UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C.  20549



FORM
10-K/A-1



(Mark
One)

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



For
the fiscal year ended December 31, 2014



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



Commission
File Number: 000-52500



Confederate
Motors, Inc.

(Exact
name of registrant as specified in its charter)



|Delaware                                                           |  | 26-4182621                              
|------------------------------------------------------------------ |  | ----------------------------------------
|(State
    or other jurisdiction of incorporation or organization) |  | (IRS
    employer identification number)
|                                                                   |  |                                         
|3029
    2nd Avenue South, Birmingham, AL                          |  | 35233                                   
|(Address
    of principal executive offices)                       |  | (Zip
    Code)                          



Registrant’s
telephone number, including area code:  (205) 324-9888



Securities
registered pursuant to Section 12(b) of the Act:  None



Securities
registered pursuant to Section 12(g) of the Act:  Common Stock, Par Value $0.001



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ 
No ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ 
No ☒



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 ☒  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 during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 smaller reporting
company.  See 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   | ☐ |  | Smaller reporting
    company | ☒ | 



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



The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average
bid and asked price of such common equity as of the last business day of the registrant’s most recently competed second
fiscal quarter was $2,357,618.



The
number of shares outstanding of the registrant’s common stock on April 15, 2015, was 29,029,556.



DOCUMENTS
INCORPORATED BY REFERENCE



None




















EXPLANATORY
NOTE



The
purpose of this Amendment No. 1 is to amend Item 9A, CONTROLS AND PROCEDURES.



Item
9A, CONTROLS AND PROCEDURES, has been amended to revise the “Disclosure Controls and Procedures” section to disclose
that our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in
reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to our management,
including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.



This
Amendment No. 1 continues to speak as of the date of the original Form 10-K, and the Company has not updated or amended the disclosures
contained in the amended items to reflect events that have occurred since the filing of the original Form 10-K, or modified or
updated those disclosures in any way other than as described in the preceding paragraph. Accordingly, this Amendment No. 1 should
be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the original Form 10-K on
April 16, 2015. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal
executive officer and principal financial and accounting officer are also being filed as exhibits to this Amendment.





2









Table
of Contents



|PART
    II                                          | 4
|---------------------------------------------------- | -
|ITEM
    9A. CONTROLS AND PROCEDURES                 | 4
|PART
    IV                                          | 6
|ITEM
    15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 6
|SIGNATURES                                           | 7







3









PART
II



ITEM
9A. CONTROLS AND PROCEDURES



Disclosure
Controls and Procedures



Our
principal executive officer, H. Matthew Chambers, and our principal financial officer, Jay Etheridge, have concluded, based on
their evaluation, that our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report were not effective
in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and
forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



Management’s
Report on Internal Control over Financial Reporting



Our
management is responsible for establishing and maintaining internal control over financial reporting. Internal Control Over Financial
Reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or
persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and includes those policies and procedures that:



|1. | Pertain
    to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
    the assets of the issuer;
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | Provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
    with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance
    with authorizations of management and directors of the registrant; and
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s
    assets that could have a material effect on the financial statements.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Management
conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014, based on
the framework established in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of
the Treadway Commission (“COSO”).  Based on this assessment, management concluded that as of December 31,
2014, it had material weaknesses in its internal control procedures, therefore the Company's internal controls were not effective.



A
material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not
be prevented or detected on a timely basis.  We have concluded that our internal control over financial reporting was
not effective as of December 31, 2014.



4







The
Company’s assessment identified certain material weaknesses which are set forth below:



Entity
Level Controls



We
have insufficient corporate governance policies. Our corporate governance activities and processes are not always formally documented.
Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis
to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management.



We
currently have insufficient resources which may restrict our ability to gather, analyze and report information relative to the
financial statements in a timely manner, including insufficient documentation and review of the selection and application of generally
accepted accounting principles to significant non-routine transactions. In addition, the limited size of the accounting department
makes it impractical to achieve an optimum segregation of duties.



Functional
Controls and Segregation of Duties



We
have an inadequate segregation of duties consistent with control objectives. Our management is composed of a small number of individuals
resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation we would need to
hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain
optimal segregation of duties.  Management intends to reassess this matter during the current fiscal year to determine
whether improvement in segregation of duties is feasible.



Management
believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our
small size.  Management believes these weaknesses did not have a material effect on our financial results and intends
to take remedial actions upon receiving funding for our business operations.



We
are committed to improving our financial organization. As part of this commitment, we will increase our personnel resources and
technical accounting expertise within the accounting function when funds are available to us.



We
will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over
financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or
improvements, as necessary and as funds allow.  We intend to take appropriate and reasonable steps to make the necessary
improvements to remediate these deficiencies, including:



|1. | Adding
    personnel with the depth of knowledge and time commitment to provide a greater level of review for corporate activities;
|-- | -----------------------------------------------------------------------------------------------------------------------------------



|2. | Continuing
    to update the documentation of our internal control processes, including formal risk assessment of our financial reporting
    processes; and
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Soliciting
    independent directors to enhance corporate governance and Board composition.
|-- | -------------------------------------------------------------------------------------------



We
intend to consider the results of our remediation efforts and related testing as part of our assessment of the effectiveness of
our internal control over financial reporting.



Changes
in Internal Control over Financial Reporting



There
were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred
during the quarter ended December 31, 2014, that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.





5







PART
IV



ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES



Exhibits



|               |  |                                                                                |  |      |  | Incorporated by Reference |          
|-------------- |  | ------------------------------------------------------------------------------ |  | ---- |  | ------------------------- | ---------
|Exhibit Number |  | Exhibit Description                                                            |  | Form |  | File No.                  |          
|               |  |                                                                                |  |      |  |                           |          
|2.1            |  | Agreement and Plan of Merger dated February 12, 2009                           |  | 8-K  |  |                           | 000-52500
|3.1            |  | Amended and Restated Certificate of Incorporation                              |  | 10-K |  |                           | 000-52500
|3.2            |  | Certificate of Merger filed March 13, 2009                                     |  | 10-K |  |                           | 000-52500
|3.3            |  | Bylaws                                                                         |  | 10-K |  |                           | 000-52500
|4.1 & 10.1     |  | 2008 Incentive Plan*                                                           |  | 8-K  |  |                           | 000-52500
|4.2 & 10.2     |  | 2014 Stock Incentive Plan*                                                     |  | 8-K  |  |                           | 000-52500
|4.3            |  | Securities Purchase Agreement dated January 30, 2009                           |  | 8-K  |  |                           | 000-52500
|4.4            |  | Registration Rights Agreement dated February 12, 2009                          |  | 8-K  |  |                           | 000-52500
|10.3           |  | Employment Agreement with H. Matthew Chambers*                                 |  | 8-K  |  |                           | 000-52500
|10.4           |  | Employment Agreement with H. Matthew Chambers effective February 15, 2012*     |  | 10-K |  |                           | 000-52500
|10.5           |  | Terny Settlement Agreement                                                     |  | 10-K |  |                           | 000-52500
|10.6           |  | Promissory Note dated September 27, 2012                                       |  | 10-K |  |                           | 000-52500
|10.7           |  | Subscription Agreement dated December 24, 2013 with Optimum Solution Pte. Ltd. |  | 10-K |  |                           | 000-52500
|10.8           |  | Agreement with Rhiti Sports dated October 22, 2013                             |  | 10-Q |  |                           | 000-52500
|10.9           |  | Sublease Agreement dated October 31, 2013                                      |  | 10-K |  |                           | 000-52500
|14.1           |  | Code of Ethics                                                                 |  | 8-K  |  |                           | 000-52500
|21.1           |  | List of Subsidiaries                                                           |  | 10-K |  |                           | 000-52500
|31.1           |  | Rule 13a-14(a) Certification by Principal Executive Officer                    |  |      |  |                           |          
|31.2           |  | Rule 13a-14(a) Certification by Principal Financial Officer                    |  |      |  |                           |          
|32.1           |  | Section 1350 Certification of Principal Executive Officer                      |  | 10-K |  |                           | 000-52500
|32.2           |  | Section 1350 Certification of Principal Financial Officer                      |  | 10-K |  |                           | 000-52500
|101.INS        |  | XBRL Instance Document                                                         |  | 10-K |  |                           | 000-52500
|101.SCH        |  | XBRL Taxonomy Extension Schema Document                                        |  | 10-K |  |                           | 000-52500
|101.CAL        |  | XBRL Taxonomy Extension Calculation Linkbase Document                          |  | 10-K |  |                           | 000-52500
|101.DEF        |  | XBRL Taxonomy Extension Definition Linkbase Document                           |  | 10-K |  |                           | 000-52500
|101.LAB        |  | XBRL Taxonomy Extension Label Linkbase Document                                |  | 10-K |  |                           | 000-52500
|101.PRE        |  | XBRL Taxonomy Extension Presentation Linkbase Document                         |  | 10-K |  |                           | 000-52500



* Management
contract on compensatory plan or arrangement required to be filed as an exhibit.



[SIGNATURE
PAGE FOLLOWS]





6







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended
report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        | Confederate Motors, Inc.
|----------------------- | ------------------------
|                        |                         
|Date: November 20, 2015 | By:                     
|                        |                         





7