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

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):    February 16, 2010 (February
                                                     --------------------------
                                                     11, 2010)
                                                     ---------

                                LEO MOTORS, INC.
             (Exact name of registrant as specified in its charter)

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


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

Registrant's telephone number, including area code  +82 31 796 8805
                                                    ---------------

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM  1.01  ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT

On February 11, 2010, Leo Motors, Inc. (the "Company") entered into an agreement
to  purchase  50%  of  Leo  BnT  Co. Ltd, a Korean Corporation ("BNT"), from two
shareholders  of  BNT  in  exchange for 7,000,000 shares of the Company's common
stock.

ITEM  9.01.  EXHIBITS

10.1     Purchase  Agreement  between  Leo  Motors,  Inc.  and  Leo BnT Co. Ltd.

                                   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 hereunto duly authorized.


                                   LEO MOTORS, INC.
                                   (Registrant)

Dated: February 16, 2010           By: \s\ Shi Chul Kang
                                       -----------------
                                   Shi Chul Kang
                                   Chief Executive Officer