SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934
(Amendment No. 1)*
World Moto, Inc.
(Name of
Issuer)
Common Stock, $.0001 par value
(Title of Class
of Securities)
98158H 106
(CUSIP Number)
Paul Giles
c/o World Moto, Inc.
131 Thailand
Science Park INC-1 #214
Phahonyothin Road Klong1,
Klong
Luang
Pathumthani 12120
Thailand
(646) 840-8781
(Name,
Address, and Telephone Number of Person Authorized
to Receive Notices and
Communications)
With a copy to:
Mark C. Lee, Esq.
Greenberg Traurig, LLP
1201 K Street, Suite 1100
Sacramento,
California 95814
October 13, 2015
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. [ ]
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 6
| CUSIP No. 98158H 106 |
| 1 |
NAME OF REPORTING PERSONS | ||
| 2 | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY |
||
| 4 | SOURCE OF FUNDS (See
Instructions) OO | ||
| 5 | CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [ ] |
||
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION Thailand | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
174,756,615(1) | |
| 8 | SHARED VOTING POWER
0 | ||
| 9 | SOLE DISPOSITIVE POWER
174,756,615(1) | ||
| 10 | SHARED DISPOSITIVE
POWER 0 | ||
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,756,615 (1) | ||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ] |
||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 23.37%(2) | ||
| 14 | TYPE OF REPORTING
PERSON (See Instructions) IN | ||
(1) Consists of 170,756,615 shares of Common Stock and
4,000,000 shares of Common Stock issuable upon conversion of 4,000,000 shares of
Preferred Stock held by Paul Giles.
(2) Based on 742,926,546 shares of
Common Stock outstanding on October 7, 2015 and 5,000,000 shares of Common Stock
issuable upon conversion of 5,000,000 shares of Preferred Stock outstanding on
October 7, 2015.
Page 3 of 6
| CUSIP No. 98158H 106 |
| Item 1. | Security and Issuer |
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2012 (the “Schedule 13D”) relating to the shares of common stock, $0.0001 par value per share (“Common Stock”), of World Moto, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 131 Thailand Science Park INC-1 #214, Phahonyothin Road Klong1, Klong Luang, Pathumthani, Thailand 12120. Except as amended and supplemented hereby, the Schedule 13D remains in full force and effect. All capitalized terms not otherwise defined in this Amendment No. 1 shall have the same meanings ascribed thereto in the Schedule 13D.
| Item 2. | Identity and Background |
(a) This Amendment No. 1 to Schedule 13D is being filed by Paul Giles (the “Reporting Person”).
(b) The business address of the Reporting Person is c/o World Moto, Inc., 131 Thailand Science Park INC-1 #214, Phahonyothin Road Klong1, Klong Luang, Pathumthani, Thailand 12120.
(c) The Reporting Person is a director and the Chief Executive Officer and President of the Issuer. The address of the Issuer is 131 Thailand Science Park INC-1 #214, Phahonyothin Road Klong1, Klong Luang, Pathumthani, Thailand 12120.
(d) During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of Thailand.
| Item 3. | Source and Amount of Funds or Other Consideration |
On October 13, 2015, the Issuer issued 4,000,000 shares (the “Shares”) of series A convertible preferred stock, par value $0.0001 per share (“Preferred Stock”), to the Reporting Person in exchange for services rendered by the Reporting Person to the Issuer.
Page 4 of 6
| CUSIP No. 98158H 106 |
| Item 4. | Purpose of the Transaction |
The Reporting Person received the Shares in exchange for services rendered by the Reporting Person to the Issuer. The Shares were issued to facilitate a stockholder vote in support of an increase in the number of authorized shares of common stock by the Company.
Subject to on going evaluation, except as set forth above, the Reporting Person has no current plans or proposals which relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
| Item 5. | Interest in Securities of the Issuer |
(a) The Reporting Person beneficially owns 174,756,615 shares of Common Stock, consisting of 170,756,615shares of Common Stock and 4,000,000 shares of Common Stock issuable upon conversion of 4,000,000 shares of Preferred Stock, which represent approximately 23.37% of the outstanding shares of Common Stock including the shares of Common Stock issuable upon conversion of the outstanding shares of Preferred Stock (collectively, the “Outstanding Shares”).
(b) The Reporting Person has the sole power to vote and dispose of 174,756,615 shares of Common Stock, consisting of 170,756,615shares of Common Stock and 4,000,000 shares of Common Stock issuable upon conversion of 4,000,000 shares of Preferred Stock, which represent approximately 23.37% of the Outstanding Shares.
Page 5 of 6
| CUSIP No. 98158H 106 |
(c) No transactions in the Issuer’s Common Stock were effected during the past 60 days by the Reporting Persons except as set forth in Item 3 above.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Reference is made to the transaction stated in Item 3 above.
| Item 7. | Material to be Filed as Exhibits |
Not applicable.
Page 6 of 6
| CUSIP No. 98158H 106 |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: October 13, 2015
| /s/ Paul Giles |
| Paul Giles |