MSRT >> 8K Filed UNITED STATES SECURITIES AND

 
 UNITED STATES 
 
SECURITIES AND EXCHANGE COMMISSION 
 
Washington, D.C. 20549 
 
  
 
FORM 8-K 
 
  
 
CURRENT REPORT 
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
 
  
 
October 6, 2015 (October 1, 2015) 
 
Date of Report (Date of earliest event reported) 
 
  
 
MassRoots, Inc. 
 
(Exact name of registrant as specified in its charter) 
 
  
 
Delaware 
 
 	 
 
333-196735 
 
 	 
 
46-2612944 
 
(State or other jurisdiction of incorporation) 
 
 	 
 
 (Commission File Number) 
 
 	 
 
 (IRS Employer Identification No.) 
 
     
 
1640 Market Street, Denver, CO	 	80202 
 
(Address of principal executive offices) 
 
 	(Zip Code) 
 
  
 
(720) 442-0052 
 
(Registrant’s telephone number, including area code)   
 
  
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 
 
  
 
 	[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 
 
 	[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
 
 	[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
 
 	[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
 
  
 
  
 
Item 1.01. Entry into a Material Definitive Agreement. 
 
  
 
Employment Agreement with Jesus Quintero 
 
  
 
On October 1, 2015, MassRoots, Inc. (the “Company”) entered into an agreement (the “Agreement”) with Jesus Quintero for Mr. Quintero to continue to serve as the Company’s Chief Financial Officer and provide it with financial consulting services. The Agreement creates an independent contractor relationship and has a term of one year. For this service, Mr. Quintero is paid $4,000 per month. No retirement plan, health insurance or employee benefits program was awarded to Mr. Quintero and he serves at the direction of the Chief Executive Officer and Board of Directors. The Agreement may be terminated by either party, without cause, upon ninety (90) days prior written notice to the other party. If terminated, Mr. Quintero would receive only the compensation earned, but unpaid under the Agreement. 
 
  
 
A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference herein. 
 
  
 
Item 5.02. Compensatory Arrangements of Certain Officers. 
 
  
 
The information called for by this item is contained in Item 1.01, which is incorporated by reference. 
 
  
 
Item 9.01. Financial Statements and Exhibits. 
 
  
 
(d) Exhibits. 
 
  
 
10.1		Employment Agreement, effective as of October 1, 2015, between the Company and Jesus Quintero. 
 
  
 
SIGNATURES 
 
  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
 
  
 
 	MassRoots, Inc.	  
 
 	 	 	  
 
Date: October 6, 2015	By:	  /s/ Isaac Dietrich	  
 
 	 	Isaac Dietrich	  
 
 	 	Chief Executive Officer	  
 
 	 	 	  
 
   
 
Exhibit 10.1 
 
  
 
CFO Services Agreement 
 
  
 
This CFO Services Agreement is entered into as of October 1, 2015 between Jesus Quintero (“ Quintero ”), and Massroots, Inc.(the “ Company ”). Quintero hereby agrees to serve as Chief Financial Officer of Massroots, Inc. for a period of one year. 
 
  
 
The compensation will be paid monthly at the beginning of each month, at a rate of USD $4,000.00. Unless otherwise directed by Quintero, all payments shall be issued in the name of JDE Development LLC and sent to: 
 
  
 
JDE Development LLC, 
 
16860 SW 1st Street, Pembroke Pines, FL 33027. 
 
  
 
There will be no other fees or charges by Quintero to the Company other than pre-approved direct, third party reimbursements for costs, and pre-approved travel and related expenses. 
 
  
 
Specific responsibilities of Quintero for the Company shall include: 
 
1. Review and analysis of the historical accounting records 
 
2. Implementation of appropriate internal financial controls 
 
3. Interacting with the Company’s internal accounting staff 
 
4. Liaison with the Company’s auditor and securities attorney regarding filing and reporting requirements 
 
5. Preparation of financial statements including footnotes for 10Q and 10K reporting 
 
6. Preparation of analysis of operations as may be required in regulatory filings 
 
7. Preparation as may be required of forecasts and budgets. 
 
8. Final review and signing of financial statements and regulatory filings 
 
9. Maintaining the books and records and U.S. account(s) for the Company 
 
10. Meeting with Company management and visits to the Company’s facilities as may be required. 
 
11. Participation at investor meetings and conferences as may be required 
 
12. Responding to phone calls from the financial community and investors 
 
   
 
Quintero and the Company agree that the performance, compensation, and time commitment by Quintero shall be reviewed and agreed upon on an annual basis. Quintero shall be treated as a contract worker. 
 
  
 
Quintero shall be entitled to reimbursement for appropriate business expenses, as well as travel and related expenses. 
 
  
 
This CFO Services Agreement shall be in force until such time as a formal Employment Agreement is entered into by Quintero and the Company. 
 
  
 
Either Quintero or the Company may terminate this Agreement provided they give ninety (90) days written notice of the termination. Upon termination by the Company, Quintero shall be entitled to recover from the Company, including, but not limited to, payment for all work performed through the date of termination. 
 
  
 
In the event of any dispute between the parties arising out of or relating to this Agreement, said dispute shall be governed the laws of the State of Florida without reference to its conflict of law rules. 
 
  
 
Agreed to: 
 
  
 
  
 
/s/	Jesus M Quintero	10/01/2015	 	/s/	Isaac Dietrich	10/01/2015 
 
 	Jesus M Quintero	Date	 	 	Isaac Dietrich, CEO	Date