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 endedDecember 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 number000-54694
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) |
