0001445866-16-002723.txt : 20161011 0001445866-16-002723.hdr.sgml : 20161011 20161011111900 ACCESSION NUMBER: 0001445866-16-002723 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161011 DATE AS OF CHANGE: 20161011 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: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-213796 FILM NUMBER: 161930171 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 S-1/A 1 leoms1a10082016.htm S-1/A

 
As filed with the Securities and Exchange Commission on October 11, 2016
 
                                                                                   Registration No. 333-213796
  UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
LEO MOTORS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
3711
95-3909667
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer Identification Number)
3F Bokwang Bldg., Seowunro 6 Gil 14,
Seocho Gu, Seoul
 Republic of Korea
06734
(070) 4699-3585
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
 
Shi Chul Kang, Co-Chief Executive Officer
Jun Heng Park, Co-Chief Executive Officer
Leo Motors, Inc.
3F Bokwang Bldg., Seowunro 6 Gil 14, Seocho Gu, Seoul
Republic of Korea
06734
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
Copies of all communications, including communications sent to agent for service, should be sent to:
 
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Phone (212) 930-9700
Fax (212) 930-9725
 
 
 
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  x
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the 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
☐
Smaller reporting company
☒
(Do not check if a smaller reporting company)
 
 
 
 
EXPLANATORY NOTE
Leo Motors, Inc. is filing this pre-effective Amendment No. 2 (the "Amendment") to the Registration Statement on Form S-1 (333-213796), as an exhibit-only filing to file an updated expense table and updated exhibit 5.1.  Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 13 of Part II of the Registration Statement, Item 16 (d) of Part II of the Registration Statement, the signature page to the Registration Statement, the exhibit index and the exhibits being filed with this Amendment. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
  
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13.   Other Expenses of Issuance and Distribution.
 
The following table sets forth expenses payable by the Company in connection with the issuance and distribution of the securities being registered. All the amounts shown are estimates, except for the SEC registration fee:
 
Description
  
Amount to be Paid
  
 
      
Filing Fee - Securities and Exchange Commission
  
$
606.21
  
Attorney's fees and expenses
  
$
25,000
  
Accountant's fees and expenses
  
$
400
  
Other
  
$
1,000
  
 
  
$
    
Total
  
$
27,006.21
  

 
Item 16.   Exhibits and Financial Statement Schedules.
 
(d)           Exhibits.
 
The following exhibits are filed as part of this Registration Statement.
 
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)
5.1
  
Opinion of Sichenzia Ross Friedman Ference LLP*
10.1
  
2010  Employee  Stock  Option  Plan (incorporated by reference from the Company's Current Report on  Form 8-K filed February 3, 2010)
10.2
  
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)
10.3
  
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)
10.4
  
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) 
10.5
  
Stock Purchase Agreement between Leomotors Korea, Inc. and Shi Chul Kang dated June 25, 2012 (translated)**
10.6
  
Employment Agreement between Leo Motors, Inc. and Jun Heng Park dated December 1, 2015**
10.7
  
Employment Agreement between Leo Motors, Inc. and Shi Chul Kang dated December 1, 2015**
10.8
  
Employment Agreement between Leo Motors, Inc. and Jong Youl Choi dated December 1, 2015**
10.9
  
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)
10.1
  
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)
10.11
  
Form of Securities Purchase Agreement(incorporated by reference from the Company's Current Report on Form 8-K filed on August 6, 2015)
10.12
  
Non-exclusive Execution Rights on Patent Technology Settlement & 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)
10.13
  
Joint Venture Company Agreement, dated July 31, 2015, by and between the Company and Fushun Jinyuan Technology Machinery Manufacturing Co., Ltd. (incorporated by reference from the Company's Current Report on Form 8-K filed on August 6, 2015)
10.14
  
Securities Purchase Agreement by and between the Company and the BOU Trust, dated May 17, 2016 **
10.15
  
Registration Rights Agreement by and between the Company and the BOU Trust, dated May 17, 2016 **
10.16
  
First Amendment to Securities Purchase Agreement by and between the Company and the BOU Trust, dated August 3, 2016 **
10.17
  
Form of Convertible Debenture, dated May 18, 2016 (incorporated by reference from the Company's Current Report on Form 8-K filed on May 24, 2016)
10.18
  
Form of Securities Purchase Agreement, dated May 18, 2016 (incorporated by reference from the Company's Current Report on Form 8-K filed on May 24, 2016)
 10.19
  
Share Swap Agreement by and between Leo Motors, Inc. and Lelcon Co., Ltd, dated as of June 3, 2016* *
 10.20
  
Second Amendment to Securities Purchase Agreement by and between the Company and the BOU Trust, dated September 23, 2016 ** 
21
  
List of Subsidiaries (incorporated by reference from the Company's Annual Report on Form 10-K filed on March 30, 2016)
23.1
  
Consent of Scrudato & Co., PA, Independent Registered Public Accounting Firm**
23.2
  
Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)*
 
*      Filed herewith
**    Previously Submitted
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Seoul, Republic of Korea, on the 11th day of October, 2016.
 
 
 
LEO MOTORS, INC.
     
October 11, 2016
By:
/s/ Shi Chul Kang
   
Shi Chul Kang
   
Chief Executive Officer (Principal Executive Officer) and Director
     
October 11, 2016
By:
/s/ Jeong Youl Choi
   
JeongYoul Choi
   
Chief Financial Officer (Principal Financial and Accounting Officer) and Director
 
 
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Registration Statement has been signed by the following persons in the capacities and on the date indicated.
/s/ Shi Chul Kang
        
Shi Chul Kang
  
Co-Chief Executive Officer (Principal Executive Officer) and Director
  
October 11, 2016
         
/s/ Jeong Youl Choi
        
JeongYoul Choi
  
Chief Financial Officer (Principal Financial and Accounting Officer) and Director
  
October 11, 2016
         
 /s/ Jun Heng Park
        
 Jun Heng Park
  
Co-Chief Executive Officer and Director
  
October 11, 2016
 
 
 
 EX-5.1 2 ex51.htm EXHIBIT 5.1
EXHIBIT 5.1
 
SICHENZIA ROSS FRIEDMAN FERENCE LLP
Attorneys At Law
61 Broadway, 32nd Floor
New York, New York 10006
_____________________
Telephone: (212) 930-9700
Facsimile: (212) 930-9725
 
October 11, 2016
 
VIA ELECTRONIC TRANSMISSION
 
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
 
 
Re:
Leo Motors, Inc.
Form S-1 Registration Statement
 
Ladies and Gentlemen:
 
We refer to the above-captioned registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by Leo Motors, Inc., a Nevada corporation (the "Company"), with the Securities and Exchange Commission.
 
We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.
 
Based on our examination mentioned above, we are of the opinion that the 54,216 shares owned by Darrin Ocasio being registered to be sold pursuant to the Registration Statement are duly authorized, legally and validly issued, and fully paid and non-assessable.  The remainder of the securities being registered to be sold pursuant to the Registration Statement are duly authorized and will be, when sold in the manner described in the Registration Statement, legally and validly issued, and fully paid and non-assessable.
 
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.
 
 
Very truly yours,
 
 
 
/s/ Sichenzia Ross Friedman Ference LLP
 
Sichenzia Ross Friedman Ference LLP