MassRoots, Inc.

1624 Market Street, Suite 201,

Denver, CO 80202

 

October 7, 2015

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

 

Ladies and Gentlemen:

 

In accordance with Rule 477 promulgated under the Securities Act of 1933, as amended, MassRoots, Inc., (the “Company”) hereby requests withdrawal of its Amendment to its Registration Statement on Form S-1/A (File No. 333-196735) (the “Amendment”), that was filed with the Securities and Exchange Commission (the “Commission”) on October 6, 2015.  The Company requests withdrawal of the Amendment because it was coded with an incorrect Edgar file number due to a clerical error during its submission.  The Company will be resubmitting its filing as an Amendment to Registration Statement on Form S-1/A using the correct Edgar file number of 333-206731.

 

If there are any questions regarding this matter, please contact Peter Gennuso of Thompson Hine, LLP, the Company’s legal counsel, at 212-908-3958.