Statement of Ownership (sc 13g)
January 17 2020 - 4:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
MassRoots, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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57630J106
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(CUSIP Number)
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January 16, 2020
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and Exchange Act
of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 57630J106
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13G
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSONS
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Cavalry Fund I LP
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2
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CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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0
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NUMBER OF
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6
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SHARED VOTING POWER
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SHARES
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BENEFICIALLY
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46,258,236(1)
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OWNED BY
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7
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SOLE DISPOSITIVE POWER
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EACH REPORTING
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PERSON WITH
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0
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8
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SHARED DISPOSITIVE POWER
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46,258,236(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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46,258,236(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.9%(2)
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12
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TYPE OF REPORTING PERSON
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OO
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(1)
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The shares of the issuer’s common stock reported in the table as beneficially owned by the
reporting person are limited to 9.99% as a result of a 9.99% blocker (“Blocker”) contained in convertible notes. If
not for the Blocker, the reporting person would beneficially own significantly more than 9.99%.
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(2)
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Based on 463,045,405 shares of common stock outstanding as of January 16, 2020.
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CUSIP No. 57630J106
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13G
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Page 3 of 5
Pages
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Item 1. Security and Issuer.
MassRoots, Inc., a Delaware corporation (the “Issuer”).
The address of the principal executive
offices of the Issuer is 100 W Broadway, Office 04-109, Long Beach, CA 90802.
Item 2. Identity and Background.
(a)
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Name of Person Filing:
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The person filing this statement (the “Reporting Person”) is Cavalry Fund I LP.
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(b)
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Address of Principal Business Office or, if none, Residence:
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The address for each Reporting Person is 61 Kinderkamack Road, Woodcliff Lake, NJ 07677.
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(c)
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Citizenship or Place of Organization:
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United States
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(d)
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Title of Class of Securities:
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Common Stock, par value $0.001 per share (“Common Stock”).
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(e)
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CUSIP Number:
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57630J106
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Item 3.
Not
applicable.
CUSIP No. 57630J106
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13G
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Page 4 of 5
Pages
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Item 4. Ownership.
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(a)
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The information required by Items 4(a)-(c) is set forth in Rows (5)-(9) and Row (11) of the cover
page and is incorporated herein by reference.
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(b)
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The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 463,045,405
shares of Common Stock outstanding as of January 16, 2020.
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(c)
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Cavalry Fund I Management LLC is the general partner of the Reporting Person, and Thomas Walsh
is the Manager of Cavalry Fund I Management LLC. As such, Cavalry Fund I Management LLC and Mr. Walsh may be deemed to beneficially
own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 46,258,236 shares of Common Stock. To the
extent Mr. Walsh is deemed to beneficially own such shares, Mr. Walsh disclaims beneficial ownership of these securities for all
other purposes.
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(d)
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The Reporting Person is a beneficial owner of shares of Common Stock underlying convertible promissory
notes (the “Convertible Notes”). Pursuant to the terms of the Convertible Notes,
the Reporting Person cannot convert the Convertible Notes if the Reporting Person would beneficially own, after such conversion,
more than 9.99% of the outstanding shares of the Issuer’s Common Stock (the “9.99% Blockers”). The percentage
set forth on Row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page give effect
to the 9.99% Blockers. Consequently, at this time, the Reporting Person is not able to convert all of the Convertible Notes due
to the 9.99% Blockers.
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Item 5.
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Ownership of 5 Percent or Less of a
Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class
of securities, check the following ☐
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Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11.
CUSIP No. 57630J106
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13G
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Page 5 of 5
Pages
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SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
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Cavalry Fund I LP
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By:
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Cavalry Fund I Management LLC, General Partner
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January 16, 2020
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By:
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/s/ Thomas Walsh
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Thomas Walsh, Manager
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