UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from ___________to ____________ Commission File Number 000-55431 GREENWAVE TECHNOLOGY SOLUTIONS, INC. (f/k/a MassRoots, Inc.) (Exact name of business as specified in its charter) | Delaware | 4 ...

Part I [Business](index=5&type=section&id=Item%201.%20Business) The company transformed its business in 2021, acquiring Empire Services to pivot from social media to operating 11 scrap metal recycling facilities - In October 2021, the company changed its name to Greenwave Technology Solutions, Inc. and divested social media assets, pivoting its business focus[20](index=20&type=chunk)[22](index=22&type=chunk) - The company acquired Empire Services, Inc. on September 30, 2021, transitioning into the scrap metal industry with **11 facilities** in Virginia and North Carolina[22](index=22&type=chunk)[31](index=31&type=chunk) - A primary business strategy is to open a new facility with rail or deep-water port access to enhance transportation efficiency and expand the customer base[26](index=26&type=chunk) - The company implemented new technology in 2021, including a cloud-based ERP system and a junk car buying platform, to streamline operations and improve customer acquisition[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - In November 2021, the company raised **$27.6 million** in aggregate proceeds through a placement of secured convertible promissory notes with a principal amount of **$37.7 million**[52](index=52&type=chunk) [Risk Factors](index=9&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including market cyclicality, customer concentration, going concern doubts, internal control weaknesses, and stock volatility - The business is highly sensitive to the cyclical nature of the scrap metal industry and general economic conditions, which can adversely affect operating results[60](index=60&type=chunk)[68](index=68&type=chunk) - The company has substantial customer concentration, with a single customer accounting for **83% of its revenue** in fiscal 2021[93](index=93&type=chunk) - The independent registered accounting firm has expressed substantial doubt about the company's ability to continue as a **going concern** due to historical losses and the need for additional financing[99](index=99&type=chunk) - Material weaknesses in internal control over financial reporting were identified, primarily due to a lack of sufficient segregation of duties, which could impair financial condition if not remediated[100](index=100&type=chunk) - As of March 30, 2022, company management beneficially owned approximately **50.67% of the outstanding common stock**, giving them significant control over stockholder matters[125](index=125&type=chunk) - The company's common stock is quoted on the OTC Pink market and could be subject to penny stock rules, which may reduce trading activity and make it difficult for stockholders to sell shares[116](index=116&type=chunk)[119](index=119&type=chunk) [Unresolved Staff Comments](index=22&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[139](index=139&type=chunk) [Properties](index=22&type=section&id=Item%202.%20Properties) The company leases all 11 scrap yard facilities from an entity owned by its CEO, with primary leases expiring January 1, 2024 - The company leases all **11 of its scrap yards** from DWM Properties, LLC, an entity owned by its Chairman and Chief Executive Officer, Danny Meeks[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk) - The primary property leases expire on **January 1, 2024**, with options for the company to extend[140](index=140&type=chunk)[141](index=141&type=chunk)[145](index=145&type=chunk) - The company does not own any properties or land and believes its current leased facilities are adequate for its needs[155](index=155&type=chunk) [Legal Proceedings](index=23&type=section&id=Item%203.%20Legal%20Proceedings) The company settled a legal dispute with former counsel over unpaid fees and resolved a significant arbitration demand from Iroquois Master Fund - A dispute with former counsel over unpaid legal fees of **$487,391** resulted in a judgment against the company, settled in September 2021 with monthly payments until February 2023[156](index=156&type=chunk)[157](index=157&type=chunk) - A significant arbitration demand from Iroquois Master Fund, seeking damages of at least **$12 million**, was settled on September 30, 2021, involving a **$1 million payment** and Series Z Preferred Stock issuance[389](index=389&type=chunk)[392](index=392&type=chunk) [Mine Safety Disclosures](index=23&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[160](index=160&type=chunk) Part II [Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=24&type=section&id=Item%205.%20Market%20for%20the%20Registrant%27s%20Common%20Stock%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock is quoted on the OTC Pink Tier under "GWAV," with no dividends paid or anticipated, and 131 stockholders of record as of April 7, 2022 - The company's common stock is quoted on the OTC Pink Tier of the OTC Markets under the symbol **"GWAV"** as of March 25, 2022[162](index=162&type=chunk) Quarterly Stock Prices | Period | High Price ($) | Low Price ($) | | :--- | :--- | :--- | | **2022** | | | | First Quarter | 14.10 | 3.35 | | **2021** | | | | First Quarter | 17.10 | 1.83 | | Second Quarter | 26.37 | 5.25 | | Third Quarter | 17.49 | 8.40 | | Fourth Quarter | 19.20 | 11.40 | | **2020** | | | | First Quarter | 2.55 | 0.45 | | Second Quarter | 2.07 | 0.30 | | Third Quarter | 1.56 | 0.45 | | Fourth Quarter | 2.52 | 0.48 | - The company has never declared or paid dividends and does not anticipate doing so in the foreseeable future, retaining earnings for business growth[167](index=167&type=chunk) [Reserved](index=25&type=section&id=Item%206.%20Reserved) This item is intentionally left blank - This item is reserved[170](index=170&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Following the Empire acquisition, 2021 revenues surged to **$8.1 million**, resulting in a **$2.8 million** net income primarily from a non-cash gain, despite increased operating losses and ongoing liquidity concerns Comparison of Fiscal Years 2021 and 2020 | Metric | 2021 ($) | 2020 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenues | 8,098,036 | 6,964 | 8,091,072 | 116,184% | | Gross Profit | 2,859,554 | 5,681 | 2,853,873 | 50,235% | | Loss from Operations | (2,927,564) | (1,160,211) | (1,767,353) | 152.33% | | Net Income (Loss) Applicable to Common Stockholders | 2,776,027 | (111,623,487) | 114,399,514 | (102.49)% | - The dramatic increase in revenue and gross profit in 2021 is directly attributable to the acquisition of Empire and the shift to scrap metal operations[186](index=186&type=chunk)[187](index=187&type=chunk) - Operating expenses increased by **$4.6 million** to **$5.8 million** in 2021, primarily due to higher payroll, rent, and hauling costs associated with expanded operations[188](index=188&type=chunk)[189](index=189&type=chunk) - The company had cash of **$2,958,293** as of December 31, 2021, with net cash used in operating activities of **$2,487,213** and net cash provided by financing activities of **$5,521,687**[194](index=194&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - The company has **$37.7 million** in principal of senior secured convertible debt maturing on May 30, 2022, which it expects will be converted into common stock[200](index=200&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company," Greenwave is exempt from providing disclosures under this item - The company is a "smaller reporting company" and is not required to provide the information for this item[221](index=221&type=chunk) [Financial Statements and Supplementary Data](index=32&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The company's consolidated financial statements and supplementary data are included in the report, beginning on page F-1 - The consolidated financial statements required by this item are included in the appendix to the Annual Report, starting on **page F-1**[222](index=222&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=32&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting principles or financial disclosure - None[223](index=223&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of December 31, 2021, due to material weaknesses in internal control over financial reporting, with remediation dependent on future financing - Management concluded that disclosure controls and procedures were not effective as of **December 31, 2021**[225](index=225&type=chunk) - A **material weakness** in internal control over financial reporting was identified, stemming from inadequate segregation of duties and insufficient review of accounting matters[225](index=225&type=chunk)[229](index=229&type=chunk) - Remediation plans include appointing additional qualified personnel, but these efforts are dependent on securing additional financing or generating significant revenue[230](index=230&type=chunk) [Other Information](index=34&type=section&id=Item%209B.%20Other%20Information) There is no other information to report in this section - None[237](index=237&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=34&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This disclosure is not applicable to the company - None[238](index=238&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=34&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Required information is incorporated by reference from the company's Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders - Required information is incorporated by reference from the company's Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders[240](index=240&type=chunk) [Executive Compensation](index=35&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation information is incorporated by reference from the company's 2022 Definitive Proxy Statement - Required information is incorporated by reference from the company's Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders[242](index=242&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=35&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership details are incorporated by reference from the company's 2022 Definitive Proxy Statement - Required information is incorporated by reference from the company's Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders[243](index=243&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=35&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Related party transactions and director independence information is incorporated by reference from the company's 2022 Definitive Proxy Statement - Required information is incorporated by reference from the company's Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders[244](index=244&type=chunk) [Principal Accountant Fees and Services](index=35&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Principal accountant fees and services information is incorporated by reference from the company's 2022 Definitive Proxy Statement - Required information is incorporated by reference from the company's Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders[245](index=245&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=35&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Annual Report, including financial statements starting on page F-1 and a comprehensive list of exhibits - The report includes an index of financial statements starting on **page F-1**[247](index=247&type=chunk)[248](index=248&type=chunk) - A detailed list of exhibits filed with the report is provided, including merger agreements, debt instruments, and equity incentive plans[251](index=251&type=chunk) - No financial statement schedules have been submitted because they are not required or applicable[250](index=250&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=40&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report expresses substantial doubt about the company's **going concern** ability and identifies intangible asset valuation from the Empire acquisition as a Critical Audit Matter - The auditor's report includes a **"Going Concern"** paragraph, highlighting substantial doubt about the company's ability to continue due to accumulated deficit and expected future losses[261](index=261&type=chunk) - A **Critical Audit Matter** was identified concerning the accounting for the Empire business combination, specifically the valuation of intangible assets, which involved complex and subjective judgments[267](index=267&type=chunk)[268](index=268&type=chunk) [Consolidated Financial Statements](index=42&type=section&id=Consolidated%20Financial%20Statements) The 2021 consolidated financial statements reflect a significant transformation, showing **$38.2 million** in assets, a **$23.3 million** stockholders' deficit, **$8.1 million** in revenues, and a **$2.8 million** net income Consolidated Balance Sheet Highlights (as of December 31, 2021) | Account | Amount ($) | | :--- | :--- | | Total Current Assets | 3,339,295 | | Total Assets | 38,177,570 | | Total Current Liabilities | 59,470,149 | | Total Liabilities | 61,525,632 | | Total Stockholders' Deficit | (23,348,062) | Consolidated Statement of Operations Highlights (for the year ended December 31, 2021) | Account | Amount ($) | | :--- | :--- | | Revenues | 8,098,036 | | Gross Profit | 2,859,554 | | Loss From Operations | (2,927,564) | | Net Income Available to Common Stockholders | 2,776,027 | [Notes to Consolidated Financial Statements](index=48&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail a **going concern** warning due to a **$56.1 million** working capital deficit, the **$23.1 million** Empire acquisition, **$37.7 million** in convertible debt, related-party leases, and **83%** revenue concentration from one customer - Note 2 (Going Concern): As of December 31, 2021, the company had a working capital deficit of **$56.1 million** and an accumulated deficit of **$298.4 million**, raising substantial doubt about its ability to continue as a **going concern**[285](index=285&type=chunk) - Note 4 (Acquisition of Empire): The acquisition was valued at **$23.1 million**, with purchase price allocated to Licenses (**$21.3 million**), Intellectual Property (**$3.0 million**), Customer Base (**$2.2 million**), and Goodwill (**$2.5 million**)[342](index=342&type=chunk)[348](index=348&type=chunk) - Note 10 (Convertible Notes Payable): The company has senior secured convertible notes with a principal balance of **$37.7 million** as of December 31, 2021, which mature in 2022[406](index=406&type=chunk)[411](index=411&type=chunk) - Note 16 (Concentrations of Revenue): For fiscal year 2021, one customer accounted for approximately **83% of the company's revenue**[488](index=488&type=chunk) - Note 18 (Related Party Transactions): The company leases **11 scrap yard facilities** from an entity controlled by its CEO, paying **$477,140** in rent to this entity in 2021[501](index=501&type=chunk) - Note 20 (Subsequent Events): The company effectuated a **1-for-300 reverse stock split** on February 28, 2022[509](index=509&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) MassRoots, Inc. reported a **net income of $17.3 million** for the nine months ended September 30, 2021, driven by a large gain on convertible notes, but faces significant going concern doubts Condensed Consolidated Balance Sheet Data | Indicator | September 30, 2021 (unaudited) ($) | December 31, 2020 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,082 | $1,485 | | Total Current Assets | $1,082 | $98,617 | | Total Assets | $1,082 | $98,617 | | **Liabilities & Stockholders' Deficit** | | | | Total Current Liabilities | $17,515,912 | $37,722,469 | | Total Liabilities | $17,644,769 | $37,832,469 | | Total Stockholders' Deficit | $(17,643,687) | $(37,733,852) | Condensed Consolidated Statements of Operations Data | Indicator | Nine Months Ended Sep 30, 2021 ($) | Nine Months Ended Sep 30, 2020 ($) | | :--- | :--- | :--- | | Revenues | $1,660 | $2,316 | | Loss From Operations | $(1,196,292) | $(694,041) | | Gain on settlement of convertible notes, etc. | $179,272,324 | $0 | | Net Income (Loss) | $17,267,348 | $(47,402,959) | | Net Income (Loss) Available to Common Stockholders | $(17,531,575) | $(142,405,892) | - The company had cash of **$1,082** and a working capital deficit of **$17.5 million** as of September 30, 2021, which raises substantial doubt about its ability to continue as a going concern[29](index=29&type=chunk) - Subsequent to the quarter end, on October 1, 2021, the company acquired Empire Services, Inc. for consideration including **495 million shares** of common stock, a **$1 million cash repayment**, and a **$3.7 million promissory note**[169](index=169&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion highlights a strategic shift to metal recycling, with revenues decreasing and operating expenses increasing, resulting in a **$1.2 million loss from operations** and significant going concern uncertainty - The company's primary focus has shifted to expanding the metal recycling facilities of its newly acquired subsidiary, Empire Services, Inc., and using technology to improve efficiency[172](index=172&type=chunk) Results of Operations Comparison (Nine Months Ended Sep 30) | Metric | 2021 ($) | 2020 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $1,660 | $2,316 | $(656) | (28.32%) | | Operating Expenses | $1,196,292 | $696,357 | $502,251 | 72.37% | | Loss from Operations | $(1,196,292) | $(694,041) | $(502,251) | 72.37% | | Net Income (Loss) Available to Common Stockholders | $(17,531,575) | $(142,405,892) | $124,874,317 | (87.69%) | - The increase in operating expenses for the nine months ended Sep 30, 2021 was primarily due to a **$0.54 million** increase in general and administrative expenses, attributed to higher travel and legal costs[183](index=183&type=chunk) - The significant improvement in Net Income (Loss) Available to Common Stockholders was mainly due to a **$179.3 million gain** on settlement of convertible notes and warrants and a reduction in deemed dividends[185](index=185&type=chunk)[186](index=186&type=chunk) - The company's ability to continue operations is dependent on obtaining additional capital through equity or debt financing, as it has experienced net losses and negative cash flows from operations since inception[190](index=190&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company," MassRoots, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is not required to provide quantitative and qualitative disclosures about market risks as it qualifies as a "smaller reporting company"[196](index=196&type=chunk) [Controls and Procedures](index=35&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were **not effective** as of September 30, 2021, due to material weaknesses like lack of segregation of duties, with remediation plans underway - The CEO and CFO concluded that the company's disclosure controls and procedures were **not effective** as of September 30, 2021[198](index=198&type=chunk) - Identified control deficiencies include a lack of segregation of duties and an inadequate process for reviewing accounting and financial reporting matters[199](index=199&type=chunk) - No changes were made to the company's internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[202](index=202&type=chunk) [PART II. OTHER INFORMATION](index=36&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=36&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is involved in several legal matters, including settlements with Power Up Lending Group, Sheppard Mullin, and Iroquois Master Fund, as detailed in Note 8 - The company settled a lawsuit with Power Up Lending Group for **$150,000** in April 2021[85](index=85&type=chunk) - An arbitration award of **$459,251** for unpaid legal fees to Sheppard Mullin was settled in September 2021 for an aggregate of **$275,000** to be paid in installments[86](index=86&type=chunk)[87](index=87&type=chunk) - The company settled a dispute with Iroquois Master Fund on September 30, 2021, by agreeing to pay **$1 million** and issue Series Z Preferred Stock convertible into **9.99%** of outstanding common stock[94](index=94&type=chunk) [Risk Factors](index=36&type=section&id=ITEM%201A.%20Risk%20Factors) As a "smaller reporting company," MassRoots, Inc. is not required to provide risk factor disclosures in this 10-Q report - The company is not required to provide risk factor information in this report as it is a "smaller reporting company"[206](index=206&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities were reported during the period - None reported for the period[207](index=207&type=chunk) [Defaults Upon Senior Securities](index=36&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company is in default on its convertible promissory notes due to insufficient authorized shares for conversion, triggering default interest rates and derivative liability accounting for **$3.06 million** in principal - The company is in default on its convertible notes due to an insufficient number of authorized shares to satisfy all potential conversions[208](index=208&type=chunk) - As of September 30, 2021, the principal amount of convertible notes in default is **$3,063,970**[208](index=208&type=chunk) [Other Information](index=36&type=section&id=ITEM%205.%20Other%20Information) No other information was reported for this item - None[210](index=210&type=chunk) [Exhibits](index=37&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed with the report, including the Merger Agreement, preferred stock certificates, settlement agreements, and officer certifications

OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from ___________to ____________ Commission File Number 000-55431 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended June 30, 2021 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a sma ...

Financial Performance - For the three months ended March 31, 2021, the company generated revenues of $1,527, an increase from $0 in the same period in 2020, primarily due to the relaunch of product placements on social media channels [157]. - Operating expenses for the three months ended March 31, 2021, were $303,275, an increase of 43.51% from $211,328 in the same period in 2020, driven by higher advertising and general administrative expenses [159]. - The company incurred a loss from operations of $301,748 for the three months ended March 31, 2021, compared to a loss of $211,328 in the same period in 2020, reflecting an increase of 42.79% [160]. - Net income (loss) available to common stockholders for the three months ended March 31, 2021, was a loss of $47,193,938, a significant improvement from a loss of $126,955,829 in the same period in 2020, representing a 62.83% reduction in losses [162]. Cash Flow and Liquidity - As of March 31, 2021, the company had cash of $204 and a working capital deficit of $63,249,469, raising substantial doubt about its ability to continue as a going concern [165]. - Net cash used in operations for the three months ended March 31, 2021, was $225,541, an increase from $109,352 in the same period in 2020, primarily due to a decrease in accounts payable [163]. - Net cash provided by financing activities for the three months ended March 31, 2021, was $224,260, compared to $109,082 in the same period in 2020, mainly from the issuance of preferred shares and non-convertible notes [164]. - The company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future, relying on additional capital to sustain operations [165]. Strategic Initiatives - The company plans to monetize its social media accounts, including a YouTube channel with 273,000 subscribers and an Instagram account with 378,000 followers, through product placements and sponsorships [152]. - The company is exploring strategic opportunities, including a letter of intent to acquire Empire Services, Inc., while discontinuing earlier acquisition plans with Herbfluence, Inc. [153].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission File Number: 000-55431 MASSROOTS, INC. Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Sectio ...

Financial Performance - For the three months ended September 30, 2020, the company generated revenues of $2,316, a 154.7% increase from $909 in the same period in 2019, primarily due to the relaunch of product placements on its YouTube channel [142][143]. - Operating expenses for the three months ended September 30, 2020, were $208,238, down 81.4% from $1,122,617 in the same period in 2019, mainly due to reduced payroll and related expenses [142][144]. - The company reported a net income of $64,679,222 for the three months ended September 30, 2020, compared to a net loss of $23,550,345 in the same period in 2019, marking an increase of $88,229,567 [142][148]. - For the nine months ended September 30, 2020, revenues decreased to $2,316 from $23,658 in the same period in 2019, a decline of 90.2% due to service interruptions [149][150]. - Operating expenses for the nine months ended September 30, 2020, were $696,357, a decrease of 75.9% from $2,884,121 in the same period in 2019, attributed to lower stock-based compensation and payroll expenses [149][151]. - The company incurred a net loss of $142,405,892 for the nine months ended September 30, 2020, compared to a net loss of $94,457,638 in the same period in 2019, an increase of $47,948,254 [149][155]. Cash Flow and Financing - Net cash used in operations for the nine months ended September 30, 2020, was $717,062, a decrease of $672,150 from $1,389,212 in the same period in 2019 [156]. - Net cash provided by financing activities for the nine months ended September 30, 2020, was $716,592, a decrease from $1,271,300 in the same period of 2019 [158]. - As of September 30, 2020, the company had cash of $650 and a working capital deficit of $83,791,130 [159]. - Net cash used in operating activities during the nine months ended September 30, 2020, was $717,062, indicating ongoing negative cash flows from operations [159]. - The company has no committed source of financing and may need to consider additional financing options to support its operations and development plans [141]. - Management plans to obtain funding from new and current investors to alleviate the working capital deficiency and implement a revenue generation plan [160]. - The company’s ability to continue operations is dependent on obtaining additional capital through public or private equity offerings or debt financings [159]. - The company has contractual obligations that may require additional funds through equity or debt financings if operational funds are insufficient [164]. Operational Challenges - The company has experienced net losses since inception and expects these conditions to continue for the foreseeable future [159]. - The financial statements have been prepared under the assumption of the company continuing as a going concern for one year from the issuance date [161]. - The outcome of the company's plans to generate revenues cannot be determined with certainty [160]. - There are no off-balance sheet arrangements as of September 30, 2020 [162]. Audience and Monetization - The company has 920,000 opt-in email subscribers and over 265,000 subscribers on its YouTube channel, indicating a strong audience base for monetization efforts [132]. - The company is focusing on monetizing its existing media channels through product placements, display ads, and daily deals [134][135].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from ___________to ____________ Commission File Number 000-55431 | Delaware | 46-2612944 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission File Number: 000-55431 MASSROOTS, INC. (Exact name of registrant as specified in its charter) | Delaware | 46-2612944 | | --- | --- | | (State o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from ___________to ____________ Commission File Number 000-55431 MASSROOTS, INC. (Exact name of business as specified in its charter) As of February 19, 2020, there were 463,046,405 shares ...