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):
April 7, 2011 (April 4, 2011)
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LEO MOTORS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3909667
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(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
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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 4.01. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 4, 2011, Leo Motors, Inc. (the "Company") accepted the resignation of
Gruber & Company LLC as the Company's Independent Registered Public Accounting
Firm. Gruber & Company informed the Company on January 25, 2011 that it may not
be able to continue as Auditor because Mr. Gruber, its principal, does not speak
Korean. From then until April 4, 2011, the Company attempted to determine
whether Gruber & Company could continue as the Company's principal auditor under
PCAOB rules and regulations. It was determined on April 4, 2011 that the PCAOB
rules and regulations required Gruber & Company to resign.
On April 7, 2011, the Company engaged Stan Jeong-Ha Lee as its Independent
Registered Public Accounting Firm. Mr. Lee has been engaged to audit our 2010
annual financial statements; and to provide review and auditing services for the
Company going forward. Mr. Lee, who speaks Korean, has assisted with the audit
since the beginning of the audit process, and has assisted with the auditor
review of the 1st, 2nd and 3rd Quarter 2010 quarterly financial statements.
The decision to change accountants was recommended, approved and ratified by the
Company's Board of Directors effective April 7, 2011. Gruber & Company's
reports on the financial statements of the Company for the years ended December
31, 2009 and 2008 did not contain any adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principles other than the inclusion of an explanatory paragraph discussing the
Company's ability to continue as a going concern.
During the years ended December 31, 2010, 2009 and 2008, and any subsequent
interim periods through the date of Gruber & Company's resignation, there were
no disagreements between Gruber & Company and the Company on a matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Gruber & Company would have caused Gruber & Company to make reference to the
subject matter of the disagreement in connection with its report on the
Company's financial statements.
There have been no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K during the years ended December 31, 2010, 2009, and 2008, and any
subsequent interim periods through the date the Company was informed of Gruber &
Company's status.
The Company has requested that Gruber & Company respond to any inquiries of any
new auditors hired by the Company relating to their engagement as the Company's
independent accountant. The Company has requested that Gruber & Company review
the Item 4.01 disclosure in this report and has provided Gruber & Company with
an opportunity to provide a letter addressed to the Commission containing any
new information, clarification of the Company's expression of its views, or the
respect in which Gruber & Company does not agree with the statements made by the
Company herein. Gruber & Company provided the letter filed herewith as Exhibit
16.1.
The Company has not previously consulted with Mr. Lee regarding either (i) the
application of accounting principles to a specific completed or contemplated
transaction; (ii) the type of audit
opinion that might be rendered on the Company's financial statements; or (iii) a
reportable event (as provided in Item 304(a)(1)(v) of Regulation S-K) during the
years ended December 31, 2010, 2009, and 2008, and any later interim period,
including the interim period up to and including the date of Gruber & Company's
resignation.
Mr. Lee has reviewed the disclosure required by Item 304 (a) before it was filed
with the Commission and has been provided an opportunity to furnish the Company
with a letter addressed to the Commission containing any new information,
clarification of the Company's expression of its views, or the respects in which
it does not agree with the statements made by the Company in response to Item
304 (a). Mr. Lee did not furnish a letter to the Commission.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
16.1 Letter from Gruber & Company with Regards to Item 4.01 Disclosure.
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: April 7, 2011 By: \s\Jung Yong Lee
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Jung Yong Lee
Chief Executive Officer