NOTE 11 - SUBSEQUENT EVENTS	6 Months Ended
Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events [Text Block]	NOTE 11 – SUBSEQUENT EVENTS Acquisition of Odava, Inc. On July 5, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MassRoots Compliance Technology, Inc., a wholly-owned subsidiary of the Company (“Merger Subsidiary”), Odava, Inc., a Delaware corporation (“Odava”), and Scott Kveton, an individual acting solely in his capacity as a stockholder representative (“Stockholder Representative”). Pursuant to the Merger Agreement, Merger Subsidiary will be merged with and into Odava, whereby the separate corporate existence of Merger Subsidiary will cease and Odava will survive (the “Surviving Entity”) as a wholly-owned subsidiary of MassRoots (the “Merger”). On July 13, 2017 (the “Effective Date”), the Merger was completed and 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 Title 8, Section 251(c) of the Delaware General Corporation Law. A copy of the certificate of merger is filed as Exhibit 3.1 hereto, and is hereby incorporated by reference into this Item 2.01. Pursuant to the terms of the Merger Agreement, each share of Odava’s common stock was to be exchanged for a number of shares of MassRoots’ Common Stock (or a fraction thereof), based on an exchange ratio, as ultimately calculated, 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 Effective Date, the Company issued 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. At the same time, shares of the common stock of Merger Subsidiary were converted into and exchanged for one share of common stock of Odava held by the Company, and all shares of Odava common stock outstanding immediately prior to the Effective Date automatically cancelled and retired. Odava continued as a surviving wholly-owned subsidiary of Massroots, and Merger Subsidiary ceased to exist. In addition, the Company issued 2,600,000 shares of common stock to the founders of Odava in connection with the acquisition Also pursuant to the terms of the Merger Agreement, MassRoots paid cash consideration of $30,000 to Scott Kveton and $5,000 to Steven Osborn, as repayment of outstanding debts at closing owed by Odava to the individuals. As a condition to the closing of the Merger, the Company hired Scott Kveton as its new Director of Business Development, and Steven Osborn as its Principal Architect. Sale of common stock and warrants In July 2017, the Company conducted an offering (the “Offering”) consisting of up to $2,000,000 of our shares of common stock, priced at $0.50 per share, and five-year warrants to purchase shares of common stock in an amount equal to one hundred percent (100%) of the number of shares of Common Stock so purchased by the subscriber, with an exercise price of $0.65 per share (the “Warrants”, together with the shares of Common Stock subscribed for, the “Securities”). The Offering will consist of one or more closings, with the last closing occurring on July 21, 2017. The Securities have been offered pursuant to subscription agreements with each subscriber (the “Subscription Agreement”). In addition to other customary terms, the Subscription Agreements provide that the Company will file a registration statement to register the shares of Common Stock sold in the Offering (the “Registration Statement”), including the shares of Common Stock underlying the Warrants, within 30 days of the final closing of the Offering. The warrants are exercisable for five years from the date of issuance, include an option by which the holder may exercise the Warrant by means of a cashless exercise until the effectiveness of a Registration Statement covering the shares underlying the warrants, and includes a price adjustment in the event the Company conducts an equity offering at a price lower than the strike price of the warrants (“Price Protection”). Such Price Protection shall remain in effect until a Registration Statement covering the shares underlying the warrants is effective (“S-1 Requirement”) and, subsequent to effectiveness, the market for the common stock maintains a volume weighted average price of at least $0.75 per share for five consecutive trading days (“VWAP Requirement”). Until such time that both the S-1 Requirement and the VWAP Requirement are met, in the event the Company sells or grants any option to, or sell or grant any right to re-price, or otherwise dispose of or issue any common stock or equivalents (other than specified exempt issuances) at an effective price per share less than the warrant exercise price, then simultaneously with the consummation of each such issuance, the exercise price of the Warrants shall be reduced to equal such lower price. On July 21, 2017, the Company completed the final closing of the Offering, representing aggregate gross proceeds to the Company of $1,217,000. In connection with the closing, the Company and subscribers entered into Subscription Agreements for the sale of 2,435,000 shares of common stock and warrants to purchase up to 2,435,000 shares of common stock, of which 1,465,000 shares of common stock has been issued subsequent to June 30, 2017 Purchase of convertible promissory note On July 13, 2017, the Company purchased a convertible promissory note in the principal sum of $300,000 from Cannaregs, Ltd, a Colorado limited liability company. The promissory note bears interest at 5% per annum payable upon maturity at December 19, 2019 and is unsecured. In the event the issuer consummates, prior to maturity, an equity financing in excess of $2,000,000, the outstanding principal and any accrued and unpaid interest automatically converts to equity securities of the same class or series issued by the issuer 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. Common stock In July and August 2018, the Company issued 674,000 shares of its common stock for services rendered, of which 214,269 shares were accrued to be issued at June 30, 2017. In August 2017, the Company issued 50,000 shares of its common stock for the cash exercise of warrants at $0.40 per share.

NOTE 11 – SUBSEQUENT EVENTS

Acquisition of Odava, Inc.

On July 5, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MassRoots Compliance Technology, Inc., a wholly-owned subsidiary of the Company (“Merger Subsidiary”), Odava, Inc., a Delaware corporation (“Odava”), and Scott Kveton, an individual acting solely in his capacity as a stockholder representative (“Stockholder Representative”). Pursuant to the Merger Agreement, Merger Subsidiary will be merged with and into Odava, whereby the separate corporate existence of Merger Subsidiary will cease and Odava will survive (the “Surviving Entity”) as a wholly-owned subsidiary of MassRoots (the “Merger”).

On July 13, 2017 (the “Effective Date”), the Merger was completed and 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 Title 8, Section 251(c) of the Delaware General Corporation Law. A copy of the certificate of merger is filed as Exhibit 3.1 hereto, and is hereby incorporated by reference into this Item 2.01.

Pursuant to the terms of the Merger Agreement, each share of Odava’s common stock was to be exchanged for a number of shares of MassRoots’ Common Stock (or a fraction thereof), based on an exchange ratio, as ultimately calculated, 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 Effective Date, the Company issued 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. At the same time, shares of the common stock of Merger Subsidiary were converted into and exchanged for one share of common stock of Odava held by the Company, and all shares of Odava common stock outstanding immediately prior to the Effective Date automatically cancelled and retired. Odava continued as a surviving wholly-owned subsidiary of Massroots, and Merger Subsidiary ceased to exist. In addition, the Company issued 2,600,000 shares of common stock to the founders of Odava in connection with the acquisition

Also pursuant to the terms of the Merger Agreement, MassRoots paid cash consideration of $30,000 to Scott Kveton and $5,000 to Steven Osborn, as repayment of outstanding debts at closing owed by Odava to the individuals.

As a condition to the closing of the Merger, the Company hired Scott Kveton as its new Director of Business Development, and Steven Osborn as its Principal Architect.

Sale of common stock and warrants

In July 2017, the Company conducted an offering (the “Offering”) consisting of up to $2,000,000 of our shares of common stock, priced at $0.50 per share, and five-year warrants to purchase shares of common stock in an amount equal to one hundred percent (100%) of the number of shares of Common Stock so purchased by the subscriber, with an exercise price of $0.65 per share (the “Warrants”, together with the shares of Common Stock subscribed for, the “Securities”). The Offering will consist of one or more closings, with the last closing occurring on July 21, 2017.

The Securities have been offered pursuant to subscription agreements with each subscriber (the “Subscription Agreement”). In addition to other customary terms, the Subscription Agreements provide that the Company will file a registration statement to register the shares of Common Stock sold in the Offering (the “Registration Statement”), including the shares of Common Stock underlying the Warrants, within 30 days of the final closing of the Offering.

The warrants are exercisable for five years from the date of issuance, include an option by which the holder may exercise the Warrant by means of a cashless exercise until the effectiveness of a Registration Statement covering the shares underlying the warrants, and includes a price adjustment in the event the Company conducts an equity offering at a price lower than the strike price of the warrants (“Price Protection”). Such Price Protection shall remain in effect until a Registration Statement covering the shares underlying the warrants is effective (“S-1 Requirement”) and, subsequent to effectiveness, the market for the common stock maintains a volume weighted average price of at least $0.75 per share for five consecutive trading days (“VWAP Requirement”). Until such time that both the S-1 Requirement and the VWAP Requirement are met, in the event the Company sells or grants any option to, or sell or grant any right to re-price, or otherwise dispose of or issue any common stock or equivalents (other than specified exempt issuances) at an effective price per share less than the warrant exercise price, then simultaneously with the consummation of each such issuance, the exercise price of the Warrants shall be reduced to equal such lower price.

On July 21, 2017, the Company completed the final closing of the Offering, representing aggregate gross proceeds to the Company of $1,217,000. In connection with the closing, the Company and subscribers entered into Subscription Agreements for the sale of 2,435,000 shares of common stock and warrants to purchase up to 2,435,000 shares of common stock, of which 1,465,000 shares of common stock has been issued subsequent to June 30, 2017

Purchase of convertible promissory note

On July 13, 2017, the Company purchased a convertible promissory note in the principal sum of $300,000 from Cannaregs, Ltd, a Colorado limited liability company. The promissory note bears interest at 5% per annum payable upon maturity at December 19, 2019 and is unsecured.

In the event the issuer consummates, prior to maturity, an equity financing in excess of $2,000,000, the outstanding principal and any accrued and unpaid interest automatically converts to equity securities of the same class or series issued by the issuer 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.

Common stock

In July and August 2018, the Company issued 674,000 shares of its common stock for services rendered, of which 214,269 shares were accrued to be issued at June 30, 2017.

In August 2017, the Company issued 50,000 shares of its common stock for the cash exercise of warrants at $0.40 per share.