0001445866-16-002439.txt : 20160805 0001445866-16-002439.hdr.sgml : 20160805 20160805152222 ACCESSION NUMBER: 0001445866-16-002439 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160805 DATE AS OF CHANGE: 20160805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Leo Motors, Inc. CENTRAL INDEX KEY: 0001356564 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 953909667 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-211973 FILM NUMBER: 161810813 BUSINESS ADDRESS: STREET 1: 3F BOKWANG BLDG. STREET 2: SEOWOON-RO 6 GIL 14, SEOCHO-GU CITY: SEOUL STATE: M5 ZIP: 06734 BUSINESS PHONE: 82 70 4699 3585 MAIL ADDRESS: STREET 1: 3F BOKWANG BLDG. STREET 2: SEOWOON-RO 6 GIL 14, SEOCHO-GU CITY: SEOUL STATE: M5 ZIP: 06734 FORMER COMPANY: FORMER CONFORMED NAME: Simco America Inc. DATE OF NAME CHANGE: 20060317 RW 1 leomrw08032016.htm RW
Leo Motors, Inc.
 3F Bokwang Bldg., Seowundro 6 Gil 14
Seocho Gu, Seoul
Republic of Korea 06734

August 5, 2016

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Re:          Leo Motors, Inc.
Registration Statement on Form S-1, filed on June 10, 2016 and amended on July 20, 2016 (File No. 333- 211973)

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Leo Motors, Inc. (the "Company") hereby respectfully requests that the Securities and Exchange Commission (the "Commission") consent to the immediate withdrawal of the Company's registration statement on Form S-1 (File No. 333-211973) together with all exhibits and amendments thereto, which was filed on June 10, 2016 and amended on July 20, 2016 (the "Registration Statement").
 
The Company is seeking withdrawal of the Registration Statement because the Company intends to discuss making changes to the terms of one of the agreements for which the Registration Statement was filed. The Registration Statement has not been declared effective by the Commission, and the Company confirms that no securities were sold in connection with the offering described in the Registration Statement.
 
Accordingly, we request that the Commission issue an order granting the withdrawal of the Registration Statement (the "Order") effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of the Order to the undersigned via email at robert.kang@leomotors.com with a copy to Darrin M. Ocasio, Esq. of Sichenzia Ross Friedman Ference LLP, via email at dmocasio@srff.com.

In accordance with Rule 457(p) under the Securities Act, the Company also requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company's account for future use.
 
Should you have any questions, please contact Darrin M. Ocasio at (212) 930-9700.

LEO MOTORS, INC.

By: /s/ Robert Kang
Name: Robert Kang
Title:  Co-Chief Executive Officer

cc:           Darrin M. Ocasio
Sichenzia Ross Friedman Ference LLP