World Moto (FARE) 10-Q 2017 Q2 Quarterly report

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

FORM 10-Q

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

For the quarterly period ended: June 30, 2017

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 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	(IRS Employer Identification No.)
of Incorporation or organization)

Sukhumvit13 No.19/125 Sukhumvit Suite,13 Floor, (Saengjan) Sukhumvit Rd,

Klongtoey Nue,Wattana Bangkok 10110Thailand(Address of principal executive offices and zip code)

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

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. [X] Yes      [   ] 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). [X] Yes      [   ] No

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	[   ] Accelerated filer	[   ] Non-accelerated filer	[X] Smaller Reporting company
		(Do not check if smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at August 1, 2017
Common stock, $.0001 par value	1,490,145,045

World Moto, Inc.

Form 10-Q

For the Six Months Ended June 30, 2017

INDEX

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
Signatures		20

FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "anticipate," "intend," "continue," or similar terms, variations of such terms or the negative of such terms. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth in our Annual Report on Form 10-K filed on August .

As used in this Form 10-Q, "we," "us," and "our" refer to World Moto, Inc., which is also sometimes referred to as the "Company."

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS

The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

World Moto, Inc. Consolidated Balance Sheets (Unaudited)

	June 30, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	3,405		$	3,432
Prepaid expenses and other current assets		15,009			16,810
Total current assets		18,414			20,242
Property and equipment, net of accumulated depreciation		11,576			19,903
Deposits		7,080			6,520
TOTAL ASSETS	$	37,070		$	45,966
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	507,854			514,076
Convertible notes payable, net of discount		580,001			535,231
Derivative note liabilities		2,885,439			1,488,828
Short-term debt – related party		19,613			18,554
Unearned revenues		58,089			56,354
Total current liabilities		4,050,996			2,613,043
Long term convertible notes payable		308,282			55,011
Long-term derivative liabilities		-			-
Total liabilities		4,359,278			2,668,054
Stockholders' deficit:
Preferred stock, $0.0001 par value; 50,000,000 shares authorized including 5,000,000 shares authorized as Series A Convertible preferred shares; 5,000,000 shares of Series A Convertible preferred shares issued and outstanding		500			500
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 1,490,145,045 shares issued and outstanding, respectively		149,014			149,014
Additional paid-in capital		4,779,267			4,779,267
Accumulated deficit		(9,276,734	)		(7,526,250	)
Other comprehensive loss		25,745			(24,620	)
Total stockholders' deficit		(4,322,208	)		(2,622,088	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	37,070			45,966

The accompanying notes are an integral part of these unaudited financial statements.

3

World Moto, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	For the three months ended						For the six months ended
	June 30,						June 30,
	2017			2016			2017			2016
Revenues	$	–		$	–		$	–		$	–
Operating expenses
Research and development		-			29,236			-			83,395
General and administrative		48,390			68,261			55,442			158,973
Total operating expense		48,390			97,497			55,442			242,368
Loss from operations		(48,390	)		(97,497	)		(55,442	)		(242,368	)
Other income (expense):
Interest expense		(150,461	)		(141,069	)		(437,303	)		(426,926	)
Interest income		–			354			-			6,254
Change in fair value of derivative liabilities		(835,292	)		(537,098	)		(1,257,739	)		(397,064	)
Loss on debt settlement		-			(13,921	)		-			(23,691	)
Total other income (expense)		(985,753	)		(691,734	)		(1,695,042	)		(841,427	)
Net loss	$	(1,034,143	)	$	(789,231	)	$	(1,750,484	)	$	(1,083,795	)
Other comprehensive income (loss):
Foreign currency translations		92,025			(51	)		50,365			(312	)
Comprehensive loss	$	(942,118	)	$	(789,282	)	$	(1,700,119	)	$	(1,084,107	)
Net loss per common share – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding – basic and diluted		1,490,145,045			459,543,354			1,490,145,045			437,598,000

The accompanying notes are an integral part of these unaudited financial statements.

4

World Moto, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	For the six months ended
	June 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,750,484	)	$	(1,083,795	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,884			4,483
Fair value of derivative in excess of debts		87,391			67,711
Amortization of debt discount and deferred financing cost		301,815			338,616
Change in fair value of derivative liability		1,257,739			397,064
Loss on settlement of debt		-			23,691
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		1,241			(5,935	)
Accounts payable and accrued expenses		60,508			31,993
Net cash provided by (used in) operating activities		(39,906	)		(226,172	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of related party debt		-			(17,346	)
Payments on debt settlement		-			(49,139	)
Proceeds from related party advance					6,104
Proceeds from convertible notes, net of financing costs		47,991			273,789
Net cash provided by financing activities		47,991			213,408
EFFECT OF FOREIGN CURRENCY TRANSLATIONS		(8,112	)		(312	)
Net change in cash and cash equivalents		(27	)		(13,076	)
Cash and cash equivalent at beginning of the period		3,432			14,772
Cash and cash equivalent at end of the period	$	3,405		$	1,696
SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash paid for:
Income tax	$	-		$	-
Interest		-			-
NONCASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for conversion of debt	$	-		$	413,187
Derivative liabilities from issuance of convertible debt	$	138,872		$	369,903
Increases to convertible debt for debt issue costs	$			$	36,746

The accompanying notes are an integral part of these unaudited financial statements.

5

World Moto, Inc. Notes to the Consolidated Financial Statements (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

World Moto, Inc. (the "Company") was incorporated in the State of Nevada on March 24, 2008 under the name Net Profits Ten Inc. The original purpose of the Company was to market and distribute user-friendly interactive yearbook software for the military. The Company was reclassified as a shell company until the completion of its acquisition of the World Moto Assets, which was consummated on November 14, 2012, and discussed in Note 3. Effective November 12, 2012, the Company amended its Articles of Incorporation to change its name from "Net Profits Ten Inc." to "World Moto, Inc."

On January 30, 2013, World Moto, Inc. established two wholly owned subsidiaries that were incorporated in the State of Nevada. World Moto Technologies, Inc. and World Moto Holdings, Inc. were both established, but have no activity to report to date. On February 4, 2013, World Moto Technologies Ltd, a wholly owned subsidiary of the Company, was organized under the laws of the Kingdom of Thailand and the name of this company was later changed to World Moto Co., Ltd. World Moto Co., Ltd. is owned in its entirety by World Moto, Inc., World Moto Technologies, Inc. and World Moto Holdings, Inc. and it is an operating entity of the Company in Thailand for the purposes of research and development in the Southeast Asia region.

The Company design, manufacture, market and sell Moto-Meter products and services, including the Moto-Meter and its related smartphone application, the Yes service and HailYes™ app, and Wheelies. The Company seek to address the need for fare metering and mobile commerce for motor scooters and motorcycle taxis. The use of these taxis is increasingly common in the developing world. The Company planned products, however, will have increased functionalities over a standard fare meter commonly used in an enclosed taxicab.

Basis of Presentation

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission ("SEC") Regulation S-X rule 8-03 and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's last Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2016. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2016 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim consolidated financial statements related to the period are unaudited. The results for the three-month period ended March 31, 2016 are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2016. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted.

Principal of Consolidation

The consolidated financial statements include the accounts of World Moto Technologies, Inc., World Moto Holdings, Inc., and World Moto Co. Ltd, all 100% owned subsidiaries. All significant intercompany balances and transactions 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 the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on June 30, 2017 and December 31, 2016.

June 30, 2017

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liability	$	-	$	-	$	2,885,439	$	2,885,439

6

World Moto, Inc. Notes to the Consolidated Financial Statements (Unaudited)December 31, 2016

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liability	$	-	$	-	$	1,488,828	$	1,488,828

Subsequent Event

The Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

.NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has an accumulated deficit of $9,163,910 as of June 30, 2017, has limited liquidity, and has not established a reliable source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company's ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 – UNEARNED REVENUES

On December 2, 2013, WM Co. Thailand entered into a Purchase and Licensing Agreement (the "PL Agreement") with Mobile Advertising Ventures Ltd. ("MAV"). Pursuant to the terms of the PL Agreement, MAV will purchase 10 initial "Wheelies" from WM Co. Thailand at a total purchase price of $35,000, and will have an option to purchase an additional 190 Wheelies at a purchase price of $3,500 per unit. WM Co. Thailand also grants a non-exclusive license to MAV for the use of its software in connection with the operation of the Wheelies in consideration for a fee based on net revenue per quarter from advertising sales relating to the use of the Wheelies. The Company received $35,000 from MAV before December 31, 2013 and has been recorded unearned as revenues.

On March 10, 2014, the Company entered into a Fleet Franchise Agreement ("the Franchise Agreement") with Mobile Advertising Ventures, Ltd. ("MAV"). MAV paid the Company $21,985 for the right to utilize the Yes software and all other trademarks of the Company, including but not limited to "Yes", "World Moto" and "Wheelies" (collectively, the "Marks") in the Federal Territory of Kuala Lumpur, Malaysia. Initial training has been completed for the Franchisee; however, the Franchisee has not begun operations. This revenue will be reclassified as earned when MAV completes its first sale using the Yes software.

NOTE 4 – RELATED PARTY TRANSACTIONS

At June 30, 2017 and December 31, 2016, the Company has short-term debt of $19,613 and $18,554, respectively, due to one of its majority shareholders. During the six months ended June 30, 2017, the Company repaid $0 of the related party debt.  During the six months ended June 30, 2016, the Company repaid $0 of related party debt. The loan is accruing interest at a rate of 0%.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

The Company regularly issues notes payable which are convertible at a discount of the trading price of the Company's common stock. Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15,Derivatives and Hedging. 

Convertible notes payable dated December 11, 2014, with Redwood Management, LLC and Dominion Capital, LLC (the "Holder") in the aggregate principal amount of $608,696 for a purchase price of $500,000 (8% original issue discount). The Holder is guaranteed interest at the rate of 12% and the notes have a maturity date of December 11, 2015. The Company began making amortization payments on May 11, 2015 and continuing monthly thereafter. The Debentures are convertible into shares of common stock of the Company at any time at the discretion of the Investors at a conversion price equal to the lesser of (i) $0.10 or (ii) 70% of the lowest traded price per share of the common stock during the twenty-five (25) trading days prior to the date of conversion.

7

World Moto, Inc. Notes to the Consolidated Financial Statements (Unaudited)

Convertible note with the Vires Group dated July 10, 2015 for an aggregate principal amount of $69,000 with $4,000 in deferred financing costs for broker fees. The note earns an interest rate equal to 8% per annum and is due on April 30, 2016. The note is convertible any time after 180 days from issuance at 62% of the average of the lowest 3 trading prices of the Company's common stock during the 30 trading days prior to the conversion date. 

Convertible note with LG Capital dated July 27, 2015 for an aggregate principal amount of $45,000 with $2,250 in deferred financing costs for broker fees. The note earns an interest rate equal to 8% per annum and matures on July 27, 2016. The note is convertible at 62% of the lowest trading price of the Company's common stock during the 15 trading days prior to the conversion date. 

Convertible note with JMJ dated August 31, 2015 for an aggregate principal amount of $44,000 with a $4,000 original issue discount. The note earns an interest rate equal to 12% per annum and matures on August 31, 2017. The note is convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. 

Convertible notes payable with Union Capital with an aggregate principal amount of $342,996. The Company recorded debt discounts totaling $255,961, resulting from the bifurcation of the derivative liability and determined that the fair value of the conversion feature was $264,562 at the issuance date. The notes are convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the date of conversion.

Convertible notes payable with GW Holding Group with an aggregate principal amount of $135,827.  The notes bear interest at 10% per annum and mature at various dates from March through September of 2017. The notes are convertible at 52% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. Pursuant to these notes, the Company recorded a debt discount of $169,086, resulting from the bifurcation of the derivative liability. The Company determined that the fair value of the conversion feature was 151,392 at the issuance date.

Convertible notes payable as of June 30, 2017 and December 31, 2015, consisted of the following:

Lender	Interest Rate			Issue Year		Maturity Year		Principal June 30, 2017			Principal December 31, 2016
Redwood/Dominion Capital		12	%		2014		2015	$	148,164		$	148,164
JMJ		12	%		2015		2017		33,000			33,000
Union Capital		8	%		2015		2016		316,447			316,447
GW Holdings		10	%		2015		2016		35,000			35,000
Union Capital		8	%		2016		2017		388,544			343,863
GW Holdings		8	%		2016		2017		142,693			129,851
Total principal									1,063,848			1,006,325
Less debt discount									(169,705	)		(400,579	)
Deferred financing costs									(5,890	)		(15,504	)
Net convertible debt									888,253			590,242
Current maturities									580,001			535,231
Long term, net								$	308,282		$	55,011

8

World Moto, Inc. Notes to the Consolidated Financial Statements (Unaudited)

As summary of value changes to the notes for the six months ended June 30, 2017 is as follows:

Carrying value of Convertible Notes at December 31, 2016	$	590,242
Additional principal		49,472
Total principal		639,714
Less: conversion of principal		-
Less: discount related to fair value of the embedded conversion feature		(47,991	)
Less: deferred financing cost related to debt issuances		(1,500	)
Less: discount related to original issue discount		(3,786	)
Add: amortization of deferred financing cost		9,929
Add: amortization of discount		291,887
Carrying value of Convertible Notes at June 30, 2017	$	888,253

NOTE 6 – DERIVATIVE LIABILITIES

The Company has determined that the variable conversion prices under its convertible notes caused the embedded conversation feature to be a financial derivative. The Company may not have enough authorized common stock to settle its obligation if the note holder elects to convert the note into common shares when the trading price is lower than a certain threshold.

The derivative instruments were valued at loan origination date, date of debt conversion and at March 31, 2017, The fair values of the derivative liabilities related to the conversion options of these notes was estimated on the transaction dates (loan original date and date of debt conversion) using the Multinomial Lattice option pricing model, under the following assumptions:

	December 31,								June 30,
	2016			Issuances			New		2017
Shares of common stock issuable upon exercise of debt		1,490,145,048			68,225,427					1,608,700,221
Estimated market value of common stock on measurement date	$	0.0014 - 0.05		$	0.0008-0.0016				$	0.0196
Exercise price							$	0.0008-0.0016	$	0.0004 - 0.0014
Risk free interest rate (1)		0.14% - 1.54	%		1.03%-1.18	%				0.05% - 1.03	%
Expected dividend yield (2)		0.00	%		-					0.00	%
Expected volatility (3)		228.5	%		196.8%-205.9	%				222.29	%
Expected exercise term in years (4)		0.25 - 1.00			1.00					0.08 - 1.00

(1)	The risk –free interest rate was determined by management using the one month Treasury bill yield as of the valuation dates.
(2)	The expected dividend yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.
(3)	The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trade history to determine our historical volatility.
(4)	The exercise term is the remaining contractual term of the convertible instrument at the valuation date.

9

World Moto, Inc. Notes to the Consolidated Financial Statements (Unaudited)

The change in fair values of the derivative liabilities related to the Convertible Notes for the six months ended June 30, 2017 is summarized as:

Fair value of derivatives December 31, 2016	$	1,488,829
Addition of new derivative liabilities (notes)		138,872
Addition of new derivative liabilities (warrants)		-
Derecognition of derivative liability upon settlement of convertible note		-
Change in fair value of derivative liability (notes)		1,254,700
Change in fair value of derivative liability (warrants)		3,038
Fair value of derivative liabilities at June 30, 2017	$	2,885,439

NOTE 7 – EQUITY TRANSACTIONS

During the six months ended June 30, 2017, the Company did not issue any shares of common stock for the conversion of notes payable and accrued interest.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The principal offices for the Company are currently located in Bangkok, Thailand. Annual rent on this location is approximately $700.

On April 16, 2013, the Company entered into a lease agreement with National Science and Technology Development Agency for 665 square feet of office space at 131 Thailand Science Park INC -1 # 214, Pathum Thani, Thailand. This office includes its executive offices and engineering facilities. On December 25, 2013, the Company entered into another lease agreement with National Science and Technology Development Agency for additional office space in the science park and the lease matures on November 30, 2016. Rent for the offices is approximately $22,000 per year.

On December 25, 2013, the Company entered into an office maintenance service agreement with National Science and Technology Development Agency, the service agreement expires on the same date as the lease agreement. The annual service fee is approximately $21,000 per year.

The Company has shared office space in New York City, located at 55 Broad Street, 28th Floor, New York, NY 10004. The annual rent for this location is currently being gifted to the Company.

As of March 31, 2016, the Company ceased making lease payments to the National Science and Technology Development Agency.  The Company does not have any outstanding lease payments obligation to National Science Technology Development Agency. The Company is currently negotiating a new office space lease.

10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.

Overview

World Moto, Inc. was incorporated on March 24, 2008, in the State of Nevada under the name Net Profits Ten Inc. On November 8, 2012, we amended our Articles of Incorporation to increase our authorized shares of common stock from 100,000,000 to 500,000,000 and our board of directors approved a stock dividend of 180 shares of common stock of the Company for each share of common stock issued and outstanding. Additionally, on November 12, 2012, we amended our Articles of Incorporation to change our name from "Net Profits Ten Inc." to "World Moto, Inc.", which name change became effective on November 15, 2012, upon approval from the Financial Industry Regulatory Authority ("FINRA"). On January 18, 2014, we amended our Articles of Incorporation to increase our authorized shares of common stock from 500,000,000 to 1,000,000,000. On April 9, 2015, we further amended our Articles of Incorporation to increase our authorized shares of common stock from 1,000,000,000 to 2,000,000,000.

On September 1, 2012, we entered in an Asset Purchase Agreement ("Agreement") with World Moto (Thailand) Co., Ltd., a corporation established under the laws of the Kingdom of Thailand ("Old WM"), Chris Ziomkowski, the Chief Technical Officer of Old WM and Paul Giles, the Chief Executive Officer of Old WM. The Agreement was consummated on November 14, 2012. We purchased from Old WM substantially all of the intellectual property and certain other specific intellectual property assets related to Old WM's initial product, the Moto-Meter (the "Assets"), which includes three United States patent applications, the data related to the patent applications, certain software related to the operation of the Moto-Meter, several URLs and trade-names and associated names related to the Moto-Meter and Old WM.

On January 30, 2013, we established two wholly owned subsidiaries that were incorporated in the State of Nevada. World Moto Technologies, Inc. and World Moto Holdings, Inc. were both established, but have no activity to report to date. On February 4, 2013, World Moto Technologies Ltd. was organized under the laws of the Kingdom of Thailand. The name was later changed to World Moto Co., Ltd. ("WM Co. Thailand"). WM Co. Thailand is owned in its entirety by World Moto, Inc., World Moto Technologies, Inc. and World Moto Holdings, Inc. and represents our operating entity for the purposes of research and development in the Southeast Asia region.

As of March 31, 2015, WM Co. Thailand had 12 employees. WM Co. Thailand has been performing extensive research and development activities since its inception related to improving the Moto-Meter design to allow for higher yields in mass production, as well as substantial work on the Wheelies product.

As of December 31, 2015, WM Co. Thailand had 12 employees. WM Co. Thailand has been performing extensive research and development activities since its inception related to improving the Moto-Meter design to allow for higher yields in mass production, as well as substantial work on the Wheelies product, previously known as Circulars. In March 2016, we released most of its research and development staff in order to save cost and concentrate on production. As of March 31, 2016, WM Co. Thailand retains 2 employees. As of March 31, 2017, the Company has no employees.

Business Overview

Plan of Operations

We plan to establish ourselves as a company that designs, manufactures, markets and sells the Moto-Meter products, which are devices that provide moto-taxi fare metering and other communication capabilities. We currently have patent applications pending for our products in 56 countries. To achieve our objective, we have established our operational subsidiary in Thailand for product development and a presence in two additional potential markets, Brazil and Nigeria, and begun expanding our work force to be able to implement our business plan.

The Moto-Meter is in the verification build stage and the pre-production phase has been completed in Thailand. We anticipate expanding to Indonesia, and Vietnam during the second quarter of 2015 and in Brazil within the next 12 months. We will be outsourcing mass production for the Moto-Meter to a third party manufacturer in the coming weeks.

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In conjunction with the opening of sales for the Moto Meter, we launched the App, which is a smartphone application. The App connects directly to the Moto-Meter™ via a secure Bluetooth connection, and can access data from the meter in real-time, giving users the ability to view ratings and a profile of the driver before getting on the bike.

As an element of mobile commerce, we have introduced "Yes," a concierge service where persons can order products and have the products delivered to their address by motor scooter. The Yes service has been going through testing and was launched on March 9, 2015 in Bangkok, Thailand. We expect Yes to go live in in the third quarter of 2015 in Kuala Lumpur, Malaysia. We also intend to launch Yes™ over the next 12 months in Cambodia.

We have procured our first customer for Wheelies in Thailand. We are focused on the development of Wheelies as a unique advertising product, which displays static and streaming media on the wheels of motorcycles and automobiles, providing a new mobile medium for advertising, broadcasting, self-expression and publishing. We have successfully completed a pre-production version of Wheelies and have successfully completed testing. We are currently in negotiations for an exclusive advertising arrangement on the Wheelies product.

In Thailand, we entered into a distribution agreement with Lucky Distributors, Ltd. ("Lucky"). Under the terms of this distribution agreement, Lucky has the non-exclusive right to distribute, sell and service the Moto-Meter and Moto-Meter accessories throughout Thailand and the surrounding border markets. Lucky is a national distribution company based in Thailand. It is also a preferred supplier for the Motorcycle Taxi Association of Thailand. We believe Lucky's reputation and relationship with the moto taxi community will help promote Moto-Meter in Thailand.

On October 30, 2013, we announced the signing of multiple letters of intent for the distribution of our flagship product, the Moto-Meter. To date, we signed letters of intent with qualified distributors in 7 countries. The distributors were selected for their ability to both sell and support our products as well as to protect our brand image in strategic markets. We are continuing discussions with dozens of further prominent distributors out of the hundreds of retail agents and operators that have contacted us expressing interest in the Moto-Meter and associated products. The letters of intent include authorizations to sell and support our flagship product, the Moto-Meter, as well as establishing priority for Wheelies and our other future products and services.

On December 2, 2013, World Moto Co. Thailand entered into a Purchase and Licensing Agreement (the "PL Agreement") with Mobile Advertising Ventures Ltd. ("MAV"). Pursuant to the terms of the PL Agreement, MAV will purchase 10 initial "Wheelies" from World Moto Co. Thailand at a purchase price of $35,000, and will have an option to purchase an additional 190 Wheelies at a purchase price of $3,500 per unit. World Moto Co. Thailand also grants a non-exclusive license to MAV for the use of its software in connection with the operation of the Wheelies in consideration for a fee based on net revenue per quarter from advertising sales relating to the use of the Wheelies. This sale will be completed during 2015.

We entered into discussions to mandate the use of Moto-Meters on all moto taxis within the city of Montes Claros, Brazil. Montes Claros is considered the "motorcycle taxi capital" of northern Brazil and an ideal city to launch the Moto-Meter in Brazil. We anticipate that a regulatory mandate here will act as a springboard into the potentially larger markets of Brazil's other highly populated cities.

In Africa, we established an office in Lagos, Nigeria. Previously, the officials in Nigeria have expressed strong interest in the Moto-Meter, and feedback from our initial discussions has been positive. Establishing a physical presence in the city is now essential for us as we enter the process of formalizing these discussions into a clear plan to introduce the Moto-Meter into Lagos and cities across Africa. On November 4, 2013, we were awarded a patent on the Moto-Meter technology until 2033 in Nigeria, a country with more than 3 million motorcycle taxis.

We have assembled an optimal number of employees, including experienced engineers in our research and development division at the Thailand Science Park. The development focus is simultaneously devoted to our advertising product, Wheelies, as well as our flagship product, the Moto-Meter.

In parallel with this, we have completed the work to adapt the Moto-Meter electronics so that it can pass all current and anticipated regulatory requirements of INMETRO, the National Institute of Metrology for Brazil, as well as other international regulatory agencies.

Additional work is currently being undertaken to improve the weatherization technology used in the Moto-Meter to enhance its ability to withstand environmental stresses, as well as work to provide a more generic Moto-Meter installation kit and wiring harness that will allow its installation into a wider variety of vehicles, such as auto rickshaws.

We plan to use outside consultants and service companies from time to time for various tasks in the sales, development and manufacturing of our products and product launch and distribution, under provider contracts, to the extent that we are not able to perform the required functions. Using such outside vendors may make a particular task more expensive, but we believe that using such experts should improve the outcome or speed up the timing of product development and time to market. There is no assurance that we will be able to control the costs and deliveries of such activities in the same manner as if we were performing the tasks ourselves, and therefore we are subject to the usual risks of using outside providers.

Estimated Expenses

The following provides an overview of our estimated expenses to fund our plan of operations for each of our products over the next 12 months. Funding will be with our current cash assets and may include future capital that we may have to raise.

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Moto-Meter

	Estimated
Expenses	Description
Engineering	$	15,000
Additional Prototyping and Mechanical Construction	$	5,000
Sales Training and Support	$	5,000
Production Tooling and NRE Charges	$	15,000
Development of Production Test Fixtures	$	7,000
Licensing and Certification	$	20,000
Components for Further Production	$	70,000
Training and Equipment	$	10,000
Total	$	147,000

Wheelies

	Estimated
Description	Expenses
Maintenance and Support	$	3,000
Total	$	3,000

Yes

	Estimated
Description	Expenses
Continued Development of Handset Application	$	15,000
Continued Development of Agent Handset Application	$	15,000
Establishment of Customer Service Center	$	2,000
Initial Awareness Campaign	$	3,000
Total	$	35,000

In order to execute on our plan of operations over the next 12 months, we will need to raise additional of working capital through debt or equity offerings. There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed. Any failure to secure additional financing may force us to modify or delay our business plan.

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Results of Operations

Comparison of three-month periods ended June 30, 2017 and 2016

Revenue

We have generated no revenues for the three month periods ended June 30, 2017 and 2016.

Expenses

General and administration expenses for the three-month period ended June 30, 2017, amounted to $48,390, compared to $68,261 during the three-month period ended June 30, 2016. The Company temporarily ceased operations in Thailand and reduced its operating costs during the three months ended June 30, 2017.

R&D expenses for the three-month period ended June 30, 2017, amounted to $0, compared to $29,236 during the three-month period ended June 30, 2016. The Company's R&D department in Thailand was reduced to zero employees therefore we incurred no R&D expense during first three months of 2017.

Other expense for the three-month period ended June 30, 2017 amounted to $872,929, compared to $691,734 during the three-month period ended June 30, 2016.  The increase is primarily due to an increased loss associated with the change in fair value of the derivatives and increase in interest expense.

Net Loss

For the three-month period ended June 30, 2017, we incurred a net loss of $1,034,143, compared to a net loss of $789,231 for the three-month period ended June 30, 2016. The increase is primarily due to the loss on the fair value of the derivatives and increase in interest expense.

Comparison of six-month periods ended June 30, 2017 and 2016

Revenue

We have generated no revenues for the six month periods ended June 30, 2017 and 2016.

Expenses

General and administration expenses for the six-month period ended June 30, 2017, amounted to $55,442, compared to $158,973 during the six-month period ended June 30, 2016. The Company temporarily ceased operations in Thailand and reduced its operating costs during the six months ended June 30, 2017.

R&D expenses for the six-month period ended June 30, 2017, amounted to $0, compared to $83,395 during the six-month period ended June 30, 2016. The Company's R&D department in Thailand was reduced to zero employees therefore we incurred no R&D expense during first six months of 2017.

Other expense for the six-month period ended June 30, 2017 amounted to $1,695,042, compared to $841,427 during the six-month period ended June 30, 2016.  The increase is primarily due to an increased loss associated with the change in fair value of the derivatives and increase in interest expense.

Net Loss

For the six-month period ended June 30, 2017, we incurred a net loss of $1,750,484, compared to a net loss of $1,084,107 for the six-month period ended June 30, 2016. The increase is primarily due to the loss on the fair value of the derivatives and increase in interest expense.

Liquidity and Capital Resources

As of June 30, 2017, we have $18,414 in current assets and $4,050,996 in current liabilities. Our total assets were $37,070 and our total liabilities were $4,331,447564. We had $3,405 in cash and our working capital deficit was $4,032,582.

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Cash Flows:

	For the six months ended
	June 30,
	2017			2016
Cash Flows from Operating Activities	$	(39,906	)	$	(226,172	)
Cash Flows from Investing Activities		-			-
Cash Flows from Financing Activities		47,991			213,408
Effects of Currency Translations		(8,112	)		(312	)
Net decrease in cash	$	(27	)	$	(13,076	)

Our current cash requirements are not insignificant due to planned development and marketing of our current products, and we anticipate generating losses. While obtaining $280,000 will allow us to execute on our business strategy over the next 12 months, commensurate with the goals for our planned marketing and sales, public relations, development and distribution efforts, we are actually targeting an additional $70,000 over the next 12 months in additional working capital in order to increase our growth plans on an expedited basis.

Our management believes that we should be able to raise sufficient amounts of working capital through debt or equity offerings, as may be required to meet our short-term obligations. However, the incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Additionally, our ability to raise additional capital may be limited due to the grant of a security interest on all of the assets of the Company to secure the obligations under the convertible debentures issued on January 25, 2016, February 1, 2016, February 16, 2016 and the convertible debentures issued on March 30, 2016. Changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future. We anticipate continued and additional marketing, development and distribution expenses. Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months, as we look to expand our asset base and fund marketing, development and distribution of our products.

There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed. Any failure to secure additional financing may force us to modify our business plan. In addition, we cannot be assured of profitability in the future.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

We believe the following is among the most critical accounting policies that impact or consolidated financial statement. We suggest that our significant accounting policies, as described in our financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Foreign Currency Translation

The functional currency of our subsidiary is the Thai Baht. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods.

For financial reporting purposes, the financial statements of the subsidiary are translated into the Company's reporting currency, United States Dollars ("USD"). Asset and liability accounts are translated using the closing exchange rate in effect at the balance sheet date, equity account and dividend are translated using historical exchange rates and income and expense accounts are translated using the average exchange rate prevailing during the reporting period.

Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholder's equity (deficit).

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Revenue Recognition

The Company recognizes revenue only when all of the following criteria have been met:

• Persuasive evidence of an arrangement exists;

• Delivery has occurred or services have been rendered;

• The fee for the arrangement is fixed or determinable; and

• Collectibility is reasonably assured.

Persuasive Evidence of an Arrangement - The Company documents all terms of an arrangement in a written contract signed by the customer prior to recognizing revenue.

Delivery Has Occurred or Services Have Been Performed - The Company performs all services or delivers all products prior to recognizing revenue. Monthly services are considered to be performed ratably over the term of the arrangement. Professional consulting services are considered to be performed when the services are complete. Equipment is considered delivered upon delivery to a customer's designated location.

The Fee for the Arrangement Is Fixed or Determinable - Prior to recognizing revenue, a customer's fee is either fixed or determinable under the terms of the written contract. Fees for most monthly services, professional consulting services, and equipment sales and rentals are fixed under the terms of the written contract. Fees for certain monthly services, including certain portions of networking, storage, and content distribution and caching services, are variable based on an objectively determinable factor such as usage. Those factors are included in the written contract such that the customer's fee is determinable. The customer's fee is negotiated at the outset of the arrangement and is not subject to refund or adjustment during the initial term of the arrangement.

Collectability Is Reasonably Assured - The Company determines that collectability is reasonably assured prior to recognizing revenue. Collectability is assessed on a customer by customer basis based on criteria outlined by management. New customers are subject to a credit review process, which evaluates the customer's financial position and ultimately its ability to pay. The Company does not enter into arrangements unless collectability is reasonably assured at the outset. Existing customers are subject to ongoing credit evaluations based on payment history and other factors. If it is determined during the arrangement that collectability is not reasonably assured, revenue is recognized on a cash basis.

Franchise Fee Revenue

Revenues from licensees include a royalty based on a percent of sales, and may include initial fees. Continuing royalties are recognized in the period earned. Initial fees are recognized upon granting of a new franchise term, which is when the Company has performed substantially all initial services required by the franchise arrangement. Additionally, the first twelve months of operations are royalty free for the franchisee.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the quarterly period ended June 30, 2017, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the quarterly period ended June 30, 2017 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's (the "SEC") rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's interim financial statements will not be prevented or detected on a timely basis.

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In performing the above-referenced assessment, our management identified the following material weaknesses:

i) We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

ii)

We do not have an audit committee. While not being legally obligated to have an audit committee, it is the management's view that to have an audit committee, comprised of independent board members, is an important entity-level control over our financial statements.

iii)

We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud-related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and a functioning Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarterly period ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 11, 2017, the Company received the eighth disbursement of convertible notes with GW Holdings Group note dated June 24, 2016,  for an aggregate principal amount of $2,463.

On February 06, 2017, the Company received the fiftth disbursement of convertible notes with Union Capital note dated February 1, 2016, for an aggregate principal amount of $1,750.

On February 16, 2017, the Company received the eighth disbursement of convertible notes with GW Holdings Group note dated June 24, 2016,  for an aggregate principal amount of $974.

On February 20, 2017, the Company received the first disbursement of convertible notes with GW Holdings Group note dated February 20, 2017,  for an aggregate principal amount of $3,450.

On March 10, 2017, the Company received the sixth disbursement of convertible notes with Union Capital note dated February 1, 2016, for an aggregate principal amount of $851.

On March 14, 2017, the Company received the seventh disbursement of convertible notes with Union Capital note dated February 1, 2016, for an aggregate principal amount of $6,000.

On March 14, 2017, the Company received the second disbursement of convertible notes with GW Holdings Group note dated February 20, 2017,  for an aggregate principal amount of $4,600.

On March 14, 2017, the Company received the third disbursement of convertible notes with GW Holdings Group note dated February 20, 2017,  for an aggregate principal amount of $1,355.

These issuances of the convertible promissory notes were exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits.

Exhibit	Description
No.
3.1	Articles of Incorporation (incorporated by reference to our Annual Report on Form 10-K filed on April 16, 2015).
3.2	By-laws (incorporated by reference to our Registration Statement on Form S-1, as filed with the SEC on June 25, 2010).
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 *	Interactive Data Files

* Filed herewith.

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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.

	WORLD MOTO, INC.
Dated: September 7, 2017	By:	/s/ Paul Giles
		Paul Giles
		Chief Executive Officer (Principal Executive Officer)
Dated: September 7, 2017	By:	/s/ Chris Ziomkowski
		Chris Ziomkowski
		Treasurer (Principal Financial Officer and Principal
		Accounting Officer)

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