0001062993-14-003530.txt : 20140623 0001062993-14-003530.hdr.sgml : 20140623 20140603133345 ACCESSION NUMBER: 0001062993-14-003530 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20140603 DATE AS OF CHANGE: 20140603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: World Moto, Inc. CENTRAL INDEX KEY: 0001492151 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770716386 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-54694 FILM NUMBER: 14886753 BUSINESS ADDRESS: STREET 1: 131 MOO 9 THAILAND SCIENCE PARK INC-1 #2 STREET 2: PHAHONYOTHIN ROAD, KLONG1, KLONG LUANG CITY: PATHUMTHANI STATE: W1 ZIP: 12120 BUSINESS PHONE: (646) 840-8781 MAIL ADDRESS: STREET 1: 131 MOO 9 THAILAND SCIENCE PARK INC-1 #2 STREET 2: PHAHONYOTHIN ROAD, KLONG1, KLONG LUANG CITY: PATHUMTHANI STATE: W1 ZIP: 12120 FORMER COMPANY: FORMER CONFORMED NAME: Net Profits Ten Inc. DATE OF NAME CHANGE: 20100517 10-K/A 1 form10ka.htm FORM 10-K/A World Moto, Inc.: Form 10-K/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

[X] ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission file number 000-54694

WORLD MOTO, INC.
(Exact name of registrant as specified in its charter)

NEVADA 77-0716386
(State or Other Jurisdiction of Incorporation of (I.R.S. Employer Identification No.)
Organization)  
   
1777 Moo 5 Soi Sukhumvit 107  
Sukhumvit Road, North Sumrong  
Amphur Muang, Samut Prakan  
Bangkok, Thailand N/A
(Address of principal executive offices) (Zip Code)

(646) 840-8781
(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.0001 par value

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 Act.
Yes [   ]      No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)
Yes [X]      No [   ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

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 definition of “large accelerated filer and “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 [X]

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

Aggregate market value of the voting and non-voting stock of the registrant held by non-affiliates of the registrant as of June 29, 2012: Not available as there was no public market on such date.

As of March 31, 2013 the registrant’s outstanding stock consisted of 378,033,149 common shares.


EXPLANATORY NOTE

This Amendment No. 1 to World Moto Inc.’s (the “Company”) Annual Report on Form 10-K/A (this "Amendment") is being filed solely for the purpose of correcting an inadvertent error by amending and restating Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in the Company's Annual Report on Form 10-K filed on April 11, 2013, 2013 (the "Original Annual Report").

Except as described above, no other changes have been made to the Original Annual Report. The Original Annual Report continues to speak as of the date of the Original Annual Report, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Annual Report. Currently dated certifications from the Company’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer have been included as exhibits to this Amendment.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

            The following table sets forth information regarding beneficial ownership of our common stock as of the date hereof (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of our common stock.

  Shares Percentage
Name and Address of Beneficially Beneficially
Beneficial Owner(1) Owned Owned(2)
     
Directors and Executive Officers    
     
Paul Giles, Chief Executive Officer, President and Director
25/1 Soi Sii Dan 14 Moo Baan Laddawan, Sri Nakarin, Bang Kaeow, Bang
PreeSamut Prakan, Bangkok, Thailand 10540
170,756,615

45%

     
Lisa Ziomkowski-Boten, Secretary and Treasurer
1777 Moo 5 Soi Sukhumvit 107 Sukhumvit Rd North Sumrong, Amphur
Muang, Samut Prakan, Bangkok W1 10270
7,487

0.002%

     
Chris Ziomkowski, Chief Technical Officer
1777 Moo 5 Soi Sukhumvit 107 Sukhumvit Rd North Sumrong, Amphur Muang,
Samut Prakan, Bangkok W1 10270
41,303,511(3)

11%

     
Julpas Kruesopon, Director
1777 Moo 5 Soi Sukhumvit 107 Sukhumvit Rd North Sumrong, Amphur
Muang,
Samut Prakan, Bangkok W1 10270
0(4)


0%


     
All Officers and Directors 212,067,613 56%
     
5% Stockholders    
     
Paul Giles
25/1 Soi Sii Dan 14 Moo Baan Laddawan, Sri Nakarin, Bang Kaeow, Bang
PreeSamut Prakan, Bangkok, Thailand 10540
170,756,615

45%

     
Lucky Twins Ventures Co., Ltd.(5)
209/123 Muang Ake Phase 5, T. Lkhak A. Muang
Pathumthani, 12000
Thailand
41,303,511


11%



(1)

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

   
(2)

Based on 378,033,149 shares of our common stock issued and outstanding as of March 31, 2014.

   
(3)

Mr. Ziomkowski’s beneficial ownership represents shares of common stock held by a Lucky Twins Ventures Co. Ltd. (“Lucky Ltd.”). Mr. Ziomkowski’s spouse, Ms. Nutchanoot Ziomkowski, is a director of Lucky Ltd.

   
(4)

Does not include 500,000 shares of restricted stock that are to be issued and will vest on December 19, 2014, to Mr. Kruesopon.

   
(5)

The business address of Lucky Ltd. is 209/123 Muang Ake Phase 5, T. Lkhak A. Muang, Pathumthani, 12000, Thailand. The principal business of Lucky Ltd. is that of a private investment firm. Mrs. Nutchanoot Ziomkowski has power to vote or to direct the vote and power to dispose or to direct the disposition of all securities owned directly by Lucky Ltd.



Item 15. Exhibits and Financial Statement Schedules.

Exhibit No. Description
3.1(a)

Articles of Incorporation (filed as an exhibit to the registration statement on Form S-1, as filed with the SEC on June 25, 2010, and incorporated herein by reference).

3.1(b)

Certificate of Amendment to Articles of Incorporation (filed as an exhibit to the Current Report on Form 8-K as filed with the SEC on November 8, 2012, and incorporated herein by reference).

3.1(c)

Text of Amendment to Articles of Incorporation (filed as an exhibit to the Current Report Form 8- K, as filed with the SEC on November 15, 2012, and incorporated herein by reference).

3.2

By-laws (filed as an exhibit to the registration statement on Form S-1, as filed with the SEC on June 25, 2010, and incorporated herein by reference).

10.1

Form of Securities Purchase Agreement (filed as an exhibit to the Current Report on Form 8-K as filed with the SEC on January 11, 2013, and incorporated herein by reference).

10.2

Purchase and Licensing Agreement by and between World Moto Co., Ltd. and Mobile Advertising Ventures Ltd., dated as of December 2, 2013 (filed as an exhibit to the Current Report on Form 8-K  as filed with the SEC on December 5, 2013, and incorporated herein by reference).

10.3

Lease for Thailand office (filed as an exhibit to the Annual Report on Form 10-K as filed with the SEC on April 15, 2014, and incorporated herein by reference).

10.4

Employment agreement with Paul Giles (filed as an exhibit to the Annual Report on Form 10-K as filed with the SEC on April 15, 2014, and incorporated herein by reference).

10.5

Employment agreement with Chris Ziomkowski (filed as an exhibit to the Annual Report on Form 10-K as filed with the SEC on April 15, 2014, and incorporated herein by reference).

21

List of Subsidiaries: World Moto Technologies, Inc.; World Moto Holdings, Inc.; World Moto Co., Ltd.

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document**

101.SCH

XBRL Taxonomy Extension Schema**

101.CAL XBRL Taxonomy Extension Calculation Linkbase**
101.DEF XBRL Taxonomy Extension Definition Linkbase**
101.LAB XBRL Taxonomy Extension Label Linkbase**
101.PRE XBRL Taxonomy Extension Presentation Linkbase**

_________________

* Filed herewith.
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Amendment No.1 to the Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.

  World Moto, Inc.
     
Date: June 3, 2014 By: /s/ Paul Giles
     
  Paul Giles,
  Chief Executive Officer and President (Principal Executive
  Officer)
     
Date: June 3, 2014 By: /s/ Lisa Ziomkowski-Boten
     
  Lisa Ziomkowski-Boten,
  Treasurer and Secretary (Principal Financial Officer and
  Principal Accounting Officer)

Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature   Title Date
       
/s/ Paul Giles      
Paul Giles   Director, Chief Executive Officer and President June 3, 2014
    (Principal Executive Officer)  
       
/s/ Julpas “Tom” Kruesopon      
Julpas “Tom” Kruesopon   Director June 3, 2014
       
/s/ Lisa Ziomkowski-Boten      
Lisa Ziomkowski-Boten   Treasurer and Secretary (Principal Financial June 3, 2014
    Officer and Principal Accounting Officer)  


EX-31.1 2 exhibit31-1.htm EXHIBIT 31.1 World Moto, Inc.: Exhibit 31.1 - Filed by newsfilecorp.com

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Giles, certify that:

1.

I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of World Moto, Inc.;

   
2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   
3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

   
4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

   
b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

   
c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

   
d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):


a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

   
b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 3, 2014

  /s/ Paul Giles  
  Paul Giles  
  Chief Executive Officer and President  
  (Principal Executive Officer)  


EX-31.2 3 exhibit31-2.htm EXHIBIT 31.2 World Moto, Inc.: Exhibit 31.2 - Filed by newsfilecorp.com

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lisa Ziomkowski-Boten, certify that:

1.

I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of World Moto, Inc.;

   
2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   
3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

   
4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

   
b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

   
c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

   
d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):


a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

   
b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 3, 2014

  /s/ Lisa Ziomkowski-Boten  
  Lisa Ziomkowski-Boten  
  Treasurer and Secretary  
  (Principal Accounting Officer and Principal Financial Officer)  


EX-32.1 4 exhibit32-1.htm EXHIBIT 32.1 World Moto, Inc.: Exhibit 32.1 - Filed by newsfilecorp.com

EXHIBIT 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

            In connection with this Amendment No.1 to the Annual Report of World Moto, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Giles, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

 (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

            The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of this Annual Report or as a separate disclosure document.

            A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Paul Giles
Name:           Paul Giles
Title:             Chief Executive Officer and President (Principal Executive Officer)
Date:             June 3, 2014


EX-32.2 5 exhibit32-2.htm EXHIBIT 32.2 World Moto, Inc.: Exhibit 32.2 - Filed by newsfilecorp.com

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

            In connection with this Amendment No.1 to the Annual Report of World Moto, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lisa Ziomkowski-Boten, Treasurer and Secretary (Principal Accounting and Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

            The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of this Annual Report or as a separate disclosure document.

            A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Lisa Ziomkowski-Boten
Name:           Lisa Ziomkowski-Boten
Title:             Treasurer and Secretary (Principal Accounting Officer and Principal Financial Officer)
Date:             June 3, 2014