8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

Date of Report (Date of Earliest Event Reported):  May 8, 2017

 LEO MOTORS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53525	81-4108026
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)

ES Tower 7F, Teheranro 52 Gil 17, Gangnamgu, Seoul Republic of Korea	06212
(Address of Principal Executive Offices)	(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 1.01                       Entry Into a Material Definitive Agreement

On May 8, 2017, Leo AIC Co., Ltd. (“Leo AIC”), a subsidiary of Leo Motors, Inc., a Nevada corporation (the “Company”) entered into a joint venture company agreement (the “JV Agreement”) with Lan Zhou Xinqu Zhonghan Chanye Jingji Fazhan Gongsi Co., Ltd. (“LZC”), a company established and existing under the laws of the People’s Republic of China, to establish a joint venture (the “JV”) in China, to develop, manufacture and sell street lamps and products for a “smart” city.

 Pursuant to the JV Agreement, the JV will have a registered capital of RMB 100,000,000 (approximately $14.5 million), with LZC owning 51% and Leo AIC 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 if necessary.

In addition, the JV Agreement contains customary provisions such as representations and warranties and shareholders rights and responsibilities.

The foregoing description of the JV Agreement is not complete and is qualified in its entirety by reference to the full text of Exhibit 10.1which is attached as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01                      Other Events.

On May 8, 2017, the Company issued a press release announcing the JV Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

(d) Exhibits.

Exhibit No.	Description
10.1	Joint Venture Company Agreement, dated May 8, 2017
99.1	Press Release, dated May 8, 2017, issued by the Company

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEO MOTORS, INC.
Dated: May 9, 2017	By: /s/Shi Chul Kang
	Shi Chul Kang
	Co-Chief Executive Officer
	By: /s/ Jun Heng Park
	Jun Heng Park
	Co-Chief Executive Officer

EX-10

Liaoning Senyuan Leo New Energy Electric Vehicle Co., Ltd.

EX-99

Exhibit 99.1

LEO AIC Entered MAJOR JOINT VENTURE IN CHINA

Seoul, South Korea / May 8, 2017 / Leo AIC Co., Ltd. (“Leo AIC”), a subsidiary of Leo Motors, Inc. (OTCQB: LEOM), has signed a joint venture agreement with Lan Zhou Xinqu Zhonghan Chanye Jingji Fazhan Gongsi Co., Ltd. (“LZC”) to set up a Joint Venture Company (“JVC”) in Lanzhou City in Gansu Province in Northwest China to develop, manufacture and sell smart street lamps and products for a smart city. The initial investment of the JVC is 100,000,000 Chinese Yuan or approximately $ 14.5 million.

 

LZC will contribute 51,000,000 Chinese Yuan for 51% of the JVC, and Leo AIC will contribute 2,000,000 Chinese Yuan and its proprietary technologies for 49%. Contributing technology from Leo AIC was evaluated as 47,000,000 Chinese Yuan by contractors, and will be officially evaluated by an Evaluation Institute of Industrial Technology certified by the Chinese government.

Leo AIC’s proprietary technologies will be utilized in smart street lamps by the JVC, which will be sold to the city government to facilitate street lamps in the China-Korean Industrial Park in the new district of Lan Zhou city.

LZC will guarantee 20,000 units of smart street lamps within the first year after the relevant government procurement announcement for smart street lamps are listed on, and entering mass production.

“LEOM’s sales are expected to reach $200 million in the first year after commencement of production,” said Dr. Shi Chul (Robert) Kang, CEO of LEOM, “if LZC fulfills its binding liability in the agreement.” He also said, “We have a big picture. After successful deployment of our smart street lamps in Lanzhou city, our products will be spread to many other cities in China, and in the world.”

The smart street lamp of Leo AIC is like an intelligent robot pole including voice/image recognition, digital signage, chatbot, tele-diagnosing, tele-operation, traffic/pedestrian sensing, solar/wind power generation, micro grid, cloud artificial intelligence as well as lighting roads and sidewalks. What makes Leo AIC’s smart street lamp different from its competitors is its security solution which adapts a blockchain algorithm used in Bitcoin. Leo AIC’s blockchain solution is a ledger of facts, replicated across several computers assembled in a peer-to-peer street lamp network.

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," "will," or "plans" to be uncertain and forward looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the company's reports and registration statements filed with the Securities and Exchange Commission.

About Leo Motors, Inc.

Leo Motors, Inc., through its subsidiary Leo Motors, Co. Ltd., is engaged in the research and development (R&D) of multiple products, prototypes and conceptualizations based on electric power generation, drive train and storage technologies. Leo Motors, Co. Ltd. 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, E-Box electric energy storage system for solar and wind power generation devices; EV components that integrate electric batteries with electric motors such as EV Controllers that use a mini-computer to control torque drive.

Source Leo Motors

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