SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LEIGHTON DOUGLAS

(Last)

(First)

(Middle)

312 STUART ST

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2015

3. Issuer Name and Ticker or Trading Symbol
MassRoots, Inc. [ MASS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001	923,371	D
Common Stock, par value $0.001	1,846,398	I	Held by Bass Point Capital⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertable Debentures	03/24/2014	03/24/2016⁽²⁾	Common Stock, par value $0.001	1,091,000	$0.1	I	Held of Record by Dutchess Opportunity Fund II, LP⁽³⁾
Convertable Debentures	03/24/2014	03/24/2016	Common Stock, par value $0.001	500,000	$0.1	I	Hled of record by Azure Capital⁽⁴⁾
Warrant	03/24/2014	03/24/2016	Common Stock, par value $0.001	4,050,000	$0.001	I	Held of Record by Dutchess Opportunity Fund II, LP⁽³⁾
Common Stock, par value $0.001	03/24/2014	03/24/2016	Common Stock, par value $0.001	2,920,500	$0.4	I	Held of Record by Dutchess Opportunity Fund II, LP⁽³⁾
Warrant	03/24/2014	03/24/2016	Common Stock, par value $0.001	250,000	$0.4	I	Held of record by Azure Capital⁽⁴⁾

Explanation of Responses:

1. 1,846,398 shares of our common stock held of record by Bass Point Capital, LLC (of which Mr. Leighton, as Managing Member, has sole voting power and dispositive control);

2. Automatically convert to shares as of this date.

3. Mr. Leighton and Michael Novelli, as Managing Members, have shared voting power and dispositive control of the Fund.

4. Mr. Leighton, as Managing Partner, has sole voting power and dispositive control.

	Douglas Leighton	03/02/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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