Leo Motors (LEOM) 10-Q 2013 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

or

o       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 000-53525

Leo Motors, Inc.

(Exact name of registrant as specified in its charter)

Nevada	95-3909667
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)

291-1, Hasangok-dong, Hanam City, Gyeonggi-do, Republic of Korea	465-250
(Address of principal executive offices)	(Zip Code)

+83 31 796 8870

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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 o
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 o  No o

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.

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  o  (Do not check if a smaller reporting company)	Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes o  No  x

The number of shares of the registrant’s common stock outstanding as of June 30, 2013 was 59,681,955 shares.

QUARTERLY REPORT ON FORM 10-Q

for the Quarter ended June 30, 2013

TABLE OF CONTENTS

 Leo Motors, Inc.

INDEX TO FORM 10-Q

PART I.	FINANCIAL INFORMATION	Page
Item 1.	Condensed Consolidated Financial Statements:	1
	Condensed Consolidated Balance Sheets at June 30, 2013(unaudited), and December 31, 2012(audited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Six and Three Months Ended June 30, 2013, (unaudited) and June 30, 2012 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 (unaudited) and June 30, 2012 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	21
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	22
SIGNATURES		23

LEO MOTORS, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS EXPRESSED IN US DOLLAR)

	Balance at
	6/30/2013		12/31/2012
	(Unaudited)		(Audited)
Assets
Current Assets
Cash and cash equivalents	$	1,623	$	430,307
Inventories		347,484		235,255
Prepayment to suppliers		241,318		303,457
Short term advances		14,873		0
Other current assets		12,651		600
Total Current Assets		617,949		969,619
Fixed assets, net		51,656		51,153
Deposit		70,499		76,091
Other non-current assets		56,653		57,166
Investments		720,000		270,000
Total Assets	$	1,516,757	$	1,424,029

1

LEO MOTORS, INC.

CONSOLIDATED BALANCE SHEETS

(AMOUNTS EXPRESSED IN US DOLLAR)

(CONTINUED)

Liabilities and  Equity(Deficit)

Current Liabilities:
Accounts payable and accrued expenses	$	873,637		$	570,565
Short term borrowings		200,000			240,000
Advance from customers		410,093			445,455
Due to related parties		172,727			187,372
Taxes payable		148,453			158,388
Total Current Liabilities		1,804,910			1,601,780
Accrued retirement benefits		65,647			91,671
Total Liabilities		1,870,557			1,693,451
Commitments Note 8		-			-
Leo Motors, Inc.("LEOM") Equity(Deficit):
Common stock ($0.001 par value; 100,000,000 shares authorized); 59,681,955  and 56,763,623 shares issued and outstanding at June 30,  2013 and December 31, 2012		59,682			56,764
Additional paid-in capital		12,850,995			12,564,656
Accumulated other comprehensive income		703,388			764,406
Accumulated loss		(16,464,173	)		(16,246,397	)
Total Equity(Deficit) Leo Motors, Inc.		(2,850,108	)		(2,860,571	)
Non-controlling interest		2,496,308			2,591,149
Total Equity(Deficit)		(353,800	)		(269,422	)
Total Liabilities and Equity(Deficit)	$	1,516,757		$	1,424,029

"See accompanying notes to consolidated financial statements"

2

LEO MOTORS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(AMOUNTS EXPRESSED IN US DOLLAR)

	For the Six Months Ended June 30,						For the Three Months Ended June 30,
	2013			2012			2013			2012
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	0		$	24,386		$	0		$	18,603
Cost of Revenues		0			15,408			0			11,242
Gross Profit		0			8,978			0			7,361
Operating Expenses:
Research and development		20,623			11,800			11,952			9,704
Selling, general and administrative		215,645			361,718			112,510			214,278
Total Operating Expenses		236,268			373,518			124,462			223,982
Income(loss) from Continuing Operations		(236,268	)		(364,540	)		(124,462	)		(216,621	)
Other Income (Expenses)
Assets disposal gain, net		0			286,914			0			286,914
Debt Forgiveness		0			829,645			0			829,645
Interest expense		(130,052	)		(134,381	)		(66,995	)		(134,381	)
Non-Operating (expense) income		(2,807	)		7,501			3,217			11,708
Total Other Income (Expenses)		(132,859	)		989,679			(63,778	)		993,886
Income(loss) from Continuing Operations Before Income Taxes		(369,127	)		625,139			(188,240	)		777,265
Income Tax Expense		0			0			0			0
Net Income(Loss)	$	(369,127	)	$	625,139		$	(188,240	)	$	777,265

3

LEO MOTORS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(AMOUNTS EXPRESSED IN US DOLLAR)

(CONTINUED)

Less: Income(loss) attributable to non-controlling interest	$	(151,351	)	$	143,782	$	(94,687	)	$	178,771
Net Income(Loss) Attributable To Leo Motors, Inc.		(217,776	)		481,357		(93,553	)		598,494
Other Comprehensive Income:
Net Income(loss)	$	(369,127	)	$	625,139	$	(188,240	)	$	777,265
Unrealized foreign currency translation gain		(60,978	)		546		(23,214	)		546
Comprehensive Income(loss) Attributable to Leo Motors, Inc.	$	(430,105	)	$	625,685	$	(211,454	)	$	777,811
Net Loss per Common Share:
Basic	$	(0.01	)	$	0.01	$	(0.00	)	$	0.01
Diluted	$	(0.01	)	$	0.01	$	(0.00	)	$	0.01
Weighted Average Common Shares Outstanding:
Basic	$	58,042,511		$	51,758,532	$	59,015,288		$	52,683,948
Diluted	$	59,222,951		$	52,938,972	$	60,195,528		$	53,864,388

See accompanying notes to consolidated financial statements.

4

LEO MOTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS EXPRESSED IN US DOLLAR)

	For the Six Months Ended June 30,
	2013			2012
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(369,127	)	$	625,139
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		14,497			13,048
Foreign currency translation		61,018			546
Forgiveness of debt		0			(829,645	)
Stock-based compensation		0			144,000
Gain on asset acquisition		0			(286,914	)
Changes in assets and liabilities:
Accounts receivable		0			46,297
Inventories		(112,229	)		(168,674	)
Prepayment to suppliers		62,139			196,066
Other current assets		(19,483	)		23,834
Accounts payable, other payables and accrued expenses		303,072			116,898
Short term loans		(40,000	)		(351,976	)
Accrued retirement benefits		(26,024	)		(10,625	)
Advances from customers		(35,362	)		80,000
Taxes payable		(9,935	)		(55,792	)
Net cash used in operating activities:		(171,434	)		(457,798	)
Cash flows from investing activities:
Investment in equipment		(15,000	)		(1,735	)
Return of investment		0			25,000
Return of deposit		0			26,068
Investments with DRC		(263,000	)		0
Investments in other non-current assets		6,105			56,399
Net cash provided(used) in investing activities:		(271,895	)		105,732

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LEO MOTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS EXPRESSED IN US DOLLAR)

(CONTINUED)

Cash flows from financing activities:
Sale of treasury stock		0			370,937
Related party advance		14,645			0
Net cash provided(used) by financing activities:		14,645			370,937
NET DECREASE IN CASH AND CASH EQUIVALENTS		(428,684	)		18,871
Cash and cash equivalents - beginning of period:		430,307			880
Cash and cash equivalents - end of period:	$	1,623		$	19,751
Supplemental disclosure of cash flow activities:
Cash paid for:
Interest	$	0		$	134,381
Income taxes	$	0		$	11,029
Supplemental disclosures of non cash activities:
Cash paid for:
Common stock issued for services	$	0		$	144,000
Debt forgiveness included as income	$	0		$	829,649
Common stock issued for investments	$	187,000		$	0
Conversion of debt for common stock	$	102,257		$	0

"See accompanying notes to consolidated financial statements"

6

LEO MOTORS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMANTS

AS OF JUNE 30, 2013 AND 2012

(UNAUDITED)

NOTE 1 - COMPANY BACKGROUND

Company Business

Company is currently in development, assembly and sales of the energy storage devices and electric vehicle components.

Background

Leo Motors, Inc, (the “Company”) was originally incorporated as Classic Auto Accessories, a California Corporation on July 2, 1986. The Company then underwent several name changes from FCR Automotive Group, Inc. to Shini Precision Machinery, Inc. to Simco America Inc. and then to Leo Motors. The Company had been dormant since 1989, and effectuated a reverse merger on November 12, 2007 with Leozone Inc., a South Korean Company, which is the maker of electrical transportation devices. The merger essentially exchanges shares in Leo Motors, Inc. for shares in Leozone. As this is a reverse merger the accounting treatment of such is that of a combination of the two entities with the activity of Leozone, Inc. the surviving entity, going forward. The financial statements reflect the activity for all periods presented as if the merger had occurred January 1, 2007. Leozone has continued to operate as a separate subsidiary Leo Motors Co. Ltd. of Korea since that time.

On February 11, 2010, the Company acquired 50% of Leo B&T Corp.,(“B&T”) a Korean Corporation, from two shareholders of B&T in exchange for 7,000,000 shares of the Company’s common stock. This percentage was reduced to 30% in 2011. Additionally, this investment was written down through an impairment expense during 2011 and the remaining investment was exchanged in 2012 for a return of Leo Motors stock.

On November 10, 2012 the Company and  PDI C&D/RDC SPRL Inc. ("PDI"), an affiliate of PDI Global LLC, a major architectural design company in the U.S., have signed a contract to supply an independent solar power system grafted with Leo Motors' E-Box power storage device for a housing project in the Democratic Republic of the Congo ("DRC"). The Company will have a 10% interest in the overall project.

On February 15, 2013, the Company has signed a contract with Investconsult Group PTY Ltd. ("Investconsult"), an international law firm in Australia and its affiliate, Investconsult Group Vietnam, an international law firm in Vietnam to set up a special purpose company ("SPC") that will manage another housing project in DRC and fund a cost to secure loans for the entire project through issuance of a back up Sovereign Guarantee by the government of DRC.  The project includes design and construction of houses, ancillary facilities and general infrastructure in DRC.  The Company will have a 10% equity share in the SPC.  Also, the Company will supply an independent solar power system grafted with Leo Motors' E-Box power storage device for the project. 

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“USGAAP”) and have been consistently applied in the preparation of the financial statements.

Basis of Presentation and Consolidation

These financial statements and related notes are expressed in US dollars. The Company’s fiscal year-end is December 31. The consolidated financial statements include the financial statements of the Leo Motors Co. Ltd. Korea where the Parent Company has significant control with a shareholders ownership percentage of 57.69% at March 31, 2013 and an ownership percentage of 47.63% March 31, 2012, respectively. All inter-company transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable inventory and prepaid expenses, accounts payable and deferred revenues, the carrying amounts approximate fair value due to their short maturities.

Revenue Recognition

The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements”. In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for the various revenues streams of the Company.

The Company generates revenue from the delivery of goods and records revenues when the sales are completed, already collected or collectability is reasonably assured, there is no future obligation and there is remote chance of future claim or refund to the customers.

Revenue is recognized when risk of ownership and title pass to the buyer, generally upon the delivery of professional services. Pricing is fixed and determinable according to the Company’s published brochures and price lists.

8

Accounts Receivables

Accounts receivables of the Company are reviewed to determine if their carrying value has become impaired.

The Company considers the assets to be impaired if the balances are greater than one-year old. Management regularly reviews accounts receivable and will establish an allowance for potentially uncollectible amounts when appropriate. When accounts are written off, they will be charged against the allowance.

Receivables are not collateralized and do not bear interest.

Cash Equivalents

For purposes of reporting cash flows, the Company considers all short-term investments with an original maturity of three months or less to be cash equivalent.

Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which is generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. We use an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Intangible and Long Lived Assets

The Company follows ASC 360-10, “Property, Plant, and Equipment,” which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Through March 31, 2013, the Company had not experienced impairment losses on its long-lived assets.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

9

ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.

Loss per Share

Basic earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of both common and preferred stock outstanding for the period.

Stock-Based Compensation

SFAS No. 123, “Accounting for Stock-Based Compensation,” establishes and encourages the use of the fair value based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. For stock based compensation the Company recognizes an expense in accordance with SFAS No. 123 and values the equity securities based on the fair value of the security on the date of grant. Stock option awards are valued using the Black-Scholes option-pricing model.

Foreign Currency Translation And Comprehensive Income

The reporting currency of the Company is the US$. The functional currency of the parent company is the US$ and the functional currency of the Company’s operating subsidiary is Korean Won (“KRW”). The subsidiary’s results of operations and cash flows are translated at average exchange rates during the year, assets and liabilities are translated at the unified exchange rate at the end of the year, and equity is translated at historical exchange rates. Translation adjustments resulting from the process of translating the functional currency financial statements into US$ are included in determining comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The Company does not enter any material transaction in foreign currencies and accordingly, transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

10

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2010-06,  Improving Disclosures about Fair Value Measurements  (“ASU No. 2010-06”). The new standard addresses, among other things, guidance regarding activity in Level 3 fair value measurements. Portions of ASU No. 2010-06 that relate to the Level 3 activity disclosures became effective for the annual reporting period beginning after December 15, 2010. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815 “Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the guidance within the derivative literature that exempts certain credit related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to bifurcation from a host contract under ASC 815-15-25, “ Derivatives and Hedging — Embedded Derivatives — Recognition. ” All other embedded credit derivative features should be analyzed to determine whether their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation is required. The ASU became effective for the Company on July 1, 2010. The adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04 which was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements.  This guidance is effective for the Company beginning on January 1, 2012.  The adoption of ASU 2011-04 is not expected to significantly impact the Company’s consolidated financial statements.

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, Presentation of Comprehensive Income . ASU 2011-05 revises the manner in which entities present comprehensive income in their financial statements. The new guidance removes the presentation options in Accounting Standards Codification (ASC) 220, Comprehensive Income , and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU does not change the items that must be reported in other comprehensive income. In December 2011, the FASB issued ASU 2011-12 which defers the requirement in ASU 2011-05 that companies present reclassification adjustments for each component of accumulated other comprehensive income in both net income and other comprehensive income on the face of the financial statements. ASU 2011-05 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2011, with early adoption permitted. The adoption of ASU 2011-05, as amended by ASU 2011-12, is not expected to significantly impact the Company’s consolidated financial statements.

In September 2011, the FASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment.  If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required.  Otherwise, no further testing is required. The revised standard is effective for the Company for its annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The adoption of ASU 2011-08 is not expected to significantly impact the Company’s consolidated financial statements.

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NOTE 3 - EARNINGS PER SHARE

The Company reports basic and diluted earnings per share (EPS) according to the provisions of ASC Topic 260, which requires the presentation of basic EPS and, for companies with complex capital structures, diluted EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) available to common stockholders, adjusted by other changes in income or loss that would result from the assumed conversion of those potential common shares, by the weighted number of common shares and common share equivalents (unless their effect is antidilutive) outstanding. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be antidilutive. Thus, these equivalents are not included in the calculation of diluted loss per share, resulting in basic and diluted loss per share being equal. The following is a recociliation of the computation for basic and diluted EPS for the three months ended June 30, 2013 and June 30, 2012:

	For the six months ended
	6/30/2013			6/30/2012
Net Income (Loss)	$	(369,127	)	$	625,139
Weighted-average common stock Outstanding -  basic		58,042,511			51,758,532
Equivalents
Stock options		-			0
Warrants		-			0
Convertible Notes		1,180,440			1,180,440
Weighted-average common shares outstanding-  Diluted		59,222,951			52,938,972

NOTE 4 - DUE TO RELATED PARTY

The company is indebted to its one of its officers in its Korean subsidiary for advances. Repayment is on demand without interest. The balance at June 30,  2013 was $ 172,727 and $187,372 at December 31, 2012.

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NOTE 5 - PAYMENTS RECEIVED IN ADVANCE

The Company during the periods received payments from potential customers, or deposits, on future orders. The Company’s policy is to record these payments as a liability until the product is completed and shipped to the customer at which the Company recognizes revenue. As of March 31, 2013 and December 31, 2012, the balance of payments received in advance was $ 269,086 and $ 303,457, respectively.

NOTE 6 - SUBSEQUENT EVENTS

There are no reportable subsequent events.

NOTE 7 - GOING CONCERN

As reported in the consolidated financial statements, the Company has accumulated deficits of $(16,464,173) as June 30, 2013. The Company also has certain debts that have been in default during these periods although the creditors have not pursued collection proceedings. The Company's stockholders' deficit at June 30, 2013 was $353,800 and its current liabilities exceeded its current assets by $1,186,961 on June 30, 2013. These negative trends have been consistent right up through the most current fiscal quarter, except for this quarter and the sale of their only major investment, respectively.

These factors create uncertainty about  the  Company's  ability  to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable and to create operations that contribute capital from normal operations. If the Company is unable  to  obtain  adequate  capital  it  could  be  forced  to  cease operations.

In order to continue as a going concern, develop and generate revenues and achieve a profitable  level of operations, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the  Company  include  (1) raising additional capital through sales of common stock, (2) converting  promissory notes into  common  stock  and (3) entering into acquisition agreements  with profitable  entities  with   significant   operations.   In   addition, management is continually seeking to streamline its operations and expand the business through a variety of industries, including real estate and financial management. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.  The accompanying   consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

(a) Lease Commitments

The Company leases its office space in Ha-Nam City in Korea which expires on March 31, 2016. The minimum obligations under such commitments for the years ending December 31, 2013 through December 31, 2016 are listed on the table below.

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For the Year Ending	Amount
2013	$	20,000
2014		40,000
2015		40,000
2015		40,000
2016		40,000
Total Commitment	$	180,000

(b) Strategic Investment

On November 10, 2012 the Company and PDI C&D/RDC SPRL Inc. ("PDI"), an affiliate of PDI Global LLC, a major architectural design company in the U.S., have signed a contract to supply an independent solar power system grafted with Leo Motors' E-Box power storage device for a housing project in the Democratic Republic of the Congo ("DRC"). The Company has a commitment to raise $1,000,000 to fulfill its part of the contract for strategic investment. As of June 30, 2013 the company has invested $270,000 recorded as an investment using the cost method of accounting for their 10% interest in the project.

On February 15, 2013, the Company has signed a contract with Investconsult Group PTY Ltd. ("Investconsult"), an international law firm in Australia and its affiliate, Instestconsult Group Vietnam, an international law firm in Vietnam to set up a special purpose company ("SPC") that will manage another housing project in DRC and fund a cost to secure loans for the entire project through issuance of a back up Sovereign Guarantee by the government of DRC.  The project includes design and construction of houses, ancillary facilities and general infrastructure in DRC.  The Company will have a 10% equity share in the SPC.  Also, the Company will supply an independent solar power system grafted with Leo Motors' E-Box power storage device for the project. 

NOTE 9 ACCOUNTS RECEIVABLE

At June 30, 2013 and December 31, 2012, accounts receivable consisted of the following:

	30-Jun-13			31-Dec-12
	US$			US$
Accounts receivable		$	0		$	0
Less: Allowance for doubtful debts			0			0
Accounts receivable, net		$	0		$	0

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NOTE 10. INVENTORIES

Inventories at June 30, 2013 and December 31, 2012 consist of the following:

	30-Jun-13		31-Dec-12
	US$		US$
Raw material	$	0	$	230,582
Work in process		0		4,673
Finished goods		347,484		0
	$	347,484	$	235,255

NOTE 11 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30, 2013 and December 31, 2012:

	30-Jun-13			31-Dec-12
Vehicles	$	7,581		$	7,581
Tools		12,906			12,906
Office		79,963			79,963
Facility equipment		110,132			95,132
Total property and equipment		210,582			195,582
Accumulated depreciation		(158,926	)		(144,429	)
Property and equipment, net	$	51,656		$	51,153

Depreciation expense for the periods ended June 30, 2013 and 2012 amounted to $14,497 and $13,048, respectively.

NOTE 12 - RESTATEMENT OF PRIOR FINANCIAL STATEMENTS

The Company had a long term investment in Leo B&T Corp. initially recorded using the equity method of accounting for investments. During 2012 it was determined from operating results of the investment that as of December 31, 2011 the Fair Market Value of the investment was impaired. Due to significant percentage of the impairment in relation to the overall investment and the overall financial statements it was determined to restate the financial results for 2012. The prior audited financial statements are presented here for comparative purposes with the only change being an impairment expense of $4,476,038 and a reduction of the investment recorded using the equity method for investments by that same amount.

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NOTE 13 - INVESTMENTS

On November 10, 2012, the Company and PDI C&D/RDC SPRL Inc ("PDI"), an affiliate of PDI Global LLC, a major architectural design company in the U.S., have signed a contract to supply an independent solar power system grafted with Leo Motors' E-Box power storage device for a housing project in the Democratic Republic of the Congo ("DRC").  The Company will have a 10% interest in the overall project.

On February 15, 2013, the Company has signed a contract with Investconsult Group PTY Ltd. ("Investconsult"), an international law firm in Australia and its affiliate, Instestconsult Group Vietnam, an international law firm in Vietnam to set up a special purpose company ("SPC") that will manage another housing project in DRC and fund a cost to secure loans for the entire project through issuance of a back up Sovereign Guarantee by the government of DRC.  The project includes design and construction of houses, ancillary facilities and general infrastructure in DRC.  The Company will have a 10% equity share in the SPC.  Also, the Company will supply an independent solar power system grafted with Leo Motors' E-Box power storage device for the project. 

NOTE 14 - SHORT TERM BORROWINGS

The Company continues to fund itself through borrowing and equity sales until sales return to historical levels. As of June 30, 2013 the total amount of our short term borrowings was $200,000. This was comprised of one $200,000 note that can be converted into 666,667 shares of common stock. This note is for twelve months maturing March 31, 2014 with a zero percent stated interest rate.

NOTE 15 - SEGMENT INFORMATION

ASC Topic 280 requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. During the quarters ended March 31, 2013 and 2012, the Company operated in one reportable business segment: the sale and manufacture of specialized electric vehicle. The Company's reportable segment is a strategic business unit that offers its product.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPANY:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. These forward-looking statements include, without limitation, statements containing the words “believes,”“anticipates,”“expects,”“intends,”“projects,”“will,” and other words of similar import or the negative of those terms or expressions. Forward-looking statements in this report include, but are not limited to, expectations of future levels of research and development spending, general and administrative spending, levels of capital expenditures and operating results, sufficiency of our capital resources, our intention to pursue and consummate strategic opportunities available to us, including sales of certain of our assets. Forward-looking statements subject to certain known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  These risks and uncertainties include, but are not limited to those described in “Risk Factors” of the reports filed with the Securities and Exchange Commission.

SPECIAL NOTICE ABOUT GOING CONCERN AUDIT OPINION

OUR AUDITOR HAS ISSUED AN OPINION EXPRESSING DOUBT AS TO OUR ABILITY TO CONTINUE IN BUSINESS AS A GOING CONCERN.  YOU SHOULD READ THIS 10-Q REGISTRATION WITH THE “GOING CONCERN” ISSUES IN MIND.

This Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q (the “Financial Statements”).  The financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”).  Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.

Overview

Leo Motors, Inc.  is a  Nevada Corporation incorporated on September 8, 2004.  The Company established a wholly-owned operating subsidiary in Korea named Leo Motors, Co. Ltd. on July 1, 2006.  Through the subsidiary the Company is engaged in the research and development (“R&D”) of multiple products, prototypes and conceptualizations based on proprietary, patented and patent pending 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 (i) E-Box electric energy storage system for solar and wind power generation devices; (ii) EV components that integrate electric batteries with electric motors such as EV Controllers that use a mini-computer to control torque drive.

Leo Motors, Inc. (the "Company") was previously actively engaged in the process of development and production of Electric Power Train Systems (“EPTS”) encompassing electric scooters, electric sedans/SUVs/sports cars, and electric buses/trucks as well as several models of Electric Vehicle ("EV"). Our EPTS can replace internal combustion engines (“ICEs”).  Company began sales of EPTS to auto makers and agricultural machinery manufacturers.

The Company has developed eight EPTS of increasing power rating: 3kW, 5kW, 7.5kW, 15kW, 30kW, 60kW, 120kW, and 240kW systems.  Each EPTS consists of a motor, a controller, and a battery power pack with a battery management system (“BMS”).

The Company has successfully converted existing models of small cars (ICEs under 2,000cc), and also a 24 seat bus.  The Company has begun marketing its 60kW power train kits (for compact passenger cars and small trucks) and its 120kW kits (for ICE passenger cars, buses, and trucks under 5,000cc). The Company has developed a 240kW kit (for up to 10,000cc buses and trucks) as well, and is attempting to locate a strategic partner to fund the testing and production.  

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The specific goals of the Company over the next twelve months include:

● Focus on the capitalization of the Company;

● Focus on the sale of the e-Box;

● Complete the build out of the manufacturing plant for the e-Box;

● Continue with R&D of our EV’s and related products as capital permits.

The E-Box can be used as an energy supplying device in an emergency situations or as a energy storage device for use by the military; municipal and industry; corporate; solar/wind power storage; electric coolers and heaters; yatchs or small ships. The E-Box is offered in three power classes: 1kw, 3kw and 5kw.  E-Boxes for 10kw and 550kw will be developed in the future.  The E-Box is environmentally friendly with high energy density due to the use of lithium-polymer battery.  The E-Box uses a multiple cell voltage balancing system via a battery management system (“BMS”).

Recent Business Developments

The Company has focused its marketing and sales efforts on the E-Box. The E-Box is an electric power storage box ranging from 3kW to 50kW for use in homes. This project took on additional importance to the Company because of the unprecedented natural disaster in Japan. The Company is marketing the device in the US and Japan. A recent sales order from a company in the USA in the third quarter of 2011 requires us to demonstrate “proof of concept”.

In 2012, the Company had agreed to a contract to provide solar module e-Box systems to sustainable housing projects in the Democratic Republic of Congo. The solar module system would be independent of the grid, solely relying on renewable solar energy as a source of electric power. Although the product has completed required testing, the delivery of the product has been delayed due to slow development in the project construction. Due to political/regional instability in the DRC, the execution of this contract is not guaranteed.

The Company has also recently signed a sales agreement for the distribution of e-Box units in the North Americas. The development is anticipated to meet the rising demand for back-up electric energy solutions worldwide, and potentially generate sales leads.

Liquidity and Capital Resources

Our liquidity and capital resources are limited. Accordingly, our ability to initiate our plan of operations and continue as a going concern is currently dependent on our ability to either generate significant new revenues or raise external capital. During this current year we have  not generating any sales and are dependent entirely on outside sources of capital

Results of Operations - For the Three Months Ended June 30, 2013

Revenues

Sales for the quarter ended June 30, 2013 were $0 compared to $18,603 for the quarter ended June 30, 2012, a decrease of $18,603. The Company is currently refocusing the majority of its resources into the E-Box and not short term current sales.

Cost of Sales

Costs of sales were $0 for the quarter ended June 30, 2013 compared to $11,242 for the quarter ending June 30, 2012, a decrease of $11,242. The Cost of sales in 2011 was consistent with prior years and zero for 2013 without any sales.

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Gross Profit

Gross profit was $0 in the quarter ended June 30, 2013 compared to $7,361 for the quarter ending June 30, 2012, a decrease of $7,361. This is consistent with the lack of sales for the current quarter and the gross profit has also been consistent with prior periods.

Research and Development

During the quarter ended June 30, 2013, we incurred $11,952 in research expenses, compared to $9,704 in the period ended June 30, 2012 an increase of $2,248. Research expenses will always continue as part of our basic development of products and ideas. The overall percentage of R & D relative to our budget has remained constant.

General and Administrative Expenses

Expenses for the period quarter consisted of the following:

	For the Three Months Ended
Total General and Administrative Expenses:	June 30, 2013			June 30, 2012
Salaries and Benefits		$	65,049	$	45,468
Consulting and Service Fees			29,033		16,799
Selling, General and Administrative			18,428		152,011
Total		$	112,510	$	214,278

Salaries and Benefits consist of total of common stock issued to our executive officers as compensation for their services as officers of the Company and cash compensation paid to our employees during the year and the cost of all benefits provided to our employees.

Consulting and Service Fees consist of consist of accounting, legal, and professional fees.

Selling, General and Administrative consists of travel expenses, entertainment expenses, communication expenses, utilities, taxes & dues, depreciation expenses, rent, repairs, vehicle maintenance, ordinary development expenses, shipping, education & training, printing, storage, advertising, insurance, office supplies and expense, payroll expenses, investor referral fees and other miscellaneous expenses.

Other Income (Expenses)

During the quarter ended June 30, 2013, we incurred $63,778 in net other expenses, compared to $993,886 other income in the period ended June 30, 2012 a decrease of $1,057,664. The net other income number from 2012 included debt forgiveness of $829,645 and asset disposal gains of $284,914. Interest expense was $66,995 in 2013 and $134,381 a decrease of $67,386 due interest conversions on notes in the 2012 quarter.

Net Income (Loss)

The net loss for the quarter ending June30, 2013 increased to $188,240 from a net income of $989,679 for the three months ending June 30, 2012. As outlined above the Company has cut back on its other operations in order to finish its E-Box project in the Republic of the Congo. The operational reduction was more than offset by beneficial conversion charges recorded as interest expense in the period caused by the conversion of notes payable into common stock.

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Results of Operations - For the Six months Ended June 30, 2013

Revenues

Sales for the six months ended June 30, 2013 were $0 compared to $24,386 for the six months  ended June 30, 2012, a decrease of $24,386. The Company is currently devoting the majority of its resources into the E-Box and current sales have declined.

Cost of Sales

Costs of sales were $0 for the six months ended June 30, 2013 compared to $15,408 for the six months ending June 30, 2012, a decrease of $15,408. This decline was due to have no sales during the six month period ending June 30, 2013.

Gross Profit

Gross profit was $0 in the six months  ended June 30, 2013 compared to $8,978 for the six months ending June 30, 2012, a decrease of $8,978. This is consistent with the lack of sales  for the current quarter and the gross profit margin has been consistent with prior periods.

Research and Development

During the six months ended June 30, 2013, we incurred $20,623 in research expenses, compared to $11,800  in the six month period ended June 30, 2012 a decrease of $8,823. Research expenses will always continue as part of our basic development of products and ideas. The overall percentage of R & D relative to our budget has remained constant.

General and Administrative Expenses

Expenses for the period quarter consisted of the following:

	For the Six Months Ended
Total General and Administrative Expenses:	June 30, 2013		June 30, 2012
Salaries and Benefits	$	108,038	$	75,836
Consulting and Service Fees		44,639		28,021
Selling, General and Administrative		62,968		257,861
Total	$	215,645	$	361,718

Salaries and Benefits consist of total of common stock issued to our executive officers as compensation for their services as officers of the Company and cash compensation paid to our employees during the year and the cost of all benefits provided to our employees.

Consulting and Service Fees consist of consist of accounting, legal, and professional fees.

Selling, General and Administrative consists of travel expenses, entertainment expenses, communication expenses, utilities, taxes & dues, depreciation expenses, rent, repairs, vehicle maintenance, ordinary development expenses, shipping, education & training, printing, storage, advertising, insurance, office supplies and expense, payroll expenses, investor referral fees and other miscellaneous expenses.

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Other Income (Expenses)

During the six months  ended June 30, 2013, we incurred $132,859 in net other expenses, compared to net other income of $989,679 in the six months period ended June 30, 2012 a decrease of $1,122,538. The net other income number from 2012 included debt forgiveness of $829,645 and asset disposal gains of $284,914. Interest expense was 130,052 in 2013 and $134,381 a decrease of $4,329 .

Net Income (Loss)

The net loss for the six months ending June 30, 2013 increased to $369,127 from a net profit of $623,139 for the six months ending June 30, 2012. As outlined above the Company has cut back on its other operations in order to finish its E-Box project in the Republic of the Congo. The operational reduction was more than offset by beneficial conversion charges recorded as interest expense in the period caused by the conversion of notes payable into common stock.

Off-Balance Sheet Arrangements

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4.CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer (the "Certifying Officer") maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 45 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officer concluded that our disclosure controls and procedures are not effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC. The Company has significant weaknesses just by the nature of its small size, they have a have a lack of separation of accounting as well as management duties. The Company is working on restructuring the accounting and reporting systems necessary to improve upon these weaknesses.

CHANGES IN INTERNAL CONTROLS

During the Quarter ended June 30, 2013, there were no changes made to our internal controls over financial reporting that are reasonably likely to affect the reliability of those controls, or the accuracy of our financial reporting.  

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PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLSOURES

Not Applicable.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

The following exhibits are filed as part of this quarterly report on Form 10-Q:

No.	Description
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

** In accordance with Regulation S-T, the XBRL-related information on Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” herewith and not “filed.”

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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, thereunto duly authorized.

Dated August 20, 2013
		Leo Motors, Inc.
		(Registrant)
	By:	/s/ Jun Heng Park
		Jun Heng Park
		Chief Executive Officer

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