UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[ X ]

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to _______________

000-53525

(Commission file number)

Leo Motors, Inc.

(Exact name of registrant as specified in its charter)

Nevada		95-3909667
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3F Bokwang Bldg., Seowunro 6 Gil 14,

Seocho Gu, Seoul, Korea, 137-863

82-70-4699-3583

(Address and telephone number of principal executive offices)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [_] No [X]

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K. Yes [X] No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2015, was $65,088,623. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

As of March 28, 2016, there were 163,198,512 shares of common stock outstanding.

LEO MOTORS, INC.

TABLE OF CONTENTS

		Page
PART I

Forward-Looking Statements		1
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	14
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 8.	Financial Statements and Supplementary Data	17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
Item 9A.	Controls and Procedures	18
Item 9B.	Other Information	18

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	19
Item 11.	Executive Compensation	20
Item 12.	Security Ownership of Certain Beneficial Owners and Management and related stockholder matters	21
Item 13.	Certain Relationships and Related Transactions, and Director Independence	22
Item 14.	Principal Accounting Fees and Services	22

PART IV

Item 15.	Exhibits, Financial Statement Schedules	23

Signatures		24

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (including the section regarding Management's Discussion and Analysis or Plan of Operation) contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Annual Report on Form 10-K. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our Management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading "Risks Factors" below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission ("SEC"). Our electronic filings with the United States Securities and Exchange Commission (including our Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports) are available free of charge on the Securities and Exchange Commission's website at http://www.sec.gov. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

SPECIAL NOTICE ABOUT GOING CONCERN AUDIT OPINION

OUR AUDITOR HAS ISSUED AN OPINION EXPRESSING DOUBT AS TO OUR ABILITY TO CONTINUE IN BUSINESS AS A GOING CONCERN. YOU SHOULD READ THIS FORM 10-K WITH THE "GOING CONCERN" ISSUES IN MIND.

ITEM 1. Description of Business

Overview

Leo Motors, Inc. (the "Company") is a Nevada Corporation incorporated on September 8, 2004. The Company established a wholly-owned operating subsidiary in Korea named Leo Motors Co. Ltd. ("Leozone") on July 1, 2006. Through Leozone, the Company is engaged in the research and development ("R&D") of multiple products, prototypes, and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. Leozone operates through four unincorporated divisions: new product research & development ("R&D"), post R&D development such as product testing, production, and sales.

The Company's products include (i) E-Box electric energy storage system for solar and wind power generation devices; and (ii) EV components that integrate electric batteries with electric motors such as EV Controllers that use a mini-computer to control torque drive.

The Company was previously actively engaged in the process of development and production of Electric Power Train Systems ("EPTS") encompassing electric scooters, electric sedans/SUVs/sports cars, and electric buses/trucks as well as several models of Electric Vehicle ("EV"). Our EPTS can replace internal combustion engines ("ICEs"). Company began sales of EPTS to auto makers and agricultural machinery manufacturers.

The Company has developed eight EPTS of increasing power rating: 3kW, 5kW, 7.5kW, 15kW, 30kW, 60kW, 120kW, and 240kW systems. Each EPTS consists of a motor, a controller, and a battery power pack with a battery management system ("BMS").

The Company has successfully converted existing models of small cars (ICEs under 2,000cc), and also a 24 seat bus. The Company has begun marketing its 60kW power train kits (for compact passenger cars and small trucks) and its 120kW kits (for ICE passenger cars, buses, and trucks under 5,000cc). The Company has developed a 240kW kit (for up to 10,000cc buses and trucks) as well, and is attempting to locate a strategic partner to fund the testing and production.

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The specific goals of the Company over the next twelve months include:

	· Focus on the capitalization of the Company;
	· Focus on the sale of the E-Boats, E-Bus, and E-Box;
	· Business development in China by establishing a joint venture company in China;
	· Continue with R&D of our EV's, electric boats, and related products as capital permits.

The E-Box can be used as an energy supplying device in an emergency situations or as a energy storage device for use by the military; municipal and industry; corporate; solar/wind power storage; electric coolers and heaters; yachts or small ships. The E-Box is offered in three power classes: 1kw, 3kw and 5kw. E-Boxes for 10kw and 550kw will be developed in the future. The E-Box is environmentally friendly with high energy density due to the use of lithium-polymer battery. The E-Box uses a multiple cell voltage balancing system via a battery management system ("BMS").

The Company is developing new battery exchange system using its patented cartridge battery exchange system which will solve the cost barriers of the electric vehicle to make them less expensive than their Internal Combustion Engine (ICE) counterparts and to help solve battery charging problems. With evolutionary batter exchange system, the Company's EV's can exchange battery within one minute using simple and low cost equipment. This technology can be best used in fleet managed vehicles such as city buses, taxis, and garbage trucks because it can be used any road sides.

Our principal executive offices are located at 3F Bokwang Bldg., Seowunro 6 Gil 14, Seocho Gu, Seoul, Korea, 137-863 and our telephone number is +82 70-4699-3583. Our web site address is www.leomotors.com. Information contained in or accessible through our website does not constitute part of this Annual Report on Form 10-K.

Recent Business Developments

On March 31, 2015, the Company acquired, by merger, 50% of three companies; Leo Motors Factory I, Leo Motors Factory II, and Erum Motors, through capital investment. Leo Motors Factory 1 and 2 are auto repair shops which specialize in repairing hand-made luxury cars. Erum is specialized in trading luxury cars. These companies are making revenues successfully. Their revenues will be consolidated as the revenue of Leo Motors. With the acquisitions, Leo Motors will develop the Korea's first "Electric Vehicle Repair Shop" which will repair Hybrid cars as well as pure electric cars for large auto makers. Leo Motors will add major EV dealerships to Erum (its name was changed into Leo Trading after acquisition).

On July 14, 2015, the Company's wholly-owned subsidiary, LGM, entered into a Memorandum of Understanding with the Korea Institute for Military Affairs (KIMA), a subsidiary of Ministry of National Defense of Korea for further collaborative development of two projects: an interactive "Connected Life Jacket" and interactive, cloud connected, military electric smart boats. By entering into the Memorandum of Understanding, KIMA and LGM will collaborate in the further development of the most appropriate military defense capabilities for both the LGM Life Jacket and the LGM electric boats.

On July 31, 2015, the Company entered into a joint venture company agreement (the "JV Agreement") with Fushun Jinyuan Technology Machinery Manufacturing Co., Ltd. ("Fushun Jinyuan"), a company established and existing under the laws of the People's Republic of China, to establish a joint venture, Liaoning Senyuan Leo New Energy Electric Vehicle Co., Ltd. (the "JV" or "Senyuan Leo") in China, to develop, manufacture and sell new energy electric vehicles. Pursuant to the JV Agreement, Senyuan Leo will have a registered capital of RMB 411,600,000 (approximately $66.3 million), with Fushun Jinyuan owning 51% and the Company owning 49%. The total capital contribution shall be completed no later than 90 days from the date Senyuan Leo is incorporated, which deadline may be further extended to 108 days from the date of incorporation. The Company will invest in Senyuan Leo through a cash contribution of RMB 201,684,000 (approximately $32.5 million) and Fushun Jinyuan will invest in Senyuan Leo through a cash contribution of RMB 200,000,000 (approximately $32.2 million) and land use rights and real estate properties, the value of which is to be determined by appraisal firms appointed by both Fushun Jinyuan and the Company. The Company also agreed to license certain of its technologies to Senyuan Leo for a fee equal to 10% of Senyuan Leo's gross profit for a term of ten years. The Company will enter into separate license agreements with Senyuan Leo for the use of Leo's technologies. The board of the JVC will consist of eight members and each party will assign four members to the board. Senyuan Leo has a term of operation of fifty years. The shareholders and board of Senyuan Leo may extend the term of operation upon government approval.

On August 18, 2015, Leo and LG U Plus, a leading mobile communication provider in Korea, entered in a Memorandum of Understanding to construct of telecommunication infrastructure for electric vehicles and boats. Both companies collaborate in the development of total service solution and controlling devices for electric vehicles, boats and chargers.

On September 14, 2015 the Company entered into a Memorandum of Understanding with the BIMP-EAGA Business Council to jointly establish Electric Vehicle (EV) and Electric Boat (EB) consignment businesses in the BIMP-EAGA including Brunei, Indonesia, Malaysia and Philippines.

On September 30, 2015, Leo Korea increased its capital stock from 3,728,792,300 won (approximately $3,186,457) to 5,805,518,900 won (approximately $4,961,134), an increase of approximately $1.8 million, including cash investment of approximately $854,555. With the increase of capital, we believe Leo Korea is financially better positioned to manufacture major EV components when our projects in China and the BIMP-EAGA countries start.

On October 21, 2015, the Company entered into a Memorandum of Understanding with the city of Puerto Princesa (PPC) in the Philippines and the BRUNEI DARUSSALAM BIMP-EAGA BUSINESS COUNCIL (BDBEBC) to jointly start Electric Taxi businesses in the city. With the Memorandum of Understanding, Leo Motors initiates a project that may change more than 4,000 internal combustion engine (ICE) tricycle taxies in PPC to electric tricycle taxis.

On October 27, 2015, the Company filed a patent application for its battery power pack comprised of battery cells that deliver full capacity and power in extreme cold temperatures. Traditional batteries fail in extreme cold temperatures thus incapacitating Electric Vehicles in the extreme cold regions of the world. Although China has regulations requiring 30% of new government-purchased vehicles to be electric, there are few EV's in the Northern parts of China. Russia has the same problem in its cold regions. LEO has solved the cold region problem with its newly invented Nano Carbon Technology (CNT) electric vehicle battery power pack that functions and supplies full power in low temperatures (under -49 degrees F) without any capacity or power loss. Named the "Extreme Power Pack," Leo's new battery power packs will be used for electric snow mobiles and Energy Storage Systems as well electric vehicles in very cold regions worldwide.

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On November 23, 2015, the Company entered into a Memorandum of Understanding with the BRUNEI DARUSSALAM BIMP-EAGA BUSINESS COUNCIL (BDBEBC) to set up a GLOBAL Electric Go Kart (EGK) joint venture. EGK's initial indoor Go Kart track installations will be in Brunei and on Jeju Island in Korea. Go Kart is one of most popular motor sports in Brunei where the venture is building the world's largest indoor Go Kart track of approximately 4 acres. Leo will supply newly developed Go Kart using its proprietary cartridge battery swap system. Instead of the standard sidelining of the Go Kart for recharging, Leo's Go Karts swap a depleted battery for a fully charged one within seconds. Batteries are pre-charged in the charging center, eliminating the need for players to wait for charging.

On November 30, 2015, the Company unveiled five new electric vehicles: an electric cargo one-seater car, a delivery truck, a garbage truck, and two electric fishing boats (1.15 ton, 80 hp. and 1.85 ton, 20 hp.) at a product launch event in Busan, Korea. These cars and boats utilize our patented battery replacement system therefore eliminating charging down-time. Leo's new vehicle lines do not include batteries. Instead their drivers simply rent charged batteries from Leo's innovative battery swap stations.

On December 7, 2015, LGM, the Company's wholly owned subsidiary, launched of their "Connected Life Vest", a life vest that utilizes Internet of Things (IoT) technology, Carbon Nano Tubes (CNT), and our proprietary electric shock prevention system. The new vest provides a 300% increase in user survivability. The Connected Life Vest saves lives using smarter and safer technology. When the Connected Life Vest is activated, it keeps the user's body warm for up to 4 hours, and sends user data including location, biometric status, and personal information. Also it sends SOS signal to the Life Savers and Coastal Guards.

On December 20, 2015, the Company signed an Engagement Agreement with an Investment Bank, NMS Capital Advisors LLC. The Engagement Agreement allows the Bank to proceed with the financing of Chinese projects for the manufacture of electric buses and trucks for distribution to public organizations in Northern China and in the international market including the U.S. and Korea. In these regions, Leo has a "blue ocean" (uncontested) market to provide Electric Vehicles with battery power packs.

Corporate History

Leo Motors, Inc. (the "Company") was originally incorporated as Classic Auto Accessories of North America, a California Corporation on July 2, 1986. The Company then underwent several name changes from FCR Automotive Group, Inc. to Shini Precision Machinery, Inc. to Simco America Inc. and then to Leo Motors. The Company had been dormant since 1989, and effectuated a reverse merger on November 12, 2007 with Leozone Inc., a South Korean Company, which is the maker of electrical transportation devices. The merger essentially exchanges shares in Leo Motors, Inc. for shares in Leozone. As this is a reverse merger the accounting treatment of such is that of a combination of the two entities with the activity of Leozone, Inc. the surviving entity, going forward. The financial statements reflect the activity for all periods presented as if the merger had occurred January 1, 2007. Leozone has continued to operate as a separate subsidiary (Leo Motors Co. Ltd. of Korea) since that time.

On February 11, 2010, the Company acquired 50% of Leo B&T Corp., ("B&T") a Korean Corporation, from two shareholders of B&T in exchange for 7,000,000 shares of the Company's common stock. This percentage was reduced to 30% in 2011. Additionally, this investment was written down through an impairment expense during 2011 and the remaining investment was exchanged in 2012 for a return of Leo Motors stock.

On July 1, 2014, the Company acquired all of the outstanding common stock of LGM Co. Ltd., a corporation incorporated in the Republic of Korea ("LGM"), from LGM's shareholders, which represents 813,747 shares of LGM common stock, in exchange for 47,352,450 shares of the Company's common stock pursuant to the Share Swap Agreement entered into by and between LGM and the Company. Pursuant to the Agreement, LGM became a wholly-owned subsidiary of the Company.

On March 31 of 2015, the Company acquired 50% of the outstanding common stock of Leo Motors Factory 1, Leo Motors Factory 2, and Leo Trading. These three companies became subsidiaries of the Company.

Product Candidates

The Company's products include (i) E-Box electric energy storage system for solar and wind power generation devices; (ii) EV components that integrate electric battery power packages with electric motors with EV Controllers that use a mini-computer to control torque drive, (iii) E-Boat power trains including motor, controller, and cartridge battery power packs.

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Business Strategy

The specific goals of the Company over the next twelve months include:

• Focus on the capitalization of the Company;

• Focus on the sale of the E-Boats, E-Buses, and E-Box;

• Business development in China by establishing a joint venture company in China;

• Continue with R&D of our EV's, electric boats, and related products as capital permits.

There can be no assurance that the Company will adhere to any of the above goals.

The E-Box can be used as an energy supplying device in an emergency situations or as an energy storage device for use by the military; municipal and industry; corporate; solar/wind power storage; electric coolers and heaters; yachts or small boats. The E-Box is offered in three power classes: 1kw, 3kw and 5kw. E-Boxes for 10kw and 550kw will be developed in the future. The E-Box is environmentally friendly with high energy density due to the use of lithium-ion battery. The E-Box uses a multiple cell voltage balancing system via a battery management system ("BMS").

Marketing

We have directed our marketing efforts of e-Box energy solutions to companies involved in the sustainable housing segment that requires efficient electric storage solutions based on wind and solar power.

The Company has marketed its 60kW power train kits (for compact passenger cars and small trucks) and its 120kW kits (for ICE passenger cars, buses, and trucks under 5,000cc). The Company has developed a 240kW kit (for up to 10,000cc buses and trucks) as well.

The Company has marketed electric fishing boats with 120 kW power trains. The 120W power train boat was registered to the National Federation of Fisheries Cooperatives as first marketed electric boat product in Korea. With the registration, our customers of e-Fishing Boats can receive government subsidy when they purchase the 120kW power train boat from us.

Competition

We expect to compete with several companies including GS Yuasa, BYD, Eliiy Power, etc, and our competitors may:

	•	develop and market products that are less expensive or more effective than our future products;

	•	commercialize competing products before we, or our partners, can launch any products developed from our product candidates;

	•	operate larger research and development programs or have substantially greater financial resources than we do;

	•	have greater success in recruiting skilled technical and scientific workers from the limited pool of available talent;

	•	more effectively negotiate third-party licenses and strategic relationships; and

	•	take advantage of acquisition or other opportunities more readily than we can.

Intellectual Property

Registration date	Registration number	Name	Country
2015.08.31	1550568	motor control system of boat	Rep. of Korea
2015.04.27	1517017	battery cooling system and boat using it	Rep. of Korea
2015.02.11	1494524	battery connection system	Rep. of Korea
2014.11.11	1462575	REFRIGERATING APPARATUS FOR REFERIGERATING VEHICLE	Rep. of Korea
2014.11.11	1462576	REFRIGERATING APPARATUS FOR REFERIGERATING VEHICLE	Rep. of Korea
2013.01.25	1228434	Zinc-air fuel cell assembly for ocean	Rep. of Korea
2013.01.25	1228435	Zinc-air fuel cell assembly for ocean	Rep. of Korea

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2012.4.17	1140345	Electric vehicle power development apparatus	Rep. of Korea
2012.11.26	1206784	Zinc-air fuel cell system, and control method for the same	Rep. of Korea
2012.10.05	1187829	Zinc-air fuel cell assembly having zinc oxide secession means	Rep. of Korea
2012.10.05	1187866	Zinc-air fuel cell reaction cell structure	Rep. of Korea
2012.10.05	1187870	Zinc-air fuel cell reaction cell unit enabling simultaneous supply and emission of zinc-ball	Rep. of Korea
2012.09.26	662002	Scooter	Rep. of Korea
2012.09.26	662003	Scooter	Rep. of Korea
2012.09.26	662004	Scooter	Rep. of Korea
2012.09.13	1184335	Motor	Rep. of Korea
2012.09.06	1182336	Cell voltage balancing control method of battery management system	Rep. of Korea
2012.07.25	1170001	Motor	Rep. of Korea
2012.07.25	1170002	Battery stack assembly	Rep. of Korea
2012.07.19	1168597	Zinc-ball supplying apparatus	Rep. of Korea
2012.07.19	1168598	Zinc-air fuel cell assembly of radial shape stack structure	Rep. of Korea
2012.07.02	1163537	Electric vehicle fuel cell duality system	Rep. of Korea
2012.06.27	1161613	Electric automobile driving mode control method	Rep. of Korea
2012.06.07	1155993	Electric vehicle battery housing	Rep. of Korea
2012.05.29	1152790	Zinc-ball supplying apparatus	Rep. of Korea
2012.05.29	1152793	Zinc-ball supplying apparatus	Rep. of Korea
2012.05.24	1151779	Electric vehicle motor cooling apparatus	Rep. of Korea
2012.05.24	1151783	Zinc-ball supplying apparatus	Rep. of Korea
2012.05.16	1148980	Electric vehicle battery charging apparatus	Rep. of Korea
2012.04.30	1143406	Electric truck battery mounting structure	Rep. of Korea
2011.04.05	1028773	Electric vehicle powertrain gear apparatus	Rep. of Korea
2011.04.05	1028758	Electric automobile driving mode automatic control method	Rep. of Korea
2011.04.05	1028755	Electric vehicle motor cooling apparatus	Rep. of Korea
2011.04.05	1028756	Power input control circuit for battery management system	Rep. of Korea
2011.03.18	1024663	Zinc-Air fuel cell stack assembly	Rep. of Korea
2011.02.09	1015138	Battery stack assembly	Rep. of Korea
2011.01.17	1010235	Zinc-air fuel cell assembly	Rep. of Korea
2011.01.17	1010236	Zinc-air fuel cell assembly	Rep. of Korea
2011.01.05	1007554	Zinc-Air fuel cell stack assembly	Rep. of Korea
2011.01.05	1007593	Car velocity control method to electric vehicle battery charging state	Rep. of Korea
2010.12.22	1004621	Motor magnetic position fixing apparatus	Rep. of Korea
2010.12.15	1002963	Zinc-air fuel cell assembly	Rep. of Korea
2010.12.15	1002965	Zinc-ball supplying apparatus	Rep. of Korea
2010.12.10	1001982	Battery stack assembly	Rep. of Korea
2010.11.09	994438	Zinc-air fuel cell electrolyte emission system	Rep. of Korea
2010.09.29	985521	Battery stack assembly	Rep. of Korea
2010.08.11	977018	Zinc-air fuel cell reaction cell structure	Rep. of Korea
2010.08.11	976504	Zinc-air fuel cell assembly	Rep. of Korea
2010.07.30	831435	Hilless	Rep. of Korea

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2008.05.06	490413	Vehicle	Rep. of Korea
2007.07.24	0744057	Embedded system and a graphic user interface displaying method thereof	Rep. of Korea
2007.05.30	0725405	WIRELESS RECEIVING DEVICE WITHOUT PLL FREQUENCYSYTHESIZER AND WIRELESS RECEIVING METHOD USING THE SAME	Rep. of Korea
2007.02.07	682489	A Multi Motor Device for Electric Vehicle	Rep. of Korea
2006.07.05	0599667	Separator for fuel cell using the metal coated with TiN, method to prepare there it, and polymer electrolyte membrane fuel cell comprising the same	Rep. of Korea

Employees

We currently have 45 employees to manage our ongoing operation, though it is expected that selective hires will be made to allow us to manage ongoing clinical trials.

Available Information

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, referred to herein as the SEC. Our SEC filings, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act are available to the public free of charge over the Internet at our website at http://www.leomotors.com or at the SEC's web site at http://www.sec.gov. Our SEC filings will be available on our website as soon as reasonably practicable after we have electronically filed or furnished them to the SEC.

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ITEM 1A. RISK FACTORS

Investing in our Common Stock involves a high degree of risk. You should carefully consider the risks described below with all of the other information included in this prospectus before making an investment decision. If any of the possible adverse events described below actually occurs, our business, results of operations or financial condition would likely suffer. In such an event, the market price of our Common Stock could decline and you could lose all or part of your investment.

Risks Related to Our Business

Products that fail to meet specifications, are defective, or that are otherwise incompatible with end uses could impose significant costs on us.

Products that do not meet specifications or that contain, or are perceived by our customers to contain, defects or that are otherwise incompatible with end uses could impose significant costs on us or otherwise materially adversely affect our business, results of operations or financial condition. If problems with nonconforming, defective or incompatible products occur after we have shipped such products, we could be adversely affected in several ways, including the following:

•	we may be required to replace product or otherwise compensate customers for costs incurred or damages caused by defective or incompatible product, and
•	we may encounter adverse publicity, which could cause a decrease in sales of our products.

The limited availability of raw materials or supplies could materially adversely affect our business, our results of operations, or our financial condition.

Our operations require raw materials that meet exacting standards. We generally have multiple sources of supply for our raw materials. However, only a limited number of suppliers are capable of delivering certain raw materials that meet our standards. Shortages may occur from time to time in the future. In addition, disruptions in transportation lines could delay our receipt of raw materials. Lead times for the supply of raw materials have been extended in the past. If our supply of raw materials is disrupted or our lead times extended, our business, results of operations or financial condition could be materially adversely affected.

Our proprietary rights may not adequately protect our intellectual property and product candidates and if we cannot obtain adequate protection of our intellectual property and product candidates, we may not be able to successfully market our product candidates.

Our commercial success will depend in part on obtaining and maintaining intellectual property protection for our technologies and product candidates. We will only be able to protect our technologies and product candidates from unauthorized use by third parties to the extent that valid and enforceable patents cover them, or that other market exclusionary rights apply.

The patent positions of companies, like ours, can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in such companies' patents has emerged to date in the United States. The general patent environment outside the United States also involves significant uncertainty. Accordingly, we cannot predict the breadth of claims that may be allowed or that the scope of these patent rights would provide a sufficient degree of future protection that would permit us to gain or keep our competitive advantage with respect to these products and technology.

In addition, others may independently develop similar or alternative compounds and technologies that may be outside the scope of our intellectual property. Should third parties obtain patent rights to similar compounds or technology, this may have an adverse effect on our business.

If we fail to attract and retain senior management, consultants, advisors, and scientific and technical personnel, our product development and commercialization efforts could be impaired.

Our performance is substantially dependent on the performance of our senior management and key scientific and technical personnel. The loss of the services of any member of our senior management or our scientific or technical staff may significantly delay or prevent the development of our product candidates and other business objectives by diverting management's attention to transition matters and identification of suitable replacements, if any, and could have a material adverse effect on our business, operating results and financial condition.

In addition, we believe that we will need to recruit additional executive management and scientific and technical personnel. There is currently intense competition for skilled executives and employees with relevant scientific and technical expertise, and this competition is likely to continue. The inability to attract and retain sufficient scientific, technical and managerial personnel could limit or delay our product development efforts, which would adversely affect the development of our product candidates and commercialization of our potential products and growth of our business.

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We expect to expand our research, development, clinical research and marketing capabilities and, as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.

We expect to have significant growth in expenditures, the number of our employees and the scope of our operations, in particular with respect to those potential products that we elect to commercialize independently or together with others. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities and continue to train qualified personnel. Due to our limited resources, we may not be able to effectively manage the expansion of our operations or train additional qualified personnel. The physical expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our business plan or disrupt our operations.

We have a history of losses and expect to continue to incur losses and may not achieve or maintain profitability.

We expect to incur additional losses for at least the next several years and cannot be certain that we will ever achieve profitability. As a result, our business is subject to all of the risks inherent in the development of a new business enterprise, such as the risk that we may not obtain substantial additional capital needed to support the expenses of developing our technology and commercializing our potential products; develop a market for our potential products; and/or attract and retain qualified management, technical and scientific staff.

Risks Related to Doing Business in Korea

The movement of the Korean Won against the U.S. dollar and other currencies may have a material adverse effect on us.

The Korean Won has fluctuated significantly against major currencies in recent years, especially as a result of the recent global financial crisis and the relatively speedy recovery of Korean economy therefrom. The depreciation of the Won against U.S. dollar and other foreign currencies typically results in a material increase in the cost of fuel and equipment purchased from overseas and the cost of servicing our foreign currency-denominated debt as the prices for substantially all of the fuel materials and a significant portion of the equipment we purchase are stated in currencies other than the Won, generally in U.S. dollars. As a result, any significant depreciation of Won against the U.S. dollar or other major foreign currencies will have a material adverse effect on our profitability and results of operations

The movement of the Won against the U.S. dollar and other currencies may have a material adverse effect on us.

The Won has fluctuated significantly against major currencies in recent years, especially as a result of the recent global financial crisis and the relatively speedy recovery of Korean economy therefrom. The depreciation of Won against U.S. dollar and other foreign currencies typically results in a material increase in the cost of fuel and equipment purchased from overseas and the cost of servicing our foreign currency-denominated debt as the prices for substantially all of the fuel materials and a significant portion of the equipment we purchase are stated in currencies other than Won, generally in U.S. dollars. As a result, any significant depreciation of Won against the U.S. dollar or other major foreign currencies will have a material adverse effect on our profitability and results of operations.

Escalations in tensions with North Korea could have an adverse effect on us.

Relations between Korea and North Korea have been tense throughout Korea's modern history. The level of tension between the two Koreas has fluctuated and may increase abruptly as a result of current and future events. In recent years, there have been heightened security concerns stemming from North Korea's nuclear weapon and long- range missile programs and increased uncertainty regarding North Korea's actions and possible responses from the international community. In December 2002, North Korea removed the seals and surveillance equipment from its Yongbyon nuclear power plant and evicted inspectors from the United Nations International Atomic Energy Agency. In January 2003, North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty. Since the renouncement, Korea, the United States, North Korea, China, Japan and Russia have held numerous rounds of six party multi-lateral talks in an effort to resolve issues relating to North Korea's nuclear weapons program.

There can be no assurance that the level of tension on the Korean peninsula will not escalate in the future. Any further increase in tensions, which may occur, for example, if North Korea experiences a leadership crisis, high-level contacts break down or military hostilities occur, could have a material adverse effect on our operations and the market value of our common stock.

You may not be able to enforce a judgment of a foreign court against us.

A significant portion of the assets of our directors and officers named in this Form 10-K, and substantially all of our assets are located in Korea. As a result, it may not be possible for you to enforce judgments, against either our assets or us, obtained in United States based on the civil liability provisions of the United States federal securities laws. There is doubt as to the enforceability in Korea, either in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated on the United States federal securities laws.

Risks Related to Our Industry

Our competitors may develop products that are less expensive, are safer or more effective, and thus may diminish or eliminate the commercial success of any potential products that we may commercialize.

If our competitors' market products that are less expensive, safer or more effective than our future products developed from our product candidates, or that reach the market before our product candidates, we may not achieve commercial success. The market may choose to continue utilizing the existing products for any number of reasons, including familiarity with or pricing of these existing products. The failure of any of our product candidates to compete with products marketed by our competitors would impair our ability to generate revenue, which would have a material adverse effect on our future business, financial condition and results of operations.

We expect to compete with several companies and our competitors may:

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	•	develop and market products that are less expensive or more effective than our future products;

	•	commercialize competing products before we or our partners can launch any products developed from our product candidates;

	•	operate larger research and development programs or have substantially greater financial resources than we do;

	•	initiate or withstand substantial price competition more successfully than we can;

	•	have greater success in recruiting skilled technical and scientific workers from the limited pool of available talent;

	•	more effectively negotiate third-party licenses and strategic relationships; and

	•	take advantage of acquisition or other opportunities more readily than we can.

Risks Related to Our Common Stock

The stock market, particularly in recent years, has experienced significant volatility. Factors that could cause this volatility in the market price of our Common Stock include:

	•	failure or discontinuation of any of our research;

	•	delays in establishing new strategic relationships;

	•	delays in the development or commercialization of our potential products;

	•	market conditions and issuance of new or changed securities analysts' reports or recommendations;

	•	actual and anticipated fluctuations in our financial and operating results;

	•	developments or disputes concerning our intellectual property or other proprietary rights;

	•	introduction of technological innovations or new commercial products by us or our competitors;

	•	issues in manufacturing our potential products;

	•	third-party healthcare reimbursement policies;

	•	litigation or public concern about the safety of our product candidates; and

	•	additions or departures of key personnel.

These and other external factors may cause the market price and demand for our Common Stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of Common Stock and may otherwise negatively affect the liquidity of our Common Stock. In the past, when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management.

We have not and do not anticipate paying any dividends on our common stock.

We have paid no dividends on our common stock to date and it is not anticipated that any dividends will be paid to holders of our common stock in the foreseeable future. While our future dividend policy will be based on the operating results and capital needs of the business, it is currently anticipated that any earnings will be retained to finance our future expansion and for the implementation of our business plan. As an investor, you should take note of the fact that a lack of a dividend can further affect the market value of our stock, and could significantly affect the value of any investment in our Company.

We are subject to the reporting requirements of federal securities laws, this can be expensive and may divert resources from other projects, thus impairing its ability grow.

We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other federal securities laws, including compliance with the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders will cause our expenses to be higher than they would have been if we had remained privately held.

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If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our Common Stock.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.

Public company compliance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public company, we expect these new rules and regulations to increase our compliance costs in 2016 and beyond and to make certain activities more time consuming and costly. As a public company, we also expect that these new rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

The limited trading market for our common stock results in limited liquidity for shares of our common stock and significant volatility in our stock price.

Although prices for our shares of common stock are quoted on the OTCQB, there is little current trading and no assurance can be given that an active public trading market will develop or, if developed, that it will be sustained. The OTCQB is generally regarded as a less efficient and less prestigious trading market than other national markets. There is no assurance if or when our common stock will be quoted on another more prestigious exchange or market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. The absence of an active trading market reduces the liquidity of our common stock.

The market price of our stock is likely to be highly volatile because for some time there will likely be a thin trading market for the stock, which causes trades of small blocks of stock to have a significant impact on our stock price. As a result of the lack of trading activity, the quoted price for our common stock on the OTCQB is not necessarily a reliable indicator of its fair market value. Further, if we cease to be quoted, holders of our common stock would find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common stock, and the market value of our common stock would likely decline.

Our Common Stock is currently deemed a "penny stock," which makes it more difficult for our investors to sell their shares.

Our Common Stock is subject to the "penny stock" rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on The NASDAQ Stock Market or other national securities exchange and trades at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

Offers or availability for sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.

If our stockholders sell substantial amounts of our Common Stock in the public market upon the expiration of any statutory holding period, under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our Common Stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

We operate out of a workshop and warehouse building located at 1222-46 Kiupdanji-Ro Gongdo-Eup, Ansung City, Kyunggi Do, Republic of Korea, and an office located at 3F. 1364-27 Seocho-Dong, Seocho-Gu Seoul, Republic of Korea. The lease is for two-years, renewable every two years, and the operating rents of both sites are approximately $120,000 annually.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings that, individually or in the aggregate, are deemed to be material to our financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Our common stock is quoted in the United States on the OTCQB, maintained by the OTC Markets Group. There can be no assurance that a regular trading market will develop or if developed, may not be sustained. The following table sets forth, for the calendar periods indicated the range of the high and low last reported of the Company's common stock, as reported by the OTCQB. The quotations represent inter-dealer prices without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions. The quotations may be rounded for presentation.

MARKET PRICE

Period	High			Low
First Quarter 2015		$	0.071		$	0.07
Second Quarter 2015		$	0.43		$	0.41
Third Quarter 2015		$	0.39		$	0.37
Fourth Quarter 2015		$	0.311		$	0.289

Period	High			Low
First Quarter 2014		$	0.18		$	0.063
Second Quarter 2014		$	0.079		$	0.032
Third Quarter 2014		$	0.09		$	0.0227
Fourth Quarter 2014		$	0.10		$	0.0521

As of March 28, 2016, we had approximately 955 stockholders of record.

Transfer Agent

Our transfer agent is Madison Stock Transfer, Inc., Brooklyn, New York.

Dividend Policy

The Company has not issued any dividends on the common stock to date, and does not intend to issue any dividends on the common stock in the near future. We currently intend to use all profits to further the growth and development of the Company.

Unregistered Sales of Equity Securities

During the year ended December 31, 2015, and in the subsequent period through the date hereof the Company made the following issuances of unregistered securities:

Third Party Agreements

		On January 28, 2015 we issued 295,775 shares for the legal services to Darrin M. Ocasio. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend. On February 4, 2015 we issued 295,775 shares for the legal services to Darrin M. Ocasio. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.
		On February 13, 2015 we issued 300,000 shares for IR services to Princeton Research Inc. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend. On April 27, 2015 we issued 350,000 shares for the legal services to Darrin M. Ocasio. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend. On July 17, 2015 we issued 61,738 shares for the legal services to Darrin M. Ocasio. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend. On September 22, 2015 we issued 68,093 shares for the legal services to Darrin M. Ocasio. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.

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On October 30, 2015 we issued 18,832 shares for the legal services to Darrin M. Ocasio. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.

On November 11, 2015 we issued 140,000 shares for the advisory services to MYONG YONG JUNG. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and Include an appropriate restrictive legend.

On November 11, 2015 we issued 100,000 shares for the advisory services to SUN CHUAN CHUN. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and Include an appropriate restrictive legend.

On November 11, 2015 we issued 60,000 shares for the advisory services to SEUNG UK YUH. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and Include an appropriate restrictive legend.

On November 11, 2015 we issued 60,000 shares for the advisory services to KWAN SUN PARK. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and Include an appropriate restrictive legend.

On November 11, 2015 we issued 60,000 shares for the advisory services to YAO QI. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and Include an appropriate restrictive legend.

On November 11, 2015 we issued 60,000 shares for the advisory services to HUAI YANG. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and Include an appropriate restrictive legend. But we are going to cancel this issuance because he informed to us that he cannot provide the services as corporate advisor.

On November 30, 2015 we issued 29,203 shares for the legal services to Darrin M. Ocasio. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.

On December 04, 2015 we issued 40,000 shares for the advisory services to MYONG YONG JUNG. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and Include an appropriate restrictive legend.

Capital Increases

		On February 4, 2015 we issued 5,693,165 shares to Yong Woo Kim, according to the security purchase agreement in the amount of $305,723; This issuance was intended to be exempt from the registration requirements pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
		On February 4, 2015 we issued 4,754,655 shares to Mi Sun Jung according to the security purchase agreement in the amount of $255,325; This issuance was intended to be exempt from the registration requirements pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
		On February 4, 2015 we issued 4,476,443shares to Yong Woo Kim, according to the security purchase agreement in the amount of $240,385. This issuance was intended to be exempt from the registration requirements pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. On April 21, 2015 we issued 1,801,802 shares to Uk Hee Jo in conversion of the security purchase agreement in the amount of $180,180.20. This issuance was intended to be exempt from the registration requirements pursuant to Section 3(a) (9) of the Securities Act of 1933, as amended. On April 21, 2015 we issued 900,901 shares to Chul Hun Choi in conversion of cash investment in the amount of $90,090.10. This issuance was intended to be exempt from the registration requirements pursuant to Section 3(a) (9) of the Securities Act of 1933, as amended.

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On December 2, 2015 we issued 50,400 shares to MIN JUNG KANG, according to the security purchase agreement in the amount of $12,096; This issuance was intended to be exempt from the registration requirements pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

On December 2, 2015 we issued 36,000 shares to HYUNG GEUN KIM, according to the security purchase agreement in the amount of $8,640; This issuance was intended to be exempt from the registration requirements pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

On December, 2015 we issued 111,600 shares to CHANG IN YIM, according to the security purchase agreement in the amount of $26,784; This issuance was intended to be exempt from the registration requirements pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

Stock Swap

On June 26, 2015 we issued 175,071 shares for the exchange of 350,000 stocks of Leo Motors Co., Ltd., its Korea subsidiary, which was owned by Han Wook Bae. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.

On June 26, 2015 we issued 680,720 shares for the exchange of 1,360,897 stocks of Leo Motors Co., Ltd., its Korea subsidiary, which was owned by Sang Eon Park. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.

Other than the sales outline above, the Company has previously disclosed all recent sales of unregistered securities on Current Reports on Form 8-K. Such Current Reports are incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

Not required by smaller reporting companies.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This report contains forward-looking statements. These forward-looking statements include, without limitation, statements containing the words "believes," "anticipates," "expects," "intends," "projects," "will," and other words of similar import or the negative of those terms or expressions. Forward-looking statements in this report include, but are not limited to, expectations of future levels of research and development spending, general and administrative spending, levels of capital expenditures and operating results, sufficiency of our capital resources, our intention to pursue and consummate strategic opportunities available to us, including sales of certain of our assets. Forward-looking statements subject to certain known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to those described in "Risk Factors" of the reports filed with the Securities and Exchange Commission.

SPECIAL NOTICE ABOUT GOING CONCERN AUDIT OPINION

OUR AUDITOR HAS ISSUED AN OPINION EXPRESSING DOUBT AS TO OUR ABILITY TO CONTINUE IN BUSINESS AS A GOING CONCERN. YOU SHOULD READ THIS ANNUAL REPORT ON FORM 10-K WITH THE "GOING CONCERN" ISSUES IN MIND.

This Management's Discussion and Analysis should be read in conjunction with the financial statements included in this Annual Report on Form 10-K (the "Financial Statements"). The financial statements have been prepared in accordance with generally accepted accounting policies in the United States ("GAAP"). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.

Overview

Leo Motors, Inc. (the "Company") is a Nevada corporation incorporated on September 8, 2004. The Company established a wholly-owned operating subsidiary in Korea named Leo Motors, Co. Ltd. ("Leozone") on July 1, 2006. Through Leozone, the Company is engaged in the research and development ("R&D") of multiple products, prototypes, and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train, and storage technologies. Leozone operates through four unincorporated divisions: new product research & development ("R&D"), post R&D development (such as product testing), production, and sales.

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The specific goals of the Company over the next twelve months include:

	· Focus on the capitalization of the Company;
	· Focus on the sale of the E-Boats and E-Box;
	· Business development in China by establishing joint venture company in China, and in Japan;
	· Continue with R&D of our EV's, electric boats, and related products as capital permits.

Recent Business Developments

On March 31, 2015, the Company acquired, by merger, 50% of three companies; Leo Motors Factory I, Leo Motors Factory II, and Erum Motors, through capital investment. Leo Motors Factory 1 and 2 are auto repair shops which are specialized in repairing hand-made luxury cars. Erum is specialized in trading luxury cars. These companies are making revenues successfully. And their revenues will be consolidated as the revenue of Leo Motors. With the acquisitions, Leo Motors will develop the Korea's first "Electric Vehicle Repair Shop" which will repair Hybrid cars as well as pure electric cars for large auto makers. And Leo Motors will add major EV dealerships to Erum (its name was changed into Leo Trading after acquisition).

On July 14, 2015, the Company's wholly owned subsidiary, LGM, entered into a Memorandum of Understanding with the Korea Institute for Military Affairs (KIMA), a subsidiary of Ministry of National Defense of Korea for further collaborative development of two projects: (i) an interactive "Connected Life Jacket;" and (ii) interactive, cloud connected, military electric smart boats. By entering into the Memorandum of Understanding, KIMA and LGM will collaborate in the further development of the most appropriate military defense capabilities for both the LGM Life Jacket and the LGM electric boats.

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On August 18, 2015, Leo and LG U Plus, a leading mobile communication provider in Korea, entered in an MOU to construct of telecommunication infrastructure for electric vehicles and boats. Both companies collaborate in the development of total service solution and controlling devices for electric vehicles, boats and chargers.

On September 30, 2015, Leo Korea increased its capital stock from 3,728,792,300 won (approximately $3,186,457) to 5,805,518,900 Won (approximately $4,961,134), an increase of approximately $1.8 million, including cash investment of approximately $854,555. With the increase of capital, we believe Leo Korea is financially better positioned to manufacture major EV components when our projects in China and the BIMP-EAGA countries start.

On October 21, 2015, the Company entered into a Memorandum of Understanding with the city of Puerto Princesa (PPC) in Philippines, the BRUNEI DARUSSALAM BIMP-EAGA BUSINESS COUNCIL (BDBEBC) to jointly start Electric Taxi businesses in the city. With the MOU, Leo Motors initiates a project that may change more than 4,000 internal combustion engine (ICE) tricycle taxies in PPC to electric tricycle taxis.

On October 27, 2015, the Company filed a patent application for its battery power pack comprised of battery cells that deliver full capacity and power in extreme cold temperatures. Traditional batteries fail in extreme cold temperatures thus incapacitating Electric Vehicles in the extreme cold regions of the world. Even though China has regulations requiring 30% of new government-purchased vehicles to be electric, there are few EV's in the Northern parts of China. Russia has the same problem in its cold regions. LEO has solved the cold region problem with its newly invented Nano Carbon Technology (CNT) electric vehicle battery power pack that functions and supplies full power in low temperatures (under -49 degrees F) without any capacity or power loss. Named the "Extreme Power Pack," Leo's new battery power packs will be used for electric snow mobiles and Energy Storage Systems as well electric vehicles in very cold regions worldwide.

November 23, 2015, the Company entered into a Memorandum of Understanding with the BRUNEI DARUSSALAM BIMP-EAGA BUSINESS COUNCIL (BDBEBC) to set up a GLOBAL Electric Go Kart (EGK) joint venture. EGK's initial indoor Go Kart track installations will be in Brunei and on Jeju Island in Korea. Go Kart is one of most popular motor sports in Brunei where the venture is building the world's largest indoor Go Kart track of approximately 4 acres. Leo will supply newly developed Go Kart using its proprietary cartridge battery swap system. Instead of the standard sidelining of the Go Kart for recharging, Leo's Go Karts swap a depleted battery for a fully charged one within seconds. Batteries are pre-charged in the charging center, eliminating the need for players to wait for charging.

Results of Operations for the Twelve Months Ended December 31, 2015 compared to the Twelve Months Ended Decembers 31, 2014

Revenues

Sales for the year ended December 31, 2015 were $4,299,187 compared to $693,096 for the year ended December 31, 2014, reflecting an increase of $3,606,091. Most of this is revenue increase from our newly acquired subsidiaries Leo Motors Factory 1, Leo Motors Factory 2, and Leo Trading which generated $3,800,518 in the current year and none in 2014.

Cost of Sales

Costs of sales were $3,275,587 for the year ended December 31, 2015 compared to $379,066 for the year ending December 31, 2014, reflecting the cost of sales generated in our newly acquired subsidiaries Leo Motors Factory 1, Leo Motors Factory 2, and Leo Trading which generated $2,772,078 in the current year and none in 2014.

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Operating Expenses

During the year ended December 31, 2015, we incurred $5,421,508 in expenses, compared to $3,468,599 in the period ended December 31, 2014. With three additional operating subsidiaries in 2015 the increase in expenses for this current year is attributable to an increase in salaries and benefits as well as increased research and development expenses in 2015 as the company continues to explore new products. The detail is provided in the table below.

Expenses for the fiscal year 2015 and 2014 consisted of the following:

	Year Ended
Expenses:	December 31, 2015		December 31 2014

Salaries and Benefits	$	1,706,968	$	1,476,145
Consulting and Service Fees	$	758,702	$	0
Research and Development	$	1,278,402	$	1,027,676
Selling, General and Administrative	$	1,677,436	$	964,788

Total	$	5,421,508	$	3,468,609

Salaries and Benefits consist of total of common stock issued to our executive officers as compensation for their services as officers of the Company and cash compensation paid to our employees during the year and the cost of all benefits provided to our employees.

Consulting and Service Fees consist of consist of accounting, legal, and professional fees.

Selling, General and Administrative consists of travel expenses, entertainment expenses, communication expenses, utilities, taxes & dues, depreciation expenses, rent, repairs, vehicle maintenance, ordinary development expenses, shipping, education & training, printing, storage, advertising, insurance, office supplies and expense, payroll expenses, investor referral fees and other miscellaneous expenses.

Other Income (Expenses)

During the year ended December 31, 2013 the company had net non-operating expense of $362,062 and for the year ended December 31, 2012 net non-operating income of $1,058,582, a decrease of $1,420,644. During the 2012 fiscal year the Company had a net non-operating income largely from the result of the forgiveness of debt for $1,309,028. There was also stock sold for a profit of $52,893. These gains were offset in part by interest expense of $136,775 in 2013 and $197,634 in 2012 and miscellaneous items.

Liquidity and Capital Resources

Our liquidity and capital resources are limited. Accordingly, our ability to initiate our plan of operations and continue as a going concern is currently dependent on our ability to either generate significant new revenues or raise external capital through additional borrowing or the sale of additional equity.

The Company's total assets at December 31, 2014 were $1,395,845 and total current liabilities were $4,298,455, all of which were current. Significant losses from operations have been incurred since inception and there is an accumulated deficit of $(21,357,211) as of December 31, 2014. Continuation as a going concern is dependent upon attaining capital to achieve profitable operations while maintaining current fixed expense levels.

Off-Balance Sheet Arrangements

None.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements are included herein commencing on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

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ITEM 9A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and our principal financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and our principal financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. There was no change in our internal controls or in other factors that could affect these controls during our last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our CEO and our CFO, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our CEO and our CFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that material information required to be disclosed is made known to management and others, as appropriate, to allow timely decision regarding required disclosure and that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management's Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, with the participation of the CEO, evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our management, with the participation of the CEO, concluded that, as of December 31, 2015, our internal control over financial reporting was ineffective and there are material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses relate to the limited number of persons responsible for the recording and reporting of financial information, the lack of separation of financial reporting duties, and the limited size of our management team in general. We are in the process evaluating methods of improving our internal control over financial reporting, including the possible addition of financial reporting staff and the increased separation of financial reporting responsibility, and intend to implement such steps as are necessary and possible to correct these material weaknesses.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permits us to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the fourth quarter of the year ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTOR AND EXECUTIVE OFFICER SUMMARY

The following persons are our executive officers and directors as of March 29, 2016, and hold the positions set forth opposite their respective names.

NAME OF DIRECTOR OR OFFICER	AGE	POSITION

Jun Heng Park	45	Co-Chief Chief Executive Officer, President and Co-Chairman
Shi Chul (Robert) Kang	55	Co-Chief Executive Officer and Co-Chairman
Jeong Youl Choi	46	Chief Financial Officer and Director

EXECUTIVE OFFICER AND DIRECTOR BIOS

Jun Heng Park – Co-Chief Executive Officer, President and Co-Chairman

Mr. Park has been a director of the Company since October 15, 2012 and has led the Company with regards to its business planning and strategy since his appointment. Mr. Park has managed several businesses including as Chief Executive Officer of the World Cyber Games in 2002. Mr. Park was Chief Executive Officer of IAG KOREA Co. Ltd, Major Insurance Company in 2006. Mr. Park was Chief Executive Officer of Unitech Co. Ltd., a computer assembly company in Korea from 2009 to 2010. Mr. Park received his bachelor's degree at Centennial College, Toronto. Canada and his business degree from George Brown College, Toronto, Canada.

Shi Chul (Robert) Kang – Co-Chief Executive Officer and Co-Chairman

Dr. Kang holds a Ph. D. degree in marketing and has worked in international advertising and corporate marketing areas for more than 30 years. He began his career at Oricom, the largest advertising agency in Korea and a McCann Ericson affiliate. He founded Ad Express and On&Off and managed the firms for 11 years. He served as president of Pico North Asian, a multinational global event marketing company in Hong Kong. Dr. Kang previously served as the Company's CEO and interim CFO from 2008 to 2011. Currently, he is working as the chairman of Talent Donation Consultant Association and Head Professor of Business Consultant Starter School of the City Government of Seoul. Dr. Kang will focus on business development and financing of Leo Motors. Dr. Kang received his BS in literature from Korea University, his MA in advertising from University of Oregon, and his Ph. D. in marketing from Dongguk University in Korea.

Jeongyoul Choi – Director

Mr. Choi joined the Company in January of 2012. Mr. Choi was Chief Executive Officer of Neo solar, a solar power company, from 2006 to 2007. Mr. Choi was Chief Executive Officer of Good EMG, total entertainment company, from 2007 to 2008. Mr. Choi helped lead the A1 Grand prix Korea, World Motor Racing Challenge for National team, 2007 while at Good EMG.

Family Relationships

There are no family relationships between any of our directors and our executive officers.

Involvement in Certain Legal Proceedings

To the Company's knowledge, during the past ten (10) years, none of the Company's directors, executive officers, promoters, control persons, or nominees has been:

·	the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·	convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·	subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

·	found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law

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Code of Ethics

We have not adopted a code of ethics to date. We are in the process of evaluating the standards of conduct necessary for the deterrence of malfeasance and the promotion of ethical conduct and accountability, and will determine whether a code of ethics is necessary based on our evaluation.

Director independence

As all of the Company's directors are employees of the Company, the Company does not have any independent directors on its Board, as defined by the rules of the NASDAQ Stock Market.

Corporate Governance

The Company does not have a standing Nominating Committee. There have been no changes to the procedures whereby security holders may recommend nominees to the registrant's board of directors.

The Company does not have a standing Audit Committee. We do not have a financial expert serving on our board of directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the Securities and Exchange Commission and with any exchange on which the Company's securities are traded. Officers, directors and persons owning more than ten percent of such securities are required by Commission regulation to file with the Commission and furnish the Company with copies of all reports required under Section 16(a) of the Exchange Act. To our knowledge, based solely upon our review of the copies of such reports furnished to us, during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the annual and long-term compensation paid to our Chief Executive Officer and the other executive officers who earned more than $100,000 per year at the end of the last two completed fiscal years. We refer to all of these officers collectively as our "named executive officers."

Position	Year	Salary		Awards	Awards	Comp	Total
Jun Heng Park (1)	2015	$	400,000	$ Nil	$ Nil	$	$	400,000
	2014	$	400,000	$ Nil	$ Nil	$	$	400,000


Shi Chul Kang (2)	2015	$	400,000	$ Nil	$ Nil	$	$	400,000
	2014	$	400,000	$ Nil	$ Nil	$	$	400,000

Jeong Yoel Choi (3)	2015	$	300,000	$ Nil	$ Nil	$	$	300,000
	2014	$	300,000	$ Nil	$ Nil	$	$	300,000

(1) Jun Heng Park was appointed the Company's Co-CEO and President on October 15, 2012.

(2) Shi Chul Kang was appointed Co-CEO and Chairman on November 4, 2013.

(3) Jeong Youl Choi was appointed the Company's CFO on July 17, 2014.

Employment Agreements with Executive Officers

On January 1, 2014, Co-CEO Jun Heng Park agreed to enter into a one year employment agreement with the Company. The agreed annual compensation is $400,000 for services.

On November 4, 2013, Co-CEO Shi Chul Kang agreed to enter into a one year employment agreement with the Company. The agreed annual compensation is $400,000 for services.

On January 1, 2014, CFO Jong Youl Choi agreed to enter into a one year employment agreement with the Company. The agreed annual compensation is $300,000 for services.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth information with respect to grants of options to purchase our common stock to the named executive officers at December 31, 2015.

	Options awards					Stock awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)

Jun Heng Park(1)									$ Nil

Jeong Youl Choi(3)									$ Nil

Shi Chul Kang(2)									$ Nil

Director Compensation

The following table sets forth certain information concerning compensation paid or accrued to our non-executive directors during the year ended December 31, 2014.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Jun Heng Park(1)							Nil
Jeong Youl Choi(3)							Nil
Shi Chul Kang(2)							Nil

Compensation Committee Interlocks and Insider Participation

We do not currently have a standing Compensation Committee. Our entire board of directors participated in deliberations concerning executive officer compensation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the beneficial ownership of our common stock as of December 31, 2015. The table shows the amount of shares owned by:

(1) each person known to us who owns beneficially more than five percent of the outstanding shares of any class of the Company's stock, based on the number of shares outstanding as of December 31, 2015;

(2) Each of the Company's Directors and Executive Officers; and

(3) all of its Directors and Executive Officers as a group.

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IDENTITY OF PERSON OR GROUP	AMOUNT OF SHARES BENEFICIALLY OWNED		PERCENT OF SHARES BENEFICIALLY OWNED(1,2)			CLASS

Jun Heng Park(2)
Co-CEO and President		7,600,000		4.66	%	Common

Jun Hee Won
Director		20,396,223		12.50	%	Common

Shi Chul Kang (2)
Co-CEO and Chairman		2,185,000		1.39	%	Common

Jeon Youl Choi (3)
CFO		3,600,000		2.21	%	Common
Officers and Directors as a group (4 persons)		33,781,223		20.70	%	Common

(1) The percentage of shares owned is based on 163,198,512 shares being outstanding as of March 28, 2016. If the beneficially owned shares of any individual or group in the above table include any options, warrants, or other rights to purchase shares in the Company's stock, such right to purchase share is disclosed by footnote below and the percentage of shares owned includes such shares as if the right to purchase had been duly exercised.

(2) BENEFICIAL OWNERSHIP OF SECURITIES: Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, involving the determination of beneficial owners of securities, a beneficial owner of securities is person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has, or shares, voting power and/or investment power with respect to the securities, and any person who has the right to acquire beneficial ownership of the security within sixty days through means including the exercise of any option, warrant or conversion of a security.

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Except as set forth below, during the past three years, there have been no transactions, whether directly or indirectly, between the Company and any of its officers, directors, or their family members.

The Company does not have any independent directors on its Board, as defined by the NASDAQ Stock Market.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth fees billed to us by our independent auditors for the years ended 2015 and 2014 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

SERVICES	2015		2014
Audit fees	$	35,000	$	14,750
Audit-related fees
Tax fees
All other fees		14,100		7,500

Total fees	$	49,100	$	22,250

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Item 15. Exhibits, Financial Statement Schedules

Exhibit No.		Description
3.1		Amended Articles of Incorporation (Incorporated by reference to the Company's Registration Statement on Form 10 filed on December 10, 2008)
3.2		Restates Bylaws (Incorporated by reference to the Company's Registration Statement on Form 10 filed on December 10, 2008)
10.1		Purchase Agreement between Leo Motors, Inc. and PDI C&D/RDC SPRL, dated August 10, 2012 (incorporated by reference from the Company's Quarterly Report on From 10-Q filed November 23, 2012)
10.2		Amendment to Purchase Agreement between Leo Motors, Inc. and PDI C&D/RDC SPRL, dated October 13, 2012 (incorporated by reference from the Company's Quarterly Report on From 10-Q filed November 23, 2012)
10.3		2010 Employee Stock Option Plan (incorporated by reference from the Company's Current Report on Form 8-K filed February 3, 2010)
10.4		Purchase Agreement between Leo Motors, Inc. and Leo B&T Co. Ltd. (incorporated by reference from the Company Current Report on Form 8-K filed on February 16, 2010)
10.5		Agreement between Leo Motors, Inc. and M&M Corp. dated March 26, 2010 (incorporated by reference from the Company's Current Report on Form 8-K filed March 26, 2010)
10.6		Employment Agreement between Leo Motors, Inc. and Jung Yong Lee dated January 1, 2012 (incorporated by reference from the Company Annual Report on Form 10-K filed on April 16, 2013)
10.7		Investor Relations Program Agreement between Leo Motors, Inc. and JSR Partners Limited, dated April 15, 2014 (incorporated by reference from the Company's Current Report on Form 8-K filed on July 8, 2015)
10.8		Share Swap Agreement by and between Leo Motors, Inc. and LGM Co. Ltd., dated as of July 1, 2014(incorporated by reference from the Company's Current Report on Form 8-K filed on April 25, 2014)
10.9		Form of Securities Purchase Agreement(incorporated by reference from the Company's Current Report on Form 8-K filed on August 6, 2015)
10.10		Non-exclusive Execution Rights on Patent Technology Settlment& Registration Contract, dated September 19, 2014, by and between Leo Motors, Inc. and TPT, Co., Ltd. (incorporated by reference from the Company's Current Report on Form 8-K filed on September 25, 2014)
21*		List of Subsidiaries
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extention Schema
101.CAL		XBRL Taxonomy Extention Calculation Linkbase
101.DEF		XBRL Taxonomy Extention Definition Linkbase
101.LAB		XBRL Taxonomy Extention Label Linkbase
101.PRE		XBRL Taxonomy Extention Presentation Linkbase

* Filed herewith

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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, thereunto duly authorized.

	LEO MOTORS, INC.

March 30, 2016	By:	/s/ Jun Heng Park
		Jun Heng Park
		Chief Executive Officer (Principal Executive Officer) and Director

March 30, 2016	By:	/s/ Jeong Youl Choi
		JeongYoul Choi
		Chief Financial Officer (Principal Financial and Accounting Officer) and Director

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Jun Heng Park
Jun Heng Park	Co-Chief Executive Officer (Principal Executive Officer) and Director	March 30, 2016

/s/ Jeong Youl Choi
JeongYoul Choi	Chief Financial Officer (Principal Financial and Accounting Officer) and Director	March 30, 2016

/s/ Shi Chul Kang		March 30, 2016
Shi Chul Kang	Co-Chief Executive Officer

Report of Independent Registered Public Accounting Firm –Scrudato & Co, PA	F-1

Consolidated Balance Sheets as of December 31, 2015 and 2014	F-2

Consolidated Statements of Operations for the years ended December 31, 2015 and 2014	F-3

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2015 and 2014	F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014	F-5

Notes to Consolidated Financial Statements	F-6

LEO MOTORS, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS EXPRESSED IN US DOLLAR)

	Balance at
	12/31/2015			12/31/2014
	(Audited)			(Audited)
Assets
Current Assets
Cash and cash equivalents	$	243,809		$	217,178
Accounts receivable		1,565,114			542,210
Inventories		496,971			279,783
Prepayment to suppliers		279,229			306,969
Other current assets		32,107			49,705
Total Current Assets		2,617,230			1,395,845
Fixed assets, net		163,001			38,620
Deposit		346,659			51,601
Intangible assets		63,831			63,831
Goodwill		3,057,003			2,444,558
Total Assets	$	6,247,724		$	3,994,455
Liabilities and Equity(Deficit)
Current Liabilities:
Accounts payable and accrued expenses	$	4,082,198		$	2,152,951
Short term borrowings		7,661			448,801
Advance from customers		795,431			40,951
Due to related parties		140,396			150,637
Taxes payable		99,584			159,478
Notes Payable current portion		49,397			526,257
Derivative liability		0			819,922
Total Current Liabilities		5,174,667			4,298,997
Accrued retirement benefits		92,948			2,150
Notes payable long term		273,646			145,316
Other long term liabilities		129,748			0
Total Liabilities		5,671,009			4,446,463
Commitments (Note 8)		-			-
Leo Motors, Inc.("LEOM") Equity(Deficit):
Common stock ($0.001 par value; 300,000,000 shares authorized); 158,948,604 and 138,624,206 shares issued and outstanding at December 31, 2015 and December 31, 2014		158,949			138,624
Additional paid-in capital		20,367,272			17,723,248
Accumulated other comprehensive income		1,251,120			511,229
Accumulated loss		(25,404,609	)		(21,357,211	)
Total Equity(Deficit) Leo Motors, Inc.		(3,627,268	)		(2,984,110	)
Non-controlling interest		4,203,983			2,532,102
Total Equity(Deficit)		576,715			(452,008	)
Total Liabilities and Equity(Deficit)	$	6,247,724		$	3,994,455

"See accompanying notes to consolidated financial statements"

LEO MOTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS EXPRESSED IN US DOLLAR)

	For the Years Ended December 31,
	2015			2014
	(Audited)			(Audited)
Revenues	$	4,299,187		$	693,096

Cost of Revenues		3,275,587			379,066
Gross Profit		1,023,600			314,030

Operating Expenses		5,421,508			3,468,599
Income(loss) from Continuing Operations		(4,397,908	)		(3,154,569	)

Other Income (Expenses)
Interest expense		(319,054	)		(1,325,975	)
Non-Operating (expense) income		225,990			0
Total Other Income (Expenses)		(93,064	)		(1,325,975	)

Income(loss) from Continuing Operations Before Income Taxes		(4,490,972	)		(4,480,544	)

Income Tax Expense		0			0
Net Income(Loss)	$	(4,490,972	)	$	(4,480,544	)

Income(loss) attributable to non-controlling interest	$	(443,574	)	$	(4,817	)

Net Income(Loss) Attributable To Leo Motors, Inc.		(4,047,398	)		(4,485,361	)

Other Comprehensive Income:
Net Income(loss)	$	(4,490,972	)	$	(4,480,544	)
Unrealized foreign currency translation gain		739,891			(42,899	)

Comprehensive Income(loss) Attributable to Leo Motors, Inc.	$	(3,751,081	)	$	(4,523,443	)
Net Loss per Common Share:
Basic	$	(0.03	)	$	(0.05	)
Diluted	$	(0.03	)	$	(0.05	)
Weighted Average Common Shares Outstanding:
Basic	$	155,866,313		$	97,393,209
Diluted	$	155,866,313		$	98,056,098

"See accompanying notes to consolidated financial statements"

LEO MOTORS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS EXPRESSED IN US DOLLAR)
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (AUDITED)

	Common Stock				Additional					Accumulated Other		Non-			Total
	Number of				Paid-in		Accumulated			Comprehensive		Controlling			Stockholders'
	Stocks		Amount		Capital		Loss			Income		Interest			Equity

Balance, December 31, 2013		67,833,662		67,834		13,290,081		(16,871,850	)		468,330		2,527,285			(518,320	)

Stock-based compensation		16,610,000		16,610		1,395,854		-			-		-			1,412,464

Stock Issued in payment of debt		5,965,990		5,965		278,678		-			-		-			284,643

Stock Issued for investment		45,977,264		45,978		2,758,635		-			-		-			2,804,613

Minority interest contributions		2,237,290		2,237		-		-			-		0			2,237

Net loss for the year 2014		-		-		-		(4,485,361	)		-		4,817			(4,480,544	)

Foreign currency translation adjustment		-		-		-		-			42,899					42,899

Balance, December 31, 2014		138,624,206	$	138,624	$	17,723,248	$	(21,357,211	)	$	511,229	$	2,532,102		$	(452,008	)

Stock-based compensation		20,324,398		20,325		1,795,065		-			-		-			1,815,390

Retirement of derivatives		-		-		819,922		-			-		-			819,922

Warrants issued for investment		-		-		29,037		-			-		-			29,037

Minority interest contributions		-		-		-		-			-		2,115,455			2,115,455

Net loss for the year 2014		-		-		-		(4,047,398	)		-		(443,574	)		(4,490,972	)

Foreign currency translation adjustment		-		-		-		-			739,891					739,891

Balance, December 31, 2015		158,948,604	$	158,949	$	20,367,272	$	(25,404,609	)	$	1,251,120	$	4,203,983		$	576,715

LEO MOTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS EXPRESSED IN US DOLLAR)
	For the Years Ended December 31,
	2015			2014
	(Audited)			(Audited)
Cash flows from Operating Activities:
Net loss	$	(4,490,972	)	$	(4,480,544	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		207,837			19,470
Loss on conversion of debt		0			24,376
Amortization debt discount		275,176			340,568
Foreign currency translation		739,891			42,899
Stock-based compensation		903,704			284,643
Gain on derivative liabilites		0			(5,607	)
Impairment of investment		0			762,000
Changes in assets and liabilities:
Accounts Receivable		(1,022,904	)		(542,210	)
Inventories		(217,188	)		(279,783	)
Prepayment to suppliers		27,740			(108,996	)
Other assets		17,598			(19,522	)
Accounts payable, other payables and accrued expenses		1,929,247			1,033,656
Accrued retirement benefits		90,798			(59,886	)
Advances from customers		883,658			(394,488	)
Taxes payable		(59,894	)		12,628
Net cash used in operating activities:		(715,309	)		(3,370,796	)
Cash flows from investing activities:
Investment in equipment		(332,218	)		(16,846	)
Payments on deposits		(295,058	)		0
Net cash provided(used) in investing activities:		(627,276	)		(16,846	)
Cash flows from financing activities:
Proceeds from notes payable		427,208			801,433
Payments on related party debt net		(10,241	)		0
Payments on notes payable		(441,140	)		0
Proceeds from issuance of stock & warrants		1,393,389			2,801,613
Net cash provided(used) by financing activities:		1,369,216			3,603,046
Net Increase in cash and cash equivalents:		26,631			215,404

Cash and cash equivalents - beginning of year		217,178			1,774

Cash and cash equivalents - end of year	$	243,809		$	217,178
Supplemental disclosure of cash flow activities:
Interest	$	43,878		$	0
Income taxes	$	0		$	4,817
Supplemental disclosures of non cash activities:
Conversion of derivative liability	$	819,922		$	569,584
Goodwill on acquisition	$	612,445		$	0
Conversion of debt for common stock	$	1,901,433		$	98,496
Common stock issued for services	$	903,704		$	284,643

"See accompanying notes to consolidated financial statements"

	For the periods ended
	12/31/2015			12/31/2014

Net Income (Loss)	$	(4,490,972	)	$	(4,480,544	)


Weighted-average common stock Outstanding - basic		155,866,313			97,393,209
Equivalents
Stock options		-			0
Warrants		-			0
Convertible Notes		0			662,889
Weighted-average common shares
outstanding- Diluted		155,866,313			98,056,098

For the Year		Amount
Ending

2016		$	220,827
2017			101,249
2018	and beyond		0

Total Commitment		$	322,076

	31-Dec-15		31-Dec-14
	US$		US$
Raw material	$	0	$	0
Work in process		496,971		279,783
Finished goods		0		0
	$	496,971	$	279,783

	31-Dec-15			31-Dec-14

Vehicles	$	146,268		$	7,581
Tools		95,771			12,906
Office		109,447			79,963
Facility equipment		210,502			157,966

Total property and equipment		561,988			258,416

Accumulated depreciation		(398,987	)		(219,796	)
Property and equipment, net	$	163,001		$	38,620

	12/31/15
Hana Bank six month note extended with 12 month term
renewable periods with a variable interest rate currently at 3.65%
interest only payable monthly and securred by the company.	$	45,505

Hana Bank six month note extended with 12 month term
renewable periods with a variable interest rate currently at 6.24%
interest only payable monthly.		75,775

Hana Bank six month note extended with 12 month term
renewable periods with a variable interest rate currently at 3.64%
interest only payable monthly and securred by the company.		46,800

KookMin Bank six month note extended with 12 month term
renewable periods with a variable interest rate currently at 3.28%
interest only payable monthly and securred by the company		85,245

Industrial Bank of Korea Bank four year note extended with 12 month
extension fully amortizing with a variable interest rate currently at 3.83%
payable monthly.		35,718

NH Bank six month note extended with 12 month term
renewable periods with a variable interest rate currently at 7.25%
interest only payable monthly.		34,000

Total Liabilities		323,043

Less current portion		49,397

Long tem debt	$	273,646

	Total
Deferred Tax Assets		8,637,567
Realization Allowance		(8,637,567	)
Balance Recognized	$	-



Statutory Federal Rate	34	%
Effect of Valuation Allowance	(34	%)
Effective Rate	0	%

	31-Dec-15		31-Dec-14
Patents	$	63,554	$	63,554
Trademarks		277		277
Goodwill		3,057,003		2,444,558
Intangible assets		3,120,834		2,508,389
Less impairments		0		0
Intangible assets, net	$	3,120,834	$	2,508,389


		Fair Value Measurement Using
Carrying Value		Level 1		Level 2			Level 3			Total
	-0-		-			-			-0-			-0-
$	-0-	$	-		$	-		$	-0-		$	-0-

	Derivative Liability
Fair value, December 31, 2014	$	819,922
Additions		-0-
Change in fair value		-0-
Transfers in and/or out of Level 3		(819,922	)
Fair value, December 31, 2015	$	-0-

Leo Motors consolidation	LEO Motors			LEO Motors			LGM			LEO Motors			LEO Motors			LEO Trade			ELIM			Consolidated
March 31, 2015	US			Korea						Factory 1			Factory 2			(f/k/a/ Erum)			ENTRIES			Statements
All numbers shown in US Dollars																			DR(CR)			3/31/2015
ASSETS
Cash and cash equivalents	$	374			67853			211,957			91,187			2914			92173			0			466,458
Accounts receivable		0			0			476,777			8,754			48,425			418,422			0			952,378
Inventories		0			0			295,159			0			0			0			0			295,159
Prepayment to suppliers		0			137,236			160,484			0			0			0			0			297,720
Other current assets		0			7,297			57,403			1,595			125,212			36,685			0			228,192
Total Current Assets		374			212,386			1,201,780			101,536			176,551			547,280						2,239,907

Fixed assets, net		6,744			10,530			16,846			63,683			88,181			0			0			185,984
Deposit		0			46,234			22,637			4,804			145,196			9,025			0			227,896
Intangible assets		0			63,831			0			0			0			0			0			63,831
Goodwill		0			0			0			0			0			0			3,057,003			3,057,003
Investment in subsidiaries		8,089,368			0			0			0			0			0			-8,089,368			0
Total Non-Current Assets		8,096,112			120,595			39,483			68,487			233,377			9,025						3,534,714

Total Assets	$	8,096,486			332,981			1,241,263			170,023			409,928			556,305			-5,032,365			5,774,621
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	1,139,889			1,060,342			291,900			97,840			307,112			416,183			0			3,313,266
Short term borrowings		0			256,392			183,245			32,052			0			0			0			471,689
Advance from customers		0			30,381			9,141			0			4,513			0			0			44,035
Due to related parties		0			116,617			0			0			0			0			0			116,617
Taxes payable		0			137,780			10,673			13,559			78,783			226			0			241,021
Notes Payable current portion		0			0			0			0			0			353,747			0			353,747
Total Current Liabilities		1,139,889			1,601,512			494,959			143,451			390,408			770,156						4,540,375

Long Term Notes		0			36,698			117,075			0			173,928			0			0			327,701
Accrued severance benefits		0			2,075			0			0			0			0			0			2,075

Total Liabilities		1,139,889			1,640,285			612,034			143,451			564,336			770,156						4,870,151
Stockholders' Equity:
Common stock		154,144			2,831,276			284,870			90,253			135,379			180,505			(3,522,283	)		154,144
Additional paid-in capital		21,253,084			1,831,184			1,285,902			0			0			0			(4,973,230	)		19,396,940
Accumulated other comprehensive income		277,678			225,403			4,893			0			0			0			0			507,974
Accumulated loss		(14,728,309	)		(6,195,167	)		(946,436	)		(63,681	)		(289,787	)		(394,356	)		733,773			(21,883,963	)
Total Stockholders' Deficit attributable to LEO MOTORS, INC.		6,956,597			(1,307,304	)		629,229			26,572			(154,408	)		(213,851	)					(1,824,905	)
Non-controlling interest		0			0			0			0			0			0			2,729,375			2,729,375
Total Stockholders' Deficit		6,956,597			(1,307,304	)		629,229			26,572			(154,408	)		(213,851	)					904,470
Total Liabilities and Stockholders' Deficit	$	8,096,486			332,981			1,241,263			170,023			409,928			556,305			(5,032,365	)		5,774,621