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Item
4.01
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Changes
in Registrant’s Certifying Accountant.
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Resignation
of Independent Registered Public Accounting Firm
Effective
December 21, 2017, Liggett & Webb, P.A. (“L&W”) resigned as the independent registered public accounting firm
of MassRoots, Inc. (the “Company”). L&W served as the auditors of the Company’s financial statements
from January 15, 2016 through December 21, 2017.
The
report of the L&W on the Company’s financial statements for the year ended December 31, 2016 and December 31, 2015 did
not contain any adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principle, except that there was an explanatory paragraph describing conditions that raised substantial doubt about
the Company’s ability to continue as a going concern.
During
the fiscal year ended December 31, 2016 and December 31, 2015 and the subsequent interim period
preceding
L&W’s resignation, (i) there were no disagreements between the Company and L&W on any matters of accounting principles
or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of L&W,
would have caused L&W to make reference to the matter of the disagreement in connection with its report on the Company’s
financial statements and (ii) there were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K).
The
Company has provided L&W with a copy of the foregoing disclosure, and requested that L&W furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosure. A copy of
the letter from L&W addressed to the Securities and Exchange Commission dated as of December 28, 2017 is filed as Exhibit
16.1 to this Form 8-K.
Appointment of Independent Registered Public Accounting Firm
Effective December 28, 2017, the Company appointed
RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm for the Company’s fiscal
year ending December 31, 2017.
During
the fiscal year ended December 31, 2016 and December 31, 2015 and the subsequent interim period through December 28, 2017, the
date of engagement of RBSM,
the Company did not consult with RBSM regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions thereto) or a reportable event (as described in Item 304(a)(1)(v) of Regulation
S-K).