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

                                   FORM 10-K

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

For the fiscal year ended   December 31, 2009
                          ------------------------------------------------------
Commission file number   000-53525
                       ---------------------------------------------------------
                                            _____________________________
             ==============================/

                                LEO MOTORS, INC.

             _____________________/======================================
                                      Zero-Emmission Vehicle

                                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
--------------------------------------------------------------------------------
     (Address of principal executive offices)     (Zip Code)

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

                                    Copy to:

                                Cutler Law Group
                           3355 W. Alabama Ste. 1150
                               Houston, TX 77098
                               Fax: 800-836-0714

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                    Name of Each Exchange on which Registered

None                                   None
--------------------------------------------------------------------------------

          Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock ($0.001 par value)
--------------------------------------------------------------------------------
                                (Title of Class)


<PAGE>
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.                      [ ] Yes   [x] No

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   [x] 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.                              [x] Yes   [ ] 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
definition of "accelerated filer, large accelerated filer and smaller reporting
company" as defined in Rule 12b-2 of the Exchange Act.

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

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

The aggregate market value of the common equity held by non-affiliates of the
registrant as of June 30, 2008 (the last business day of the registrant's most
recently completed second fiscal quarter) was $879,362.

The number of shares of the registrant's common stock outstanding as of March
23, 2009 was 35,946,449 shares.



<PAGE>
                                LEO MOTORS, INC.
                               TABLE OF CONTENTS

                                     PART I

Item 1.      Business..........................................................4
Item 1A.     Risk Factors......................................................8
Item 1B.     Unresolved Staff Comments.........................................8
Item 2.      Properties........................................................8
Item 3.      Legal Proceedings.................................................9
Item 4.      (Removed and Reserved)............................................9

                                    PART II

Item 5.      Market for Registrant's Common Equity, Related Stockholder
             Matters and Issuer Purchases of Equity Securities.................9
Item 6.      Selected Financial Data..........................................10
Item 7.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations........................................10
Item 7A.     Quantitative and Qualitative Disclosures About Market Risk.......12
Item 8.      Financial Statements and Supplementary Data......................13
Item 9.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure.........................................29
Item 9A.     Controls and Procedures..........................................30
Item 9B.     Other Information................................................30


                                    PART III

Item 10.     Directors and Executive Officers of the Registrant...............30
Item 11.     Executive Compensation...........................................33
Item 12.     Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters..................................37
Item 13.     Certain Relationships and Related Transactions, and Director
             Independence.....................................................38
Item 14.     Principal Accounting Fees and Services...........................38


                                    PART IV

Item 15.     Exhibits and Financial Statement Schedules.......................39
Signatures....................................................................39

                                     Page 3
                                     Page 3
<PAGE>
                                     PART I

ITEM 1. BUSINESS

A.     BUSINESS  DEVELOPMENT

There were no changes to Business Development during the year.

B.     FINANCIAL INFORMATION ABOUT SEGMENTS

As  defined by generally accepted accounting principles ("GAAP"), we do not have
any  segments  separate  and  apart  from our business as a whole.  Accordingly,
there  are  no  measures of revenue from external customers, profit and loss, or
total assets aside from what is reported in the Financial Statements attached to
this  Form  10-K.

C.     BUSINESS OF THE COMPANY

OVERVIEW

Leo  Motors,  Inc.,  a  Delaware  Company (the "Company"), through its operating
subsidiary  Leo  Motors,  Co.  Ltd.,  a  Korean  Company  ("Leozone"), is in the
business  of  developing  and  marketing  Electric  Vehicles  ("EVs")  and  EV
components.  Our  current  operations  consist  of  developing  the  designs and
prototypes  of our EV models, testing, establishing relationships with potential
customers,  small scale sales of our EVs, and developing our business plan.  Our
ultimate  goal  is  to  begin  full  scale manufacture of our designs, enter the
Global  EV  market and establish ourselves as a reputable provider of EVs and EV
components.

Our  overarching  strategy  is to gain an initial foothold in the EV market as a
niche  supplier,  build  our  reputation  as  a technology leader and a socially
responsible  company,  and  develop our catalog of products and technology while
the  market  for  EV  develops.

CHANGES  TO  OUR  BUSINESS

There were many changes to our business during the year ended December 31, 2009.
Our business plan remains to become a technology provider in the global EV
market, however, due to the need to generate revenues in short term we decided
to focus our efforts in 2009 on the development and marketing of electric
scooters.  The electric scooter market is widely open in many countries
including Korea, Japan, and the US, and electric scooters are easier to
capitalize, and are made more affordable for us because we can use technology we
have developed.  The market for electric motorcycles and scooters is growing
because internal combustion engine ("ICE") motorcycles and scooters make
enormous emissions and noises.

We have developed three models of electric scooters, entered into agreements to
manufacture and distribute them, and are in the process of testing and
developing our marketing for the e-Bikes. We are targeting only fleet markets
such as local government bodies, delivery companies, parks, and big companies
during 2010.  After we receive purchase orders, we have to spend at least
$100,000 to keep the inventory.  We are going to spend $100,000 for market costs
during 2010.

In  2009,  we  finished  test  runs of vehicles with one 60kW power train (which
includes a motor, controller and battery power packs), and two 60 kW multi motor
power  train.  Using  a  single  60kW  power  train,

                                     Page 4
<PAGE>
we  developed  electrified  compact  cars  with  existing car brands such as the
Hyundai  Morning  and  Nissan  Cube  models.  These  models  have  engines under
2,000cc.  We  also  electrified  a  24  seat  bus  using  two  60kW  motors.
Electrification  means  the  conversion  of ICE cars into electric motor powered
cars.  These models were successfully tested, performing expressway speeds (more
than  60 Mph), and showing good torque in high RPMs.  They were able to pass ICE
cars  in  the  expressway,  and  could  drive long hilly roads.  With these test
results,  we are going to market our 60kW power train to existing car companies,
and  many fleet operators such as school bus and garbage truck operators who are
interested  in  converting  their  ICE  vehicles  into  EVs.

Our next step is the development of working prototypes of 120kW and 240 kW power
trains  which  will  be  used  in  heavy duty vehicles such as buses and trucks.
120kW  and  240  kW  controllers  are  currently  underway.

We have spent $270,000 for the development of e-Bikes, and have already invested
$500,000 for the development of our power trains.  We anticipate that completion
of  the  120kW power train and 240 kW power train prototypes by the end of April
2010.   The  development  of these power trains will cost approximately $500,000
US  before  we  have  fully  implemented our business.  After the development of
prototypes,  we  must  pilot  test  the  models,  which  we anticipate will cost
approximately  $300,000  to  test  our  current prototypes and the prototypes on
which  we  are  currently  working.  Our  initial  plan  was to complete working
prototypes  of  all  of our EV designs, but in 2009 we revised this plan, and we
will  not  make prototypes of our passenger car designs until we achieve success
in  our  bike  and  power  train  businesses.

The next step is to develop production capabilities of both our e-Bikes s and EV
power  trains.  We intend to initially either outsource production or enter into
joint  ventures  for  the  production  of  our electric vehicles and components.
Accordingly,  we  do  not expect the development of production capabilities will
represent  a  significant  cost.  Once  we  have entered into agreements for the
production  of  our  EVs  and components, we can begin full scale production and
build  our  inventory.  We  anticipate  these  steps  will  cost  approximately
$600,000,  $500,000  of  which  is attributable to the development of production
capability  such  as  moulds and manufacturing tool developments for controllers
and  Battery  Management Systems (BMS's), and $100,000 of which represents costs
of  developing  inventory.

The  steps  toward  implementing  our  business  plan  can  be summarized by the
following  table:

e-Bikes

STEP                     ANTICIPATED COST   ANTICIPATEDSTART DATE
-----------------------  -----------------  ---------------------
Initial Design           $             N/A  Completed
Initial Prototypes       $             N/A  Completed
Testing                  $             N/A  Completed
Component Development    $             N/A  Completed
Production Capability    $             N/A  Completed
Production of Inventory  $         100,000  May 2010
Marketing & Sales        $         100,000  In process
-----------------------  -----------------  ---------------------
TOTAL                              200,000

Power  Trains

STEP                     ANTICIPATED COST   ANTICIPATEDSTART DATE
-----------------------  -----------------  ---------------------
Initial Design           N/A                Completed
Initial Prototypes       $         500,000  April 2010


                                     Page 5
<PAGE>
Testing                  $         500,000  May 2010
Production Capability    $         500,000  September 2010
Production of Inventory  $         100,000  December 2010
Marketing & Sales        $         100,000  In process
-----------------------  -----------------  ---------------------
TOTAL                            1,700,000

In  addition  to  broadening  the scope of our products, we intend to expand our
business  by  entering  new  potential markets.  One of our specific goals is to
enter  the  US, Japanese, and EU markets by the end of 2010.  However, if we are
unable  to  timely  finance  our  operations  and  to  get the appropriate local
partners,  entering  the  these  markets  will  not  be  feasible.

SALES  AND  DISTRIBUTION  ARRANGEMENTS

Since  the  beginning  of 2009, we have entered into the following agreements or
memoranda  for  the  potential  sales  of  our  products  and  our  services.

M&M  Corp
---------

We  have  appointed  M&M  Corp  as our exclusive Korean provider of our electric
scooters.  Upon  entering  the  agreement, M&M paid us 400,000,000 Korean Won as
the  down payment for the order of 170 units of e-scooters.  In April, 2010, M&M
placed  a  definitive  order  for  1,170  units  for  4.2  billion  Korean  Won
(approximately $3.73 Million US), and has advanced a down payment of 300 billion
Korean  Won  (approximately  $2.66  million  US).

Japanese  Dealer
----------------

We  have  entered  into  an  MOU with Global Commerce in Japan in 2009.  We have
developed  e-Box, a compact electric car through electrification of Nissan Cube.
We  also  sold  10  units  of our e-bikes to be used for samples and exhibition.
Global  Commerce  was  satisfied  with  our  developments  and  scooters.    For
electrification  of power trains for cars, Global Commerce needs to conduct more
research  and  to find potential clients before they make decision to enter into
the  business.  If they are successful, we expect definitive purchase orders for
e-Boxes  and  scooters  from  Global  Commerce  during  2010.

Under  the  MOU,  Global  Commerce  must  pay  40%  of  the  total amount of any
definitive  order  in  advance, 30% upon production, and the final 30% before we
ship  the  products.

Bike  Lease  Electric  Motor  Cycles
------------------------------------

We  have  entered  into  an agreement with Bike Lease in Korea, which is a motor
cycle  leasing  company,  to  provide  them with our electric motor cycles.  The
agreement  calls  for  the  purchase of 3,000 units of H5 annually at a price of
3,500,000  Korean  Won  (approximately  $3,000).  But  as  we  finalized  the
development,  the cost increased such that we must raise the price to $4,000 per
unit.  Thus,  we  need  amend  the  contract.  If Bike Lease accepts the changed
price,  we  expect  approximately  $12  million  in  revenues per year from this
agreement.

We  have  contracted with Chulin Home Tech Co., Ltd. to manufacture the electric
motor  cycles  for  Bike  Lease.  Production  is conditional on Chulin receiving
adequate  funds,  and so Bike Lease must pay 30% of the total amount in advance,
40% 30 days after initiation of production, and 30% when receiving the products.
In  addition,  Chulin  cannot  accommodate  more  than  1,000  units  per month.

                                     Page 6
<PAGE>
Puerto  Princesa  e-Taxis
-------------------------

We  had  entered  into  an  agreement  with  the  government of Puerto Princesa,
Phillipines to supply 2,500 e-Taxis in Puerto Princesa.  However, the production
of  the  e-Taxis  was  delayed because the required initial capital had not been
paid  into  the  joint venture.  We had raised sufficient funding to satisfy our
obligation to pay $300,000 into it, however the city government had not yet paid
its  initial  required  contribution  of Php14 million (approximately $300,000).

This project was delayed more than one year.  Since we received no progress from
the  City,  we  dropped  this  project  and  focused  on  other  projects.

Thailand  Reverse  Tricycle  Scooters
-------------------------------------

We  have signed a Memorandum of Understanding ("MOU") with Global Electric Motor
Cars  Asia  Co.,  Ltd.  in Thailand ("GEM Thailand") to develop, manufacture and
supply  Reverse  Tricycle  Scooters.  The  MOU  anticipates  the  execution of a
definitive  agreement,  but  currently  is not an enforceable contract.  We have
been  unable to make any progress with negotiating the definitive agreement.  We
are  going  to  drop this project if we cannot enter the definitive agreement by
June  of  2010.

MGM  Studio  City  (Korea)  Tourism  Vehicle
--------------------------------------------

Effective  November  22,  2006, we entered into an agreement with CUSCO Group of
Seoul,  Korea,  for the development and design of the traffic and transportation
means  (mobile  vehicles,  monorails,  etc.)  to  be  available  internally  and
externally  in  the  theme  park  complex for the users of MGM Studio City.  MSC
Korea,  a  subsidiary of CUSCO Group, has been authorized by MGM Film Co. of USA
to  build  MGM  Studio City in Inchon, Korea.  Under the agreement, our services
include  research  and  development, economic feasibility of the moving path and
the  operation  system, technical feasibility study, and development and testing
of  the  transportation means selected.  Total amount to be paid to us under the
contract  was  1,500,000,000  Korean Won (about $990,000 at the current exchange
rate).

Under  the  agreement,  the  Company  developed  and delivered a V1 resort EV to
CUSCO, which is a resort/tourism vehicle designed to transport passengers around
resorts  and  other  tourist  destinations.  The  sales  amount  of $462,107 was
recorded  as  revenue  in  March  2009.

The  agreement  with  CUSCO  expires  Dec 31, 2010.  CUSCO has suspended the MGM
Studio  City  project  currently until negotiations with the local government to
purchase the land are completed.  During this time we have stopped providing any
services  or  products  to CUSCO, therefore we cannot expect any further revenue
from  the  agreement  within  near  future.

EV  CONTROLLERS

We  have  typically  used  controllers  which  were  made  to  order  by outside
suppliers.  They  are  conversions  from controllers used in industrial electric
machinery.  More than half of the parts in these controllers are useless for the
purposes  of our EVs.  We also found that these controllers must be programmable
if  they  are  to control the speed and torque of EV motors and communicate with
the  EV's  power  pack.  Therefore,  we have been developing our own controllers
since  July  2009.

We  intend  to  develop  an  EV-specialized  controller  imbedded with our power
management  solutions.  These  modes solutions are designed to make EVs run long
and  steep  hills,  avoid  suddenly  losing power after reaching peak power, and
successfully  pass  other ICE cars on high speed roads through by allowing quick
acceleration  at  high  speed  (60  mph  or  more).

                                     Page 7
<PAGE>
We  intend  to  develop  our  controllers programmable in a way that they can be
customized  in  various vehicle types and power requirements.  We plan to reduce
the  size  and  costs  of  our own design controllers by eliminating unnecessary
parts  in  existing  controllers and integrating circuits into digital chipsets.

MARKETING

Our  initial marketing strategy is to focus on individual sales to fleets and EV
manufacturers.  We  have already begun marketing our scooters to governments and
companies  throughout  the  world.

We  plan  to  emphasize  the  following  selling  points:

-     Our  scooters  can  achieve  comparable  power  with  ICE  scooters  as it
generates  proper  torque  in  any RPM ranges, and can mount hills without power
loss.

-     We  have  a  wide range of power trains available, including the 1kW, 3kW,
6kW,  10kW,  15kWS,  30kW,  30kW, 60kW, and 120kW power system.  Our 240kW power
system is under development.  Using our Multi Motor System, we can achieve power
more  than  240kW.  Thus  we  can  cover  all  electric  power requirements from
smallest  scooters  to  truck  and  buses.

-     We have many different voltage battery management systems (BMS) available,
including  48 volt, 72 volt, 140 volt, 320 volt, and 380 volt.  Our BMS balances
the voltage differences between cells up to 1 micro volt, for more efficient and
safer  charging  and  discharging.

ITEM  1A.  RISK  FACTORS

Not  required  by  smaller  reporting  companies.

ITEM  1B.  UNRESOLVED  STAFF  COMMENTS

We  filed  a  registration  statement  on  Form  10  on  December  10, 2008, and
Amendments  to  the  Form  10 on March 3, 2009, April 27, 2009, and September 9,
2009.  We have received comments from the SEC on the latest Amendment and are in
the  process  of responding to them.  Until the Form 10 has cleared comments, we
and  our  shareholders  cannot  rely  on  the Form 10 or our subsequent periodic
reports  to  satisfy  a  requirement  of  current  adequate  information for any
securities  transactions.

In  addition  to  comments  on  our  form  10,  we  are  subject to a continuing
requirement to update our Quarterly and Annual Reports to be consistent with any
changes  made  to  our  Form  10.

We  do  not  currently  have  any  other  unresolved  staff  comments.

ITEM  2.  PROPERTIES

We  operate out of an office and workshop located at 291-1, Hasangok-dong, Hanam
City,  Gyeonggi-do,  Republic  of  Korea  465-250.

At  this  time  we  do  not  intend  to  establish  any manufacturing facilities
ourselves.  Instead  we  will either outsource manufacturing of our products, or
enter  into  joint  ventures  with  partners  who will provide the manufacturing
facilities.

                                     Page 8
<PAGE>
As  the  market  for  our  product  develops, we may decide to establish our own
facilities  in various locations, outsource manufacturing of our other products,
or  enter  into  additional  joint  ventures  for  the manufacturing of our EVs.

ITEM  3.  LEGAL  PROCEEDINGS

None.

ITEM  4.  (REMOVED  AND  RESERVED)

None.


PART  II

ITEM  5.     MARKET  FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND  ISSUER  PURCHASES  OF  EQUITY  SECURITIES

MARKET  INFORMATION

Our  common  stock  is  quoted  in  United  States  markets  on the Pink Sheets,
maintained by Pink OTC Markets, Inc., a privately owned company headquartered in
New  York  City, under the symbol "LEOM."  There is no assurance that the common
stock will continue to be traded on the Pink Sheets or that any liquidity exists
for  our  shareholders.

MARKET  PRICE

The  following  table  shows  the high and low per share price quotations of the
Company's common stock as reported by the Pink Sheets for the periods presented.
These  quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commissions, and may not necessarily represent actual transactions.  The Pink
Sheets  market  is  extremely limited and the prices quoted by brokers are not a
reliable  indication  of  the  value of the common stock.  The periods presented
represent  fiscal  quarters,  with  the  fourth  quarter  of each year ending on
December  31.

                              HIGH           LOW
Fiscal  2009
First  Quarter               $0.70          $0.11
Second  Quarter              $1.05          $0.10
Third  Quarter               $0.80          $0.39
Fourth  Quarter              $3.42          $0.50

As  of  December  31,  2009,  the Company had 100,000,000 shares of common stock
authorized  with  40,708,115  shares  issued  and outstanding, and approximately
9,294,694 freely tradable shares in the public float.  These shares were held by
approximately  885  shareholders  of  record and Company estimates by over 1,000
beneficial  shareholders.

PENNY  STOCK  REGULATIONS

Our  common  stock  is  quoted  in  United  States  markets  on the Pink Sheets,
maintained by Pink OTC Markets, Inc., a privately owned company headquartered in
New  York  City,  under  the symbol "LEOM."  On March 31, 2009 the last reported
sale  price  of  our  common  stock  was  $2.00  per  share.  As  such,  the

                                     Page 9
<PAGE>
Company's  common  stock  may be subject to provisions of Section 15(g) and Rule
15g-9  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
commonly  referred  to  as  the  "penny  stock  rule."

Section 15(g) and Rule 15g-9 sets forth certain requirements for transactions in
penny  stocks,  in particular that either (1) the transaction meets one of a few
specific  exemptions,  or  (2) the broker dealer executing the transaction for a
customer  (a)  obtain  informed  consent  from  the  customer  and  (b)  make an
individualized  determination of the customer's suitability for trading in penny
stocks  based on personal financial information.  Rule 15g-9(d) incorporates the
definition  of  "penny  stock" that is found in Rule 3a51-1 of the Exchange Act.
The  SEC  generally  defines  "penny stock" to be any equity security that has a
market  price less than $5.00 per share, subject to certain exceptions.  As long
as  the  Company's  common  stock  is deemed to be a penny stock, trading in the
shares  will  be  subject  to  additional  sales  practice  requirements  on
broker-dealers who sell penny stocks to persons other than established customers
and  accredited  investors.

DIVIDENDS

The  Company  has not issued any dividends on the common stock to date, and does
not  intend  to  issue any dividends on the common stock in the near future.  We
currently intend to use all profits to further the growth and development of the
Company.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

During  the  year  ended December 31, 2009, and in the subsequent period through
the  date  hereof  the  Company  made  the  following  issuances of unregistered
securities:

On February 3, 2010 we issued 3,000,000 shares to members of our management team
as  compensation  for  their  services.  2,000,000  shares  were  issued  to our
president, Mr. Kang.  500,000 shares each were issued to Jung Yong Lee and Young
Il  Kim.  This  issuance  was  completed  in accordance with Section 4(2) of the
Securities  Act  in  an  offering  without  any public offering or distribution.
These  shares  are  restricted securities and include an appropriate restrictive
legend.

On  February  22,  2010  we  issued 7,000,000 shares to purchase 50% of Leo B&T.
This  issuance  was  completed in accordance with Section 4(2) of the Securities
Act  in  an  offering without any public offering or distribution.  These shares
are  restricted  securities  and  include  an  appropriate  restrictive  legend.

PURCHASES  OF  EQUITY  SECURITIES

None.


ITEM  6.  SELECTED  FINANCIAL  DATA

Not  required  by  smaller  reporting  companies.


ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATION

FORWARD-LOOKING  STATEMENTS

Statements about our future expectations are "forward-looking statements" within
the  meaning  of

                                   Page 10
<PAGE>
applicable  Federal  Securities  Laws,  and  are  not  guarantees  of  future
performance.  When used herein, the words "may," "will," "should," "anticipate,"
"believe,"  "appear," "intend," "plan," "expect," "estimate," "approximate," and
similar  expressions  are  intended to identify such forward-looking statements.
These  statements  involve  risks  and  uncertainties  inherent in our business,
including  those  set forth in Item 1A under the caption "Risk Factors," in this
Annual  Report  on  Form  10-K  for  the year ended December 31, 2008, and other
filings  with the SEC, and are subject to change at any time. Our actual results
could  differ  materially from these forward-looking statements. We undertake no
obligation  to  update  publicly  any  forward-looking  statement.

OVERVIEW

Leo  Motors,  Inc.  (the  "Company")  is  currently focusing on the development,
production, marketing and sale of its e-Scooters and power trains.  We also have
several  other projects in development stages that have been put on hold pending
the  success  of  our  e-Scooters  and  power  trains.

LIQUIDITY  AND  CAPITAL  RESOURCES

Our  liquidity  requirements  arise  principally  from  our  plans to develop EV
production  capability,  additional  product  development,  and marketing costs.
Although  in  the  future we intend to fund our liquidity requirements through a
combination  of  cash  on  hand  and  revenues from operations, during 2009, the
Company  had  incurred  $3,357,968 in expenses and had realized only $896,953 in
revenues.  Accordingly,  our  ability  to  initiate  our  plan of operations and
continue  as  a  going  concern  is currently dependent on our ability to either
generate  significant  new  revenues  or  raise  external  capital.

Our  monthly  operating cost including salaries and general expense is currently
approximately  $65,000,  as  we focus on our e-Bikes and power trains.  In April
2010  we  received  approximately  $3  million in revenues from our distribution
agreement  in  Korea;  accordingly, we have already secured our annual operating
budget  for  2009.  However,  in  order  to continue the projects we have put on
hold,  we  will  require  additional  revenues  or  financing.

Our  long term survival will depend on the growth of our operations towards full
scale  manufacturing  and  sales  of  our  EVs, which in turn will depend on our
ability  to raise sufficient financing.  If our fund raising efforts should fail
or  fall  short  of  our  goal, we will have to restructure our business plan in
order  to  sustain  our  operations.  However, in that event we may be unable to
implement  our  business  plan  or  continue  operations.

RESULTS  OF  OPERATIONS  -  2009  VS.  2008

Revenues

Sales  for  the  year ended December 31, 2009, were $896,953 compared to $82,435
for  the  year  ended December 31, 2008.  Costs of sales were $787,423 and gross
profit  was  $109,530 compared to $35,511 in costs of sales and $46,924 in gross
profit  for  2008.

The sales made through December 31, 2009 are not generated from recurring
business operations as most of our sales to date are of product samples or
development services.  The company has almost completed the development of
electric bike for mass production which will be launched in the market during
the 2nd or 3rd quarters of 2010.  During the year we also received 3 orders to
convert engine vehicles to electric vehicles, which amounted to $318,814; and we
delivered our Resort EV to Cusco, which amounted to $391,726 in revenues.

                                   Page 11
<PAGE>
The following is a detailed description of the products sold in 2009:

Product                 Units  Price
----------------------  -----  --------
e-Bike                     14  $ 40,761
Resort EV                   1  $391,726
Power train                 3  $ 54,615
World Box                   3  $ 91,009
Service for Conversion      3  $318,841

Expenses

During  the  year,  we  incurred $3,357,968 in expenses, compared to $317,761 in
2008.  The  primary increase was due to payment of consulting and service fee by
stock  for $2,413,055. The company also hired more than 18 employees during 2009
and  the  number  of  employees was increased from 6 in 2008 to 24 in 2009.  The
company  also  rented an additional two buildings near our existing office as an
R&D  Center  and  a  sales  office.

Expenses  for  2009  and  2008  consisted  of  the  following:

Expenses:                                    2009      2008
Salaries and Benefits                  $  598,418  $169,149
Consulting and Service Fees             2,413,055    23,132
Selling, General and Administrative       346,495   125,480

Salaries and Benefits - consist of total cash compensation paid to our employees
during  the  year  and  the  cost  of  all  benefits  provided to our employees.

Consulting  and  Service  Fees  -  consist  of consist of accounting, legal, and
professional  fees.

Selling, General and Administrative - consists of travel expenses, entertainment
expenses,  communication  expenses,  utilities,  taxes  &  dues,  depreciation
expenses,  rent,  repairs,  vehicle  maintenance, ordinary development expenses,
shipping,  education  &  training,  printing,  storage,  advertising, insurance,
office  supplies and expense, payroll expenses, investor referral fees and other
miscellaneous  expenses.

OFF-BALANCE  SHEET  ARRANGEMENTS

None.


ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

None.



                                   Page 12
<PAGE>
ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

Description                                                   Page
------------------------------------------------------------  ----

Report of Independent Registered Public Accounting Firm       F-14

Consolidated Balance Sheets                                   F-15

Consolidated Statements of Operations                         F-16

Consolidated Statements of Changes in Shareholders' Interest  F-17

Consolidated Statements of Cash Flows                         F-18

Notes to Consolidated Financial Statements                    F-19


























                                   Page 13
<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            -------------------------------------------------------

To  the  Shareholders  and  Board  Members  of  Leo  Motors,  Inc.:

We  have  audited the accompanying consolidated statements of financial position
of  Leo  Motors  Inc.  as  of  December  31,  2009  and  2008  and  the  related
consolidated statements of operation, changes in stockholders' interst  and cash
flows  for  each  of  the  years then ended.  These financial statements are the
responsibility  of the company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are  free  of  material misstatement. The Company is not required to
have,  nor  were  we  engaged  to perform, an audit of its internal control over
financial  reporting.  Our audit included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in  the  circumstances,  but  not  for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly,  we  express  no  such  opinion. An audit also includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial  statement presentation. We believe that our
audit  provides  a  reasonable  basis  for  my  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the consolidataed financial position of Leo Motors, Inc.
as of December 31, 2009 and 2008, and the results of its consolidated operations
and  its  cash  flows  for  each  of  the  years  then  ended in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  described in Note 15 to the
financial  statements  the  Company  incurred  a net loss during the years ended
December  31,  2009  and  2008  and has a retained deficit at December 31, 2009.
These  conditions  raise  substantial  doubt  about its ability to continue as a
going concern.  Management's plans regarding those matters are also described in
Note  15.  The  financial  statements  do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.



\s\  Gruber  &  Company  LLC
----------------------------
Gruber  &  Company  LLC

Dated  April  5,  2010
Lake  St.  Louis,  Missouri




                                      F-14
<PAGE>
                                LEO MOTORS, INC.
                          CONSOLIDATED BALANCE SHEETS

                                                        As of December 31,
ASSETS                                      NOTE         2009          2008
------------------------------------------  -------  ------------  ------------
CURRENT ASSETS
   Cash  in banks                                    $   499,025   $    32,181
   Accounts Receivable-net of allowance
     of $8,394 and $11,735, respectively    NOTE 4       244,670        13,854
   Inventory                                NOTE 5       395,001        35,575
   Prepaid costs and other current assets                151,067       130,568
                                                     ------------  ------------
     TOTAL CURRENT ASSETS                              1,289,763       212,178

Fixed assets- net of accumulated
  depreciation                              NOTE 6       157,981         5,940
Deposit                                                  107,640        63,104
                                                     ------------  ------------
     TOTAL OTHER ASSETS                                  265,621        69,044
                                                     ------------  ------------
                  TOTAL ASSETS                       $ 1,555,384   $   281,222
                                                     ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
Commitments and Contingencies               NOTE 13
CURRENT LIABILITIES
   Short term borrowings                    NOTE 9   $   428,229   $         -
   Accounts payable and accrued expenses                 433,004        16,850
  Other payables                                           5,847
  Taxes Payable                                                -         2,080
  Payments received in advance
    from customers                          NOTE 8       296,167       396,197
  Related party payable                     NOTE 7             -       804,794
                                                     ------------  ------------
TOTAL CURRENT LIABILITIES                              1,163,247     1,219,921

Accrued severance benefits                                30,030             -
                                                     ------------  ------------
TOTAL LIABILIITIES                                     1,193,277     1,219,921

Minority interest                                      1,020,428             -

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock, Authorized
  100,000,000 Shares, $0.001 par
  value, 40,708,115 and 31,613,115,
  shares issued and outstanding             NOTE 10       40,708        31,613
   Additional paid-in capital                          3,964,160       323,351
   Comprehensive income (Loss)                           406,476       237,386
   Deficit                                            (5,069,666)   (1,531,049)
                                                     ------------  ------------
     TOTAL STOCKHOLDERS' DEFICIT                        (658,322)     (938,699)
                                                     ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,555,384   $   281,222
                                                     ============  ============

                       Please see the accompanying notes

                                      F-15
<PAGE>
                                LEO MOTORS, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                                    For the fiscal years ended
                                                           December 31,
                                         NOTE          2009            2008
                                         ------  ----------------  -------------

Sales                                    NOTE 1  $       896,953   $     82,435
                                                 ----------------  -------------
TOTAL SALES                                              896,953         82,435
COST OF SALES                                           (787,423)       (35,511)
                                                 ----------------  -------------
GROSS PROFIT                                             109,530         46,924

EXPENDITURES :
  Salaries and benefits                                  598,418        169,149
  Consulting and service fees            NOTE 1        2,413,055         23,132
  Selling , general and administrative                   346,495        125,480
                                                 ----------------  -------------

TOTAL EXPENDITURES                                     3,357,968        317,761
                                                 ----------------  -------------

NET LOSS FROM OPERATIONS                              (3,248,438)      (270,837)

OTHER INCOME & (EXPENSES)
  Interest income                                          1,631              -
  Interest expense                                        (9,551)             -
  Non-operating income                                    92,652        105,268
  Non-operating expense                                 (214,738)             -
                                                 ----------------  -------------

Total Other Income & (Expenses)                         (130,006)       105,268
                                                 ----------------  -------------

NET LOSS BEFORE INCOME TAX & BENEFIT                  (3,378,444)      (165,569)

Current income taxes                     NOTE 1                -              -

Loss attributable to minority interest                  (160,173)             -
                                                 ----------------  -------------

NET INCOME  (LOSS)                               $    (3,538,617)  $   (165,569)
                                                 ================  =============

COMPREHENSIVE LOSS:
  Unrealized foreign currency
    transaction gain (loss)              NOTE 1            4,698           (540)
                                                 ----------------  -------------

  COMPREHENSIVE INCOME (LOSS)                    $    (3,533,919)  $   (166,109)
                                                 ================  =============

LOSS PER SHARE - BASIC & DILUTED         NOTE 3            (0.09)         (0.01)
                                                 ================  =============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                             37,743,179     30,637,515
                                                 ================  =============

                       Please see the accompanying notes
                                      F-16
<PAGE>
<TABLE>
<CAPTION>
                                                     LEO MOTORS, INC.
                                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<S>                                      <C>          <C>      <C>          <C>              <C>           <C>
                                                                Additional                                       Total
                                           Common      Stock     Paid in     Comprehensive    Earnings       Stockholders'
                                           Shares     Amount     Capital      income(Loss)    (Deficit)         Equity
                                         -----------  -------  -----------  ---------------  ------------  ---------------

Balance, January 1, 2008                 $30,312,315  $30,312  $   181,570  $            -   $  (357,796)  $     (145,914)

Net loss for the year                                                              (52,446)   (1,007,144)      (1,059,590)
Balance December 31, 2007                 30,312,315   30,312      181,570         (52,446)   (1,364,940)      (1,205,504)
Stock issusd for debt and services         1,300,800    1,301      141,781                                        143,082
net Loss for the year                                                              289,832      (166,109)         123,723
                                         -----------  -------  -----------  ---------------  ------------  ---------------

 Balance,  December 31, 2008              31,613,115   31,613      323,351         237,386    (1,531,049)        (938,699)


Stocks issued for service and
 cash during the year                      9,095,000    9,095    3,640,809                                      3,649,904
Net loss for the year ended
  December 31, 2009                                                                           (3,538,617)      (3,538,617)
Foreign currency translation adjustment                                            169,090                        169,090
                                         -----------  -------  -----------  ---------------  ------------  ---------------

 Balance, December 31, 2009               40,708,115  $40,708  $ 3,964,160  $      406,476   $(5,069,666)  $     (658,322)
                                         ===========  =======  ===========  ===============  ============  ===============

<FN>
                                             Please see the accompanying note

</TABLE>
                                      F-17
<PAGE>
                                LEO MOTORS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                 For the fiscal years ended
                                                         December 31
                                                    2009            2008
                                              ----------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                    $    (3,538,617)  $   (166,109)
    Adjustments to reconcile net loss to
      net cash provided by operating
      activities : Stock issued                             -        143,082
    Depreciation                                       39,195         18,601
Comprehensive loss                                    169,090        289,832
(Increase) decrease in inventory                     (359,426)       (16,260)
(Increase)  decrease in accounts receivable          (230,816)           687
(Increase)  decrease in deposit/prepaid               (20,499)        79,990
Increase (decrease) in accounts payables
  and accrued expenses                                416,154              -
Increase (decrease) in other payable                    5,847              -
Payments in advance from customers                   (100,030)      (136,198)
Increase (decrease) in taxes payable                   (2,080)       (32,708)
Increase (decrease) in accrued
  severance benefits                                   30,030              -
                                              ----------------  -------------
  Net Cash Provided by (Used in)
    Operating Activities                           (3,591,152)       180,917

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                           (191,236)             -
  Outlay for deposit                                  (44,536)             -
                                              ----------------  -------------
Net Cash Provided by (Used in)
  Investing Activities                               (235,772)             -

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowing, net
  of repayment during the period                      428,229              -
Debt reduction related party                         (804,794)      (186,797)
Increase in minority interest                       1,020,428              -
Issuance of common stocks                           3,649,904              -
                                              ----------------  -------------
Net Cash flows from financing activities            4,293,767       (186,797)
  Effect of exchange rate on cash                           -              -
                                              ----------------  -------------
  Net Increase (Decrease) in Cash                     466,843         (5,880)
  Cash at the Beginning of the period                  32,181         38,061
                                              ----------------  -------------

  Cash at the End of the period               $       499,025   $     32,181
                                              ================  =============

Supplemental  Cash Flow Disclosures:
  Cash paid during year for interest          $         9,551   $          -
                                              ================  =============
  Cash paid during year for taxes             $             -   $          -
                                              ================  =============

                       Please see the accompanying notes

                                      F-18
<PAGE>
                                LEO MOTORS, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2009

NOTE  1  -  BACKGROUND  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Company  Business
-----------------

Company  is  currently  in  development,  assembly  and sales of the specialized
electric  vehicle.

Background
----------

Leo Motors, Inc, Inc (the "Company") was originally incorporated as Classic Auto
Accessories,  a  California  Corporation  on  July  2,  1986.  The  Company then
underwent  several  name  changes  from  FCR  Automotive  Group,  Inc.  to Shini
Precision  Machinery,  Inc.  to  Simco  America Inc. and then to Leo Motors. The
Company  had  been  dormant  since  1989,  and  effectuated  a reverse merger on
November  12, 2007 with Leozone Inc., a South Korean Company, which is the maker
of electrical transportation devices. The merger essentially exchanges shares in
Leo  Motors,  Inc.  for  shares  in  Leozone.  As  this  is a reverse merger the
accounting  treatment  of such is that of a combination of the two entities with
the activity of Leozone, Inc. the surviving entity, going forward. The financial
statements  reflect  the activity for all periods presented as if the merger had
occurred  January  1,  2007.

NOTE  2  -   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

This  summary  of  significant  account  policies of the Company is presented to
assist  in  understanding  the  Company's  financial  statements.  The financial
statements and the notes are the representation of the Company's management, who
are  responsible  for their integrity and objectivity. These accounting policies
conform  to  U.S.  generally accepted accounting principles ( "USGAAP") and have
been  consistently  applied  in  the  preparation  of  the financial statements.

Basis  of  Presentation  and  Consolidation
-------------------------------------------

These  financial  statements  and related notes are expressed in US dollars. The
Company's  fiscal year-end is December 31. The consolidated financial statements
include  the financial statements of the Company, its wholly owned subsidiaries.
All  inter-company  transactions  and  balances  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  reported  amounts  of  assets  and
liabilities,  disclosure of contingent assets and liabilities at the date of the
financial  statements,  and the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.

Fair  Value  of  Financial  Instruments
---------------------------------------

For  certain  of  the  Company's  financial instruments, including cash and cash
equivalents,  accounts  receivable  inventory  and  prepaid  expenses,  accounts
payable  and  deferred revenues, the carrying amounts approximate fair value due
to  their  short  maturities.

                                      F-19
<PAGE>
Revenue  Recognition
--------------------

The  Company  follows  the  guidance of the Securities and Exchange Commission's
Staff  Accounting  Bulletin  No.  104,  "Revenue  Recognition  in  Financial
Statements". In general, the Company records revenue when persuasive evidence of
an  arrangement  exists,  services  have  been  rendered or product delivery has
occurred,  the  sales  price  to  the  customer  is  fixed  or determinable, and
collectability  is  reasonably  assured. The following policies reflect specific
criteria  for  the  various  revenues  streams  of  the  Company:

The  Company  generates revenue from the delivery of goods and  records revenues
when  the sales are completed, already collected or collectability is reasonably
assured,  there  is  no  future  obligation and there is remote chance of future
claim  or  refund  to  the  customers.

Revenue  is  recognized  when  risk  of  ownership  and title pass to the buyer,
generally  upon  the  delivery  of  professional services.  Pricing is fixed and
determinable  according  to  the  Company's published brochures and price lists.

Accounts  Receivables
---------------------

Accounts  receivables of the Company are reviewed to determine if their carrying
value  has  become  impaired.

The Company considers the assets to be impaired if the balances are greater than
one-year  old.  Management  regularly  reviews  accounts  receivable  and  will
establish  an  allowance for potentially uncollectible amounts when appropriate.
When  accounts  are  written  off,  they  will be charged against the allowance.

Receivables  are  not  collateralized  and do not bear interest. The Company has
established  a  reserve  on  receivables  of  $  8,394  in  2009 and $11,735  in
2008.

Concentration  of  Credit  Risk
-------------------------------


Financial instruments which potentially subject the Company to concentrations of
credit  risk  consist  principally  of cash, cash equivalents and trade accounts
receivable.  The  Company  places  its  cash  with high credit quality financial
institutions  in Korea.  The Company has not experienced any losses in such bank
accounts  through  December 31, 2009.  At December 31, 2009,   our bank deposits
were  $498,238.

The  Company extends credit  based  on an evaluation of the customer's financial
condition,  generally
without  collateral.  Exposure to losses on receivables is principally dependent
on  each  customer's financial condition.  The Company monitors its exposure for
credit  losses  and  maintains  allowances  for anticipated losses, as required.

                                      F-20
<PAGE>
Cash  Equivalents
-----------------

For  purposes  of  reporting  cash  flows,  the Company considers all short-term
investments  with  an  original  maturity  of  three  months  or less to be cash
equivalent.

Fixed  Assets
-------------

Fixed  assets are stated at cost, less accumulated depreciation. Depreciation is
provided principally on the straight-line method over the estimated useful lives
of  the  assets,  which  is  generally  3  to  10 years. The cost of repairs and
maintenance  is  charged  to  expense  as  incurred.  Expenditures  for property
betterments  and  renewals  are capitalized. Upon sale or other disposition of a
depreciable  asset,  cost  and  accumulated  depreciation  are  removed from the
accounts  and  any  gain  or  loss  is  reflected  in  other  income  (expense).

The  Company  will  periodically  evaluate whether events and circumstances have
occurred that may warrant revision of the estimated useful lives of fixed assets
or  whether  the  remaining  balance  of  fixed  assets  should be evaluated for
possible  impairment.  We use an estimate of the related undiscounted cash flows
over  the  remaining life of the fixed assets in measuring their recoverability.

Comprehensive  Income
---------------------

The  Company  follows  ASC  Topic 220 Comprehensive Income formerly Statement of
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income,"
which  establishes  standards  for  the  reporting  and display of comprehensive
income  and  its  components  in  the  financial  statements.

The functional currency of the Company is the Korean Won. Assets and liabilities
are  translated  to  U.S. Dollars at the period-end exchange rates ($.000856458)
and  revenues and expenses are translated at weighted average exchange rates for
the  period,  which  was (.0000783453) and resulting translation adjustments are
recorded  as  a  component of stockholders' equity in other comprehensive income
(loss).

Advertising  Costs
------------------

Advertising costs are expensed as incurred. The total advertising expense were $
2,992  and  have  been  included  as  part  of  selling  and marketing expenses.

Income  Taxes
-------------

The  Company  accounts  for  income taxes under ASC Topic 740 formerly SFAS 109,
"Accounting  for  Income Taxes."  Under the asset and liability method, deferred
tax  assets  and  liabilities  are  recognized  for  the future tax consequences
attributable to differences between the financial statements carrying amounts of
existing  assets  and  liabilities and their respective tax bases.  Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be  recovered  or  settled. Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of enactment. ASC Topic
740  also  requires  that  uncertain  tax  positions are evaluated in a two-step
process whereby (1) it is determined whether it is more likely than not that the
tax  positions  will  be sustained based on the technical merits of the position
and  (2)  for those tax positions that meet the more-likely-than-not recognition
threshold,  the largest amount of tax benefit that is greater than fifty percent
likely of being realized upon ultimate settlement with the related tax authority
would  be  recognized


                                      F-21
<PAGE>
Loss  per  Share
----------------

In  accordance  with  ASC Topic 260 formerly SFAS No. 128, "Earnings Per Share,"
the  basic income / (loss) per common share is computed by dividing net income /
(loss)  available  to  common  stockholders  by  the  weighted average number of
common  shares  outstanding. Diluted income per common share is computed similar
to  basic  income  per share except that the denominator is increased to include
the  number  of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive.

Consulting  and  Service  Fees
------------------------------

It  consist  of consist of accounting, legal, and professional fees and in 2009,
most  of  it  paid  in  common  stock.

Research  and  Development
--------------------------

According  to  Statement  of  Financial  Accounting Standards No 2, research and
product  development  costs  are  expensed  as  incurred.

Stock-Based  Compensation
-------------------------

The  Company  has  adopted ASC Topic 718, formerly SFAS No. 123, "Accounting for
Stock-Based  Compensation," which establishes and encourages the use of the fair
value based method of accounting for stock-based compensation arrangements under
which  compensation  cost  is  determined  using  the  fair value of stock-based
compensation  determined  as  of  the  date  of grant and is recognized over the
periods in which the related services are rendered. For stock based compensation
the Company recognizes an expense in accordance with SFAS No. 123 and values the
equity  securities based on the fair value of the security on the date of grant.
Stock  option  awards  are  valued using the Black-Scholes option-pricing model.

Foreign  Currency  Translation
------------------------------

Transactions  and  balances originally denominated in U.S. dollars are presented
at  their  original  amounts.  Transactions and balances in other currencies are
converted  into  U.S. dollars in accordance with ASC Topic 830-20, formerly SFAS
No.  52,  "Foreign  Currency  Translation",  and are included in determining net
income  or  loss.

The  Company's reporting currency is the U.S. dollar. The functional currency of
the  Company's  Korean  subsidiaries  is  the  Korean  Won  ( KRW).  For foreign
operations  with  the  local  currency  as  the  functional currency, assets and
liabilities  are  translated  from the local currencies into U.S. dollars at the
exchange rate prevailing at the balance sheet date and weighted average rates of
exchange  for the period for revenues, costs, and expenses. Net gains and losses
resulting  from  foreign  exchange transactions are included in the consolidated
statements  of  operations.  The cumulative translation adjustment and effect of
exchange  rate  changes  on  cash at December 31, 2009 was $ 4,698.  Translation
adjustments  resulting  from  the  process  of  translating  the  local currency
financial  statements  into U.S. dollars are included in determining accumulated
comprehensive  loss.  As  of  December 31, 2009 and for the year then ended, the
exchange  rate  for the local currency, KRW was $ 1 USD for 1,167.60and 1,276.40
KRW,  respectively.


                                      F-22
<PAGE>
Recent  Accounting  Pronouncements
----------------------------------

In  April  2009,  the  FASB  released  ASC  Topic  820, formerly FSP SFAS 157-4,
Determining  Fair  Value  When  Volume  and  Level  of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly  ("SFAS  No. 157-4"). SFAS No. 157-4 supersedes SFAS No. 157-3. SFAS No.
157-4  provides  guidance  on  how  to  determine  the  fair value of assets and
liabilities  when  the  volume and level of activity for the asset/liability has
significantly  decreased.  SFAS  No. 157-4 also provides guidance on identifying
circumstances  that indicate a transaction is not orderly. In addition, SFAS No.
157-4  requires  disclosure  in  interim  and  annual  periods of the inputs and
valuation  techniques  used to measure fair value and a discussion of changes in
valuation techniques. SFAS No. 157-4 is effective for interim and annual periods
ending  after June 15, 2009 (June 30, 2009 for the Company) and shall be applied
prospectively. SFAS No. 157-4 does not have a material impact on the preparation
of  and  disclosures  in  the  Company's  financial  statements.

In  May  2009,  the  FASB  issued  ASC  Topic  855-10-5,  formerly SFAS No. 165,
Subsequent  Events  ("SFAS No. 165"). SFAS No. 165 establishes general standards
of  accounting  for and disclosures of events that occur after the balance sheet
date  but  before financial statements are issued or are available to be issued.
It  requires  entities  to  disclose  the  date  through  which it has evaluated
subsequent  events  and  the  basis for that date. SFAS No. 165 is effective for
interim  and annual periods ending after June 15, 2009. The Company adopted SFAS
No.  165  on June 30, 2009 (see note 10 in the notes to the financial statements
included  in  this  Report  on  Form  10-K).

In  June  2009, the FASB issued an amendment of ASC Topic 860, formerly SFAS No.
166,  Accounting  for  Transfers  of  Financial  Assets,  an  amendment  of FASB
Statement  No. 140 ("SFAS No. 166"). The objective of SFAS No. 166 is to improve
the  relevance,  representational  faithfulness,  and  comparability  of  the
information that a reporting entity provides in its financial statements about a
transfer  of  financial  assets;  the  effects  of  a  transfer on its financial
position,  financial  performance, and cash flows; and a transferor's continuing
involvement,  if  any, in transferred financial assets. SFAS No. 166 removes the
concept  of  a  qualifying special-purpose entity from Statement 140 and removes
the  exception  from  applying  FASB  Interpretation  No.  46,  Consolidation of
Variable  Interest  Entities,  to  qualifying  special-purpose  entities.
Additionally,  SFAS No. 166 defines the term participating interest to establish
specific  conditions  for reporting a transfer of a portion of a financial asset
as  a  sale, and also requires that a transferor recognize and initially measure
at fair value all assets obtained (including a transferor's beneficial interest)
and liabilities incurred as a result of a transfer of financial assets accounted
for  as  a  sale.  SFAS  No.  166  is  effective for fiscal periods ending after
November  15,  2009  (January 1, 2010 for the Company). The Company is currently
evaluating  the  impacts  and  disclosures  related  to  SFAS  No.  166.

In  June  2009,  the FASB issued SFAS No. 167, Amendments to FASB Interpretation
No.  46(R)  ("SFAS  No. 167"). SFAS No. 167 amends guidance in Interpretation 46
(R)  for determining whether an entity is a variable interest entity in addition
to  subjecting  enterprises  to  a number of other requirements including, among
other  things:  (i)  requiring an enterprise to perform an analysis to determine
whether  the  enterprise's  variable interest or interests give it a controlling
financial  interest  in  a  variable  interest  entity  and  specifies  the
characteristics  the primary beneficiary of a variable interest entity must have
to  be designated as such; (ii) requiring an enterprise to assess whether it has
an  implicit  financial responsibility to ensure that a variable interest entity
operates  as  designed  when  determining whether it has the power to direct the
activities  of  the  variable interest entity that most significantly impact the
entity's  economic  performance;  (iii)  requiring  the ongoing reassessments of
whether  an enterprise is the primary beneficiary of a variable interest entity;
(iv)  the  elimination  of  the  quantitative  approach  previously required for
determining  the  primary  beneficiary  of  a  variable interest entity, and (v)
adding  an additional reconsideration event for determining whether an entity is
a  variable  interest  entity  when  any  changes  in

                                      F-23
<PAGE>
facts  and  circumstances  occur such that investors of the equity investment at
risk, as a group, lose the power from voting or similar rights of the investment
to  direct the activities of the entity that have the most significant impact on
the  entity's  economic  performance.  SFAS  No. 167 is effective for fiscal and
interim  periods  ending  after  November  15,  2009  (January  1,  2010 for the
Company).  The  Company  is  currently  evaluating  the  impacts and disclosures
related  to  SFAS  No.  167.

In  June  2009,  the  FASB  issued  SFAS  No. 168, The FASB Accounting Standards
Codification  and  the  Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162 ("SFAS No. 168"). SFAS No. 168 establishes
the  FASB  Accounting  Standards  Codification  as  the  source of authoritative
accounting  principles  recognized  by  FASB  to  be  applied by nongovernmental
entities  in  the  preparation  of financial statements in conformity with GAAP.
SFAS  No. 168 is effective for fiscal and interim periods ending after September
15,  2009  (September  30,  2009  for  the  Company).  The  Company is currently
evaluating  the  impacts  and  disclosures  related  to  SFAS  No.  168.

In  August  2009,  the  FASB issued Accounting Standards Update ("ASU") 2009-05,
Fair  Value  Measurements  and Disclosures - Measuring Liabilities at Fair Value
(amendments  to  ASC  Topic  820,  Fair Value Measurements and Disclosures). ASU
2009-05  provides clarification that in circumstances in which a quoted price in
an  active  market  for  the  identical  liability is not available, a reporting
entity  is  required to measure fair value using certain techniques. ASU 2009-05
also  clarifies  that when estimating the fair value of a liability, a reporting
entity is not required to include a separate input or adjustment to other inputs
relating  to  the  existence  of  a  restriction that prevents the transfer of a
liability.  ASU  2009-05  also  clarifies  that both a quoted price in an active
market  for the identical liability at the measurement date and the quoted price
for  the identical liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required are Level 1 fair value
measurements.  ASU 2009-05 is effective for interim and annual periods beginning
after  August  27,  2009.  The Company adopted this guidance on November 1, 2009
which  did  not  have  a  material  impact on its financial position, results of
operations  or  cash  flows.

In  January  2010,  the  FASB  issued  ASU  2010-06, Fair Value Measurements and
Disclosures - Improving Disclosures about Fair Value Measurements (amendments to
ASC  Topic 820, Fair Value Measurements and Disclosures). ASU 2010-06 amends the
disclosure  requirements related to recurring and nonrecurring measurements. The
guidance  requires  new  disclosures  on  the transfer of assets and liabilities
between  Level  1  (quoted  prices  in  active  market  for  identical assets or
liabilities) and Level 2 (significant other observable inputs) of the fair value
measurement  hierarchy,  including  the reasons and the timing of the transfers.
Additionally,  the  guidance requires a roll forward of activities on purchases,
sales,  issuance,  and  settlements of the assets and liabilities measured using
significant  unobservable inputs (Level 3 fair value measurements). The guidance
is  effective  for interim and annual periods beginning after December 15, 2009.
The  adoption  of  ASU  2010-06 is not expected to have a material impact on the
Company's  financial  position,  results  of  operations  or  cash  flow.

In  February 2010, the FASB issued ASU 2010-09, Subsequent Events: Amendments to
Certain  Recognition  and  Disclosure Requirements (amendments to ASC Topic 855,
Subsequent  Events).  ASU  2010-09  clarifies  that  subsequent events should be
evaluated  through  the  date  the financial statements are issued. In addition,
this  update  no  longer  requires  a  filer  to disclose the date through which
subsequent  events have been evaluated. This guidance is effective for financial
statements  issued  subsequent  to  February  24, 2010. The Company adopted this
guidance  on  this  date,  which did not have a material impact on its financial
position,  results  of  operations  or  cash  flows.

The  Company  does  not  expect  the  adoption  of  recently  issued  accounting
pronouncements  to  have  a  significant  impact  on  the  Company's  results of
operations,  financial  position,  or  cash  flow.

                                      F-24
<PAGE>
NOTE  3  -  EARNINGS  PER  SHARE

Basic loss per share are calculated by dividing net loss by the weighted average
number  of  common  shares  outstanding  during  the  period.

NOTE  4  -  ACCOUNTS  RECEIVABLE

The  Company  recognizes  a  receivable  on  sales of parts and electrical motor
equipment.  December  31, 2009 balance of accounts receivable was $ 244,670, net
of  reserve  for  doubtful  accounts. The Company has  established a reserve for
allowance  for  doubtful  accounts  in  2009  equal  to  $8,394.

NOTE  5  -  INVENTORY

The  Company  accounts for its inventory under the FIFO method and lower of cost
or  market  method of costing. The company's inventory consists of parts for the
electric  transportation  industry.  As  of  December  31,  2009,  the inventory
consisted  of:

Raw materials   $161,947
Finished goods   233,054
                --------
TOTAL           $395,001
                ========

NOTE  6  -  FIXED  ASSETS

The  Company's  assets  consist  of  the  following:

Vehicles                                       $ 77,753
Tools                                            67,679
Equipment, furniture , fixtures and equipment    55,396
                                               ---------
                                                200,828
Less Accumulated Depreciation                   (42,847)
                                               ---------
Net                                            $157,981
                                               =========

The  Company  depreciates  it assets over useful lives of between 3 and 7 years.
Depreciation  expense  was  $  39,195  in  2009.

NOTE  7  -  DUE  TO  RELATED  PARTY

The  company  is  indebted  to  its officer for advances. Repayment is on demand
without  interest.  The  Company  reduced  this  obligation  by  the issuance of
1,000,800  valued  at  $110,088  during  2008  and  cash  repayment  in  2009.

NOTE  8  -  PAYMENTS  RECEIVED  IN  ADVANCE

The  Company  during  the periods received payments from potential customers, or
deposits,  on future orders. The Company's policy is to record these payments as
a  liability until the product is completed and shipped to the customer at which
the Company recognizes revenue. As of December 31, 2009, the balance of payments
received  in  advance  was  $  296,167.


                                      F-25
<PAGE>
NOTE  9-BANK  LOAN

The  Company  is  indebted  to Shin Han Bank at December 31, 2009 for $ 428,229,
payable  in  May  2010,  interest  at  6.57  % per annum. The loan is secured by
guarantee  issued  by  'KIBO",  a  Korean government agency created to guarantee
loans  to  small-to-medium  technology  companies.

NOTE  10  -  CAPITAL  STOCK

Company  has  only  one  class  of  stock,  common  stock. For  the  year  ended
December  31,  2009  the  Company  issued  9,095,000  shares.  The  shares  for
services  were  recognized  as  an  expense  in Consulting and service fees. The
Company  us  authorized to issue 100,000,000 shares and as of December 31, 2009,
the  Company  has  40,708,115  shares  issued  and  outstanding.

NOTE  11  -  OPERATING  RISK

(a)  Concentration  of  credit  risk

Financial  instruments  that  potentially expose the Company to concentration of
credit  risk  consist  primarily  of  cash.   The  Company  places its cash with
financial  institutions  with  high  credit  ratings.

(b)  Country  risk

Revenues  of  the Company are mainly derived from the sale in Korea. The Company
hopes  to  expand its operations to other Countries, however, such expansion has
not  been commenced and there are no assurances that the Company will be able to
achieve  such  an expansion successfully. Therefore, a downturn or stagnation in
the  economic  environment  of Korea could have a material adverse effect on the
Company's  financial  condition.

(c)  Product  risk

The  Company  might have to compete with larger companies who have greater funds
available  for expansion, marketing, research and development and the ability to
attract  more  qualified personnel.  There can be no assurance that Company will
remain  competitive  should  this  occur.

(d)  Exchange  risk

The  Company cannot guarantee that the current exchange rate will remain steady,
therefore  there is a possibility that the Company could post the same amount of
profit  for  two  comparable  periods and because of a fluctuating exchange rate
actually  post  higher or lower profit depending on exchange rate of  Korean Won
were  converted  to U.S. dollars on that date. The exchange rate could fluctuate
depending  on changes in the political and economic environments without notice.

(e)  Key  personnel  risk

The  Company's  future  success  depends  on  the  continued  services  of  few
individuals and  loss of one or several of their service would be detrimental to
the  Company  and  could  have  an  adverse  effect on business development. The
Company  does not currently maintain key man insurance on their life but plan to
implement  in  near  future.  Future success is also dependent on the ability to
identify, hire, train and retain other qualified managerial and other employees.


                                      F-26
<PAGE>
NOTE  12  -  SEGMENT  INFORMATION

The  following  information  is  presented  in  accordance  with  SFAS  No. 131,
Disclosure  about  Segments  of an Enterprise and Related Information. In period
ended  December  31,  2009, the Company operated in a single reportable business
segment,  sales  of  specialized  electric  vehicle.

The  Company's  reportable  segments  are  strategic  business  units that offer
different  products. The Company's reportable segments, although integral to the
success  of  the  others,  offer  distinctly different products and services and
require different types of management focus. As such, these segments are managed
separately.

Condensed information with respect to these reportable business segments for the
period  is  as  follows:

Sales  from  specialized  electric  vehicles   $  896,953

NOTE  13  -  COMMITMENT  AND  CONTINGENCIES

13.1  Lease  Commitments

Company  leases  its office space and assembly facilities in HaNam City in Korea
which  expires  on  03/31/2011  and  its  monthly  minimum  rental  is  $ 6,875.

The  minimum obligations under such commitments for the years ending December 31
until  its  expiration  are:

Year 2010      $82,500
Year 2011      $86,600
Year 2012      $91,000

Rental  expense  for  the  period  ended  December  31,  2009  were  $  32,252.

13.2   Litigation

The  Company  has  no threatened, pending or unsettled litigation as of April 5,
2010,  the  date  the  financial  statement  is  available  for  issuance.

NOTE  14  -  SUBSEQUENT  EVENTS

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.

In May, 2010, the Company appointed M&M Corp as its exclusive Korean provider of
electric  scooters.  Upon  entering  the  agreement,  M&M  paid  the  Company
400,000,000  Korean  Won  for the order of 170 units of e-scooters.  On April 2,
2010,  M&M  placed a definitive order for 1,170 units for 4.2 billion Korean Won
(approximately $3.73 Million US), and has advanced a down payment of 300 billion
Korean  Won  (approximately  $2.66  million  US).


                                      F-27
<PAGE>
NOTE  15-GOING  CONCERN

As  shown  in  the accompanying financial statements, the Company incurred a net
loss of $3,538,617 during the year ended December 31, 2009, and as of that date,
the  Company  has  a  deficit of $5,069,666. Those factors create an uncertainty
about  the  Company's  ability to continue as a going concern. Management of the
Company  has  developed  a  plan  to  continue as a going concern by focusing on
increasing  short  term  revenues  from  sales  of its e-Bikes and EV conversion
services. In April, 2010 theCompany received its first large scale order for its
EVs,  which  upon  fulfillment  will  generate  the  Company's first significant
revenues  from  its  main  plan  of  operation.  See  Note  14  above.

The  ability  of  the  Company  to  continue  as a going concern is dependent on
attaining  profitable  operations  and  the  success  of  its business plan. The
financial  statements  do not include any adjustments that might be necessary if
the  Company  is  unable  to  continue  as  a  going  concern.




































                                      F-28
<PAGE>
ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURES

None.


ITEM  9A.  CONTROLS  AND  PROCEDURES

(a)     Evaluation  of  disclosure  controls  and  procedures
        -----------------------------------------------------

Our  management,  including  our  Principal  Executive  and  Principal Financial
Officer,  evaluated  the  effectiveness  of  the  design  and  operation  of our
disclosure  controls and procedures (as defined in Securities Exchange Act Rules
13a-15(e)  and  15d-15(e)) as of December 31, 2009.  Our disclosure controls and
procedures  are  designed to ensure that information required to be disclosed by
the  issuer in the reports that it files or submits under the Act (15 U.S.C. 78a
et  seq.)  is  recorded,  processed,  summarized,  and reported, within the time
periods  specified in the Commission's rules and forms.  Disclosure controls and
procedures  include,  without  limitation,  controls  and procedures designed to
ensure  that  information  required  to be disclosed by an issuer in the reports
that  it  files  or submits under the Act is accumulated and communicated to the
issuer's  management,  including its principal executive and principal financial
officers,  or  persons  performing  similar  functions,  as appropriate to allow
timely  decisions  regarding required disclosure.  Based on this evaluation, our
Chief  Executive  and  Principal Financial Officer concluded that our disclosure
controls  and  procedures  were  not  effective  as  of  December  31,  2009.

(b)     Management's  Report  on  Internal  Control  over  Financial  Reporting
        -----------------------------------------------------------------------

Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting  as defined in Rules 13a-15(f) and 15d-a5(f)
under  the  Exchange  Act.  Our  internal  control  over  financial reporting is
designed  to provide reasonable assurance regarding the reliability of financial
reporting  and  the preparation of financial statements for external purposes in
accordance  with  U.S.  GAAP.  Our  internal  control  over  financial reporting
includes  those  policies and procedures that: (i) pertain to the maintenance of
records  that,  in  reasonable  detail,  accurately  and  fairly  reflect  the
transactions  and  dispositions of our assets; (ii) provide reasonable assurance
that  transactions  are recorded as necessary to permit preparation of financial
statements  in  accordance with GAAP, and that our receipts and expenditures are
being  made  only  in  accordance  with  authorizations  of  our  management and
directors; and (iii) provide reasonable assurance regarding prevention or timely
detection  of  unauthorized  acquisition,  use of disposition of our assets that
could  have  a  material  effect  on  the  financial  statements.

Because  of  its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because  of  changes in conditions, or that the degree of compliance
with  the  policies  or  procedures  may  deteriorate.

Under  the  supervision  of our Chief Executive Officer, our management assessed
the  effectiveness  of  our  internal  control  over  financial  reporting as of
December  31, 2009.  In making this assessment, management used the criteria set
forth  in  Internal  Control-Integrated  Framework  issued  by  the Committee of
Sponsoring  Organizations of the Treadway Commission.  Based on this assessment,
our  management has concluded that our internal control over financial reporting
was ineffective as of December 31, 2009 and there are material weaknesses in our
internal control over financial reporting.  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 our annual or interim financial statements will not be prevented
or  detected  on  a  timely  basis.

                                   Page 29
<PAGE>
The  material weaknesses relate to the limited number of persons responsible for
the  recording and reporting of financial information, the lack of separation of
financial  reporting  duties,  and  the  limited  size of our management team in
general.  We  are  in  the  process evaluating methods of improving our internal
control  over  financial reporting, including the possible addition of financial
reporting  staff  and  the  increased  separation  of  financial  reporting
responsibility, and intend to implement such steps as are necessary and possible
to  correct  these  material  weaknesses.

This  annual  report  does  not  include an attestation report of our registered
public  accounting  firm  regarding  internal  control over financial reporting.
Management's  report  was  not  subject  to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only  management's  report  in  this Annual Report on Form 10-K.  Our registered
public  accounting firm will not be required to opine on internal controls until
fiscal  2010.

(c)     Change  in  Internal  Controls
        ------------------------------

There  were  no  changes in our internal control over financial reporting during
the  quarter  ended  December  31,  2009,  that have materially affected, or are
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.


ITEM  9B.  OTHER  INFORMATION

None.


PART  III

ITEM  10.  DIRECTORS,  EXECUTIVE  OFFICERS  AND  CORPORATE  GOVERNANCE

DIRECTOR  AND  EXECUTIVE  OFFICER  SUMMARY

The  following  table  sets  forth  the  names,  ages, and principal offices and
positions  of our current directors, executive officers, and persons we consider
to  be  significant  employees.  The  Board  of  Directors  elects our executive
officers annually.  Our directors serve one-year terms or until their successors
are elected, qualified and accept their positions.  The executive officers serve
terms  of  one year or until their death, resignation or removal by the Board of
Directors.  There  are  no family relationships or understandings between any of
the  directors and executive officers.  In addition, there was no arrangement or
understanding  between  any  executive  officer and any other person pursuant to
which  any  person  was  selected  as  an  executive  officer.

NAME OF DIRECTOR OR OFFICER  AGE  POSITION
                                  Chief Executive Officer, President
Robert S. C. Kang             49  and Interim Chief Financial Officer

Jung Yong ("John") Lee        45  Chief Technical Officer and Director

Young Il Kim                  54  Director

                                   Page 30
<PAGE>
EXECUTIVE  OFFICER  AND  DIRECTOR  BIOS

Robert S. C.Kang, Chief Executive Officer, President and Interim Chief Financial
--------------------------------------------------------------------------------
Officer
-------

Dr.  Kang  is  a marketing Ph.D. and has worked in international advertising and
corporate marketing for more than 25 years.  He began his carrier at Oricom, the
largest ad agency in Korea and a McCann Ericson affiliate.  Dr. Kang managed Leo
Burnett  Korea  and  BBDO  Dong  Bang,  advertising companies, introducing these
companies  to  Korea.  He  founded  one  of the leading advertising companies in
Korea,  Ad  Express and On & Off, and managed the firms for 11 years.  One & Off
merged  into WPP Group as he became president of META B, a management consulting
firm.  Recently,  he  served  as  president of Pico North Asian, a multinational
global  event marketing company in Hong Kong for two years.  Dr. Kang joined the
Company as its chairman, CEO and interim CFO on November 1, 2008, and will focus
on  business  development,  global  marketing,  and  financing  of  Leo  Motors.

He  got  his  BS  (Literature)  at Korea Univ. MA (Advertising) in University of
Oregon,  and  Ph.D.  (Marketing)  at  Dongguk  Univ.  in  Korea.

Jung  Yong  (John)  Lee,  Chief  Technical  Officer  and  Director
------------------------------------------------------------------

Mr.  Lee  joined  the Company's operating subsidiary as its CEO and President in
June 2006, and joined the Company upon its acquisition on September 3, 2007.  In
November  2008 he resigned as CEO and President but remained with the Company as
CTO  and  Director.  Prior  to  joining  the  Company,  Mr. Lee has held several
positions  in  EV  design  and  projects.  He  lead the Research and Development
Department  for Geo EV beginning in 2002, and for Pyeonghwa Motors, a Korean car
manufacturer  and  dealer,  beginning in February 2004.  His experience includes
heading  projects that have incorporated the Polymer Battery, Dual Motor System,
and  alternative  energy  vehicle  design.  He  has  also worked on the Ford SUV
Concept  Project  for 1997's Melbourne Motor show, the City Car Project, and the
Limousine  Project.

Mr.  Lee  received  his Masters of Industrial Design (Vehicle Styling) from RMIT
University  in  Melbourne,  Australia, and his PhD in Industrial Design from the
University  of  New South Wales in Sydney, Australia.  He has taught Engineering
Industrial  Design  at  Dankook  University  in  Seoul,  South  Korea.

Young  Il  Kim,  Director
-------------------------

Dr. Kim joined the Company on October 11, 2009.  Dr. Kim began his career in the
auto industry in 1988, at Panther Sports Car as Senior Designer and Manager.  He
later  served  as  Chief Designer of commercial vehicles and concept vehicles at
Sang-Yong  Motor  Company  before  joining  the  Hyundai  Motor  Group  in 1995.

From  1995  through  2007,  Dr.  Kim  held  various  positions  of  increasing
responsibility  under the Hyundai and Kia Motors Group umbrella, including Chief
Designer at Hyundai Precision through March 2005, Chief Designer and Senior Vice
President  at  Hyundai  and  Kia Marketing Division from March 2005 to September
2006,  and Executive Vice President in the Marketing Division in charge of Brand
and Design Differentiation between Hyundai and Kia Motors from September 2006 to
February  2007.  From then until March 2009 he was CEO and President of Innocean
Worldwide,  a  Marketing  and  Advertising Company of the Hyundai and Kia Group.

Dr.  Kim,  who  holds  an  Industrial  Designer  of  Product  Design degree from
Wuppertal  University,  Germany,  and  a PhD in Design from Kook-Min University,
Seoul,  Korea,  has  enjoyed  a  distinguished  academic  career as well, having
lectured  at  various  colleges  and  universities on the subjects of design and

                                   Page 31
<PAGE>
marketing since 2000. Dr. Kim was a visiting professor at Gothenburg University,
Sweden  during the 2004/05 academic year, and is currently serving as a visiting
professor  at  Kyung-hee  University,  where  he  began  in  August  2009.

LEGAL  AND  DISCIPLINARY  HISTORY

No  officer,  director or control person of the Company has been the subject of:

1.     A  conviction  in  a  criminal  proceeding  or  named as a defendant in a
pending  criminal  proceeding  (excluding  traffic  violations  and  other minor
offenses);

2.     The  entry  of  an order, judgment, or decree, not subsequently reversed,
suspended  or  vacated, by a court of competent jurisdiction that permanently or
temporarily  enjoined,  barred,  suspended  or  otherwise  limited such person's
involvement  in  any  type  of  business,  securities,  commodities,  or banking
activities;

3.     A  finding  or  judgment by a court of competent jurisdiction (in a civil
action),  the  Securities and Exchange Commission, the Commodity Futures Trading
Commission,  or  a state securities regulator of a violation of federal or state
securities  or commodities law, which finding or judgment has not been reversed,
suspended,  or  vacated;  or

4.     The  entry of an order by a self-regulatory organization that permanently
or  temporarily barred, suspended or otherwise limited such person's involvement
in  any  type  of  business  or  securities  activities.


SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a)  of  the  Securities  Exchange  Act  of 1934 (the "Exchange Act")
requires  our  directors and officers, and persons who own more than ten percent
of  the  Common Stock to file reports of ownership and changes in ownership with
the  Securities and Exchange Commission ("SEC") and the American Stock Exchange.
SEC  regulations  require  reporting  persons  to  furnish us with copies of all
Section  16(a)  forms  they  file.

Based  solely on our review of the copies of the Forms 3, 4 and 5 and amendments
thereto  furnished  to  us  by  the persons required to make such filings during
fiscal  2008  and our own records, we believe that no officer or director failed
to  file  timely  a  Form  3,  4  or 5 during the year ending December 31, 2009.

CORPORATE  GOVERNANCE.

We  have  not  adopted  a  code  of  ethics  do  date.  We are in the process of
evaluating  the standards of conduct necessary for the deterrence of malfeasance
and  the  promotion  of  ethical  conduct and accountability, and will determine
whether  a  code  of  ethics  is  necessary  based  on  our  evaluation.

The  Company  does not have a standing Nominating Committee.  There have been no
changes to the procedures whereby security holders may recommend nominees to the
registrant's  board  of  directors.

The Company is not a "listed issuer" as defined by Rule 10A-3, and does not have
a  standing  Audit  Committee.  We do not have a financial expert serving on our
board  of  directors.



                                   Page 32
<PAGE>
ITEM  11.  EXECUTIVE  COMPENSATION

COMPENSATION  DISCUSSION  AND  ANALYSIS

Objectives  and  Philosophy  of  our  Executive  Compensation  Program
----------------------------------------------------------------------

We  do  not have a standing compensation committee.  Our board of directors as a
whole  makes  the  decisions  as  to  employee  benefit programs and officer and
employee  compensation.  The  primary  objectives  of our executive compensation
programs  are  to:

-    attract,  retain  and  motivate  skilled  and  knowledgeable  individuals;
-    ensure  that  compensation  is  aligned  with  our corporate strategies and
     business  objectives;
-    promote the achievement of key strategic and financial performance measures
     by  linking  short-term  and  long-term  cash  and equity incentives to the
     achievement  of  measurable corporate and individual performance goals; and
-    align executives'  incentives  with  the  creation  of  stockholder  value.

To  achieve  these  objectives,  our  board of directors evaluates our executive
compensation  program  with the objective of setting compensation at levels they
believe  will allow us to attract and retain qualified executives.  In addition,
a  portion  of  each  executive's overall compensation is tied to key strategic,
financial  and  operational  goals  set  by  our  board  of  directors.  We also
generally provide a portion of our executive compensation in the form of options
that  vest  over time, which we believe helps us retain our executives and align
their  interests  with  those  of our stockholders by allowing the executives to
participate  in  our  longer term success as reflected in asset growth and stock
price  appreciation.

Named  Executive  Officers
--------------------------

The following table identifies our principal executive officer, our principal
financial officer and our most highly paid executive officers during the last
full fiscal period reported herein, who, for purposes of this Compensation
Disclosure and Analysis only, are referred to herein as the "named executive
officers.

Name                      Corporate Office
----------------------    ------------------------------
Shi Chul (Robert) Kang    President, CEO and Interim CFO

Components  of  our  Executive  Compensation  Program
-----------------------------------------------------

At  this  time,  the  primary elements of our executive compensation program are
base salaries and option grant incentive awards, although the board of directors
has  the  authority  to  award  cash  bonuses,  benefits  and  other  forms  of
compensation  as  it  sees  fit.

We  do  not  have  any  formal  or  informal  policy  or  target  for allocating
compensation  between  short-term  and  long-term compensation, between cash and
non-cash  compensation  or  among  the different forms of non-cash compensation.
Instead, we have determined subjectively on a case-by-case basis the appropriate
level and mix of the various compensation components.  Similarly, we do not rely
extensively  on  benchmarking  against  our  competitors  in making compensation
related  decisions, although we may consider industry compensation trends as one
of  many  factors  in  our  case-by-case  determination  of proper compensation.


                                   Page 33
<PAGE>
Base  salaries
--------------

Base  salaries  are  used  to  recognize  the  experience, skills, knowledge and
responsibilities  required  of  our  named executive officers.  Base salary, and
other components of compensation, may be evaluated by our board of directors for
adjustment  based  on  an  assessment  of  the  individual's  performance  and
compensation  trends  in  our  industry.

Equity  Awards
--------------

Our  stock  option  award  program is the primary vehicle for offering long-term
incentives  to  our  executives.  Our equity awards to executives have typically
been made in the form of warrants.  We believe that equity grants in the form of
warrants provide our executives with a direct link to our long-term performance,
create  an  ownership culture, and align the interests of our executives and our
stockholders.

Cash  bonuses
-------------

Our  board  of  directors  has the discretion to award cash bonuses based on our
financial  performance  and  individual  objectives.  The  corporate  financial
performance measures (revenues and profits) will be given the greatest weight in
this  bonus  analysis.  We  have  not  yet granted any cash bonuses to any named
executive  officer  nor have we yet developed any specific individual objectives
while we wait to attain revenue and profitability levels sufficient to undertake
any  such  bonuses.

Benefits  and  other  compensation
----------------------------------

Our  named  executive officers are permitted to participate in such health care,
disability  insurance,  bonus  and  other  employee  benefits plans as may be in
effect  with  the  Company  from  time  to  time  to the extent the executive is
eligible  under  the  terms of those plans.  As of the date of this Registration
Statement,  we  have  not  implemented  any  such  employee  benefit  plans.

CURRENT  EXECUTIVE  COMPENSATION

Summary  Annual  Salary
-----------------------

As discussed above, we have agreed to pay the Named Executive Officers an annual
salary.  Base salary may be increased from time to time with the approval of the
board  of directors.  The following table summarizes the agreed annual salary of
each  of  the  named  executive  officers.

     Name           Annual Salary
     -----------    --------------
     Robert Kang    $      300,000

Agreed  Compensation
--------------------

Robert  Kang,  President,  Chief  Executive  Officer and Interim Chief Financial
Officer  -  Dr. Kang will earn an annual Salary of $ 300,000 as compensation for
his  services  as  president  and  CEO.


                                   Page 34
<PAGE>
GRANTS  OF  PLAN-BASED  AWARDS  TABLE  FOR  FISCAL  YEAR  2009

On  January  15,  2010,  the  Company  adopted  an  employee  stock option plan,
designated  as the "2010 Employee Stock Option Plan.  During fiscal 2009, we did
not  grant  any  equity  awards under any equity award plan.  10,000,000 options
were  issued  to  our  CEO  on  February  1,  2010.

OPTION  EXERCISES  FOR  FISCAL  2009

During  fiscal  2009,  none  of  the named executive officers exercised options.

NONQUALIFIED  DEFERRED  COMPENSATION

We  currently  offer no defined contribution or other plan that provides for the
deferral  of  compensation  on  a  basis that is not tax-qualified to any of our
employees,  including  the  named  executive  officers.

COMPENSATION  OF  DIRECTORS

We  intend to use a combination of cash and equity-based compensation to attract
and  retain candidates to serve on our board of directors.  We do not compensate
directors  who  are  also  our  employees  for  their  service  on  our board of
directors.  We  issued  300,000  shares of common stock to Young Il Kim upon his
appointment to the board of directors on October 11, 2009.  We have not provided
any  other  compensation  to any member of our Board of Directors for the fiscal
year  ended  December  31,  2009.

COMPENSATION  COMMITTEE  INTERLOCKS  AND  INSIDER  PARTICIPATION

We do not currently have a standing Compensation Committee.  Our entire board of
directors  participated  in  deliberations  concerning  executive  officer
compensation.

COMPENSATION  COMMITTEE  REPORT

The  board  of  directors has reviewed and discussed the Compensation Discussion
and  Analysis  required  by  Item  402(b) of Regulation S-K with management and,
based  on  such  review  and discussions, the board of directors has recommended
that  this Compensation Discussion and Analysis be included in this Registration
Statement  on  Form  10.

                                   Page 35
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation paid to, or accrued by, the Company's highest paid executive
officers during the fiscal years ended December 31, 2009 and December 31, 2008.  No restricted stock awards,
long-term incentive plan payout or other types of compensation, other than the compensation identified in the chart
below and its accompanying notes, were paid to these executive officers during that fiscal year.
<S>               <C>   <C>            <C>            <C>           <C>            <C>           <C>      <C>
NAMED                   ANNUAL         ANNUAL         OTHER         COMPENSATION   LONG TERM
EXECUTIVE               COMPENSATION   COMPENSATION   ANNUAL        RESTRICTED     COMPENSATION  LTIP
OFFICER           YEAR  SALARY ($)     BONUS ($)      COMPENSATION  STOCK (#)      OPTIONS       PAYOUTS  ALL OTHER
----------------  ----  -------------  -------------  ------------  -------------  ------------  -------  ---------
Robert Kang       2008      25,000(2)              0             0              0             0        0          0
                  2009     336,527                 0             0              0             0        0          0
Jung Yong Lee(1)  2008      48,551(3)              0             0              0             0        0          0
                  2009      32,810                 0             0              0             0        0          0

<FN>
(1) Jung Yong Lee was the Company's President and CEO from September 19, 2007 to November 18, 2008.
(2) Robert Kang became the Company's President and CEO on November 18, 2008.  Salary amount represents one month's
prorated portion of agreed $300,000 per year salary.
(3) Number represents average 2008 exchange rate between US$ and Korean Won.  Mr. Lee was paid 52 million Korean
Won for his services in 2008.
</TABLE>
<TABLE>
<CAPTION>
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

The following table sets forth information regarding the outstanding warrants held by our named
officers as of December 31, 2009.
<S>             <C>              <C>                <C>                     <C>        <C>
                OPTION AWARDS
                ---------------------------------------------------------------------------------
                NUMBER OF        NUMBER OF
                SECURITIES       SECURITIES         EQUITY INCENTIVE
                UNDERLYING       UNDERLYING         PLAN AWARDS:            OPTION
                UNEXERCISED      UNEXERCISED        NUMBER OF SECURITIES    EXERCISE   OPTION
                OPTIONS          OPTIONS            UNDERLYING UNEXERCISED  PRICE      EXPIRATION
NAME            (#) EXERCISABLE  (#) UNEXERCISABLE  UNEARNED OPTIONS        ($)        DATE
--------------  ---------------  -----------------  ----------------------  ---------  ----------
Robert Kang(1)                0                  0                       -          -           -
<FN>
(1) Mr. Kang was issued 10,000,000 options in Fiscal 2010.

</TABLE>

                                   Page 36
<PAGE>
ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  shows  the beneficial ownership of our common stock as of
April  14,  2010.  The  table  shows  the  amount  of  shares  owned  by:

(1)     each  person known to us who owns beneficially more than five percent of
the  outstanding shares of any class of the Company's stock, based on the number
of  shares  outstanding  as  of  April  14,  2010;
(2)     each  of  the  Company's  Directors  and  Executive  Officers;  and
(3)     all  of  its  Directors  and  Executive  Officers  as  a  group.

                                       AMOUNT OF     PERCENT OF
IDENTITY OF                            SHARES        SHARES
PERSON OR                              BENEFICIALLY  BENEFICIALLY
GROUP                                  OWNED         OWNED(1,2)     CLASS
-------------------------------------  ------------  -------------  ------
Robert Kang
CEO, President
and Interim CFO                          16,450,000(3)       27.1%  Common
                                       ------------  -------------  ------
Jung Yong Lee
CTO and Director                          3,500,000           6.9%  Common
                                       ------------  -------------  ------
Young Il Kim
Director                                    500,000           1.6%  Common
                                       ------------  -------------  ------
All Directors and Officers as a Group    20,450,000          33.7%  Common
-------------------------------------  ------------  -------------  ------


(1)  The  percentage  of  shares  owned  is  based  on  50,708,115  shares being
outstanding  as  of  April  14,  2010.  If  the beneficially owned shares of any
individual  or  group in the above table include any options, warrants, or other
rights  to purchase shares in the Company's stock, such right to purchase shares
(if  any)  is  disclosed  by  footnote  below and the percentage of shares owned
includes  such  shares  as  if  the  right  to purchase had been duly exercised.

(2)  BENEFICIAL  OWNERSHIP  OF  SECURITIES:  Pursuant  to  Rule  13d-3 under the
Securities  Exchange  Act  of  1934,  involving  the determination of beneficial
owners of securities, a beneficial owner of securities is person who directly or
indirectly,  through  any  contract, arrangement, understanding, relationship or
otherwise  has,  or shares, voting power and/or investment power with respect to
the securities, and any person who has the right to acquire beneficial ownership
of  the  security  within sixty days through means including the exercise of any
option,  warrant  or  conversion  of  a  security.

(3)  Includes 6,450,000 shares and options to purchase 10,000,000 shares, issued
under  the  2010  Employee  Stock  Option  Plan.



                                   Page 37
<PAGE>
ITEM  13.  CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

SEA  MOTORS,  INC.

In  January  2009  we  entered  into  a definitive consulting agreement with SEA
Motors,  of which Dr. Kang was formerly part of management.  Dr. Kang joined Leo
Motors  subsequent  to  entering  the agreement.  Dr. Kang resigned his position
with  SEA  prior  to  execution of the definitive agreement but after performing
certain consulting services in anticipation thereof, and thus the Company agreed
to  pay a consulting fee of 700,000 shares of common stock directly to Dr. Kang.

As  of  the  date  hereof, the Company has not entered into any other agreements
with  related  parties,  and there are no other conflicts of interests of any of
the  Company's  officers,  directors  or  affiliates  known  to  the  Company.

DIRECTOR  INDEPENDENCE

The  Company  is  not  listed  on  any  national  exchange,  or  quoted  on  any
inter-dealer  quotation  service,  that imposes independence requirements on any
committee  of  the  Company's  directors,  such  as  an  audit,  nominating  or
compensation  committee.  As all of the Company's directors are employees of the
Company,  the  Company  does not have any independent directors on its Board, as
defined  by  the  New  York  Stock  Exchange.


ITEM  14.  PRINCIPAL  ACCOUNTING  FEES  AND  SERVICES

The  following  is  a  summary  of  the  fees  paid to Gruber & Company LLC, the
Company's  independent  public  accounting  firm,  during the fiscal years ended
December  31,  2008  and  2007.

<TABLE>
<CAPTION>


<S>                 <C>      <C>
                       2009      2008
                    -------  --------
Audit fees          $35,000  $30,0001
                    -------  --------
Audit-related fees        -         -
Tax fees                  -         -
All other fees            -         -
TOTAL               $35,000  $-30,000
</TABLE>


(1)  Fees  for  the  audit  of  our  2007  and  2006  financial  statements

AUDIT  COMMITTEE  PRE-APPROVAL  OF  SERVICES  OF  PRINCIPAL  ACCOUNTANTS

The  Company does not have a standing audit committee.  The Board as a whole has
the authority and responsibility to select, evaluate, determine the compensation
of,  and, where appropriate, replace the independent auditor.  After determining
that  providing  the  non-audit  services  is  compatible  with  maintaining the
auditor's  independence,  the  board  pre-approves  all  audits  and  permitted
non-audit  services  to  be  performed by the independent auditor, except for de
minimus  amounts.  If  it is not practical for the board to meet to approve fees
for  permitted  non-audit  services,  the  board  has authorized its chairman to
approve  them  and  to  review  such  pre-approvals  with  the Board at its next
meeting.


                                   Page 38
<PAGE>
PART  IV

ITEM  15.  EXHIBITS  AND  FINANCIAL  STATEMENT  SCHEDULES

FINANCIAL  STATEMENTS  AND  SCHEDULES.

The  following  consolidated  financial  statements  of  Leo  Motors,  Inc.  and
Subsidiaries  are  included  herein by reference to the pages listed in "Item 8.
Financial  Statements  and  Supplementary  Data":

Report  of  Independent  Registered  Public  Accounting  Firm

Consolidated  Balance  Sheets  as  of  December  31,  2009  and  2008

Consolidated Statements of Operations for the years ended December 31, 2009, and
    2008

Consolidated Statements of Changes in Shareholders' Interest for the years ended
    December  31,  2009  and  2008

Consolidated  Statements of Cash Flows for the years ended December 31, 2009 and
    2008

Notes  to  Consolidated  Financial  Statements

EXHIBITS

The  following  Exhibits  are  included  herein:

31.1 Certification of the Principal Executive and Principal Financial Officer
     pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)
     or Rule 15d-14(a)).

32.1 Certification by the Principal Executive and Principal Financial Officer of
     Leo Motors, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     (18 U.S.C. 1350).


                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) 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.

                                   LEO  MOTORS,  INC.
                                   (THE  REGISTRANT)


                                   By     \s\  Robert  Shi  Chul  Kang
                                          ----------------------------
                                   Robert  Shi  Chul  Kang
                                   Chief  Executive  Officer,  President  and
                                   Interim  Chief  Financial  Officer


Date: April 15, 201

                                   Page 39