UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 000-55431

NOTIFICATION OF LATE FILING

☐ Form 10-K                       ☐ Form 11-K                       ☐ Form 20-F               ☒ Form 10-Q                       ☐ Form N-SAR

For Period Ended: June 30, 2020

☐ Transition Report on Form 10-K                        ☐ Transition Report on Form 10-Q

☐ Transition Report on Form 20-F                         ☐ Transition Report on Form N-SAR

For the Transition Period Ended: _______________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: _____________________________________________________________________________________________

PART I

REGISTRANT INFORMATION

Full name of registrant	MassRoots, Inc.
Former name if applicable
Address of principal executive office	1560 Broadway, Office 17-105
City, state and zip code	Denver, CO 80202

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report or portion thereof could not be filed within the prescribed time period.

The compilation, dissemination and review of the information required to be presented in the Form 10-Q for the quarter ended June 30, 2020 has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the registrant.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Isaac Dietrich	(720)	240-9546
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☐ Yes       ☒ No

Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes       ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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MassRoots, Inc.

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 17, 2020	/s/ Isaac Dietrich
	By: Isaac Dietrich
	Title: Chief Executive Officer

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