants, Amount	$ 356		(356)
Common stock issued upon cashless exercise of options, Shares	436,011
Common stock issued upon cashless exercise of options, Amount	$ 436		(436)
Sale of Common Stock, Shares	2,434,000	10,210,000
Sale of Common Stock, Amount	$ 2,434	$ 10,210	2,224,130	(564,000)		1,672,774
Common stock issued in settlement of convertible notes, Shares	1,081,000
Common stock issued in settlement of convertible notes, Amount	$ 1,081		107,019			108,100
Common stock issued to acquire Odava Inc., Shares	3,250,000
Common stock issued to acquire Odava Inc., Amount	$ 3,250		1,963,000			1,966,250
Common stock issued to acquire DDDigital Inc., Shares	2,926,830
Common stock issued to acquire DDDigital Inc., Amount	$ 2,927		2,880,293			2,883,220
Common stock received from former Board members in exchange for warrants, Shares		(1,750,000)
Common stock received from former Board members in exchange for warrants, Amount		$ (1,750)	813,738			811,988
Reclassify fair value of derivative liability to equity upon warrant exercise(s)			610,966			610,966
Fair value of repriced and vesting options			5,821,631			5,821,631
Net Loss					(44,389,569)	(44,389,569)
Ending Balance, Shares at Dec. 31, 2017	112,165,839	12,572,500
Ending Balance, Amount at Dec. 31, 2017	$ 112,166	$ 12,573	$ 63,315,749	$ (564,000)	$ (74,252,214)	$ (11,375,726)

Consolidated Statements of Cash

Consolidated Statements of Cashflows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (44,389,569)	$ (18,030,124)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	416,253	19,451
Impairment expense	3,796,991
Stock based compensation	22,107,949	7,380,431
Amortization of debt discounts	652,921	1,549,669
Gain on sale of securities	(75,000)
Loss on sale of property and equipment	55,849
Payroll tax expense related to stock based compensation	1,599,489
Loss on change in Fair Value of derivative liability	7,000,835	581,912
Non cash interest		1,265,376
Penalties related to note maturity		763,872
Changes in operating assets and liabilities
Accounts receivable	6,889	36,194
Prepaid and other	(19,803)	12,938
Deferred revenue	(27,010)	27,010
Accounts payable and other liabilities	876,741	210,455
Net cash used in operating activities	(7,997,465)	(6,182,816)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisition of DDDigtal LLC	8,672
Cash acquired from acquition of Odava, LLC	2,601
Proceeds from sale of securities	250,000
Cash paid related to acquisition of Odava LLC	(40,570)
Purchase of equity investment	(100,002)	(23,750)
Purchase of convertible promissory note	(300,000)
Investment in DDDigtal LLC	(78,000)	(60,000)
Purchase of equipment	(57,534)
Net cash used in investing activities	(314,833)	(83,750)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible note	942,500	1,420,000
Proceeds from common stock sales	2,676,644	5,000,275
Proceeds from exercise of warrants	4,759,762	1,133,494
Proceeds from exercise of options		25,000
Proceeds from advances	770,000
Repayment of loans	(9,511)
Repayments of convertible notes		(1,324,029)
Net cash provided by financing activities	9,139,395	6,254,740
NET INCREASE (DECREASE) IN CASH	827,097	(11,826)
CASH AT BEGINNING OF PERIOD	374,490	386,316
CASH AT END OF YEAR	1,201,587	374,490
Supplemental disclosures of cash flow information:
Cash paid during period for interest
Cash paid during period for taxes
NON-CASH FINANCING ACTIVITIES
Common stock issued in settlement of debt	108,100	1,359,891
Common stock issued in payment of penalties related to notes payable		163,621
Common stock issued to acquire DDDigtal LLC	2,883,220
Net assets acquired from acquisition of DDDigtal LLC	15,448
Common stock issued to acquire Odava, LLC	1,966,250
Net assets acquired from acquisition of Odava, LLC	2,601
Reclassification of liability warrants from equity in connection with the sale of common stock	1,003,870
Reclassification of derivative liability to equity upon note prepayment(s)		1,555,407
Reclassification of derivative liability to equity upon warrant exercise(s)	610,966
Beneficial conversion feature relating to convertible note payable		$ 945,596

Nature of Operations and Basis

Nature of Operations and Basis of Presentation	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND BASIS OF PRESENTATION	NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION MassRoots, Inc. (“MassRoots” or the “Company”) has created 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. The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Our consolidated financial statements include the accounts of DDDigtal, Inc., Odava, Inc., and MassRoots Blockchain Technologies, Inc. All intercompany transactions were eliminated during consolidation. Acquisitions DDDigtal Inc. On December 15, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Whaxy Inc., a wholly-owned subsidiary of the Company (“Merger Subsidiary”), DDDigtal Inc., a Colorado corporation (“DDDigtal”), Zachary Marburger, an individual acting solely in his capacity as stockholder representative of DDDigtal, and all of the stockholders of DDDigtal. Pursuant to the Merger Agreement, the parties agreed to merge Merger Subsidiary with and into DDDigtal, whereby DDDigtal survived as a wholly-owned subsidiary of MassRoots (the “Merger”). The primary reason for this combination was the acquisition of DDDigtal’s menu management software, which has been integrated with MassRoots’ business portal to expand the services provided to our clients. On January 25, 2017 (the “Effective Date”), the Merger became effective upon the filing of certificates of merger with the respective Secretary of State of the States of Delaware and Colorado, in such forms as required by, and executed in accordance with, the relevant provisions of the Delaware General Corporation Law and the Colorado Business Corporation Act. Pursuant to the terms of the Merger Agreement, each share of DDDigtal’s common stock was exchanged such number of shares of the Company’s common stock (or a fraction thereof), based on an exchange ratio equal to approximately 5.273-for-1, such that 1 share of the Company’s common stock was issued for every 5.273 shares of DDDigtal’s common stock. On the Effective Date, the Company issued an aggregate of 2,926,830 shares of the Company’s common stock on a pro rata basis to all stockholders of DDDigtal (the “Share Consideration”) in exchange for all of the outstanding shares of common stock of DDDigtal’s. In addition, on the Effective Date, each share of the common stock of Merger Subsidiary was exchanged for one share of common stock of DDDigtal, and all shares of DDDigtal common stock outstanding immediately prior to the Effective Date were automatically cancelled and retired. As of the Effective Date, DDDigtal continued as a surviving wholly-owned subsidiary of the Company, and the Merger Subsidiary ceased to exist. Pursuant to the terms of the Merger Agreement, in December 2016, the Company paid each of Zachary Marburger and Micah Davidson $40,000 and $20,000, respectively, as repayment for outstanding debts owed by DDDigtal to such individuals. As a condition to the closing of the Merger, the Company hired Zachary Marburger as its Vice President of Strategy, and engaged Micah Davidson as a Senior Software Engineer. As a condition of Mr. Marburger’s employment and pursuant to the terms of the Merger Agreement, the Company paid Mr. Marburger an additional $40,000 following the one-year anniversary of his employment with the Company. A summary of consideration is as follows: Cash (paid in December 2016) $ 60,000 2,926,830 shares of the Company’s common stock 2,883,220 Liabilities assumed 40,140 Total purchase price $ 2,983,360 The following summarizes the current estimates of fair value of assets acquired and liabilities assumed: Cash $ 8,672 Accounts receivable 3,583 Property and equipment 3,333 Goodwill 2,967,772 Assets acquired $ 2,983,360 During management’s annual review of these assets, it was determined that the fair-market value of DDDigtal’s menu management software was $1,253,000 based upon projected cash-flows and valuations of comparable software services. This value will be amortized over an expected three-year useful life. The remaining $1,714,772 in goodwill was impaired and written-off in December 2017. Pro forma Results The following tables set forth the unaudited pro forma results of the Company as if the acquisition of DDDigtal had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Twelve months ended December 31, 2017 Twelve months ended December 31, 2016 Total revenues $ 319,242 $ 740,264 Net loss (44,389,569 ) (18,193,082 ) Basic and diluted net loss per common share $ (0.46 ) $ (0.34 ) Odava, Inc. On July 5, 2017, the Company entered into an Agreement and Plan of Merger (the “July 2017 Merger Agreement”) with MassRoots Compliance Technology, Inc., a wholly-owned subsidiary of the Company (“MCT”), Odava, Inc., a Delaware corporation (“Odava”), and Scott Kveton, an individual acting solely in his capacity as a stockholder representative of Odava. Pursuant to the July 2017 Merger Agreement, the parties agreed to merge MCT with and into Odava, whereby Odava survived as a wholly-owned subsidiary of MassRoots (the “Odava Merger”). The primary reason for this combination was the acquisition of Whaxy’s point-of-sale software for dispensaries, which MassRoots planned to offer as an additional service to its clients. On July 13, 2017 (the “Odava Merger Effective Date”), the Odava Merger became effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware, in the form as required by and executed in accordance with the relevant provisions of the Delaware General Corporation Law. Pursuant to the terms of the July 2017 Merger Agreement, each share of Odava’s common stock was exchanged for such number of shares of MassRoots’ common stock (or a fraction thereof), based on an exchange ratio equal to approximately 4.069-for-1, such that one share of MassRoots’ common stock was issued for approximately every 4.069 shares of Odava’s common stock. On the Odava Merger Effective Date, the Company issued an aggregate of 3,250,000 shares of common stock pro rata to all stockholders of Odava (the “Share Consideration”) in exchange for all of their shares of Odava’s common stock. In addition, on the Odava Merger Effective Date, shares of the common stock of MCT were converted into and exchanged for one share of common stock of Odava, and all shares of Odava common stock outstanding immediately prior to the Odava Merger Effective Date were automatically cancelled and retired. As of the Odava Merger Effective Datem Odava continued as a surviving wholly-owned subsidiary of Massroots, and MCT ceased to exist. In addition, the Company issued an aggregate of 2,600,000 shares of its common stock to the founders of Odava in connection with the Odava Merger. Furthermore, pursuant to the terms of the Odava Merger Agreement, the Company paid each of Scott Kveton and Steven Osborn $30,000 and $5,000, respectively, as repayment for outstanding debts owed by Odava to such individuals. As a condition to the closing of the Odava Merger, the Company hired Scott Kveton as its new Director of Business Development, and Steven Osborn as its Principal Architect. A summary of consideration is as follows: Cash and costs incurred $ 40,570 3,250,000 shares of the Company’s common stock 1,966,250 Total purchase price $ 2,006,820 The following summarizes the current estimates of fair value of assets acquired and liabilities assumed: Cash $ 2,601 Goodwill 2,004,219 Assets acquired $ 2,006,820 The above estimated fair value of the intangible assets is based on a preliminary purchase price allocation prepared by management. As this software has never been monetized and market conditions have changed significantly since the acquisition, the value of this of this asset is significantly impaired and we have written off the $2,006,820 in goodwill associated with Odava. Pro forma results The following tables set forth the unaudited pro forma results of the Company as if the acquisition of Odava had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Twelve months ended December 31, 2017 Twelve months ended December 31, 2016 Total revenues $ 319,242 $ 701,581 Net loss (44,405,275 ) (18,030,668 ) Basic and diluted net loss per common share $ (0.46 ) $ (0.34 ) The Company accounts for acquisitions in accordance with the provisions of Accounting Standards Codification (“ASC”) 805 Business Combinations (“ASC 805”). The Company assigns to all identifiable assets acquired a portion of the cost of the acquired company equal to the estimated fair value of such assets at the date of acquisition. The Company records the excess of the cost of the acquired company over the sum of the amounts assigned to identifiable assets acquired as goodwill. The Company recorded goodwill in the aggregate amount of $0 as a result of the acquisitions of DDDitgal and Odava during the year ended December 31, 2017. The Company accounts for and reports acquired goodwill under ASC subtopic 350-10, Intangibles-Goodwill and Other (“ASC 350”). In accordance with ASC 350-10, at least annually, the Company tests its intangible assets for impairment or more often if events and circumstances warrant. Any write-downs will be included in results from operations. As this software has never been monetized and market conditions have changed significantly, the value of the Odava acquisition was deemed fully impaired and fully written-off as of December 31, 2017.

Going Concern and Management's

Going Concern and Management's Liquidity Plans	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS	NOTE 2 –GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2017, the Company had cash of $1,201,587 and working capital deficit (current liabilities in excess of current assets) of $12,731,564. During the twelve months ended December 31, 2017, the Company used net cash in operating activities of $7,997,465. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. During the twelve months of 2017, the Company received $4,753,196, $950,000, $3,248,000 and $442,500 from the exercise of common stock warrants, proceeds from issuance of convertible notes, sale of common stock and proceeds from simple agreements for future tokens, respectively. The Company does not have cash sufficient to fund operations. The Company’s primary source of operating funds since inception has been cash proceeds from private placements of common stock, proceeds from the exercise of warrants and options and issuance of notes payable. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. The Company will require additional financing to fund future operations. 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 capital 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. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of MassRoots, Inc. and its wholly-owned operating subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include stock-based compensation, fair values relating to derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value of Financial Instruments ASC 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 receivable, 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. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. 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. As of December 31, 2017, MassRoots was indebted to four debtor in secured convertible notes. The concentration of credit amongst these debtors make it likely they would wield significant influence over MassRoots and the disposition of assets in the event of a default. 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. Repair and maintenance costs are expensed as occurred. 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. 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, 2017 and December 31, 2016, based upon the review of the outstanding accounts receivable, the Company has determined that an allowance for doubtful accounts is not required. Revenue Recognition The Company recognizes revenue when services are realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) the services have been rendered and all required milestones achieved; (iii) the sales price is fixed and determinable; and (iv) collectability is reasonably assured. The Company primarily generates revenue by charging businesses to advertise on the network. The Company has the ability to target advertisements directly to a clients’ target audience, based on their location, on their mobile devices. In cases where clients sign advertising contracts for an extended period of time, the Company only realizes revenue for services provided during that quarter and defers all other revenue to future periods. Acquisitions and Subsidiaries Subsidiaries are all entities over which MassRoots has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether MassRoots controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to MassRoots. The purchase method of accounting is used to account for the acquisition of subsidiaries by MassRoots. The cost of an acquisition is measured as the fair value of the assets transferred in consideration, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the MassRoots’ share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the income statement. Inter-company transactions, balances and unrealized gains on transactions between MassRoots’ companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The company charged to operations $960,239 and $985,342, as advertising for the year ended December 31, 2017 and 2016, respectively. 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. Income Taxes The Company follows ASC 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. Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s free-standing derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and sale of common stock, and of embedded conversion options with convertible debentures. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of December 31, 2017 using the applicable classification criteria enumerated under ASC 815 Derivatives and Hedging. The Company determined that certain embedded conversion and/or exercise features do not contain fixed settlement provisions. The convertible debentures contain a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an 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. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business. Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC 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 income (loss) per share as of December 31, 2017 and 2016 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 loss per share are as follows: December 31, December 31, Common stock issuable upon conversion of convertible debentures 6,147,059 1,081,000 Options to purchase common stock 14,377,570 14,824,158 Warrants to purchase common stock 35,187,847 15,488,056 Totals 55,712,476 31,393,214 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 There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. Financial Accounting Standards Board (“FASB”) Accounting Standards Updates (“ASU”) 2017-04 (Topic 350), “Intangibles - Goodwill and Others” FASB ASU 2017-01 (Topic 805), “Business Combinations: Clarifying the Definition of a Business” FASB ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” “Statement of Cash Flows” FASB ASU No. 2014-09 (Topic 606), “Revenue from Contracts with Customers” “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” “Principal versus Agent Considerations (Reporting Gross versus Net)”, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” “Narrow-Scope Improvements and Practical Expedients” The Company expects to apply the guidance using the modified retrospective transition method. The Company does not expect the adoption of ASU 2014-09 to have a material impact on the Company’s financial position or results of operations but will result in additional disclosures regarding the Company’s revenue recognition policies. The Company also does not expect the adoption of ASU 2014-09 will require material or significant changes to its internal controls over financial reporting. In connection with the application of that guidance and the adoption of ASU 2014-09, the Company expects that it will expand its revenue recognition inquiries and update its questionnaires primarily to identify matters that would signal variable consideration implications under the new guidance. FASB ASU No. 2014-15, “Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern, which is included in Accounting Standards Codification (ASC) 205, Presentation of Financial Statements” - The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company has adopted this standard and included the necessary disclosures in the footnotes to our financial FASB ASU 2016-02, Leases (Topic 842) FASB ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows.

Investments

Investments	12 Months Ended
	Dec. 31, 2017
Schedule of Investments [Abstract]
INVESTMENTS	NOTE 4 – INVESTMENTS In 2016, the Company paid a $60,000 acquisition deposit to acquire DDDigital, LLC. As of December 31, 2017 and 2016, the carrying value of our investments in privately held companies totaled $403,249 and $175,000, respectively. These investments are accounted for as cost method investments, as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. To facilitate the integration with dispensary point of sale systems, in 2015, the Company invested $175,000 in exchange for preferred shares of Flowhub LLC (“Flowhub”), a seed-to-sale system, equal to 8.95% of the then outstanding equity of Flowhub. The preferred shares are considered non-marketable securities. On May 12, 2017, the Company sold its preferred shares in Flowhub for net proceeds of $250,000. The gain on sale of securities of $75,000 was recorded in current period operations. During the twelve months ended December 31, 2017, the Company acquired 23,810 shares of Class A common stock of Hightimes Holding Corp. for $100,002, or $4.20 per share. The acquired Class A common stock are considered non-marketable securities. On July 13, 2017, the Company purchased an unsecured convertible promissory note in the principal amount of $300,000 from Cannaregs, Ltd, a Colorado limited liability company (“Cannaregs”). The note bears interest at a rate of 5% per annum and matures on at December 19, 2019. In the event Cannaregs consummates an equity financing in excess of $2,000,000 prior to the maturity date of the note, the outstanding principal and any accrued and unpaid interest automatically converts to equity securities of the same class or series issued by Cannaregs at the lesser of: a) 90% of the price paid per equity security or b) a price reflecting a valuation cap of $4,500,000. On July 17, 2017, MassRoots converted this the note 430,622 shares of CannaRegs’ common stock, approximately 4.31% of CannaRegs’ issued and outstanding shares of December 31, 2017.

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2017 and December 31, 2016 is summarized as follows: December 31, December 31, Computers $ 55,244 $ 72,124 Office equipment 43,590 36,850 Subtotal 98,834 108,974 Less accumulated depreciation (43,688 ) (31,652 ) Property and equipment, net $ 55,146 $ 77,322 Depreciation expense for the fiscal years ended December 31, 2017 and 2016 was $27,194 and $19,451, respectively. The company incurred a loss on disposal of property and equipment of $55,848 and $0 for fiscal years December 31, 2017 and 2016, respectively.

Software Costs

Software Costs	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
SOFTWARE COSTS	NOTE 6 – SOFTWARE COSTS On December 15, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Whaxy Inc., a wholly-owned subsidiary of the Company (“Merger Subsidiary”), DDDigtal Inc., a Colorado corporation (“DDDigtal”), Zachary Marburger, an individual acting solely in his capacity as Stockholder Representative, and all of the stockholders of DDDigtal. Pursuant to the Merger Agreement, the parties agreed to merge Merger Subsidiary with and into DDDigtal, whereby DDDigtal survived as a wholly-owned subsidiary of MassRoots (the “Merger”). On January 25, 2017 (the “Effective Date”), the Merger was completed and became effective upon the filing of certificates of merger with the respective Secretary of State of the States of Delaware and Colorado, in such forms as required by, and executed in accordance with, the relevant provisions of the Delaware General Corporation Law and the Colorado Business Corporation Act. Pursuant to the terms of the Merger Agreement, each share of DDDigtal’s common stock was to be exchanged for a number of shares of the Company’s common stock (or a fraction thereof), based on an exchange ratio, as ultimately calculated, equal to approximately 5.273-for-1, such that 1 share of the Company’s’ common stock was issued for every 5.273 shares of DDDigtal’s common stock. On the Effective Date, the Company issued 2,926,830 shares of the Company’s common stock pro rata Also pursuant to the terms of the Merger Agreement, the Company paid cash consideration, in December 2016, of $40,000 to Zachary Marburger and $20,000 to Micah Davidson, as repayment of outstanding debts owed by DDDigtal to the individuals. As a condition to the closing of the Merger, the Company hired Zachary Marburger as its Vice President of Strategy, and engaged Micah Davidson as a Senior Software Engineer. As a condition of Mr. Marburger’s employment and pursuant to the Merger Agreement, the Company will pay Mr. Marburger an additional $40,000 following the one-year anniversary of his constant employment with the Company. Cash (paid in December 2016) $ 60,000 2,926,830 shares of the Company’s common stock 2,883,220 Liabilities assumed 40,140 Total purchase price $ 2,983,360 Cash $ 8,672 Accounts receivable 3,583 Property and equipment 3,333 Software 1,253,000 (1) Goodwill 1,714,772 Assets acquired $ 2,983,360 (1) The estimated useful life for Software development is assumed at 3 years. The acquisition was completed in January 2017, however the allocation of proceeds to identifiable assets was recognized during fourth quarter. Initially the recording of acquisition was as disclosed in Note 1.

Convertible Notes Payable

Convertible Notes Payable	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 7 – CONVERTIBLE NOTES PAYABLE On March 24, 2014, the Company issued convertible debentures to certain accredited investors in the aggregate principal amount of $269,100. The debentures originally matured on March 24, 2016 and accrue no interest. The debentures are convertible into shares of the Company’s common stock at $0.10 per share. In March 2016, the debentures were amended to extend the maturity date to March 24, 2018. In 2016, the Company issued an aggregate of 1,010,000 shares of its common stock in settlement of $101,000 of outstanding debentures and during the twelve months ended December 31, 2017, the Company issued an aggregate of 1,081,000 shares of its common stock in settlement of $108,100 of outstanding debentures. As of December 31, 2017 and December 31, 2016, the aggregate carrying value of the debentures was $0 and $108,100, net of debt discounts of $0, respectively. In February 2016, the Company issued to a service provider a 12 month convertible debenture at 15% interest with a principal amount of $35,000 along with 35,000 3-year warrants to purchase shares of common stock at $1.00 per share. The convertible debenture is 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 such subsequent offering occurs, at $0.75 per share. During the year ended December 31, 2016, the Company issued an aggregate of 343,767 shares in full settlement of the debenture obligation. On March 14, 2016, the Company sold to investors six (6) month secured convertible original issue discount notes with a principal amount in the aggregate of $1,514,669, 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 with reset provisions. If the Company exercises its right to prepay the note, the Company must 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 the 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) $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, for any part of the principal amount of the note that is not paid at its maturity date, September 14, 2016, the conversion price for such amount is 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, September 14, 2016. The notes require that any net proceeds received in subsequent offerings made by the Company first be used to repay the notes’ outstanding principal amount. Because the note was not repaid by the maturity date, the investors became entitled to 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 were $1,420,000, while net proceeds were $1,271,600 (excluding any legal fees). On September 14, 2016, upon maturity of the notes, the Company was unable to make the required payment of the then outstanding aggregate principal amount of $966,384 and was in default under the notes. Penalties in aggregate of $584,735 were added to the carrying amount of the notes and were charged to current period interest. During the year ended December 31, 2016, the Company paid an aggregate of $1,479,498 cash and issued 1,754,462 shares of its common stock upon conversion of $619,906 of the debenture obligation and accrued interest. In addition, the Company issued an aggregate of 304,523 shares of its common stock as penalty shares valued at $163,621 and was charged to current period interest. As of December 31, 2016, the debentures were paid in full. On August 17, 2017, the Company issued secured convertible notes to certain accredited investors in the aggregate principal amount of $1,045,000. The notes mature on February 18, 2018 and accrue no interest. Net proceeds received were $942,500 after deduction of legal and other fees. If the Company exercises its right to prepay the notes, the Company shall make payment to the investors in an amount equal to the sum of the then outstanding principal amount of the notes that the Company desires to prepay, multiplied by (a) 1.1, during the first ninety (90) days after the execution of the note, or (b) 1.25, 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) $0.75 and (ii) a 25% discount to the price at which the Company next conducts an offering after the issuance date of the notes; provided, however, if any part of the principal amount of the notes 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. In connection with the issuance of the notes, the Company and the investors also entered into a security agreement pursuant to which the notes are secured by all of the assets of the Company currently held or thereafter acquired. In connection with the issuance of the notes, the Company issued five-year warrants to purchase an aggregate of 2,090,000 shares of Company’s common stock with an initial exercise price of $0.50. The warrants contain certain anti-dilutive (reset) provisions. On August 17, 2017, upon issuance of the secured convertible notes and warrants, the Company determined that the features associated with the embedded conversion option and reset provisions embedded in the issued warrants, in the form of a ratchet provision, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. During the twelve months ended December 31, 2017, the Company amortized $654,774 of debt discounts to current period interest.

Derivative Liabilities and Fair

Derivative Liabilities and Fair Value Measurements	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS	NOTE 8 – DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS The Company identified conversion features embedded within convertible debt and certain warrants outstanding during the twelve months ended December 31, 2017 and December 31, 2016. The Company has determined that the features associated with the embedded conversion option and exercise prices, in the form of 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. On March 17, 2016, upon issuance of the secured convertible debentures, the Company determined that the features associated with the embedded conversion option and reset provisions embedded in the issued warrants, in the form of a ratchet provision, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. At the date of inception, the Company estimated the fair value of the embedded derivatives of $1,769,121 using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 112.29%, (3) weighted average risk-free interest rate of 0.47% to 1.04% (4) expected life of 0.05 to 5.00 years, and (5) estimated fair value of the Company’s common stock of $1.04 per share. The estimated fair value of the embedded derivative of $1,769,121 was charged to debt discount up to the net proceeds of $1,420,000 and amortized over the term of the debenture with the excess charged to current period interest. On September 14, 2016, upon the maturity of certain secured convertible debentures (see Note 7), the embedded conversion terms changed. As such, the Company estimated the fair value of the change in the embedded derivative of $951,254 using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 106.24%, (3) weighted average risk-free interest rate of 0.30%, (4) expected life of three months, and (5) estimated fair value of the Company’s common stock of $0.51 per share. The estimated fair value of the embedded derivative of $951,254 was charged to current period interest. On December 31, 2016, the Company estimated the fair value of the embedded derivatives of $1,301,138 using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 110.39%, (3) weighted average risk-free interest rate of 1.47%, (4) expected life of 4.21 years, and (5) estimated fair value of the Company’s common stock of $1.03 per share. On January 4, 2017, warrant holders exercised outstanding warrants to purchase an aggregate of 682,668 shares of the Company’s common stock, and as such the Company transferred to estimated fair value of the embedded derivatives $610,967 from liability to equity. The Company estimated the fair value at the time of exercise using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 110.13%, (3) weighted average risk-free interest rate of 1.94%, (4) expected life of 4.20 years, and (5) estimated fair value of the Company’s common stock of $1.07 per share. On July 21, 2017, upon issuance of the warrants in connection with the sale of common stock, the Company determined that the features associated with the reset provisions embedded in the issued warrants, in the form of a ratchet provision, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. The Company estimated the fair value of the embedded derivatives of $1,003,870 using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 103.46%, (3) weighted average risk-free interest rate of 1.81% (4) expected life of 5.00 years, and (5) estimated fair value of the Company’s common stock of $0.5687 per share. The estimated fair value of the embedded derivative of $1,003,870 was reclassified from equity at the date of issuance. On August 17, 2017, upon issuance of the secured convertible notes and warrants, the Company determined that the features associated with the embedded conversion option and reset provisions embedded in the issued notes and warrants, in the form of a ratchet provision, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. The Company estimated the fair value of the embedded derivatives of $798,429 using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 102.73%, (3) weighted average risk-free interest rate of 1.11% to 1.78% (4) expected life of 0.49 to 5.00 years, and (5) estimated fair value of the Company’s common stock of $0.457 per share. The estimated fair value of the embedded derivative of $798,429 together with the issuance costs of $102,500 (aggregate of $900,929) was charged to debt discount and amortized over the term of the debenture with the excess charged to current period interest. On December 31, 2017, the Company estimated the fair value of the embedded derivatives of $9,493,307 using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 108.44%, (3) weighted average risk-free interest rate of 1.28% to 2.20%, (4) expected life of 0.13 to 4.65 years, and (5) estimated fair value of the Company’s common stock of $0.601 per share. The Company adopted the provisions of ASC 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, 2017 and December 31, 2016, the Company did not have any derivative instruments that were designated as hedges. Items recorded or measured at fair value on a recurring basis in the accompanying financial statements consisted of the following items as of December 31, 2017 and December 31, 2016: December 31, Quoted Prices Significant Significant Derivative liability $ 9,493,307 $ - $ - $ 9,493,307 December 31, Quoted Prices Significant Significant Derivative liability $ 1,301,138 $ - $ - $ 1,301,138 The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities for the two years ended December 31, 2017: Balance, January 1, 2016 - Transfers in to Level 3: 2,720,375 Transfers out due to conversions and payoffs (2,001,149 ) Mark to market to December 31, 2016 581,912 Balance, December 31, 2016 $ 1,301,138 Loss on change in warrant and derivative liabilities for the year ended December 31, 2016 $ (581,912 ) Balance, January 1, 2017 $ 1,301,138 Transfers in due to issuance of liability warrants in connection with sale of common stock 1,003,870 Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset options 798,431 Transfers out due to warrant exercise (610,967 ) Mark to market to December 31, 2017 7,000,835 Balance, December 31, 2017 $ 9,493,307 Loss on change in warrant liabilities for the twelve months ended December 31, 2017 $ (7,000,835 ) 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 increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s 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.

Capital Stock

Capital Stock	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
CAPITAL STOCK	NOTE 9 – CAPITAL STOCK Preferred Stock T Common Stock The Company is authorized to issue 200,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2017, there were 112,165,839 shares of common stock issued and outstanding and 12,572,500 shares of common stock to be issued under the Company’s 2017 Employee Stock Option Plan. As of December 31, 2016, there were 71,908,370 shares of common stock issued and outstanding and 1,740,000 shares of common stock to be issued under the Company’s 2015 Employee Stock Option Plan. The following common stock transactions were recorded during the years ended December 31, 2017 and 2016: During the year ended December 31, 2016, the Company issued an aggregate of 624,000 shares of its common stock which was previously classified as shares to be issued as of December 31, 2015. During the year ended December 31, 2016, the Company issued an aggregate of 4,225,675 shares of its common stock for services rendered and recorded another 1,740,000 shares to be issued for services rendered at an average stock price of $0.70 per share. During the year ended December 31, 2016, the Company issued an aggregate of 639,051 shares of its common stock for the cashless exercise of stock warrants. During the year ended December 31, 2016, the Company issued an aggregate of 5,242,393 shares of its common stock for the cash exercise of stock warrants. During the year ended December 31, 2016, the Company issued an aggregate of 264,158 shares of its common stock for the cashless exercises of stock options. During the year ended December 31, 2016, the Company issued an aggregate of 210,000 shares of its common stock for the cash exercise of stock options. During the year ended December 31, 2016, the Company issued an aggregate of 10,350,376 shares of its common stock for net sales proceeds of $5,000,275. During the year ended December 31, 2016, the Company issued an aggregate of 3,108,229 shares of its common stock in settlement of $1,359,891 secured convertible debentures (see Note 7). During the year ended December 31, 2016, the Company issued an aggregate of 304,523 shares of its common stock in payment of penalties relating to secured convertible debentures of $163,621 (see Note 7). During the year ended December 31, 2017, the Company issued an aggregate of 22,740,898 shares of its common stock for services valued at $15,474,330. During the year ended December 31, 2017, the Company sold an aggregate of 2,434,000 shares of its common stock and warrants to purchase shares of common stock for net proceeds of $2,676,444. During the year ended December 31, 2017, the Company issued an aggregate of 436,011 shares for its common stock upon the cashless exercise of common stock options. During the year ended December 31, 2017, the Company issued an aggregate of 355,689 shares of its common stock for the cashless exercise of common stock warrants. During the year ended December 31, 2017, the Company issued an aggregate of 1,081,000 shares of its common stock in settlement of $108,100 of convertible debt. During the year ended December 31, 2017, the Company issued an aggregate of 7,033,041 shares of its common stock upon the exercise of common stock warrants for net proceeds of $4,759,762. During the year ended December 31, 2017, the Company issued an aggregate of 2,926,830 shares of its common stock to acquire DDDigtal (Note 1). During the year ended December 31, 2017, the Company issued an aggregate of 3,250,000 shares of its common stock to acquire Odava (Note 1). During the year ended December 31, 2017, three former board members agreed to surrender an aggregate of 1,750,000 shares of the Company’s common stock in exchange for five-year warrants to purchase up to 4,850,000 shares of the Company’s common stock at an exercise price of $0.20 per share. As a result of the exchange in equity, the Company recorded stock-based compensation of $811,988.

Warrants

Warrants	12 Months Ended
	Dec. 31, 2017
Summary of Investments, Other than Investments in Related Parties [Abstract]
WARRANTS	NOTE 10 – WARRANTS In January 2016, the Company issued warrants to purchase 100,000 shares of common stock at $0.83 per share to certain service providers. The estimated fair value of $68,369 was charged to current period operations. The fair market value was calculated using the Black Scholes Option Pricing Model, assuming approximately 1.46% risk-free interest, 0% dividend yield, 119.14% volatility, and expected life of five years. In February 2016, the Company issued warrants to purchase 35,000 shares of common stock at $1.00 per share to a service provider. The estimated fair value of $24,301was charged to current period operations. The fair market value was calculated using the Black Scholes Option Pricing Model, assuming approximately 0.71% risk-free interest, 0% dividend yield, 117.43% volatility, and expected life of 3 years. On March 24, 2016, in connection with the issuance of convertible notes, the Company granted to the same investors five-year warrants to purchase an aggregate of 1,514,669 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 fifth (5th) anniversary of its original issuance. The warrants have a fair market value of $910,596. The fair market value was calculated using the Binomial Option Pricing Model, assuming approximately 0.47% risk-free interest, 0% dividend yield, 112.3% volatility, and expected life of five years. In August 2016, upon the sale of the Company’s common stock, the Company issued an additional 1,514,669 warrants to purchase the Company’s common stock at $0.50 per share, exercisable through March 14, 2021. The exercise price of the previously issued 1,514,669 warrants issued in connection with the debt was reset from $1.00 per share to $0.50. As of December 31, 2017, the price protection provision in the warrants had expired and there were 836,670 outstanding. In August and September 2016, the Company issued an aggregate of 3,385,002 warrants to purchase the Company’s common stock at $0.90 per share, exercisable for three years in connection with the sale of common stock. In August 2016, upon the sale of the Company’s common stock, the Company issued an additional 1,514,669 warrants to purchase the Company’s common stock at $0.50 per share, exercisable through March 14, 2021. The exercise price of the previously issued 1,514,669 warrants issued in connection with the debt was reset from $1.00 per share to $0.50. In October 2016, upon the sale of the Company’s common stock, the Company issued an additional 6,659,000 warrants to purchase the Company’s common stock at $0.90 per share, exercisable through October 26, 2019. In July 2017, upon the sale of the Company’s common stock, the Company issue an additional 2,394,000 to purchase the Company’s common stock at $0.65 per share, exercisable through July 24, 2022. These warrants contain certain anti-dilutive (reset) provisions (See Note 8). In August and September 2017, in connection with the issuance of convertible notes, the Company granted to the same investors five-year warrants to purchase an aggregate of 2,090,000 shares of the Company’s common stock at $0.50 per share. The warrants may be exercised any time after the issuance through and including the fifth (5th) anniversary of its original issuance. The warrants have a fair market value of $715,432. The fair market value was calculated using the Binomial Option Pricing Model, assuming approximately 0.47% risk-free interest, 0% dividend yield, 102.73% volatility, and expected life of five years. These warrants contain certain anti-dilutive (reset) provisions (See Note 8). In December 2017, the Company issued warrants to purchase 4,850,000 shares of common stock at $0.20 per share to former Directors of the Company. The estimated fair value of $1,450,737 was charged to current period operations. The fair market value was calculated using the Black Scholes Option Pricing Model, assuming approximately 2.18% risk-free interest, 0% dividend yield, 223,02% volatility, and expected life of 5 years. In December 2017, upon the sale of the Company’s common stock, the Company issue an additional 10,250,000 to purchase the Company’s common stock at $0.40 per share, exercisable through December 31, 2022. In December 2017, upon the sale of the Company’s common stock, the Company issued an additional 8,521,000 warrants to purchase the Company’s common stock at $0.20 per share, exercisable through December 31, 2022. The exercise price of the previously issued 4,484,000 warrants issued in connection with the July 2017 common stock sale and August and September convertible debt was reset from $0.65 and $0.50 per share, respectively, to $0.20. These warrants contain certain anti-dilutive (reset) provisions (See Note 8). Warrants outstanding and exercisable at December 31, 2017 are as follows: Warrants Outstanding Warrants Exercisable Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 0.20 17,855,500 4.69 17,855,500 0.40 10,250,000 4.84 10,250,000 0.50 936,670 2.25 936,670 0.60 50,000 2.25 50,000 0.83 100,000 3.10 100,000 0.90 5,070,002 1.63 5,070,002 1.00 372,000 0.25 372,000 1.06 146,200 0.98 146,200 3.00 407,475 0.86 407,475 35,187,847 35,187,847 A summary of the warrant activity for the twelve months ended December 31, 2017 is as follows: Weighted- Weighted- Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding at January 1, 2016 9,018,609 $ 0.42 2.26 $ 6,857,509 Grants 13,164,340 0.72 2.51 Exercised (6,734,893 ) 0.25 Forfeited/Cancelled - Outstanding at December 31, 2016 15,448,056 $ 0.81 2.4 $ 4,225,936 Grants 28,105,500 0.27 4.2 - Exercised (7,728,209 ) 0.68 Forfeited/Cancelled (637,500 ) 0.62 Outstanding at December 31, 2017 35,187,847 $ 0.41 2.3 $ 9,314,959 Vested and expected to vest at December 31, 2017 35,187,847 $ 0.41 2.3 $ 9,314,959 Exercisable at December 31, 2017 35,187,847 $ 0.41 2.3 $ 9,314,959 The aggregate intrinsic value outstanding stock warrants was $6,481,984, based on warrants with an exercise price less than the Company’s stock price of $0.601 as of December 31, 2017, which would have been received by the warrant holders had those warrant holders exercised their warrants as of that date. On July 21, 2017, upon the sale of the Company’s common stock, the Company issued warrants to purchase up to 2,394,000 shares of the Company’s common stock at $0.65 per share, exercisable through July 21, 2022. These warrants contain certain anti-dilutive (reset) provisions (See Note 8). On August 24, 2017, in connection with the issuance of convertible notes, the Company granted to the same investors five-year warrants to purchase up to 2,090,000 shares of the Company’s common stock at $0.50 per share. These warrants contain certain anti-dilutive (reset) provisions (See Note 8).

Employee Equity Incentive Plans

Employee Equity Incentive Plans	12 Months Ended
	Dec. 31, 2017
Employee Equity Incentive Plan
EMPLOYEE EQUITY INCENTIVE PLANS	NOTE 11 – EMPLOYEE EQUITY INCENTIVE PLANS The Company’s stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan (“2016 Plan”) in October 2016 and our 2017 Equity Incentive Plan in December 2016 (“2017 Plan”, and together with the 2014 Plan, 2015 Plan and 2016 Plan, the “Plans”). The Plans are identical, except for number of shares reserved for issuance under each. As of December 31, 2017, the Company had granted an aggregate of 39,500,000 securities under the plans, with 0 available for future issuances. The Plans provide for the grant of incentive stock options to our employees and our parent and subsidiary corporations’ employees, and for the grant of non-statutory 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. Our Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Plans. During the year ended December 31, 2016, the Company granted options to purchase 9,958,031 for ten years. The fair value of $6,450,317, was determined using the Black-Scholes Option Pricing Model, assuming approximately 1.75% to 2.10% risk-free interest, 0% dividend yield, 107.63% to 119.16% volatility, and expected life of five to ten years and will be charged to operations over the vesting terms of the options. During the year ended December 31, 2017, the Company granted ten-year options to purchase up to 2,854,000 shares of common stock. The fair value of $2,014,591, was determined using the Black-Scholes Option Pricing Model, assuming approximately 1.81% to 2.35% risk-free interest, 0% dividend yield, 103.66% to 110.16% volatility, and expected life of five to ten years and will be charged to operations over the vesting terms of the options. The summary terms of the issuances are as follows: Exercise Number of Vesting Price Options Terms $ 0.50 80,000 Immediately 0.50 100,000 Quarterly over one year 0.50 605,000 Quarterly over two years 0.81 5,000 Immediately 0.82 150,000 Quarterly over two years 0.85 150,000 Quarterly over one year 0.87 125,000 Immediately 0.89 425,000 Monthly over one year 0.89 90,000 Quarterly over two years 0.95 400,000 Quarterly over two years 0.98 24,000 Monthly over two years 1.05 50,000 Immediately 1.05 95,000 Monthly over two years 1.05 60,000 Monthly over one year 1.06 60,000 Monthly over one year 1.07 110,000 Monthly over one year 1.07 325,000 Monthly over two years 0.83 2,854,000 On June 21, 2017, the Company accelerated vesting of 5,000,000 options such that the options vested in full, immediately. As a result, the Company charged $2,544,741 to operations during the twelve months ended December 31, 2017. Stock options outstanding and exercisable on December 31, 2017 are as follows: Exercise Number of Remaining Life Number of Price Options In Years Options Exerciseable $ 0.10 1,056,786 6.43 1,056,786 $ 0.50 689,631 7.74 689,631 $ 0.51 - 0.75 2,076,779 8.69 1,996,779 $ 0.76 - 1.00 9,926,072 8.70 9,233,070 $ 1.01 - 2.00 629,164 8.61 629,164 14,378,432 13,605,430 A summary of the stock option activity for the twelve months ended December 31, 2017 is as follows: Weighted- Weighted- Average Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding at December 31, 2015 5,625,000 $ 0.59 9.30 Grants 9,958,031 0.78 9.84 Exercised (636,780 ) 0.50 8.80 Forfeiture/Cancelled (122,093 ) 0.55 8.80 Outstanding at December 31, 2016 14,824,158 $ 0.52 9.37 $ 4,566,717 Grants 2,854,000 0.50 9.60 - Exercised (436,011 ) 0.16 8.80 Forfeiture/Canceled (2,863,715 ) $ 0.73 8.80 - Outstanding at December 31, 2017 14,378,432 $ 0.76 8.48 $ 771,359 Exercisable at December 31, 2017 13,605,430 $ 0.76 8.50 $ 646,109 The aggregate intrinsic value of outstanding stock options was based on options with an exercise price les 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 historical data. The Company accounts for the expected life of options based on the contractual life of options for non-employees. The fair value of all options that were vested as of the year ended December 31, 2017 and 2016 was $5,821,631 and $3,112,156, respectively Unrecognized compensation expense of $173,220 at December 31, 2017 will be expensed in future periods.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 12 – INCOME TAXES The Tax Cuts and Jobs Acts (the “Act”) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate income tax rate from 35% to 21%. ASC 740, “Income Taxes”, requires that effects of changes in tax rates to be recognized in the period enacted. Recognizing the late enactment of the Act and complexity of accurately accounting for its impact, the Securities and Exchange Commission in SAB 118 provides guidance that allows registrants to provide a reasonable estimate of the Act in their financial statements and adjust the reported impact in a measurement period not to exceed one year. As of December 31, 2017, we have not completed our accounting for the tax effects of the Act; however, a reasonable estimate was made to measure most of our deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future as a result of the reduction on the federal tax rate, and we recorded a provisional amount for our one-time transition tax liability. The provisional tax expense recorded of approximately $1,700,000 related to the re-measurement of our deferred tax asset balance and resulted in a reduction of our deferred tax asset and a corresponding increase to our income tax expense. At December 31, 2017, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $45,000,000, which begin expiring in the year 2033, 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, 2017, the Company has increased the valuation allowance from $4,946,000 to $11,090,000. 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. Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), provide for annual limitations on the utilization of net operating loss and credit carryforwards if the Company were to undergo an ownership change, as defined in Section 382 of the Code. In general, an ownership change occurs whenever the percentage of the shares of a corporation owned, directly or indirectly, by 5-percent shareholders, as defined in Section 382 of the Code, increases by more than 50 percentage points over the lowest percentage of the shares of such corporation owned, directly or indirectly, by such 5-percent shareholders at any time over the preceding three years. In the event such ownership change occurs, the annual limitation may result in the expiration of the net operating losses prior to full utilization. The Company is required to file income tax returns in the U.S. Federal jurisdiction and in Colorado. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before December 31, 2013. The Company’s deferred taxes as of December 31, 2017 and 2016 consist of the following: 2017 2016 Non-Current deferred tax asset: Net operating loss carry-forwards 11,090,000 4,946,000 Valuation allowance (11,090,000 ) (4,946,000 ) Net non-current deferred tax asset - - The Company is delinquent in filing its payroll taxes related to stock compensation awards. At December 31, 2017, the Company has, in payroll tax liabilities, including interest and penalties, of approximately $1,599,489, due to federal and state taxing authorities. The actual liability may be higher or lower due to interest or penalties assessed by federal and state taxing authorities. The Company expects to settle these liabilities by June 30, 2018.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 13 – RELATED PARTY TRANSACTIONS On August 31, 2016, Isaac Dietrich, the Company’s Chief Executive Officer, participated in the Company’s registered offering that took place beginning August 12, 2016 and continued until October 24, 2016, whereby Mr. Dietrich purchased $5,000 of the Company’s securities consisting of 10,000 shares of the Company’s common stock and warrants to purchase 10,000 shares at $0.90 per share. On July 21, 2017, Isaac Dietrich, the Company’s Chief Executive Officer, participated in the Company’s private placement that took, whereby Mr. Dietrich purchased $10,000 of the Company’s securities consisting of 20,000 shares of the Company’s common stock and warrants to purchase 20,000 shares at $0.65 per share. As a result of the ratchet provision in the warrants that was triggered by the Company’s December 2017 private placement, the number of warrants increased to 65,000 and the exercise price decreased to $0.20.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14 – SUBSEQUENT EVENTS In January 2018, the Company entered into Simple Agreement for Future Tokens (the “Original SAFT Agreements”) with six investors pursuant to which the Company received an aggregate of $500,000. On February 13, 2018, the Company entered into Amended and Restated Simple Agreement for Future Tokens (the “SAFT Agreements”) with the investors which amended the terms of the Original SAFT Agreements, which totaled $942,500. Pursuant to the SAFT Agreements, the investors will receive tokens in MassRoots Blockchain Technologies, Inc., a Delaware company and wholly-owned subsidiary of the Company (“MassRoots Blockchain”). The tokens are issuable to the investors upon the public sale of tokens of MassRoots Blockchain (the “Qualifying Token Sale”). Investors are entitled receive such number of tokens equal to the amount invested by the investor divided by the Discount Price. “Discount Price” means the price per token sold in the Qualifying Token Sale divided by the Discount Rate. “Discount Rate” means 50%. The SAFT Agreements terminate upon either (i) the issuance of the tokens to the investors or (ii) the payment, or setting aside for payment, of amounts due the investor upon the occurrence of a Dissolution Event. “Dissolution Event” means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. From January 1 to January 16, 2018, the Company made payment to the Holders of the August 2017 convertible debt in an aggregate of (i) $510,937.50 in cash and (ii) pursuant to the right of conversion of the Notes, issued an aggregate of 3,742,648 shares of the Company’s common stock. The Company believes that it has completed all of its obligations under the Notes and they are retired. Effective January 10, 2018, the Board appointed Jesus Quintero as Chief Financial Officer of the Company to replace Isaac Dietrich who was serving as Interim Chief Financial Officer of the Company. On January 10, 2018, the Company entered into a CFO Services Agreement with Jesus Quintero pursuant to which Mr. Quintero will serve as Chief Financial Officer of the Company for a term of one year (the “Initial Term”), which term shall be automatically renewed for successive one year periods thereafter unless Mr. Quintero provides the Company with written notice of his intention not to renew the agreement at least 90 days prior to the expiration of the Initial Term. The agreement may be terminated by either party upon 90 days prior written notice to the other party. Pursuant to the terms of the agreement, Mr. Quintero shall receive a fee of $4,000 per month and received a onetime issuance of 250,000 shares of the Company’s common stock, all of which vested as of January 10, 2018. On January 31, 2018, Company entered into separate securities purchase agreements (the “Securities Purchase Agreements”) with certain accredited investors pursuant to which the Company sold an aggregate of $2,740,000 of units (the “Units”) at a purchase price of $0.20 per Unit. Each Unit consists of one share of common stock and a warrant to purchase one share of common stock. On February 1, 2018, the Compensation Committee of the Board of Directors approved a stock grant of 750,000 and 250,000 shares of common stock, respectively, to Cecil Kyte and Charles Blum. On the same date, t he Compensation Committee of the Board of Directors approved an option to purchase up to 750,000 and 250,000 shares of common stock at $0.40 per share, respectively, to Cecil Kyte and Charles Blum. th On February 2, 2018, the Company entered into a Settlement and Lease Termination Agreement (the “Agreement”) with Market Center Investors, LLC (the “Landlord”) with respect to the Company’s leased premises located at 1624 Market Street, Suite 201, Denver, Colorado 80202 (the “Leased Premises”). In December 2017, the Landlord commenced a legal action to recover possession of the Leased Premises in the District Court for the City and County of Denver, Colorado (the “Lawsuit”) for failure of the Company to make certain payments pursuant to the terms of its lease (the “Lease”) with the Landlord. Pursuant to the terms of the Agreement, the Company paid the Landlord $145,000 and surrendered to the Landlord any and all possessory interests and other rights in or to the Leased Premises. In addition, each party agreed to release and discharge the other party and its affiliated entities together with its directors, officers, members, managers, employees and agents from and against any and all claims, demands, causes of action and other liabilities arising under or relating to the Lease and a Stipulation for Dismissal with Prejudice was filed with respect to the Lawsuit. Effective February 21, 2018, Nathan Shelton resigned as a member of the Board of Directors of the Company and well as a member of the Audit, Compensation and Nominating and Corporate Governance Committees (collectively, the “Committees”). Mr. Shelton’s resignation was not the result of any disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board. Effective February 21, 2018, the Board appointed Graham Farrar as a member of the Board and as a member of the Committees to fill the vacancies created upon the resignation of Mr. Shelton. Mr. Farrar is deemed an “independent” director as such term is defined by the rules of The Nasdaq Stock Market LLC. There are no family relationships between Mr. Farrar and any of our other officers and directors. Mr. Farrar was granted (i) 250,000 shares of the Company’s common stock and (ii) an option to purchase up to 250,000 shares of the Company’s common stock at an exercise price equal to $0.36 per share. The shares and option vested in full as of February 21, 2018. From January 1 to April 10, 2018, the Company issued an aggregate of 13,962,500 shares of its common stock recorded as to be issued on December 31, 2017. From January 1 to April 10, 2018, the Company retired an aggregate of 1,790,000 shares of its common stock recorded as to be retired on December 31, 2017. From January 1 to April 10, 2018, the Company issued an aggregate of 3,394,000 shares of its common stock for services in addition to shares issued to Messers Kyte, Farrar, Blum, and Quintero discussed above. From January 1 to April 10, 2018, the Company issued an aggregate of 95,134 shares for its common stock upon the cashless exercise of common stock options. From January 1 to April 10, 2018, the Company issued an aggregate of 7,104,765 shares of its common stock for the cashless exercise of common stock warrants. From January 1 to April 10, 2018, the Company issued an aggregate of 70,000 shares of its common stock upon the exercise of common stock warrants for net proceeds of $63,000. The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued.

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of MassRoots, Inc. and its wholly-owned operating subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation.
Use of estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include stock-based compensation, fair values relating to derivative liabilities and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Fair Value for Financial Instruments	Fair Value of Financial Instruments ASC 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 receivable, 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. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.
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. As of December 31, 2017, MassRoots was indebted to four debtor in secured convertible notes. The concentration of credit amongst these debtors make it likely they would wield significant influence over MassRoots and the disposition of assets in the event of a default.
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. Repair and maintenance costs are expensed as occurred. 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.
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, 2017 and December 31, 2016, based upon the review of the outstanding accounts receivable, the Company has determined that an allowance for doubtful accounts is not required.
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: (i) persuasive evidence of an arrangement exists; (ii) the services have been rendered and all required milestones achieved; (iii) the sales price is fixed and determinable; and (iv) collectability is reasonably assured. The Company primarily generates revenue by charging businesses to advertise on the network. The Company has the ability to target advertisements directly to a clients’ target audience, based on their location, on their mobile devices. In cases where clients sign advertising contracts for an extended period of time, the Company only realizes revenue for services provided during that quarter and defers all other revenue to future periods.
Acquisitions and Subsidiaries	Acquisitions and Subsidiaries Subsidiaries are all entities over which MassRoots has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether MassRoots controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to MassRoots. The purchase method of accounting is used to account for the acquisition of subsidiaries by MassRoots. The cost of an acquisition is measured as the fair value of the assets transferred in consideration, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the MassRoots’ share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the income statement. Inter-company transactions, balances and unrealized gains on transactions between MassRoots’ companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Advertising	Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The company charged to operations $960,239 and $985,342, as advertising for the year ended December 31, 2017 and 2016, respectively.
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.
Income Taxes	Income Taxes The Company follows ASC 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.
Convertible Instruments	Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.
Derivative Financial Instruments	Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s free-standing derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and sale of common stock, and of embedded conversion options with convertible debentures. The Company evaluated these derivatives to assess their proper classification in the balance sheet as of December 31, 2017 using the applicable classification criteria enumerated under ASC 815 Derivatives and Hedging. The Company determined that certain embedded conversion and/or exercise features do not contain fixed settlement provisions. The convertible debentures contain a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period.
Long-Lived Assets	Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an 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.
Indefinite Lived Intangibles and Goodwill Assets	Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.
Segment Reporting	Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Executive Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.
Net Income (loss) Per Common Share	Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per share under ASC 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 income (loss) per share as of December 31, 2017 and 2016 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 loss per share are as follows: December 31, 2017 December 31, 2016 Common stock issuable upon conversion of convertible debentures 6,147,059 1,081,000 Options to purchase common stock 14,377,570 14,824,158 Warrants to purchase common stock 35,187,847 15,488,056 Totals 55,712,476 31,393,214
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	Recent Accounting Pronouncements There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. Financial Accounting Standards Board (“FASB”) Accounting Standards Updates (“ASU”) 2017-04 (Topic 350), “Intangibles - Goodwill and Others” FASB ASU 2017-01 (Topic 805), “Business Combinations: Clarifying the Definition of a Business” FASB ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” “Statement of Cash Flows” FASB ASU No. 2014-09 (Topic 606), “Revenue from Contracts with Customers” “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” “Principal versus Agent Considerations (Reporting Gross versus Net)”, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” “Narrow-Scope Improvements and Practical Expedients” The Company expects to apply the guidance using the modified retrospective transition method. The Company does not expect the adoption of ASU 2014-09 to have a material impact on the Company’s financial position or results of operations but will result in additional disclosures regarding the Company’s revenue recognition policies. The Company also does not expect the adoption of ASU 2014-09 will require material or significant changes to its internal controls over financial reporting. In connection with the application of that guidance and the adoption of ASU 2014-09, the Company expects that it will expand its revenue recognition inquiries and update its questionnaires primarily to identify matters that would signal variable consideration implications under the new guidance. FASB ASU No. 2014-15, “Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern, which is included in Accounting Standards Codification (ASC) 205, Presentation of Financial Statements” - The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company has adopted this standard and included the necessary disclosures in the footnotes to our financial FASB ASU 2016-02, Leases (Topic 842) FASB ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows.

Nature of Operations and Basi22

Nature of Operations and Basis of Presentation (Tables)	12 Months Ended
	Dec. 31, 2017
Odava
Schedule of Business Acquisitions, by Acquisition	Cash (paid in December 2016) $ 60,000 2,926,830 shares of the Company’s common stock 2,883,220 Liabilities assumed 40,140 Total purchase price $ 2,983,360
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	Cash $ 2,601 Goodwill 2,004,219 Assets acquired $ 2,006,820
Business Acquisition, Pro Forma Information	Twelve months ended December 31, 2017 Twelve months ended December 31, 2016 Total revenues $ 319,242 $ 740,264 Net loss (44,389,569 ) (18,193,082 ) Basic and diluted net loss per common share $ (0.46 ) $ (0.34 )
DDDigital Inc.
Schedule of Business Acquisitions, by Acquisition	Cash (paid in December 2016) $ 60,000 2,926,830 shares of the Company’s common stock 2,883,220 Liabilities assumed 40,140 Total purchase price $ 2,983,360
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	Cash $ 8,672 Accounts receivable 3,583 Property and equipment 3,333 Goodwill 2,967,772 Assets acquired $ 2,983,360
Business Acquisition, Pro Forma Information	Twelve months ended December 31, 2017 Twelve months ended December 31, 2016 Total revenues $ 319,242 $ 740,264 Net loss (44,389,569 ) (18,193,082 ) Basic and diluted net loss per common share $ (0.46 ) $ (0.34 )

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2017
Summary Of Significant Accounting Policies Tables
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	December 31, December 31, Common stock issuable upon conversion of convertible debentures 6,147,059 1,081,000 Options to purchase common stock 14,377,570 14,824,158 Warrants to purchase common stock 35,187,847 15,488,056 Totals 55,712,476 31,393,214

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	December 31, December 31, Computers $ 55,244 $ 72,124 Office equipment 43,590 36,850 Subtotal 98,834 108,974 Less accumulated depreciation (43,688 ) (31,652 ) Property and equipment, net $ 55,146 $ 77,322

Software Costs (Tables)

Software Costs (Tables)	12 Months Ended
	Dec. 31, 2017
Software Costs Tables
Schedule of Software costs	Cash (paid in December 2016) $ 60,000 2,926,830 shares of the Company’s common stock 2,883,220 Liabilities assumed 40,140 Total purchase price $ 2,983,360 Cash $ 8,672 Accounts receivable 3,583 Property and equipment 3,333 Software 1,253,000 (1) Goodwill 1,714,772 Assets acquired $ 2,983,360 (1) The estimated useful life for Software development is assumed at 3 years. The acquisition was completed in January 2017, however the allocation of proceeds to identifiable assets was recognized during fourth quarter. Initially the recording of acquisition was as disclosed in Note 1.

Derivative Liabilities and Fa26

Derivative Liabilities and Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
Fair value of financial liabilities	December 31, Quoted Prices Significant Significant Derivative liability $ 9,493,307 $ - $ - $ 9,493,307 December 31, Quoted Prices Significant Significant Derivative liability $ 1,301,138 $ - $ - $ 1,301,138
Derivative Liabilities Assumptions Used	Balance, January 1, 2016 - Transfers in to Level 3: 2,720,375 Transfers out due to conversions and payoffs (2,001,149 ) Mark to market to December 31, 2016 581,912 Balance, December 31, 2016 $ 1,301,138 Loss on change in warrant and derivative liabilities for the year ended December 31, 2016 $ (581,912 ) Balance, January 1, 2017 $ 1,301,138 Transfers in due to issuance of liability warrants in connection with sale of common stock 1,003,870 Transfers in due to issuance of convertible notes and warrants with embedded conversion and reset options 798,431 Transfers out due to warrant exercise (610,967 ) Mark to market to December 31, 2017 7,000,835 Balance, December 31, 2017 $ 9,493,307 Loss on change in warrant liabilities for the twelve months ended December 31, 2017 $ (7,000,835 )

Warrants (Tables)

Warrants (Tables)	12 Months Ended
	Dec. 31, 2017
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 $ 0.20 17,855,500 4.69 17,855,500 0.40 10,250,000 4.84 10,250,000 0.50 936,670 2.25 936,670 0.60 50,000 2.25 50,000 0.83 100,000 3.10 100,000 0.90 5,070,002 1.63 5,070,002 1.00 372,000 0.25 372,000 1.06 146,200 0.98 146,200 3.00 407,475 0.86 407,475 35,187,847 35,187,847
Strock warrant activity	Weighted- Weighted- Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding at January 1, 2016 9,018,609 $ 0.42 2.26 $ 6,857,509 Grants 13,164,340 0.72 2.51 Exercised (6,734,893 ) 0.25 Forfeited/Cancelled - Outstanding at December 31, 2016 15,448,056 $ 0.81 2.4 $ 4,225,936 Grants 28,105,500 0.27 4.2 - Exercised (7,728,209 ) 0.68 Forfeited/Cancelled (637,500 ) 0.62 Outstanding at December 31, 2017 35,187,847 $ 0.41 2.3 $ 9,314,959 Vested and expected to vest at December 31, 2017 35,187,847 $ 0.41 2.3 $ 9,314,959 Exercisable at December 31, 2017 35,187,847 $ 0.41 2.3 $ 9,314,959

Employee Equity Incentive Pla28

Employee Equity Incentive Plans (Tables)	12 Months Ended
	Dec. 31, 2017
Employee Equity Incentive Plan Tables
Employee Equity Incentive Plan	Exercise Number of Vesting Price Options Terms $ 0.50 80,000 Immediately 0.50 100,000 Quarterly over one year 0.50 605,000 Quarterly over two years 0.81 5,000 Immediately 0.82 150,000 Quarterly over two years 0.85 150,000 Quarterly over one year 0.87 125,000 Immediately 0.89 425,000 Monthly over one year 0.89 90,000 Quarterly over two years 0.95 400,000 Quarterly over two years 0.98 24,000 Monthly over two years 1.05 50,000 Immediately 1.05 95,000 Monthly over two years 1.05 60,000 Monthly over one year 1.06 60,000 Monthly over one year 1.07 110,000 Monthly over one year 1.07 325,000 Monthly over two years 0.83 2,854,000
Employee stock option activity	Exercise Number of Remaining Life Number of Price Options In Years Options Exerciseable $ 0.10 1,056,786 6.43 1,056,786 $ 0.50 689,631 7.74 689,631 $ 0.51 - 0.75 2,076,779 8.69 1,996,779 $ 0.76 - 1.00 9,926,072 8.70 9,233,070 $ 1.01 - 2.00 629,164 8.61 629,164 14,378,432 13,605,430
Fair value of granted options	Weighted- Weighted- Average Average Remaining Aggregate Shares Exercise Contractual Intrinsic Outstanding at December 31, 2015 5,625,000 $ 0.59 9.30 Grants 9,958,031 0.78 9.84 Exercised (636,780 ) 0.50 8.80 Forfeiture/Cancelled (122,093 ) 0.55 8.80 Outstanding at December 31, 2016 14,824,158 $ 0.52 9.37 $ 4,566,717 Grants 2,854,000 0.50 9.60 - Exercised (436,011 ) 0.16 8.80 Forfeiture/Canceled (2,863,715 ) $ 0.73 8.80 - Outstanding at December 31, 2017 14,378,432 $ 0.76 8.48 $ 771,359 Exercisable at December 31, 2017 13,605,430 $ 0.76 8.50 $ 646,109

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Taxes Tables
Income Taxes	2017 2016 Non-Current deferred tax asset: Net operating loss carry-forwards 11,090,000 4,946,000 Valuation allowance (11,090,000 ) (4,946,000 ) Net non-current deferred tax asset - -

Nature of Operations and Basi30

Nature of Operations and Basis of Presentation (Details) - Schedule of Business Acquisitions, by Acquisition	12 Months Ended
	Dec. 31, 2017USD ($)
Odava
Cash (paid in December 2016)	$ 40,570
Liabilities assumed
Shares of the Company's common stock	1,966,250
Total purchase price	2,006,820
DDDigital Inc.
Cash (paid in December 2016)	60,000
Liabilities assumed	40,140
Shares of the Company's common stock	2,883,220
Total purchase price	$ 2,983,360

Nature of Operations and Basi31

Nature of Operations and Basis of Presentation (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities	Dec. 31, 2017USD ($)
Odava
Cash	$ 2,601
Accounts receivable
Property and equipment
Goodwill	2,004,219
Assets acquired	2,006,820
DDDigital Inc.
Cash	8,672
Accounts receivable	3,583
Property and equipment	3,333
Goodwill	2,967,772
Assets acquired	$ 2,983,360

Nature of Operations and Basi32

Nature of Operations and Basis of Presentation (Details) - Business Acquisition, Pro Forma Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Odava
Total revenues	$ 319,242	$ 701,581
Net loss	$ (44,405,275)	$ (18,030,668)
Basic and diluted net loss per common share (in Dollars per share)	$ (.46)	$ (0.34)
DDDigital Inc.
Total revenues	$ 319,242	$ 740,264
Net loss	$ (44,389,569)	$ (18,193,082)
Basic and diluted net loss per common share (in Dollars per share)	$ (.46)	$ (0.34)

Summary of Significant Accoun33

Summary of Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Summary Of Significant Accounting Policies Details
Common stock issuable upon conversion of convertible debentures	$ 6,147,059	$ 1,081,000
Options to purchase common stock	14,377,570	14,824,158
Warrants to purchase common stock	35,187,847	15,488,056
Totals	$ 55,712,476	$ 31,393,214

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Property and equipment, gross	$ 98,834	$ 108,974
Less: Accumulated depreciation	(43,688)	(31,652)
Property and equipment, net	55,146	77,322
Office Equipment
Property and equipment, gross	43,590	36,850
Computers
Property and equipment, gross	$ 55,244	$ 72,124

Derivative Liabilities and Fa35

Derivative Liabilities and Fair Value Measurements (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Derivative liability	$ 9,493,307	$ 1,301,138
Significant Unobservable Inputs (Level 3)
Derivative liability	9,493,307	1,301,138
Significant Other Observable Inputs (Level 2)
Derivative liability
Quoted Prices in Active Markets for Identical Assets (Leve1)
Derivative liability

Derivative Liabilities And Fa36

Derivative Liabilities And Fair Value Measurements (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Notes to Financial Statements
Beginning Balance	$ 1,301,138
Transfers	1,191,334	719,226
Mark-to-market	7,000,835	581,912
Ending Balance	$ 9,493,307	$ 1,301,138

Warrants (Details)

Warrants (Details)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Number of Warrant, Outstanding	35,187,847
Shares Under warrants, Exercisable	35,187,847
Warrant 4 [Member]
Remaining Life in Years, Outstanding	2 years 2 months 30 days
Warrant 5 [Member]
Exercise Price per share, Outstanding | $ / shares	$ 0.83
Number of Warrant, Outstanding	100,000
Remaining Life in Years, Outstanding	3 years 1 month 6 days
Shares Under warrants, Exercisable	100,000
Warrant 6 [Member]
Exercise Price per share, Outstanding | $ / shares	$ 0.9
Number of Warrant, Outstanding	5,070,002
Remaining Life in Years, Outstanding	1 year 7 months 17 days
Shares Under warrants, Exercisable	5,070,002
Warrant 7 [Member]
Exercise Price per share, Outstanding | $ / shares	$ 1
Number of Warrant, Outstanding	372,000
Remaining Life in Years, Outstanding	2 months 30 days
Shares Under warrants, Exercisable	372,000
Warrant 1 [Member]
Exercise Price per share, Outstanding | $ / shares	$ 0.2
Number of Warrant, Outstanding	17,855,500
Remaining Life in Years, Outstanding	4 years 8 months 9 days
Shares Under warrants, Exercisable	17,855,500
Warrant 2 [Member]
Exercise Price per share, Outstanding | $ / shares	$ 0.4
Number of Warrant, Outstanding	10,250,000
Remaining Life in Years, Outstanding	4 years 10 months 3 days
Shares Under warrants, Exercisable	10,250,000
Warrant 3 [Member]
Exercise Price per share, Outstanding | $ / shares	$ 0.5
Number of Warrant, Outstanding	936,670
Remaining Life in Years, Outstanding	2 years 2 months 30 days
Shares Under warrants, Exercisable	936,670
Warrant 8 [Member]
Exercise Price per share, Outstanding | $ / shares	$ 1.06
Number of Warrant, Outstanding	146,200
Remaining Life in Years, Outstanding	11 months 23 days
Shares Under warrants, Exercisable	146,200
Warrant 9 [Member]
Number of Warrant, Outstanding	407,475
Remaining Life in Years, Outstanding	10 months 10 days
Shares Under warrants, Exercisable	407,475
Warrant 4 [Member]
Exercise Price per share, Outstanding | $ / shares	$ 0.6
Number of Warrant, Outstanding	50,000
Shares Under warrants, Exercisable	50,000

Warrants (Details 1)

Warrants (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Warrants-Number of Shares
Balance at January 1	15,448,056	9,018,609
Granted		13,164,340
Exercised		(6,734,893)
Cancelled
Balance at December 31		15,448,056
Warrants Outstanding-Weighted Average Exercise Price
Balance at January 1	$ 0.27	$ 0.72
Granted		0.25
Cancelled		0.81
Balance at December 31		$ 0.27
Exercisable December 31, Shares		0.68
Exercisable December 31, Exercise Price		$ 0.62
Weighted Average Remaining Contractual Term		2 years 3 months 19 days
Warrants
Warrants-Number of Shares
Balance at January 1	15,448,056
Granted	28,105,500
Exercised	(7,388,730)
Cancelled	(976,999)
Balance at December 31	35,187,847	15,448,056
Warrants Outstanding-Weighted Average Exercise Price
Balance at January 1	$ 0.81
Granted	0.27
Exercised	0.68
Cancelled	0.62
Balance at December 31	$ 0.41	$ 0.81
Exercisable December 31, Shares	35,187,847
Exercisable December 31, Exercise Price	$ 0.41
Weighted Average Remaining Contractual Term	2 years 3 months 19 days

Employee Equity Incentive Pla39

Employee Equity Incentive Plans (Details)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Number of Options, Outstanding	35,187,847
Options, Exercisable	35,187,847
Option 2
Exercise Price per Option, Outstanding | $ / shares	$ 0.5
Number of Options, Outstanding	689,631
Remaining Life in Years, Outstanding	8 years
Options, Exercisable	689,631
Option 3
Exercise Price per Option, Outstanding | $ / shares	$ .75
Number of Options, Outstanding	2,076,779
Remaining Life in Years, Outstanding	9 years
Options, Exercisable	1,996,779
Option 4
Exercise Price per Option, Outstanding | $ / shares	$ 1
Number of Options, Outstanding	9,926,072
Remaining Life in Years, Outstanding	9 years
Options, Exercisable	9,233,070
Option 5
Exercise Price per Option, Outstanding | $ / shares	$ 2
Number of Options, Outstanding	629,164
Remaining Life in Years, Outstanding	9 years
Options, Exercisable	629,164
Option 1
Exercise Price per Option, Outstanding | $ / shares	$ 0.1
Number of Options, Outstanding	1,056,786
Remaining Life in Years, Outstanding	6 years 5 months 5 days
Options, Exercisable	1,056,786
Stock Options
Number of Options, Outstanding	14,378,432
Options, Exercisable	13,605,430

Employee Equity Incentive Pla40

Employee Equity Incentive Plans (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Options Outstanding-Number of Shares
Balance at January 1	15,448,056	9,018,609
Granted		13,164,340
Exercised		(6,734,893)
Cancelled
Balance at December 31		15,448,056
Options Outstanding-Weighted Average Exercise Price
Balance at January 1	$ 0.27	$ 0.72
Granted		0.25
Cancelled		0.81
Balance at December 31		$ 0.27
Balance as of December 31		2 years 3 months 19 days
Employee Stock Options
Options Outstanding-Number of Shares
Balance at January 1	14,824,158	5,625,000
Granted	2,854,000	9,958,031
Exercised	(436,011)	(636,780)
Cancelled	(2,863,715)	(122,093)
Balance at December 31	14,378,432	14,824,158
Options Outstanding-Weighted Average Exercise Price
Balance at January 1	$ 0.52	$ 0.59
Granted	0.5	0.78
Exercised	0.16	0.5
Cancelled	0.73	0.55
Balance at December 31	$ 0.76	$ 0.52
Balance as of December 31	8 years 5 months 23 days	8 years 6 months
Exercisable at December 31	8 years 6 months	8 years 6 months

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Non-Current deferred tax asset:
Net operating loss carry-forwards	$ 11,090,000	$ 4,946,000
Valuation allowance	(11,090,000)	(4,946,000)
Net non-current deferred tax asset