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, 2010
                              -----------------

Commission file number     000-53525
                           ---------



                                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 ($.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 (Sec. 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, 2009 (the last business day of the registrant's most
recently completed second fiscal quarter) was $13,571,680

The number of shares of the registrant's common stock outstanding as of March
31, 2010 was 50,708,115 shares.

















                                     Page 2
<PAGE>
                                LEO MOTORS, INC.
                               TABLE OF CONTENTS

                                     PART I

Forward-Looking Statements                                                    3
Item 1.     Business                                                          3
Item 1A.    Risk Factors                                                     13
Item 1B.    Unresolved Staff Comments                                        13
Item 2.     Properties                                                       13
Item 3.     Legal Proceedings                                                14
Item 4.     (Removed and Reserved)                                           16

PART II

Item 5. ..  Market for Registrant's Common Equity, Related Stockholder
            Matters and Issuer Purchases of Equity Securities                17
Item 6.     Selected Financial Data                                          18
Item 7. ..  Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                        19
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk       26
Item 8.     Financial Statements and Supplementary Data                      27
Item 9. ..  Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure                                         51
Item 9A.    Controls and Procedures                                          52
Item 9B.    Other Information                                                53


PART III

Item 10.    Directors, Executive Officers and Corporate Governance           53
Item 11.    Executive Compensation                                           57
Item 12. .  Security Ownership of Certain Beneficial Owners and Management
            and related stockholder matters                                  63
Item 13. .  Certain Relationships and Related Transactions, and
            Director Independence                                            64
Item 14.    Principal Accounting Fees and Services                           65


PART IV

Item 15.    Exhibits, Financial Statement Schedules                          65

Signatures                                                                   66









                                     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

The most significant change to our business during 2010 and through the date
hereof is that we began generating revenues in March of 2010.  Without
significant income during the preceding development stage, the Company invested
a significant amount of capital in realizing and developing its technology.  But
the Company has since begun generated revenues, and has received purchase orders
from globally recognizable companies.

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 2010 on the development and marketing of electric
scooters.  Our efforts made successful results as the Company sold almost 1,000
units of electric scooters, and made a significant amount of revenue for the
first time since its inception.

The next step is to accelerate the capitalization of Company's developments, and
to further develop its products to gain a share of the EV component market.  The
Company  intends  to  have  production capabilities of EV power trains and e-box
which  can  store mass electric power to be used in wind and solar power plants,
and  in  home  and  offices for back-up power supply for emergency.  In order to
commercialize  the  development of our Zinc-Air fuel cell Generator ("ZAG"), the
Company  is  developing  ZAG  as an EV range extender which can generate 30kW of
electricity  per  hour.

                                     Page 4
<PAGE>

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

The  Company could not finish the development of 240 kW power trains which would
be  used in heavy duty vehicles such as buses and trucks. 240 kW controllers are
currently  underway.

Power Trains

STEP                     ANTICIPATED COST   ANTICIPATED START DATE
-----------------------  -----------------  ----------------------
Initial Design           N/A                Completed
Initial Prototypes       $             N/A  Completed
Testing                  $         300,000  July 2011
Production Capability    $         500,000  September 2011
Production of Inventory  $         100,000  December 2011
Marketing & Sales        $         100,000  In process
-----------------------  -----------------  ---------------------
TOTAL                            1,000,000

e-Box

STEP                     ANTICIPATED COST   ANTICIPATED START DATE
-----------------------  -----------------  ----------------------
Initial Design           $             N/A  Completed
Initial Prototypes       $             N/A  Completed
Testing                  $             N/A  Completed
Component Development    $             N/A  Completed
Production Capability    $         500,000  Completed
Production of Inventory  $             N/A  Completed
Marketing & Sales        $         100,000  In process
-----------------------  -----------------  ---------------------
TOTAL                              600,000

ZAG

STEP                     ANTICIPATED COST   ANTICIPATED START DATE
-----------------------  -----------------  ----------------------
Initial Design           $             N/A  Completed
Initial Prototypes       $             N/A  Completed
Testing                  $             N/A  Completed
Component Development    $       1,000,000  Completed
Production Capability    $       1,000,000  Completed
Production of Inventory  $             N/A  Completed
Marketing & Sales        $         100,000  In process
-----------------------  -----------------  ---------------------
TOTAL                            2,100,000

In  addition  to  broadening  the scope of our products, we intend to expand our
business  by  entering  new potential markets.  We had intended to enter the US,
Japanese,  and  EU markets by the end of 2010.  However, we could not because we
are  unable  to  timely  finance our operations and to get the appropriate local
partners.  We  will continue our efforts in 2011 towards entering these markets.

                                     Page 5
<PAGE>
SALES  AND  DISTRIBUTION  ARRANGEMENTS

We believe Leo can survive in competition with giant car companies because Leo
is not just small venture EV developer in direct competition with them. The big
automakers are not our competitors, but our prospects, because we have developed
the solutions those companies need to produce Plug-in Hybrid EVs ("PHEVs") or
EVs. The Company also develops EVs, but our vehicles are customized vehicles or
vehicles to test our power trains. These are aspects where a smaller company may
have an advantage over bigger automotive companies, because of the larger
companies' scale and labor unions.  We believe their solution is to make
alliances with smaller companies like us when they have such needs.

The  Company  has  developed many key technologies for EVs and is now focused on
commercializing  these  breakthroughs.  The company has a long list of potential
buyers  of  customized  vehicles,  electric bikes, parts, and components, and is
currently  in  negotiations  to  secure  a  number  of  contracts.

We  have developed and delivered an e-SUV to a Korean Car Manufacturer using our
100kW  E-Power  Train which the company developed in 2010.  The test vehicle was
exhibited at and made a demonstration run to the public in the 2011 Seoul Motors
Show.  When final testing of the test vehicle is successful, we intend to supply
and  incorporate  our EV power trains into their body and chassis and market the
completed  vehicle  to  the  public.

The Company delivered a prototype of electric tractor using our 60kW power
train.  After the proper tests, we intend to supply power trains and engineering
services to that project.

The Company has received a Zinc Air Generator (ZAG) Development Order from an
oil development equipment company.  We received a purchase order to develop ZAG
to be used in the unmanned environment in the ocean.  With a written commitment
from the client, the Company has started the Phase 1 development. The total
project consists of 3 Phases to be completed by 2013.

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.  For the marketing of power trains and ZAG, we
have  targeted  mass  manufacturing  car  brands  in  the  world.

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, September 9, 2009,
and May 5, 2010.  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

                                     Page 6
<PAGE>
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.

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)


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  2010
First  Quarter               $2.75          $1.20
Second  Quarter              $2.20          $0.70
Third  Quarter               $1.65          $0.55
Fourth  Quarter              $1.00          $0.25

                                     Page 7
<PAGE>

As  of  December  31,  2010,  the Company had 100,000,000 shares of common stock
authorized  with  50,833,115  shares  issued  and  outstanding and approximately
9,294,694  freely  tradable  shares in the public float. As of March 31 2011 the
issued  and  outstanding  was 48,833,115 because 2,000,000 shares issued for Sea
Motors  was  cancelled  at Jan 19, 2011. These shares were held by approximately
941  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 OTCQB, maintained by
OTC  Markets  Group  Inc.,  a  privately owned company headquartered in New York
City,  under the symbol "LEOM."  On Dec 31, 2010 the last reported sale price of
our  common  stock was $0.34 per share.  As such, the 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, 2010, 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  3,  2010  we  issued  75,000 shares for consulting services.  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.

                                     Page 8
<PAGE>

On  September  22  and  November 22, 2010 we issued 50,000 shares for consulting
services.  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  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 in the process of development and production
of Electric Power Train Systems (EPTS) encompassing electric scooters, electric
sedan/SUV/sports cars, and electric buses/trucks as well as several models of
Electric Vehicle ("EV"). Our EPTS can replace internal combustion engines (ICE).
Our EPTS for passenger cars and agricultural tractors have been sold to car
makers and agricultural machinery manufacturers.  During the last two years, we
have been developing eight EPTS: 3kW, 5kW, 7.5kW, 15kW, 30kW, 60kW, 100kW,
120kW, and 240kW systems. Each EPTS consists of a motor, controller, and battery
power pack controlled by a Battery Management System (BMS).

The Company has successfully converted existing models of small cars (internal
combustion engines under 2,000cc), and also a 24 seat bus.  The Company launched
60kW power train (for compact passenger cars and small trucks) kits and 120kW
(for under 5,000cc ICE passenger cars, buses, and trucks) kits. The Company
developed 240kW kit (for 10,000cc buses and trucks) as well.  The 240kW kit was
scheduled to be tested by October of 2010, but the Company postponed the test
because it found unexpected problems in procuring the electric lines and
inverters for high ampere power.

The Company has also developed Low Speed EV ("LSV"), four-wheeled electric
scooter, and electric bikes.  This year, the company launched electric bikes,
and is now selling them to the distributors.  The company also has developed the
Zinc Air Fuel Cell Generator to be used as a range extender for EV.

                                     Page 9
<PAGE>

In 2010, we believe the company has successfully made a turning point. The
Company had been in the development stage in both technology and as a business.
The Company spent a lot of money without any meaningful sales. The first mass
sales were made in 2010.  The Company sold almost 1,000 units of electric
scooters last year to its national dealer in Korea.  It was the largest sales
performance in the electric two wheeler market in Korea.  The Company expects it
can sell more than 4000 units, for revenues of approximately US$ 12 million in
2011 if the Korean government starts subsidizing electric scooter purchaes.
Such subsidization has been discussed among Korea's legislative bodies and
government offices.

The specific goals of the Company over the next twelve months include:

-    Develop or acquire mass production facilities for power trains and BMS
-    Finalize the development of ZAFCG to be used in EVs by September 2011, and
     develop or acquire mass production plant to produce ZAFCG by December 2011.
-    Finish the development of the 240kW system by May 2011.
-    Find large-scale buyers for our EPTS and components.

SUMMARY OF RECENT BUSINESS DEVELOPMENTS

The greatest achievements in 2010 were that the Company has made many value
references which can be a strong platform for future sales as well as proofs of
technical competencies of the Company.  Our 100kW EPTS was chosen for the
electric car project of one large car manufacturer.  We have made one electric
test car for the client using body of the client's car model. The newly
developed test EV of the client has been publicly demonstrated, and tested in
the 2011 Seoul Motor Show. The development was very successful.  The Company
expects to make another test EV.  After developing these test EVs, the Company
may make many prototypes for final testing before jumping beginning mass
production.

We have developed an electric tractor using our 60kW power train.  The new
development was made using the body and chassis provided by Tong Yang, the major
Agricultural Machinery Brand in Korea.  The development was made by an order
from Tong Yang.  The newly developed electric Tractor is under tests, and will
be exhibited in the major International Agricultural Machinery Show in 2011.  If
tests are successful, we expect to receive orders for our 60kW EPTS and our
engineering services.

After the development of our 1kW Zinc Air Fuel Cell Generator ("ZAFCG") and a
seminar which announced the unprecedented development, the Company exerted
itself in commercialization of the development.  In the end of 2010, the Company
received an order to develop the ZAFCG which will be used in the ocean from an
oil development company.  The Company has successfully finished the feasibility
study of the development, and received the development fees of the first phase.
The Company is going to make a pilot test and engineering design in 2011, and
will finalize the development by making the final prototype and tests in 2012.

The Company received a request to develop and supply high capacity battery power
pack from a major company in the military industry.  The Company is preparing a
test power pack for delivery to the client.  If the test is successful, the
Company will market its power packs to the client.



                                    Page 10
<PAGE>
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 the fiscal year
2010, the Company had incurred $1,521,092 in expenses, not including salary and
consulting expense paid by stock, and had realized $2,605,066 in revenues.
Accordingly, our ability to fully develop and market our technologies and
products 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 $150,000, as we focus on our e-Bikes and power trains.  In 2010 we
received approximately $2.5 million in advance from our distribution agreement
in Korea; accordingly, our ability to fun operations in the short term has been
secured.  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

Revenues
--------

Sales for year ended December 31, 2010 were $2,605,066 compared to $896,953 for
year ended Dec 31, 2009.  Costs of sales were $2,528,435 and gross profit was
$76,631 in 2010 compared to $787,423 and $109,530 as costs of sales and gross
profit in the same period in 2009.  The sales during this period were mainly
generated from the electric scooters business.  The order of 1,187 electric
scooters was received from M&M Co., Ltd which is our domestic distributor, for
total revenues of 4.2 billion Korean Won (approximately $ 3.73 million USD) and
870 units were delivered by the end of the period.  The remaining units will be
reordered with the new model in 2011 We believe the revenue from EV will recur
this year as our goal is to begin mass production and marketing of our products.


Expenses
--------

During the period, we incurred $3,771,092 in expenses, compared to $3,357,967 in
2009. The primary increase was due to payment of Salaries and Benefits to the
Board Director paid in Stock and development cost. We also hired R&D and sales
staff to activate our business. The company rented another building near the
existing office to function for the sales and administration divisions. As the
electric scooter has been launched in our domestic market and the company has
started mass production for the scooter, the marketing expenses and indirect
costs were also increased.

Expenses for the quarter consisted of the following:

EXPENSES:                                    2010        2009
-------------------------------------  ----------  ----------

Salaries and Benefits                  $  410,955  $  598,418
Salaries and Benefits by Stock priced   2,250,000           -

                                    Page 11
<PAGE>
Service Fees                                    -   2,413,055
General and Administrative                751,802     346,495
Depreciation & Amortization                           358,555
Bad Debt                                                8,780

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.

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

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.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DAT

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

Report of Independent Registered Public Accounting Firm       F-13

Consolidated Balance Sheets                                   F-14

Consolidated Statements of Operations                         F-15

Consolidated Statements of Changes in Shareholders' Interest  F-16

Consolidated Statements of Cash Flows                         F-17

Notes to Consolidated Financial Statements                    F-19

                                    Page 12
<PAGE>
                               Stan J.H. Lee, CPA
           2160 North Central Rd. Suite 209 *Fort Lee * NJ 07024-7547
                  P.O. Box 436402 * San Diego * CA 92143-6402
           619-623-7799 * Fax 619-564-3408 * E-mail) stan2u@gmail.com

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

To  the  Shareholders  and  Board  Members  of  Leo  Motors  Inc.;

We  have  audited the accompanying consolidated balance sheet of Leo Motors Inc.
as  of  December  31, 2010 and the related consolidated statements of operation,
changes  in  stockholders' equity and cash flows for the fiscal year 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.  The  financial  statements of Leo Motors Inc as of December 31,
2009, were audited by other auditors whose report dated April 5, 2010, expressed
an  unqualified  opinion on those statements except for going concern paragraph.

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.  An  audit includes 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 financial position of Leo Motors Inc. as of December
31, 2010, and the results of its operations and its cash flows for the year then
ended  in conformity with accounting principles generally accepted in the United
States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going concern. As discussed in the notes to the financial
statements,  the Company is in the development stage, has suffered a loss, has a
net  capital  deficiency  and  has  yet to generate an internal cash flow. These
factors  raise  substantial  doubt  about the Company's ability to continue as a
going  concern. Management's plans in regard to these matters are also described
in  the  notes.  The  financial  statements  do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.

/s/  Stan  J.H.  Lee,  CPA
--------------------------
Stan  J.H.  Lee,  CPA

Dated  April  13,  2011
Fort  Lee,  NJ  07024

         Registered with the Public Company Accounting Oversight Board
                      Member of New Jersey Society of CPAs
              Registered with Canadian Public Accountability Board

                                      F-13
<PAGE>
                                LEO MOTORS, INC.
                          CONSOLIDATED BALANCE SHEETS

                                                      AS OF          AS OF
                                                   DECEMBER 31    DECEMBER 31
ASSETS                                                 2010           2009
------------------------------------------------  -------------  -------------
CURRENT ASSETS
Cash                                              $     71,192   $    499,025
Accounts Receivable-net of allowance of $8,780
and $8,394 ,respectively                                     -        244,670
Inventory                                            1,054,833        395,001
Short-term loans                                       196,066              -
Prepaid purchase                                       131,850              -
Prepaid costs and other current assets                  54,693        151,067
                                                  -------------  -------------
  TOTAL CURRENT ASSETS                               1,508,634      1,289,763

Fixed assets- net of accumulated depreciation          135,227        157,981
Deposit                                                141,089        107,640
Other non-current assets                                65,719              -
Investment in Subsidiary                                     -              -
Long -term investment in B&T Corp                    5,286,175              -
                                                  -------------  -------------
  TOTAL OTHER ASSETS                                 5,628,210        265,621
                                                  -------------  -------------

    TOTAL ASSETS                                  $  7,136,844   $  1,555,384
                                                  =============  =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
------------------------------------------------

CURRENT LIABILITIES
 Accrued payroll                                  $    300,000   $          -
 Short term borrowings                               1,127,209        428,229
  Accounts payable and accrued expenses                494,983        433,004
  Accrued expenses                                     136,913              -
  Other payables                                         8,150          5,847
  Payments received in advance from customers          544,224        296,167
  Accrued warranty expense                              52,101              -
  Related party payable                              1,040,142              -
  Corporation and business taxes payable               135,054              -
                                                  -------------  -------------
TOTAL CURRENT LIABILITIES                            3,838,776      1,163,247

Accrued severance benefits                              52,167         30,030
                                                  -------------  -------------
TOTAL LIABILIITIES                                   3,890,943      1,163,247

Noncontrolling interest                              1,373,341      1,020,428

STOCKHOLDERS' EQUITY
Common stock, Authorized 100,000,000 Shares,
 $0.001 par value,50,833,115 and  40,708,115
  shares issued and outstanding, as of December
   31, 2010 and 2009, respectively                      50,833         40,708
Additional paid-in capital                          10,543,396      3,964,160
Accumulated comprehensive income (loss)                426,910        406,476
Deficit                                             (9,148,579)    (5,069,666)
                                                  -------------  -------------
TOTAL STOCKHOLDERS' EQUITY                           1,872,560       (658,322)
                                                  -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)                                $  7,136,844   $  1,525,354
                                                  =============  =============

             See the Accompanying Notes to the Financial Statements

                                      F-14
<PAGE>
                                LEO MOTORS, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS

                                                FOR THE YEARS ENDED
                                              DECEMBER 31    DECEMBER 31
                                                  2010           2009
                                             -------------  -------------
TOTAL SALES                                     2,605,066        896,953
COST OF SALES                                   2,528,435       (787,423)
                                             -------------  -------------
GROSS PROFIT                                       76,631        109,530

EXPENDITURES :
    Officer compensation paid in stock          2,250,000              -
    Salaries and benefits                         410,955        598,418
    Consulting and service fees                   149,500      2,413,055
    Selling , general and administrative          645,801        346,495
    Research and Development                       53,105              -
     Bad debt                                       8,780              -
     Depreciation                                 272,354              -
       Amortization                                86,201              -
                                             -------------  -------------
TOTAL EXPENDITURES                              3,876,696      3,357,968
                                             -------------  -------------
NET LOSS FROM OPERATIONS                       (3,800,065)    (3,248,438)

OTHER INCOME & (EXPENSES)
     Investment loss - B&T Corp.                 (213,825)             -
    Interest income                                   346          1,631
    Interest expense                              (53,966)        (9,551)
    Non-operating income                           35,838         92,652
    Non-operating expense                         (47,241)      (214,738)
                                             -------------  -------------
 Total Other Income & (Expenses)                 (278,848)      (130,006)
                                             -------------  -------------
NET LOSS BEFORE INCOME TAX &
 BENEFIT & NONCONTROLLING INTEREST             (4,078,913)    (3,378,444)
Income taxes expense                                    -              -
                                             -------------  -------------
NET LOSS                                       (4,078,913)    (3,378,444)
Net loss (income) attributable to
 noncontrolling interest                        1,725,788        160,173
                                             -------------  -------------
NET INCOME  (LOSS) ATTRBUTABLE TO
 LEO MOTORS, INC.                            $ (2,353,125)  $ (3,538,617)

COMPREHENSIVE INCOME (LOSS);
   NET LOSS                                    (4,078,913)    (3,538,617)
   Unrealized foreign currency transaction
    gain (loss)                                    20,434          4,698
                                             -------------  -------------
      COMPREHENSIVE INCOME (LOSS)            $ (4,058,479)  $ (3,533,919)

LOSS PER SHARE - BASIC & DILUTED                    (0.08)         (0.09)
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                            49,723,457     37,743,179

             See the Accompanying Notes to the Financial Statement

                                      F-15
<PAGE>
<TABLE>
<CAPTION>
                                                   LEO MOTORS, INC.
                               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<S>                                 <C>          <C>      <C>           <C>              <C>           <C>
                                                          ADDITIONAL                     RETAINED      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)

Common stock issued for
 acquisition of Leo B&T Corp.         7,000,000    7,000    5,493,000                                       5,500,000
Stock-based compensation              3,000,000    3,000    2,247,000                                       2,250,000
Common stock issued for
 consulting and other service           125,000      125      149,375                                         149,500
GAAP conversion adjustment, net                            (1,310,139)                                     (1,310,139)
 Net loss for the year ended
December 31, 2010                                                                         (4,078,913)      (4,078,913)
Foreign currency translation
 adjustment                                                                     20,434                         20,434
                                    -----------  -------  ------------  ---------------  ------------  ---------------
 Balance, December 31, 2010         $50,833,115  $50,833  $10,543,396   $      426,910   $(9,148,579)  $    1,872,560
                                    ===========  =======  ============  ===============  ============  ===============
<FN>
                                See the Accompanying Notes to the Financial Statements
</TABLE>
                                      F-16
<PAGE>
                                LEO MOTORS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                  For the fiscal years ended
                                                  December 31      December 31
CASH FLOWS FROM OPERATING ACTIVITIES                  2010            2009
                                                ----------------  -------------
Net loss                                        $    (4,078,913)  $ (3,538,617)
Adjustments to reconcile net loss to net
  cash provided by operating activities:
  Stock issued
Depreciation                                            272,354         39,195
Foreign currency translation                             20,434        169,090
Change in long-term investment                          213,825              -
GAAP conversion adjustment                           (1,310,768)             -
Changes in working capital:
  (Increase) decrease in inventory                     (659,832)      (359,426)
  (Increase)  decrease in accounts receivable           244,670       (230,816)
  (Increase)  decrease in short term loans             (196,066)             -
  (Increase)  decrease in prepaid purchase             (131,850)             -
  (Increase)  decrease in deposit/prepaid                96,374        (20,499)
  Increase (decrease) in accrued salary                 300,000              -
  Increase (decrease) in accounts payables
   and accrued expenses                                 198,892        416,154
  Increase (decrease) in other payable                    2,303          5,847
  Payments in advance from customers                    248,057       (100,030)
  Increase (decrease) in accrued warranty
   expense                                               52,101              -
  Increase  (decrease) in taxes payable                 135,142         (2,080)
  Increase (decrease) in accrued severance
   benefits                                              22,137         30,030
                                                ----------------  -------------
Net Cash Provided by (Used in) Operating
  Activities                                         (4,571,140)    (3,591,152)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Leo B&T Corp.                         (5,500,000)             -
Purchase of fixed assets                               (249,600)      (191,236)
Outlay for deposit                                      (33,449)       (44,536)
Increase in other non-current assets                    (65,179)             -
                                                ----------------  -------------
Net Cash Provided by (Used in) Investing
  Activities                                         (5,848,228)      (235,772)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from short-term borrowing                    698,980        428,229
 Advances from related parties (Debt
  reduction related party)                            1,040,142       (804,794)
 Increase in minority interest                          352,913      1,020,428
 Issuance of common stock                             7,899,500      3,649,904
                                                ----------------  -------------
 Net Cash flows from financing activities             9,991,535      4,293,767
                                                ----------------  -------------

    Net Increase (Decrease) in Cash                    (427,833)       466,843
    Cash at the Beginning of the period                 499,025         32,181
                                                ----------------  -------------
    Cash at the End of the period               $        71,192   $    499,025
                                                ================  =============

                                      F-17
<PAGE>
                                LEO MOTORS, INC.
                 CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)

Supplemental  Cash Flow Disclosures:

Cash paid during year for interest              $        53,966   $      9,551
                                                ================  =============


Cash paid during year for taxes                 $             -   $          -
                                                ================  =============


             See the Accompanying Notes to the Financial Statements







































                                      F-18
<PAGE>
                                LEO MOTORS, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2010

NOTE  1  -  OVERVIEW  AND  BACKGROUND

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 Shinil
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.

On February 11, 2010, the Company acquired 50% of Leo B&T Corp.,("B&T") a Korean
Corporation,  from  two  shareholders of B&T in exchange for 7,000,000 shares of
the  Company's  common  stock.

Going  Concern
--------------

The  Company  has a net loss of $ 4,078,913 in 2010 and $ 3,378,444 in 2009  and
has  a  working capital and stockholder's deficiency of $ 2,330,142  at December
31,  2010.  This  raises  substantial  doubt  about its ability to continue as a
going  concern.  The  ability  of  the Company to continue as a going concern is
dependent  on  the  Company's  ability  to  generate profitability and/or obtain
continuous  funding  source.    The  financial  statements  do  not  include any
adjustments  that  might  be necessary if the Company is unable to continue as a
going  concern.


NOTE  2  -   SUMMAY  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 Leo Motors  Co. Ltd. Korea where the
Company  is controlling shareholder with 57.69 % at the end of December 31, 2010
and  2009,  respectively.  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.

                                      F-19
<PAGE>
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.

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  $  8,780  in 2010  and $  8,394 in
2009.

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, 2010.  At December 31, 2010 and 2009,   our bank
deposits  were  $  63,696  and  $498,238,  respectively.

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.

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

                                      F-20
<PAGE>
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.

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

Advertising costs are expensed as incurred. The total advertising expense were $
42,360  in 2010 and $ 2,992 in 2009  and have been included as part of operating
expenses.

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

The Company uses the asset and liability method of accounting for income taxes
in accordance with ASC 740-10, "Accounting for Income Taxes." Under this method,
income tax expense is recognized for the amount of: (i) taxes payable or
refundable for the current year; and, (ii) deferred tax consequences of
temporary differences resulting from matters that have been recognized in an
entity's financial statements or tax returns. 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. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the results of operations in the period
that includes the enactment date. A valuation allowance is provided to reduce
the deferred tax assets reported if, based on the weight of available positive
and negative evidence, it is more likely than not that some portion or all of
the deferred tax assets will not be realized.

ASC 740-10 prescribes a recognition threshold and measurement attribute for the
financial statement recognition of a tax position taken or expected to be taken
on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position
taken or expected to be taken may be recognized only if it is "more likely than
not" that the position is sustainable upon examination, based on its technical
merits. The tax benefit of a qualifying position under ASC 740-10 would equal
the largest amount of tax benefit that is greater than 50% likely of being
realized upon ultimate settlement with a taxing authority having full knowledge
of all the relevant information. A liability (including interest and penalties,
if applicable) is established to the extent a current benefit has been
recognized on a tax return for matters that are considered contingent upon the
outcome of an uncertain tax position. Related interest and penalties, if any,
are included as components of income tax expense and income taxes payable.

Loss  per  Share
----------------

Basic earnings (loss) per share is computed by dividing net income, or loss, by
the weighted average number of shares of common stock outstanding for the
period.  Diluted earnings (loss) per share is computed by dividing net income,
or loss, by the weighted average number of shares of both common and preferred
stock outstanding for the period


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

It  consist of  legal, and paid to Investor Relations firm and professional fees
and,  mostly  paid  in  common  stock.

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

Company  sponsored  research  and development costs, related to both present and
future  products,  are  charged  to operations when incurred and are included in
operating  expenses

                                      F-21
<PAGE>
Stock-Based  Compensation
-------------------------

SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation,"  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.

Recent  Accounting  Pronouncements  and  Impact  of  New  Accounting  Standards
-------------------------------------------------------------------------------

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.


NOTE  3  -  EARNINGS  PER  SHARE

Basic  earnings  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.  The  Company  has  established  a reserve for allowance for doubtful
accounts  in  2010  equal  to  $  8,780  and  2009,  $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,  2010  and  2009, the
inventory  consisted  of:

                                                  2009       2010
                                            -----------  --------
Raw materials                               $  975,301   $161,947
Work-in-process                                 99,531          -
Finished goods                                  10,002     10,002
                                            -----------  --------
TOTAL
                                            $1,084,834   $395,001
                                            ===========  ========

Reserve for slow moving and obsolete goods     (30,000)         -
                                            -----------  --------
                                            $1,054,834   $395,001


NOTE  6  -  FIXED  ASSETS

The  Company's  assets  consist  of  the  following:

                                                     2010       2009
                                               -----------  ---------
Vehicles                                       $    4,741   $ 77,753
Tools                                              37,154     67,679
Equipment, furniture , fixtures and equipment     203,316     55,396
                                               -----------  ---------
                                                 245, 211    200,828
Less Accumulated Depreciation                   ( 109,984)   (42,847)
                                               -----------  ---------

Net                                            $  135,227   $157,981
                                               ===========  =========

                                      F-22
<PAGE>
The  Company  depreciates  it assets over useful lives of between 3 and 7 years.
Depreciation  expense  was  $  272,354  in  2010  $  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 balance at December 31, 2010 was $ 1,040,142. 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, 2010 and 2009, the balance of
payments  received  in  advance  was  $  544,244  and  $  296,167.

NOTE  9-BANK  LOAN

The  Company  is  indebted  to Shin Han Bank at December 31, 2010 and 2009 for $
438,982  and  $ 428,229,  payable in May 2011, 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  -  2010  ISSUANCE

The company issued 7,000,000 shares to acquire 50 % of Leo BnT Corp. in February
2010.  At  $  .79  per share resulting in purchase price paid in the amount of $
5,500,000.  Also  on  February  8 2010, 3,000,000 shares as compensation paid to
officers which was valued at $ .75 per share.  The remainder 125,000 shares were
for  the  consulting  fee and IR service paid in stock with price ranging from $
..48  to  $  1,45  per  share.


Company  has  only  one  class  of  stock,  common stock. For  the  years  ended
December  31,  2010  and  2009,   the  Company  issued  10,125.000 and 9,095,000
shares,  respectively.  The  shares  for  services were recognized as consulting
and  service  fees. The Company us authorized to issue 100,000,000 shares and as
of  December 31, 2010 , the Company has 50,833,115 shares issued and outstanding
and  December  31,  2009,  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.

                                      F-23
<PAGE>
(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.

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,  2010 and 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   $  2,605,066.

NOTE  13  -  COMMITMENT  AND  CONTINGENCIES

13.1  Lease  Commitments

Company  leases  its office space in Ha-Nam City in Korea which expires on March
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  2011          $     20,625

Rental  expense  for  the  period ended December 31, 2010 and 2009 were $ 44,634
were  $  32,252.

13.2   Litigation

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

NOTE  14  -  SUBSEQUENT  EVENTS

There is no reportable subsequent event.

                                      F-24
<PAGE>
ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURES

On  April  4, 2011, Leo Motors, Inc. (the "Company") accepted the resignation of
Gruber  &  Company LLC as the Company's Independent Registered Public Accounting
Firm.  Gruber & Company informed the Company on January 25, 2011 that it may not
be able to continue as Auditor because Mr. Gruber, its principal, does not speak
Korean.  From  then  until  April  4,  2011,  the Company attempted to determine
whether Gruber & Company could continue as the Company's principal auditor under
PCAOB  rules and regulations.  It was determined on April 4, 2011 that the PCAOB
rules  and  regulations  required  Gruber  &  Company  to  resign.

On  April  7,  2011,  the  Company  engaged Stan Jeong-Ha Lee as its Independent
Registered  Public  Accounting Firm.  Mr. Lee has been engaged to audit our 2010
annual financial statements; and to provide review and auditing services for the
Company  going forward.  Mr. Lee, who speaks Korean, has assisted with the audit
since  the  beginning  of  the  audit process, and has assisted with the auditor
review  of  the  1st,  2nd  and 3rd Quarter 2010 quarterly financial statements.

The decision to change accountants was recommended, approved and ratified by the
Company's  Board  of  Directors  effective  April  7,  2011.  Gruber & Company's
reports  on the financial statements of the Company for the years ended December
31,  2009  and 2008 did not contain any adverse opinion or disclaimer of opinion
and  was  not qualified or modified as to uncertainty, audit scope or accounting
principles  other  than the inclusion of an explanatory paragraph discussing the
Company's  ability  to  continue  as  a  going  concern.

During  the  years  ended  December  31, 2010, 2009 and 2008, and any subsequent
interim  periods  through the date of Gruber & Company's resignation, there were
no  disagreements  between  Gruber  &  Company  and  the  Company on a matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure, which disagreement, if not resolved to the satisfaction of
Gruber  &  Company  would  have caused Gruber & Company to make reference to the
subject  matter  of  the  disagreement  in  connection  with  its  report on the
Company's  financial  statements.

There  have  been  no  reportable  events  as  defined  in  Item 304(a)(1)(v) of
Regulation S-K during the years ended December 31, 2010, 2009, and 2008, and any
subsequent interim periods through the date the Company was informed of Gruber &
Company's  status.

The  Company has requested that Gruber & Company respond to any inquiries of any
new  auditors hired by the Company relating to their engagement as the Company's
independent  accountant.  The Company has requested that Gruber & Company review
the  Item  4.01 disclosure in this report and has provided Gruber & Company with
an  opportunity  to  provide a letter addressed to the Commission containing any
new  information, clarification of the Company's expression of its views, or the
respect in which Gruber & Company does not agree with the statements made by the
Company  herein.  Gruber  & Company provided the letter filed as Exhibit 16.1 to
the  Company's  Current  Report  on  Form  8-K  filed  on  April  14,  2011.

The  Company  has not previously consulted with Mr. Lee regarding either (i) the
application  of  accounting  principles  to a specific completed or contemplated
transaction;  (ii)  the  type  of  audit

                                    Page 25
<PAGE>
opinion that might be rendered on the Company's financial statements; or (iii) a
reportable event (as provided in Item 304(a)(1)(v) of Regulation S-K) during the
years  ended  December  31,  2010, 2009, and 2008, and any later interim period,
including  the interim period up to and including the date of Gruber & Company's
resignation.

Mr. Lee has reviewed the disclosure required by Item 304 (a) before it was filed
with  the Commission and has been provided an opportunity to furnish the Company
with  a  letter  addressed  to  the  Commission  containing any new information,
clarification of the Company's expression of its views, or the respects in which
it  does  not  agree with the statements made by the Company in response to Item
304  (a).  Mr.  Lee  did  not  furnish  a  letter  to  the  Commission.


ITEM  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, 2010.  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,  2010.

(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,  2010.  In  making  this  assessment,

                                    Page 26
<PAGE>
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, 2010 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.

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,  2010,  that have materially affected, or are
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.


ITEM  9B.  OTHER  INFORMATION

None.


                                    Page 27
<PAGE>
PART  III

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

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

Jung Yong ("John") Lee        46  Chief Executive Officer, President
                                  and Interim Chief Financial Officer

Young Il Kim                  55  Director

EXECUTIVE  OFFICER  AND  DIRECTOR  BIOS

Jung  Yong  (John)  Lee,  Chief  Executive  Officer, President and Interim Chief
--------------------------------------------------------------------------------
Financial  Officer
------------------

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,

                                    Page 28
<PAGE>
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
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  2010  and our own records, we believe that Dr. Kang, Mr. Lee and Mr. Kim
each  failed to file timely a Form 3, 4 or 5 during the year ending December 31,
2010.

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

                                    Page 29
<PAGE>
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.


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
----------------------    ------------------------------
Jung Yong ("John") Lee    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

                                    Page 30
<PAGE>
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.

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
----------------------    --------------
Jung Yong ("John") Lee    $      200,000

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

Jung  Yong  ("John")  Lee,  Chief  Executive Officer and Interim Chief Financial
Officer  -  Mr.  Lee will earn an annual Salary of $ 200,000 as compensation for
his  services  as  president  and  CEO.

                                    Page 31
<PAGE>
GRANTS  OF  PLAN-BASED  AWARDS  TABLE  FOR  FISCAL  YEAR  2010

On  January  15,  2010,  the  Company  adopted  an  employee  stock option plan,
designated  as  the  "2010  Employee Stock Option Plan.  10,000,000 options were
issued  to  our  CEO  on  February  1, 2010 and it was cancelled at Jan 19 2011.
During  fiscal  2010,  we did not grant any other equity awards under any equity
award  plan.

OPTION  EXERCISES  FOR  FISCAL  1009

During  fiscal  2010,  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 issued 2,000,000
shares  of common stock to Shi Chul Kang, 500,000 shares of common stock to Jung
Yong  Lee  and  500,000  shares  of common stock to Young Il Kim as the board of
directors  on  Jan  1,  2010.

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 32
<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, 2010 and December
31, 2009.  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>
                      ANNUAL       ANNUAL     OTHER    COMPEN-      LONG TERM
NAMED                 COMPEN-      COMPEN-    ANNUAL   SATION       COMPEN-
EXECUTIVE             SATION       SATION     COMPEN-  RESTRICTED   SATION     LTIP     ALL
OFFICER         YEAR  SALARY ($)(3)BONUS ($)  SATION   STOCK (#)    OPTIONS    PAYOUTS  OTHER
--------------  ----  -----------  ---------  -------  -----------  ---------  -------  -----
Robert Kang(2)  2009      336,527          0        0            0          0        0      0
                2010       35,714          0        0            0          0        0      0
Jung Yong Lee1  2008       35,714          0        0            0          0        0      0
                2009       35,714          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. And he became President and CEO on March 11, 2011.
(2) Robert Kang was the Company's President and CEO from November 18, 2008 to Mar 14 2011.
(3) Number represents Dec 31 2010 exchange rate between US$ and Korean Won.
</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, 2010.

<S>            <C>              <C>                    <C>               <C>        <C>
               OPTION AWARDS
               -------------------------------------------------------------------------------
                                                       EQUITY INCENTIVE
                                                       PLAN AWARDS:
               NUMBER OF                               NUMBER OF
               SECURITIES       NUMBER OF              SECURITIES
               UNDERLYING       SECURITIES UNDERLYING  UNDERLYING        OPTION
               UNEXERCISED      UNEXERCISED            UNEXERCISED       EXERCISE   OPTION
               OPTIONS          OPTIONS                UNEARNED          PRICE      EXPIRATION
NAME           (#) EXERCISABLE      (#) UNEXERCISABLE  OPTIONS                 ($)  DATE
-------------  ---------------  ---------------------  ----------------  ---------  ----------
Jung Yong Lee                0                      0                 -          -           -
</TABLE>
                                    Page 33
<PAGE>
ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  shows  the beneficial ownership of our common stock as of
March  31,  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  March  31,  2011;
(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
                     SHARES        SHARES
IDENTITY OF          BENEFICIALLY  BENEFICIALLY
PERSON OR GROUP      OWNED         OWNED(1,2)      CLASS
-------------------  ------------  -------------  ------
Jung Yong Lee
CEO and Interim CFO     6,500,000         13.40%  Common
-------------------  ------------  -------------  ------
Young Il Kim
Director                1,800,000           3.7%  Common
-------------------  ------------  -------------  ------

(1)  The  percentage  of  shares  owned  is  based  on  48,833,115  shares being
outstanding  as  of  March  31,  2011.  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.


ITEM  13.  CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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  former independent public accounting firm, and Stan Jeong-Ha Lee, the
Company's  independent  public

                                    Page 34
<PAGE>
accountant, during the fiscal years ended December 31, 2009 and 2010.

                       2009      2010
                    -------  --------
Audit fees          $30,000  $30,0001
Audit-related fees        -         -
Tax fees                  -         -
All other fees            -         -
TOTAL               $30,000  $ 30,000

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.

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,  2010  and  2009

     Consolidated  Statements  of  Operations  for  the years ended December 31,
     2010,  and  2009

     Consolidated  Statements of Changes in Shareholders' Interest for the years
     ended  December  31,  2010  and  2009

     Consolidated Statements of Cash Flows for the years ended December 31, 2010
     and  2009

     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).

                                    Page 35
<PAGE>
                                   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\  Jung  Yong  Lee
                                          --------------------
                                   Jung  Yong  Lee
                                   Chief  Executive  Officer,  President  and
                                   Interim  Chief  Financial  Officer


Date:  April  15,  2011



































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