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Agreement and Plan of Merger between MassRoots, Inc. and Odava, Inc.

http://ih.advfn.com/p.php?pid=nmona&article=75177526


 

DENVER, Aug. 29, 2016 /PRNewswire/ -- MassRoots, Inc. (MSRT) and Flowhub, a point-of-sale and cultivation management platform focused on the cannabis industry, are pleased to provide an update on their platform integration. MassRoots CEO Isaac Dietrich and Flowhub CEO Kyle Sherman will be hosting a Facebook Live demonstration. To view recording - https://www.youtube.com/watch?v=3FGnFghBvTQ

Since formally launching in June 2016, Flowhub has facilitated more than 245,000 transactions across dozens of dispensaries in Colorado and Oregon. Through its point-of sale and grow management software, Flowhub automates and streamlines business operations for cannabis dispensaries and cultivators. In May 2015, MassRoots invested in Flowhub's preferred seed round to provide capital for the initial development of the platform.

"There are strong synergies between Flowhub and MassRoots. We are creating a closed-loop system to streamline the most important functions for cannabis businesses and consumers," stated MassRoots CEO Isaac Dietrich. "We believe Flowhub is at a critical inflection point, poised to scale from dozens of dispensary locations using its platform now to hundreds of locations by the end of the year. Within the next few months, we believe a significant percentage of all transactions occurring in the regulated cannabis industry will occur on the MassRoots/Flowhub platform."

"We're not just creating a tool to solve a specific pain-point for businesses; we're engineering the technology platform that could power the entire cannabis industry," stated Flowhub CEO Kyle Sherman. "We've made the transition from the existing legacy systems to Flowhub simple and hassle-free – in some cases taking less than a day. Contact us today for a demo and our software will speak for itself." 

About MassRoots
MassRoots is one of the largest and most active technology platforms for cannabis consumers, businesses and activists with over 900,000 registered users. It is proud to be affiliated with the leading organizations in the cannabis industry, including the ArcView Group and National Cannabis Industry Association. MassRoots has been covered by Fox BusinessCNBCFortuneDenver Post, and The Financial Times. For more information, please visit MassRoots.com/Investors.

About Flowhub
Flowhub is one of the most modern and customized seed-to-sale platforms available to cannabis retailers and cultivators today. Built specifically for the industry, Flowhub makes compliance a breeze and is used by some of the largest retailers in the country. Learn more at www.Flowhub.co.



MassRoots Q2 Earnings Call and Transcript

Good afternoon, thank you all for joining MassRoots’ second quarter earnings call. My name is Isaac Dietrich, and I currently serve as MassRoots’ Chief Executive Officer. Before we begin, we’d like to state that this call does not constitute an offer to sell or a solicitation of an offer to buy securities or assets of MassRoots, Inc.

This presentation includes certain statements, estimates and projections provided by MassRoots with respect to anticipated future performance. Such statements, estimates and projections constitute forward looking statements within the meaning of federal securities laws. These forward looking statements are subject to known and unknown risks, which may cause actual results to be materially different from those contemplated by the forward-looking statements.

The recipient of this information is cautioned not to place undue reliance on forward-looking statements. No representations or warranties are made as to the accuracy of such forward looking statements or whether any of the projections included herein will be realized.

MassRoots does not expect to update or otherwise revise this presentation. I’ve prepared some brief remarks covering MassRoots’ revenue growth, Business Model, user growth and Product Development; but the majority of this call will be spent answering questions from you, our shareholders. Questions may be submitted via email to IR@MassRoots.com.

Now on to the call. I’m pleased to report MassRoots generated $492,000 in revenue during the second quarter of 2016, more than all previous quarters in our corporate history combined. This took our cumulative year-to-date revenue to $585,000, of which approximately $325,000 was generated from our core product of digital advertising.

As a digital product, MassRoots is able to scale rapidly with minimal additional cost – the only marginal expense associated with gaining additional users is an increase in server activity. For MassRoots’ main revenue generators, digital advertising and a dispensary locator, the only marginal cost is the credit card processing fee. We believe that as its model continues to mature, we will be able to generate significant revenue with negligible cost of goods sold.

We believe that MassRoots can reach cash-flow positive from its current user base and web traffic. The problem over the past year hasn’t been users– MassRoots sees more eyeballs than many other cannabis websites and apps – the problem has been our products have lacked the core functionality to connect users with the dispensaries and products for which they are looking. We believe that our dispensary finder is a solid first step in fixing this deficiency. With the core functionality now in place, we aim to rapidly iterate and expand on its functionality to include menus with live pricing, product pages with reviews, and top search result placement for paid advertisers. We believe that each of these features will create new revenue streams for our business – Weedmaps reportedly generated over $20 million in revenue in 2015 off of such features.

Revamped MassRoots for Business Portal

We originally introduced MassRoots for Business in early 2015 as an online portal for businesses to schedule posts and view analytics; while useful for businesses, it did not have the features or capacity to scale to millions of dollars in revenue.

When fully developed, the revamped MassRoots for Business portal will consolidate many online marketing functions for cannabis-related business in one central platform. We expect businesses will be able to schedule posts on MassRoots, Facebook and Twitter, purchase advertising on both MassRoots owned-properties as well as third party digital properties, and view actionable, real-time data from MassRoots and third party sources in easy-to-read formats. We believe this will serve as a solid foundation for future business-related features as we prepare to integrate dispensary point-of-sale data later this year.

As of June 30, 2016, we had total currently assets of $147,000 and total current liabilities of $1.7 million – which is not a great balance sheet. Subsequent to the close of the quarter, we have closed $1.6 million in a registered offering at $0.50/share with $0.90 warrants, which puts us within striking distance of being able to fully repay our debts and rebuild our assets.

Expense Reductions

During the six months ending June 30, 2016, we incurred general and administrative expenses of $4,701,000. That is a lot of money. Now $293,956 of that was for common stock issued for services and $1,330,984 was for options issued for services, which slightly dilutes the company’s shares, but doesn’t take cash of the business. So let’s look at the remaining $3,076,000 – there’s about $250,000 in one-time investment banking fees, there’s $293,000 in cost of goods sold primarily for the one-time event the 420 rally, there’s about $557,000 in advertising that we can significantly reduce because we’ve built a great brand that can grow organically, so there’s about $1,976,000 in other expenses, or about $329,000 per month.

During July 2016, the Company eliminated $54,000 in monthly expenses by terminating relationships with certain vendors, reducing headcount from 33 to 24 full-time employees, and utilizing new technological tools to achieve better results with fewer resources. As many of these contracts and agreements had 30, 60 or 90-day termination clauses, we expect these expense reductions not to be fully reflected until the fourth quarter of 2016. Reductions in staff were concentrated on the content, account services, and sales teams, while the team focused on our core product – development – remains fully intact. Even as MassRoots continues to scale its user base and revenues, we do not expect a significant increase in the size of our team as we plan to automate as many processes as possible in a self-service platform for our clients. Like other leaders in the technology field, our plan is to scale through automation and technology, not by increasing our staff and overhead. We believe these expense reductions could result in significant savings for the Company, currently estimated to be approximately $648,000 annually. MassRoots’ management will continue to review for unnecessary expenses on a weekly basis and believe the Company can reach cash-flow positive on a monthly basis by the end of 2016.

The Team

MassRoots has 24 full-time employees working out of headquarters in downtown Denver, Colorado. The majority of these employees are engineers and designers focused on developing new features for the MassRoots platform. We believe that over the long run, a small, talented and close knit team of A will outperform larger teams of B and C. We believe we have found talented individuals at every level – sales representatives who outperform expectations, managers who make architectural decisions that will prevent costly and time-consuming blunders, and engineers developing new features that have the potential to provide significant long term returns.

One of MassRoots’ top priorities in 2016 has been recruiting and retaining some of the top talent in the cannabis and technology industries. In June 2016, we hired Lance Galey as MassRoots’ Chief Technology Officer. Previously, Mr. Galey served as Chief Software Architect of Cloud Services for Autodesk and Vice President and Principle Architect at Salesforce, where he led the architecture and development of numerous core infrastructure and platform services underlying a large portfolio of Salesforce SaaS applications. In 2013, he was selected as the executive MVP for the technology division of Salesforce.com.

State and National Brand Business Model

While MassRoots’ consumer-facing network launched in July 2013, we did not start generating advertising revenue until we crossed a half million users in mid-August 2015. Our clients have primarily been ancillary businesses marketing their products to cannabis consumers through endorsed posts on MassRoots, sponsored content on our blog, and mentions in our email newsletter. It is not necessary for a user to join MassRoots in order for us to generate revenue from them – we are finding that many people will visit our website, join our email newsletter, or view a dispensary’s profile without registering for our MassRoots network.

During the second quarter of 2016, we signed advertising contracts with a total value of $259,450 with 32 of the leading cannabis brands in the industry. As many of these contracts were for 3, 6 or 12-month campaigns, only a portion of the value was realized during the second quarter of 2016, and the rest will be realized over the coming quarters, building a solid foundation on which we can expand.

While the vast majority of MassRoots’ advertising revenue to date has come from brands within the cannabis industry, we have started to see significant interest from mainstream brands and advertising agencies looking to market to cannabis consumers. Uber and Fusion, a division of Univision, became the first mainstream brands to advertise with MassRoots and have opened the doors for other major brands to evaluate the space. We believe that as the regulated cannabis market continues to expand, mainstream brands and advertising agencies will begin to allocate portions of multi-million advertising budgets towards outreach to the millions of cannabis consumers in the United States – especially food, lighter and agricultural brands. We are positioning MassRoots to be one of the first companies to receive these budget allocations.

Local Store Business Model

Up until the beta launch of our dispensary finder in August 2016, we didn’t really have a product for local dispensaries or stores, limiting our market. We now have over 175 dispensary locations paying for a basic listing. With the core functionality now in place, we aim to rapidly iterate and expand on its functionality to include menus with live pricing, product pages with reviews, and top search result placement for paid advertisers. We believe that each of these features will create new revenue streams for our business – with Weedmaps reportedly generating over $20 million in revenue last year off of them.

2016 Elections

MassRoots believes the 2016 elections have the potential to significantly increase the size and scope of the regulated cannabis industry. According to the Marijuana Policy Project, campaigns in Maine, Nevada, Arizona, California, Michigan, Florida, and Massachusetts are expected to succeed in placing initiatives on their states’ ballots for this year’s election.

Historically-speaking, the demographic make-up of the electorate during presidential election years tends to be younger and more diverse than in off-year elections, groups that are generally more supportive of the legalization of cannabis. We believe a number of the state initiatives on this year’s ballot stand a significant chance of becoming law. A 2016 ArcView Market Research Report projects the regulated cannabis industry could grow to $10 billion by 2018 as a result of this year’s elections.

Our business model is designed to benefit from this trend. When a new state passes a medical or recreational cannabis law, we are able to start registering users and businesses in that state with minimal marginal cost. Because MassRoots is not involved in the production or sale of cannabis, we do not have to build outgrow operations, open retail stores, or have a significant physical presence in the state in order to generate revenue. At the same time, MassRoots’ financial model is not tied to the success of a particular location or brand – we believe we will have a significant percentage of all dispensaries and brands on our platform, making MassRoots a play on the industry as a whole.

Sitting at the intersection of healthcare on the medical cannabis side and a vice industry on the recreational cannabis side, we believe the cannabis industry can continue to grow in any economic climate.





 

RECENT PRESS

Denver Post // MassRoots hires former SalesForce VP as CTO
Forbes // Nasdaq Denies MassRoots' Stock Listing Application
Fortune // The Nasdaq Has Once Again Denied a Bid for its First Marijuana Stock
Financial Times // Pot Startup MassRoots' Nasdaq Plans Up in Smoke
CBS News // Nasdaq Harshes a Marijuana Startup's Mellow
CNN Money // Nasdaq Rejects Pot Startup MassRoots
PBS Newshour // "Facebook for Pot" Applies to be Nasdaq's first Marijuana Stock
Fortune // This Cannabis Social Network is Planning an IPO Again
Forbes // MassRoots Files to Be Nasdaq's First Cannabis Stock
Bloomberg // Pot Tech Companies Are Sneaking into CES
The Guardian // Marijuana Social Network MassRoots Enjoys Natural High of Success
CNBC // An App with "High" Expectations 
Fox Business // Connecting Online Over Cannabis
Forbes // Cannabis Company Fights Silicon Valley Shade
Denver Post // MassRoots marijuana social network integrating seed-to-sale platform
Inc. // MassRoots becomes the biggest hit in the marijuana business
Fortune // Apple's Ban on Marijuana Networking Site Up in Smoke
Wall Street Journal // Pitching Marijuana Startups Brings New Meaning to High Tech
BBC // Looking for the Facebook of the Pot Industry
 
 

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MSRT News: Amended Current Report Filing (8-k/a) 09/22/2017 04:14:05 PM
MSRT News: Statement of Changes in Beneficial Ownership (4) 09/12/2017 04:20:20 PM
MSRT News: Current Report Filing (8-k) 09/06/2017 03:42:30 PM
PostSubject
#5284   Have you seen enough yet? StockSleuth 09/20/17 12:51:51 PM
#5283   Could not agree with you more. I StockSleuth 09/19/17 04:16:05 PM
#5282   actually it was built for a purpose... so Ole Broke Azz 09/19/17 02:55:17 PM
#5281   A respected source from the industry has informed mavrickmman 09/19/17 02:52:39 PM
#5280   Wanted to buy this but waited and glad Skyline 09/19/17 11:17:13 AM
#5279   Just look at how this stock constantly closes StockSleuth 09/18/17 06:28:49 PM
#5278   We will see?? cleanmoney 09/18/17 02:57:30 PM
#5277   The entire world could decriminalize and it would StockSleuth 09/18/17 11:23:59 AM
#5276   HUGE NEW HAMPSHIRE decriminalized marijuana! MSRT http://www.wmur.com/article/nh cleanmoney 09/16/17 09:13:45 PM
#5275   They have no assets only liabilities. The StockSleuth 09/14/17 02:53:01 PM
#5274   tic-toc. It's only a matter of time before mavrickmman 09/14/17 01:35:56 PM
#5273   You have to love the 50K on the StockSleuth 09/14/17 11:12:57 AM
#5272   Ain't that the truth. Seen the Dutchess StockSleuth 09/12/17 03:09:05 PM
#5271   that is the game and MSRT has been Ole Broke Azz 09/12/17 01:11:35 PM
#5270   And in the classic Dutchess fashion, he manipulated StockSleuth 09/12/17 01:09:10 PM
#5269   No doubt a house of cards and the StockSleuth 09/12/17 01:06:33 PM
#5268   I have an associate that was at the Ole Broke Azz 09/12/17 12:21:31 PM
#5267   TIIIMMMBBEERR! Maybe they should use the worthless mavrickmman 09/12/17 12:06:57 PM
#5266   Just another PR scam! They could not StockSleuth 09/12/17 09:27:04 AM
#5265   Considering they paid about 30 million share for StockSleuth 09/12/17 09:25:16 AM
#5264   Remember the bullchit application to the NASDAQ that Ole Broke Azz 09/12/17 09:25:10 AM
#5263   You confirmed what I had heard regarding this StockSleuth 09/12/17 09:20:58 AM
#5262   They cannot pay their bills from what I StockSleuth 09/12/17 09:16:22 AM
#5261   how about start by naming one Ole Broke Azz 09/12/17 08:56:28 AM
#5260   How may I count the ways cleanmoney 09/12/17 08:30:55 AM
#5259   maybe you could explain how a fully reporting Ole Broke Azz 09/12/17 08:18:40 AM
#5258   I'm disappointed that I got sucked into this FourHrWorkwk 09/12/17 03:59:56 AM
#5257   In on the conference call is no easy slytlyuzd 09/11/17 11:58:05 PM
#5256   Unfortunately I have a vested interest in this slytlyuzd 09/11/17 11:31:09 PM
#5255   They probably have a reserve we are unaware cleanmoney 09/11/17 10:38:56 PM
#5254   Unfortunately this company has dug a hole too StockSleuth 09/11/17 09:03:49 PM
#5252   lol I'm available, I do believe they are cleanmoney 09/11/17 03:22:11 PM
#5251   A 9th grade education would be a step StockSleuth 09/11/17 12:39:17 PM
#5250   This just goes to show you the incompetence StockSleuth 09/08/17 06:32:40 PM
#5247   Am I missing something? MSRT buys CannaRegs (CR) mavrickmman 09/08/17 02:11:09 PM
#5246   Stock going straight down the toilet as predicted. StockSleuth 09/07/17 12:29:26 PM
#5244   lol I only have a 9th grade education cleanmoney 09/06/17 01:23:26 PM
#5243   The only thing these potheads market is their StockSleuth 09/06/17 09:12:42 AM
#5242   They market advertising space in the Mag. Very cleanmoney 09/06/17 07:11:20 AM
#5241   What do they have to market? By StockSleuth 09/05/17 10:38:20 PM
#5240   Met with the Head of Marketing for MSRT mavrickmman 09/05/17 09:38:04 PM
#5239   Hope. That's my reason.....Hope. Blue Horse Shoe1 09/05/17 04:22:24 PM
#5238   The Fox, the Goofball, and the Totally Indifferent Ole Broke Azz 09/05/17 11:37:02 AM
#5237   Just received a call from an associate that StockSleuth 09/05/17 10:36:00 AM
#5236   looks like they timed that shot for when Blue Horse Shoe1 09/05/17 10:31:38 AM
#5235   lmao... the goofball in the middle is Dietrich (CEO) Ole Broke Azz 09/03/17 03:09:04 PM
#5234   Based on their financials, he should of been jailed! StockSleuth 09/03/17 02:22:53 PM
#5233   Nice to finally hear someone agree with me. StockSleuth 09/03/17 02:20:40 PM
#5231   Just heard the CEO of MSRT speak at mavrickmman 09/02/17 02:33:56 PM
#5230   CFO resigned. Beginning of the end? MrTrader129 09/02/17 10:19:46 AM
PostSubject