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


                                   FORM 10-K
                                  AMENDMENT 2


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

For the fiscal year ended   December 31, 2008
                          ------------------------------------------------------
Commission file number   000-53525
                       ---------------------------------------------------------
                                            _____________________________
             ==============================/

                                LEO MOTORS, INC.

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

                                Leo Motors, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

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

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

                                    Copy to:


                                Cutler Law Group
                               9814 Crystal Blvd
                               Baytown, TX 77521
                               Augusta, GA 30909
                               Fax: 800-836-0714
                          Email: rcutler@cutlerlaw.com


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

Title of Each Class                    Name of Each Exchange on which Registered

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

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

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


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                              [x] Yes   [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (  229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.                                          [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer, large accelerated filer and smaller reporting
company" as defined in Rule 12b-2 of the Exchange Act.

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

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

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

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


<PAGE>
                                LEO MOTORS, INC.
                               TABLE OF CONTENTS

                                     PART I

Item 1.      Business..........................................................4
Item 1A.     Risk Factors.....................................................21
Item 1B.     Unresolved Staff Comments........................................21
Item 2.      Properties.......................................................21
Item 3.      Legal Proceedings................................................21
Item 4.      Submission of Matters to a Vote of Security Holders..............22

                                    PART II

Item 5.      Market for Registrant's Common Equity, Related Stockholder
             Matters and Issuer Purchases of Equity Securities................22
Item 6.      Selected Financial Data..........................................23
Item 7.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations........................................23
Item 7A.     Quantitative and Qualitative Disclosures About Market Risk.......26
Item 8.      Financial Statements and Supplementary Data......................26
Item 9.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure.........................................37
Item 9A.     Controls and Procedures..........................................37
Item 9B.     Other Information................................................38


                                    PART III

Item 10.     Directors and Executive Officers of the Registrant...............38
Item 11.     Executive Compensation...........................................40
Item 12.     Security Ownership of Certain Beneficial Owners and Management...45
Item 13.     Certain Relationships and Related Transactions...................46
Item 14.     Principal Accounting Fees and Services...........................46


                                    PART IV

Item 15.     Exhibits and Financial Statement Schedules.......................47
Signatures....................................................................48

                                     Page 3
<PAGE>
                                     PART I

ITEM 1. BUSINESS

A.     BUSINESS  DEVELOPMENT

There have been no changes to our business development during the year ended
December 31, 2008.

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.  We  believe that if we can properly develop our
brand,  reputation,  and  product  capability, then when the improving price and
quality  of EVs collides with the increasing demand, we will be able to reap the
rewards.

IMPLEMENTATION  OF  OUR  BUSINESS  PLAN

The  following  is  a discussion of our overall business strategy, including our
plan  to gain an initial foothold in the EV market, potential avenues for future
growth, and an overview of the various steps we plan to take and their estimated
costs.

Initial  Strategy
-----------------

Initially,  our  strategy  is  to  gain  a foothold in the market by focusing on
custom  orders  by fleets and sales of our EV components to other EV and Plug-in
Hybrid  EV  ("PHEV")  makers.

A  major  source  of  our initial operations will be to supply customized EVs to
fleets  such  as  logistics  operators,  government  offices,  and bigger retail
companies-anyone who operates and manages a significant number vehicles from one
location.  We  can develop vehicles such as delivery vehicles, taxis, police and
government  office  cars, military vehicles, resort vehicles, and driving school
cars.  We  have  already  negotiated  two  deals  to  this  effect, one with the
government  of  Puerto  Princessa, Phillipines to supply 2,500 e-Taxis in Puerto
Princessa,  and  one  with  the  Tourism  Police  of Thailand to supply them 600
Reverse  Tricycles.  To  date  the  Company  has  made  no  further fleet sales.
Potential  revenues  pursuant

                                     Page 4
<PAGE>
to  the  terms of the deal are expected to be approximately $15 million from the
e-Taxis,  and  $4.8  for  the  Reverse  Tricycle  Scooters.

These organizations achieve much greater value than an end consumer because they
can  centralize  many  of  the  costs, and better organize the management of the
devices,  including charging.  Plus, these highly public organizations get value
from  being  seen as environmentally friendly.  In addition, since the supply of
these  fleets  is  on  a  per-order basis, we can significantly reduce inventory
costs  and  the  risk  of  overproduction.

Along  with  being  a  fleet EV supplier, we intend to manufacture and market EV
components.  We  have  developed  EV  components, as more fully discussed below,
that  we  believe  represent  advances  over  existing component technology.  We
intend  to  diversify  our  business  and  increase the number of future revenue
producing  products by marketing our components to other EV and PHEV makers.  As
more  fully  discussed below in Leo Motors Technology, we believe our components
can  improve  the  power,  efficiency  and  costs  of  EVs.

In  addition,  it  is  expected  that  major car manufacturers will enter the EV
market  within  the  next  two to three years.  These manufacturers will need to
purchase  the  best  available  components  in  order  to be competitive, and we
believe  ours  will  be  the  best  on  the  market.

Future  Expansion  Potential
----------------------------

As  our  branding,  our  products  and  the  EV  market  as  a  whole  develops,
opportunities  to  expand into other areas of the EV market will open up for us.
One potential avenue is the mass production and marketing of consumer EVs, which
would  be an extremely high-risk, high-reward venture.  On the opposite extreme,
we  could  attempt  to  develop  the  Leo  Motors  brand as a niche leader in EV
components.

With  the improving technology of EVs, several other niches may become possible.
We have already developed design concepts for electric boats, scooters and three
wheeled  vehicles.  Other  options  we may explore include lightweight aircraft,
supercars, utility vehicles, and smart low speed vehicles for the disabled.  Our
management  will  determine  which  projects  present  the  best opportunity for
expansion  of  the  Company  as  the  Company  and  the  market  develops.

In  addition  to  focusing or broadening the scope of our products, we intend to
expand  our  business  by  entering  new potential markets.  One of our specific
goals is to enter the U.S. market by the end of 2009.  We intend to establish an
office  in  Los  Angeles,  CA  to run our U.S. operations.  In addition, we will
consider expanding into Europe, Australia, and throughout Asia, as well as other
possible  locations.

Steps  toward  Implementation
-----------------------------

The  two  aspects  of our business plan are the development and sale of our EVs,
and  the  development  and  sales  of  our  EV  components.

We  have  already  completed  our  first  step  in  the implementation of our EV
business plan: initial product design.  Although we intend to continue to design
and  develop  new  EV  models,  it  was critical to develop our initial cache of
designs  in  order  to  progress  towards generating a recurring revenue stream.

Our  next  step is the development of working prototypes of our EV models, which
is  also  currently  underway.  As  discussed  in  more  detail in "Our Electric
Vehicle  Designs"  below,  we  have  completed working prototypes of some of our
current  designs,  and are working towards others, in particular the E-Princessa
taxi.  We  anticipate that completion of the prototypes we are currently working
on  will  cost

                                     Page 5
<PAGE>
approximately  $1,000,000  before we have fully implemented our business.  After
the  development  of  prototypes,  we  must  pilot  test  the  models,  which we
anticipate  will  cost approximately $300,000 to test our current prototypes and
the  prototypes  on  which  we  are  currently  working.

At  the  same  time as the development of our EVs, we will be working toward the
development  of  our  EV  component  technology.  We  anticipate  it  will  cost
approximately  $2,000,000 in further development before our components are ready
for  production.

The  next  step  is  to  develop  production capabilities of both our EVs and EV
components.  We  intend  to  initially either outsource production or enter into
joint  ventures for the production of our electric vehicles.  Accordingly, we do
not  expect  the  development  of  production  capabilities  will  represent  a
significant  cost.  Once  we  have entered into agreements for the production of
our  EVs  and  components,  we  can  begin  full  scale production and build our
inventory.  We anticipate these steps will cost approximately $600,000, $500,000
of  which  is  attributable  to  the  development  of production capability, and
$100,000  of  which  represents  costs  of  developing  inventory.

One  crucial  step that we have begun is the marketing and sales of our product,
which  can occur at many steps in the development process.  Once we have designs
we  can  market them to potential fleet customers.  For example, we have already
entered  into two joint ventures to develop EVs in the Philippines and Thailand.
We  have  also  received  interest  from  Hyundai  Rotem, which is in the Korean
defense  industry,  for the potential development of our tank design, the F.A.V.
We  also  envision  the  ability  to market our EVs to customers desiring custom
designs,  whereby  we  would  not  have  to  have  a  design before seeking such
customers.  However,  we believe we may more successful in our marketing efforts
later in the development process, such as once we have a working prototype, have
production  capability,  or  have an inventory of production models available to
sell.  Our  marketing  efforts  will  continue  throughout  our  implementation
process;  we  anticipate marketing will cost us approximately $200,000 before we
have  fully  implemented  our  business  plan.

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

     STEP                     ANTICIPATED COST   ANTICIPATED TIMELINE
     -----------------------  -----------------  --------------------
     Initial Design                         N/A  Completed
     Initial Prototypes       $       1,000,000  In process
     EV Testing               $         300,000  May 2009
     Component Development    $       2,000,000  June 2010
     Production Capability    $         500,000  July 2009
     Production of Inventory  $         100,000  September 2009
     Marketing & Sales        $         200,000  April 2009
     -----------------------  -----------------  --------------------
     TOTAL                    $       4,100,000

Accordingly  we  will  require  a  minimum  of  about  $4,100,000  in additional
financing  to  implement  our  initial  business  plan;  however  we are seeking
approximately $10,000,000 in financing in order to fully implement our long term
plans, which may include the development of additional designs and exploring the
possibility  of  developing our own manufacturing capabilities.  Our fundraising
efforts  to  date  include attending road shows in December 2008 in New York and
San  Francisco, and beginning preliminary discussions with investment banks.  We
have  received  proposals  from  four  such  banks  for  financial  and business
development  services.  Once  we  have  entered  into  an  agreement  with  one
institution, we will move forward on our financing efforts with their advice and
assistance.


                                     Page 6
<PAGE>
OUR  CURRENT  SALES  ARRANGEMENTS

We  have  in  place  three  agreements  for  the  sales  of our products and our
services.  We  have  entered  into  an  agreement  with the government of Puerto
Princessa,  Phillipines  to  supply  e-Taxis  in  Puerto Princessa, and signed a
memorandum  of  understanding  ("MOU") with GEM Thailand to develop, manufacture
and  supply Reverse Tricycle Scooters.  These agreements are laid out in greater
detail  in  the discussion of the e-Taxi and the Reverse Tricycle scooter below.

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

LEO  MOTORS  TECHNOLOGY

Multi  Copper  Plate  Motor
---------------------------

                              [GRAPHIC OMITTED]

EVs  use  electric  motors  as  power trains. These motors are sometimes used in
harsh  environments  such  as in wet conditions and on rough or dusty roads, and
must  also  perform  well  in  extremely  cold  or  warm  weather.

Instead  of  using  existing  electric  motors  which  may  or may not have been
specifically  designed  to  withstand  these  conditions,  we  developed  an
EV-specialized  motor  named Multi Copper Plate ("MPC") motor. Our MCP Motor has
multiple  copper  plates and bars instead of coils and/or a permanent magnet. In
addition,  the  MCP  Motor has the capability of electricity regeneration: using
the  wheels,  it  can  regenerate  some  of  its  expended  electricity.

We  are  in the process of applying for a patent for our MCP Motor. The expected
cost of completing the development and beginning the mass production of 30 Kw, 7
Kw,  and  5 Kw MCP motors is $1,000,000. We can develop the MCP Motor by January
of  2010,  and  start  production  from March 2010, if we secure the development
funds  by  May  2009.  The  development  is in the engineering design stage now.

Multi Motor System
------------------

We believe we have overcome one of the primary barriers to cost-efficient larger
and  faster  vehicles.  Larger or faster vehicles require bigger, higher powered
motors  and  higher  voltage  batteries.  For  EVs,  an  increase  in  power has
traditionally  meant  an  exponentially  disproportionate increase in cost; e.g.
while  a  15  Kw  Multilayer  BLDC  motor costs approximately $2,000 on the open
market,  a 60 Kw motor costs around $20,000. Our Multi Motor System ("MMS") uses
four 15 Kw motors instead of one 60 Kw motor. Costing around $8,000, it performs
at  less  than half the cost, and we believe it may have other benefits as well.

One benefit multiple motors may have is that it distributes the power among four
motors, which is a

                                     Page 7
<PAGE>
potentially  more  efficient  method  of  generating wheel power. Another is the
energy  saving  potential of being able to operate anywhere from one low powered
motor  to  all  four,  depending  on the driving mode. After accelerating to top
speed  using all four motors of the MMS, the EV can switch off all but one small
motor to expend the minimal amount of energy needed to maintain cruising speeds.
Also,  our  system  results  in  changing  the high voltage system of larger and
faster  EVs  to  a  low  voltage  system,  360V  to  72V.

                              [GRAPHIC OMITTED]

Finally,  the  MMS  may increase EV safety by reducing the risks involved with a
motor breakdown. Much like a multiple engine jetliner, when something goes wrong
with  one  of  the  motors, the other three are able to keep working and get the
driver to safety. We also plan to develop a 60 Kw MMS by using two 30 Kw motors,
once  we  receive  an  order  to  produce  the  power  train  for  a  mini  bus.


Multi Channel Battery Management System
---------------------------------------

We  have developed our own state of the art Battery Management System ("BMS"). A
BMS  controls the flow of electricity charging and discharging the battery peck,
keeps  the  battery  temperature stable, and maintains the battery cell balance.
The  uncontrolled  flow of electricity would destroy high priced Lithium Polymer
battery  cells,  but  a  BMS  constantly  maintains the battery's efficiency and
safety.

                              [GRAPHIC OMITTED]

We  have  designed  our  Multi  Channel  BMS to fully integrate with the driving
experience.  Information  from  the  battery  is  incorporated into the on-board
computer,  so  that the driver can check the full detail of the battery's status
and  more  effectively  manage the battery. In addition, since we are developing
our  BMS  ourselves  we can incorporate this state of the art component into our
vehicles  at  cost,  meaning  a  lower  end-user  price.

We  have  already finished the development of BMS for 48, 53, 72, and 300 Volts.
We  have preliminarily agreed to outsource the mass production to Nano GP.  Once
the  definitive  agreement is signed, the mass production can be started anytime
on  an  order  basis.

Refeulable Zinc Air-Fueled CellPower Pack
-----------------------------------------

We  have  recently  developed, completed initial testing of, and applied for the
Refuelable  Zinc  Air-Fueled  Cell  ("ZAFC") power pack. Previously, we reported
that  we  were  going  to make rechargeable ZAFC power pack with the company who
invented  ZAFC  battery.  We  found  that our development with a refuelable type
would  be  more  efficient  as  a  power  pack  for EVs as it can be used as the
generator  for  the  zero  emission  Plug-in Hybrid Electric Vehicle (PHEV). The
Refuelable  ZAFC  power  pack  can generate electricity as it oxidizes tiny zinc
balls. We developed the automatic fueling devices and sludge collection filters.

The  expected cost of completing the production of working prototype, pilot test
model,  and mass production ready model is $1,000,000. Once funded we can finish
the  mass  production  model  by  2010.

                                     Page 8
<PAGE>
Design Engineering
------------------

We provide the design and engineering service of the complete vehicle package, a
concept  we  call  "Package  Design."  Factors  such  as  road conditions, power
requirement,  weight, size, climate, usage, and others all affect the design and
styling  of  a  finished  vehicle.  We use a digitized vehicle design process to
optimize  the  drive  mode  and  safety  of  our  vehicles.

Using  this  process,  we  have  developed  several  EV  designs  into  working
prototypes.  Our  prototypes  are  physically  working  vehicles built for pilot
testing.  They  were produced in our workshop through creation of a new electric
power  train,  die casting of the chassis, and conversion of existing combustion
engine  car  frames.

Our  digitized  design  process  also  allows  us  to  project  information that
generally  is  only available after years of expensive testing. For instance, we
can  provide  vehicle life cycle services in order to properly compare the costs
of  EVs  and  the  combustion  engine  counterparts at many levels. Also, we can
conduct  computer  simulated crash testing to identify problems before we engage
in  the  expensive  real  crash  testing  with  dummies.

Original  Leo  Motors  Designs

The  following are examples of original concepts developed by our team using our
digitized  design  process:

                              [GRAPHIC OMITTED]

                                     Page 9
<PAGE>
Facelift Engineering

The  following  are  examples  of Leo Motors designs that have been reengineered
from  existing  vehicles,  using  our  digitized  design  process:

                              [GRAPHIC OMITTED]

OUR ELECTRIC VEHICLE DESIGNS

We  have  already  developed  several  EV  designs,  some  of which have working
prototypes  and have completed initial pilot testing. We anticipate that we will
have  manufacturing  models  ready  as  early as October 2009. Others are in the
design  phase and have no prototypes built to date. We have not begun commercial
production  of any of our designs to date and, other than our joint ventures for
manufacturing the e-Taxi and the Reverse Tricycle Scooter, we currently have not
entered  into  any  agreement  for  the  manufacture  of  these  designs.

S-65 Sport Utility Vehicle
--------------------------

                              [GRAPHIC OMITTED]

The S-65 Sport Utility Vehicle was developed using the body of Toyota's Rav 4 as
a  regular  speed  E-SUV. We have finished the engineering design for making the
prototype  of  S65.  The  prototype  was scheduled to be completed by mid- April
2009.  The  S65 will be available only on an order basis. When taking the order,
we must receive 50% of the total order amount because we also need to pay 50% of
the  costs  for purchasing the parts, components, and labor. Our parts costs not
including  the  engine  are  approximately  $10,000.

                    ----------  ----------------  -----------------
                    Dimensions  Overall Length    3850 mm/12.6 ft
                                Overall Width     1785 mm/5.85 ft
                                Overall Height    1665 mm/5.46 ft
                                Wheelbase         2280 mm/7.48 ft
                                Tread             1480 mm/4.85 ft
                                Road Clearance    250 mm/.82 in
                                   Page 10
<PAGE>
                                Vehicle Weight    1200 kg/2645.5
                                Riding Capacity   2 seater/4 seater
                    ----------  ----------------  -----------------
                    Speed       Max. Speed        184 kmh/68 mph
                                Economic Speed    60 kmh/37.2 mph
                    ----------  ----------------  -----------------
                                Gradability       16
                    ----------  ----------------  -----------------
                    Suspension  Front             shock absorber
                                Rear              shock absorber
                    ----------  ----------------  -----------------
                    Brakes      Front             disk
                                Rear              disk
                    ----------  ----------------  -----------------
                    Tire        Front             235/60 R13
                                Rear              235/60 R13
                    ----------  ----------------  -----------------
                                Transmission      Semi auto
                    ----------  ----------------  -----------------
                    Power       Motor Type        AC
                                Rated Power       30kw/40hp
                                Max. Power        70kw/100hp
                                Battery Type      Lithium Polymer
                                Battery Capacity  172V/200A
                                Charger           110V/100Ah
                                Controller        AC
                    ----------  ----------------  -----------------

Leo  SGK  Passenger  and  Utility  Vehicles
-------------------------------------------

                              [GRAPHIC OMITTED]

The  SGK  is  a  compact  two seat vehicle originally designed by LEOM for short
range  transportation  or  utility  work. The SGK can be customized into several
types, and we plan to initially develop the SGK into a regular speed E-passenger
vehicle  and  both  a  regular  speed  and low speed E-utility vehicle. Once the
proper  EV  infrastructure  is  in  place,  we  intend to make the passenger SGK
available  for  mass  distribution  through  such channels as electric shops and
outlets  and  department  stores.

The  utility SGK will be developed as a delivery vehicle, farming utility truck,
and  service fleet vehicle. We will be able to produce a regular speed SGK using
a  LIPO  battery,  and  a  low  speed  SGK  with  a  deep  cycle  battery.

SGK will be marketed on an order basis like the S65. We hope to have each of our
SGK  models ready for manufacturing by October, 2009, when favorable new EV laws
in  Korea  are  expected.

                    ----------  ----------------  ---------------
                    Dimensions  Overall Length    3300mm/10.82ft
                                Overall Width     1540mm/5.05ft
                                Overall Height    1700mm/5.57ft
                                Wheelbase         2350mm/7.70ft
                                Tread             1347mm/4.41ft
                                Road Clearance    200mm/7.87in
                                Vehicle Weight    700kg/1543lb
                                Riding Capacity   4 seater
                    ----------  ----------------  ---------------
                    Speed       Max. Speed        130 kmh/80mph
                                Economic Speed    60kmh/37.2mph
                    ----------  ----------------  ---------------
                                Drive Distance    400km/248mi
                    ----------  ----------------  ---------------
                    Suspension  Front             shock
                                   Page 11
<PAGE>
                                Rear              shock
                    ----------  ----------------  ---------------
                    Brakes      Front             disk
                                Rear              disk
                    ----------  ----------------  ---------------
                    Tire        Front             195/60 R14
                                Rear              195/60 R14
                    ----------  ----------------  ---------------
                                Transmission      auto
                    ----------  ----------------  ---------------
                    Power       Motor Type        PMDC
                                Rated Power       25kw/32.5hp
                                Max. Power        50kw/65hp
                                Battery Type      Lithium Polymer
                                Battery Capacity  72V/150A
                                Charger           72V/50Ah
                                Controller        PMDC
                    ----------  ----------------  ---------------

V1  Tourism  Vehicle
--------------------

The  V1  is  Resort/Tourism  vehicle  originally designed by LEOM.  Based on the
concept  behind  existing  resort  and tourism vehicles, the V1 was designed for
transporting  passengers around resorts and other tourist destinations.  We have
agreed  to  a Memorandum of Understanding ("MOU") with Bolwell Co., Ltd., one of
the  largest  resort marketers in Australia to distribute the V1 or other EVs in
Australia.  The  Australian  resort  vehicle  market  is  approximately  20,000
vehicles  per  year.

Rollout of the V1 will begin once we receive government approval and develop the
production  capabilities.  We have produced 3 V1 prototypes in January, 2009 for
pilot  testing,  and  have  yet  to  determine  our  targeted  roll  out date or
approximate  cost  of  production.

                              [GRAPHIC OMITTED]

                    ----------  ----------------  --------------
                    Dimensions  Overall Length    4325mm/14ft
                                Overall Width     1550mm/5ft
                                Overall Height    2030mm/66.66ft
                                Wheelbase         3165mm/10.38ft
                                Tread             1480mm/4.85ft
                                Road Clearance    250mm/9in
                                Vehicle Weight    1300kg/1.43ton
                                Riding Capacity   11 seater
                    ----------  ----------------  --------------
                    Speed       Max. Speed        55kmh/34mph
                                Economic Speed    30kmh/18mph
                    ----------  ----------------  --------------
                                Gradiblility      10
                    ----------  ----------------  --------------
                    Suspension  Front             shock
                                Rear              shock
                    ----------  ----------------  --------------
                    Brakes      Front             disk
                                Rear              disk
                    ----------  ----------------  --------------

                                   Page 12
<PAGE>
                    ----------  ----------------  --------------
                    Tire        Front             165/65 R13
                                Rear              165/65 R13
                    ----------  ----------------  --------------
                                Transmission      auto
                    ----------  ----------------  --------------
                    Power       Motor Type        DC
                                Rated Power       9kw/12hp
                                Max. Power        15kw/20hp
                                Battery Type      deep cycle
                                Battery Capacity  72V/250A
                                Charger           72V/50Ah
                                Controller        SEPX
                    ----------  ----------------  --------------

Delivery  Motor  Cycle
----------------------

We have reported that we have developed two models of electric scooters, the S 3
and  S  5.  Both  models  are  conversions of scooters manufactured by Jonway in
China.  After  the  pilot test of these models, we found that in-wheel motors of
these  scooters  should  not  be  used,  and we gave up to start producing these
scooters.  In-wheel  motors are motors spinning inside of the wheels so that the
power  is  directly  transmitted from motor to wheels, reducing the energy loss.
But  we  found that magnets attached inside of these motors are easily breakable
when  the  wheels  run  over  speed  bumps  with  speed.

In  order  to  overcome  that  problem,  we  developed a motorcycle which uses a
central  motor and chain or belt.  Our first model, named Hilless, was developed
to  sell  to  fleet  customers in the delivery business such as the post office,
TV/Internet  home  shopping, Pizza, and courier services.  We have completed the
prototype  and  are  testing the Hilless.  The Hilless has a top speed of 80 kph
with  range  of 90 Km (track test) per single charge.  It ran hills more than 30
degree  for  2 Km. Hilless uses a lithium Polymer power pack including the Ultra
BMS  which balances the voltage differences among battery cells within 0.05~0.01
volt.  We  plan to produce the Hilless with orders and 50% down payment starting
in June of 2009.  We will not sell this to general consumers, and will not carry
any  inventory  except  5  demo  bikes.

Fast Attack Vehicle  (FAV)
--------------------------

Requested from Hyundai Rotem, one of the largest companies in the Korean Defense
Industry,  we  have developed a multipurpose strategic vehicle, or tank, for the
Korean  military.  An original design named the Fast Attack Vehicle ("FAV"), the
vehicle  can  be  manned  or  unmanned  and  has  remote  deployable  robotic
capabilities.  Its  6x6  in-wheel  motor system control with steering column and
skid drive control provides it the ability to traverse various harsh terrain and
the  ability  to  turn  around  360  degrees  in  one  spot.

It  is  well  equipped  with  an  advanced  GPS  and  laser  scan technology for
intelligent  3D geometrical navigation.  Additional features include specialized
control  technology  to  accomplish fast target tracking with silence and speed.

We  have developed the design and a working prototype for the FAV.  However, the
prototype  was delivered to Hyundai Rotem as the deliverable of the project, and
so  we  do  not  have  a  working  prototype  on hand. We have not developed our
expected  sale  price  or  business  model with respect to the FAV, and have not
entered  into  any  definitive  agreement  to  manufacture  or  sell  the  FAV.


                                   Page 13
<PAGE>
               [GRAPHIC OMITTED HERE BUT INCLUDED IN PDF VERSION]

               Max Speed                50kmh/31mph
               -----------------------  --------------------------
               Dimension                3.1m*2.1m*1.6m(L*W*H)
               -----------------------  --------------------------
                                        6*6 In wheel
               Type                     (Drive by wire)
               -----------------------  --------------------------
               Seater                   1 seater (manual-option)
               -----------------------  --------------------------
               Max. Weight              2.5 Tons
               -----------------------  --------------------------
               Suspension               double wishbone
               -----------------------  --------------------------
               Motor                    In wheel motor
               -----------------------  --------------------------
               Steering type            skid steering
               -----------------------  --------------------------
               Wheel/Tire               Skid
               -----------------------  --------------------------
               Battery                  Lithium Polymer (172V200A)
               -----------------------  --------------------------
               Waterproof/Radiant heat  IP64
               -----------------------  --------------------------

E-Princessa  Taxi
-----------------

                              [GRAPHIC OMITTED]

We  have  reached  an  agreement  with  the city government of Puerto Princessa,
Philippines  to  supply  2,500  Taxis  in Puerto Princessa in order to solve its
growing pollution and gas price problems with its existing tricycle taxis. Named
the E-Princessa, the taxi is a Low Speed Vehicle-"LSV", a vehicle with a maximum
speed  of less than 60 kph-and is an original design by LEOM. Our agreement with
Puerto  Princessa represents not only the sale of LSV taxis, but the opportunity
to  pilot  test  multiple  thousand  LSV taxis. This will save us the expense of
pilot  testing  the  vehicle  ourselves.

Pursuant  to  the  50/50 joint venture agreement, the Company will provide parts
and  will  operate the joint venture. The city will manage the financial aspects
of  the  joint  venture.  Our  business  model under the Agreement is to provide
tricycle  drivers  to  spend no more on monthly payments for the eTaxi than they
currently  spend on fuel for their current vehicles: the total purchase price of
about $4,000 would be reduced to about $2,500 by government subsidy and trade-in
value,  which  then  would cost approximately $80 per month on typical financing
terms.  Added to an estimated $100 per month charge for renting and swapping the
eTaxi's  battery,  and drivers pay no more than the $180 per month that they are
currently  paying  for  gasoline/petrol.

The  city  government  has already secured Php 200 million in order to subsidize
approximately  US$2,000  per  eTaxi.  The agreement calls for a minimum of 2,500
units  which  would  provide  the  Company  with  approximately  $20  million in
revenues.  We  are  in the process of developing the E-Princessa and expected to
have  three prototype models delivered by March, 2009, but this schedule will be
delayed because the joint venture company has not received the required $600,000
payment  for  the  prototypes.  The  city  and  Leo  Motors are supposed to have
$300,000  each  as  paid-in capital. The city will pay the capital for the joint
venture  from  the  subsidy, and we are going to raise funds to pay the capital.
Our  goal  is  to  begin  manufacturing  starting  in  September,  2009.

                                   Page 14
<PAGE>
                    ----------  ---------------  -------------
                    Dimensions  Overall Length   3300mm/10ft
                                Overall Width    1540mm/5ft
                                Overall Height   1700mm/5ft
                                Wheel Base       2350mm/7ft
                                Tread            1347mm/53in
                                Road Clearance   200mm/8in
                                Vehicle Weight   400kg/881lb
                                Riding Capacity  4 seater
                    ----------  ---------------  -------------
                    Speed       Max. Speed       50kmh/31mph
                                Economic Speed   30kmh/18mph
                    ----------  ---------------  -------------
                    Suspension  Front            Shock
                                Rear             Shock
                    ----------  ---------------  -------------
                    Brake       Front            Disk
                                Rear             Disk
                    ----------  ---------------  -------------
                    Tire        Front            2.75 - 17 41P
                                Rear             2.75 - 17 41P
                    ----------  ---------------  -------------
                                Transmission     Auto
                    ----------  ---------------  -------------
                    Power       Motor Type       ML-BLDC
                                Rated Power      5kw/6hp
                                Max. Power       10kw/13.1hp
                                Battery Type     48v/53a
                                Charger          48v/20ah
                                Controller Type  ML-BLDC
                    ----------  ---------------  -------------

Reverse  Tricycle  Scooter
--------------------------

                              [GRAPHIC OMITTED]

We  have  signed  an MOU to form a joint venture with Global Electric Motor Cars
Asia  Co.,  Ltd.  in  Thailand  ("GEM  Thailand")  to develop a reverse tricycle
scooter. The joint venture will create Leo Motorcars Co. Ltd. (Thailand) ("LMT")
which  will develop and operate the venture. We are in the process of developing
the  design  and building prototypes for eventual manufacture in a plant located
in  Thailand,  with  production  targeted  to  begin  in  October  2009.

Development Schedule of Our Products
------------------------------------

The  following  is an overview of the stage and targeted manufacture date of our
EVs  and  components:

PRODUCT                         STAGE                    TARGET
-------                         -----                    ------
Multi Copper Plate Motor        Engineering Design       March 2010
Multi Motor System              Pilot Test               June 2009
Multi Channel BMS               Manufacturing            April 2009
Refuelable ZAFC Power Pack      Engineering Design       August 2010
S 65                            Working Prototype        September 2009
SGK                             Working Prototype        February 2010
V1                              Working Prototype        September 2009
Delivery Motor Cycle            Pilot Test               June 2009
E-Princessa Texi                Engineering Design       September 2009
Reverse Tricycle Scooter        Engineering Design       March 2010

                                   Page 15
<PAGE>
"Target" means the expected month when mass production can be started. We are in
the  process  of  seeking  financing  for  the  cost  of  completing the working
prototype  and  beginning mass production. If the financing is delayed or is not
made,  the  target  month  will  be  accordingly  delayed, or the project may be
cancelled.

MARKET FOR ELECTRIC VEHICLES

The  market for Electric Vehicles represents a narrow but rapidly growing sector
in  the  overall vehicle market. Currently the most productive market for EVs is
fleet  operators,  that  is, any organization that operates many vehicles from a
central  location,  primarily  government  agencies  and  large companies. These
organizations  include  delivery  operations, taxis, police and other government
offices,  the  military,  resorts, municipal bus lines, and rental car agencies.

The  consumer  market  for  EVs is still relatively small due to high prices and
lack  of EV infrastructure, however it is growing and is expected to continue to
grow  as the technology and price of EVs improves. As with the most new products
that  are  different  from  established  norms,  it  is impossible to accurately
forecast  the  market  for  EVs.  The future market for consumer EVs will depend
greatly  on the availability of EV infrastructure and the actions of governments
with  respect  to  EVs.

OPERATIONS

Currently  our operations consist of development of our products and technology,
and  marketing  of  our  current models and design concepts. Although we plan to
have  several  manufacturing  facilities throughout Asia and possibly Australia,
Europe,  and  the  United  States,  we  currently  do not have any manufacturing
facilities.

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

We  conduct all of our research and development ("R&D") in-house at our workshop
and  offices  in  South  Korea.

We  spent  approximately US$419,298 on our R&D activities in 2008, as summarized
by  the  following  table:

ITEM      MODEL                          STATUS            AMOUNT(US$)
--------  -----------------------------  ----------------  -----------
Scooter   Electric Scooter / Motorcycle  Continue in 2009      125,789
--------  -----------------------------  ----------------  -----------
          S-65 (Sport Utility Vehicle)   Continue in 2009       83,860
Vehicle   -----------------------------  ----------------  -----------
          SGK / E Princessa              Continue in 2009      209,649
--------  -----------------------------  ----------------  -----------
TOTAL                                                          419,298
--------  -----------------------------------------------  -----------

                                   Page 16
<PAGE>
Key  Suppliers
--------------

We  depend  on  several  suppliers  of parts and raw materials for our products.
These  include  the  following:

Part                    Supplier(s)
----                    -----------
Polymer  Battery        EIG,  KOKAM,  Power  Tech
Motor                   Ace  electric  Co.,  Ltd.,  Advanced  DC  Motor,
                        SEN  Motors,  Presto  Asia,  Hyosung.
Controller              Cutis,  Nuri,  Sen  Motors
Charger                 Alpha  Tronics,  Nuri
BMS                     Nano  GP,  Nuri
Body  Platform          Mytech

Marketing
---------

Our  initial marketing strategy is to focus on individual sales to fleets and EV
manufacturers.  We have already begun marketing our existing products and design
concepts  to  governments  and  companies throughout the world, and have several
deals  already  in  place.  In addition, we have developed strategic contacts in
Korea,  China,  Japan,  Europe,  Australia, and elsewhere, which we believe will
help  present  opportunity  for  additional  sales.

We  plan  to  emphasize  the  following  selling  points:

-     The  current  crisis  in  combustion  fuel  prices
-     Saving  the  globe  from  carbon  dioxide  and  global  warming
-     Technological  development  of  EV  components  in  terms  of price, size,
      capacity,  and  efficiency
-     The  overall  price  of  EV  is  dropping
-     Favorable  social  supports  in  laws,  taxes,  and  subsidies

Distribution
------------

The  Company  has  entered  into  an  agreement  with  SEA Motors Group, Inc., a
Delaware Company ("SEA"), to act as the Company's consultant in the Philippines.
SEA  will  distribute  the  products  assembled  in  our Joint Venture in Puerto
Princessa.  Pursuant  to  the  agreement,  SEA will receive 2.6%  in cash of the
contract  amount  from sales and 1,300,000 shares for the sales of 2,500 e-Taxis
in  the  Philippines.  We  have not yet developed our plan of distribution other
than  for  the  E-Princessa.

Manufacturing
-------------

We intend to outsource manufacturing of our EV models or form joint ventures for
the  purpose  of  establishing  and  operating  manufacturing  facilities.

We  have agreed to form a 50/50 joint venture with the city government of Puerto
Princesa  to  establish  and  operate  the manufacturing the E-Princessa taxi in
Puerto  Princessa.  The setting up of the joint venture company has been delayed
by  delays  in payment of initial capital, but we hope to begin manufacturing of
the  taxi  by  September  2009.

We  have  entered  into  an  MOU  with GEM Thailand to establish and operate the
manufacturing  of the Reverse Tricycle Scooter.  However, a definitive agreement
has  not  yet  been  executed.

                                   Page 17
<PAGE>
We  have  preliminarily agreed to outsource the manufacturing of our BMS to Nano
GP.  Once  the  definitive  agreement  is  signed,  manufacturing  can  begin
immediately  upon  orders  being  placed.

We  do  not  have  any other agreements to either outsource manufacturing of, or
form  joint  ventures for the manufacturing of our EVs with any other party.  As
the  market  for  our  product  develops,  we  may  decide  to establish our own
manufacturing facilities, or enter into further agreements to manufacture EVs in
other  locations.

COMPETITION  AND  MARKET  SHARE

We  are  currently  in the process of developing our products for manufacturing,
and  so  to date we do not have any share of the EV market.  When we do, we will
face  competition from several sources.  Within the EV industry, there are a few
market leaders and numerous smaller companies attempting to gain a market share.
The  companies  include:

-     Tesla  Motors
-     Miles  Electric  Vehicles
-     Think
-     Universal  Electric  Vehicle  ("UEV")
-     Phoenix  Motorcars
-     ZENN  Motor  Company
-     Global  Electric  Motorcars  ("GEM")  (a  division  of  Chrysler)
-     Smart  EV  (developed  by  Daimler  Chrysler)
-     Smith  Electric  Vehicles

Among  our EV competitors, we consider Tesla, Miles, and Think to be our biggest
competitors.  Tesla  has  developed  the  Roadster, an electric sports car for a
price  of  around $100,000 USD.  It has a top speed of 125 mph and can achieve 0
to  60  in around four seconds.  Think is developing the City, an urban commuter
with  a  top speed of 62 mph.  They plan to release it in Europe this year for a
price  of $34,000 USD, and a year or two later in the U.S. for a projected price
of  around $17,000.  Miles already makes and sells 2 low speed EVs, manufactured
in  China,  and  plans  to  roll  out a highway speed EV in the near future.  In
addition,  ZENN  Motors  has  products very similar to our current models and is
publicly  traded  on  the  Toronto  Stock  Exchange.

We  also face competition from traditional auto makers in two ways.  Not only do
EVs  compete  directly  with traditional combustion engine vehicles, but several
industry giants have begun development of EVs of their own.  For example, GM has
unveiled  the  concept design for its new Chevrolet Volt EV, and announced plans
to  have  it  on  the  market  by  2010.

Our component sales will also face competition from EV component suppliers, most
notably  Power  Motor  Systems  and  EV  Solution  Business.

OTHER  MATTERS

Employees
---------

We  currently  have  12  employees,  all of which are full time.  We believe our
relationship  with  our  employees  is  good.


                                   Page 18
<PAGE>
Intellectual  Property
----------------------

Our business model depends on the development and protection of our intellectual
property,  most  notably  the  technology  behind  our motors and batteries.  We
currently  have  two  patents,  one  for  our Multi Motor System ("MMS") and the
second  for  one  of  our  EV  designs.  Each  patent  was  filed with the Korea
Intellectual Property Office and is valid only in Korea.  As we have not applied
for  or  received  patent  protection in the US or any other country, there is a
distinct  risk  that  we will not be able to adequately protect our intellectual
property  rights  in  these  countries.

Granted  Patents:

Motor Patent   Patent No.   Korea 10-0682489
------------   -----------  -------------------------------------------------
               Issue Date   2007.2.7
               -----------  -------------------------------------------------
               Expiration
               Date         2027.2.7
               -----------  -------------------------------------------------
               Name         Multi Motor Device
               -----------  -------------------------------------------------
                            Connect more than 2 electric motors to an axis of
                            crank, normally use one motor, but operate other
               Description  electric motors in time of emergency.
               -----------  -------------------------------------------------

Design Patent  Patent No.   Korea 30-0490413
-------------  -----------  --------------------------------------------------
               Issue Date   2008.5.6
               -----------  --------------------------------------------------
               Expiration
               Date         2023.5.5
               -----------  --------------------------------------------------
               creator      Lee Jung Yong, and 5 other persons
               -----------  --------------------------------------------------
                            Design being suited to Electric vehicles, it is an
                            original work of a Leo Motors design team. Being
                            submitted to the Seoul International Auto Show on
               Description  April, 2006.
               -----------  --------------------------------------------------

Patent  Applications:

Application     Application
Number          Date         Title of the Invention        Inventor
==============  ===========  ============================  =============
Korea 10-2008-               Air Cooled Water Proof
0124285           12/8/2008  Battery Stack Assembly        Jung Yong Lee
--------------  -----------  ----------------------------  -------------
                             Zinc-Air fuel cell stack
Korea 10-2008-               assembly for Zero
0124286           12/8/2008  Emission-PHEV                 Jung Yong Lee
--------------  -----------  ----------------------------  -------------
                             Electric automobile power
                             promotion apparatus (Air
Korea 10-2008-               Turbine Generator, Air Jet,
0124287           12/8/2008  Motor Drive Assistance)       Jung Yong Lee
--------------  -----------  ----------------------------  -------------

We  are  also  in the process of filing for a patent only in Korea for our Multi
Copper  Plate motor and for three patents for MMS controllers during April 2009.
As  we  develop  new  technologies  and designs, we will need to file additional
patents  to  ensure  our  intellectual  property  rights  are  protected.

                                   Page 19
<PAGE>
Regulation
----------

Need  for  Government  Approval

In  South  Korea, those who want to fabricate, assemble or import automobiles in
accordance with the applicable automobile control laws must apply to Ministry of
Land, Transport and Maritime Affairs to register as a manufacturer and receive a
manufacturers'  registration  certificate.  We  received  the  manufacturer's
certificate  in  July  2006.

Effect  of  Government  Regulation

We  are  in  the  business  of  fabrication  and  sale  of automobiles and other
vehicles,  and  accordingly we are subject to several laws related to automobile
fabrication,  sales,  import,  and  operation.

South  Korea's  laws  related to automobile manufacturers regulate registration,
safety  criteria,  type  approval,  inspection,  maintenance,  testing,  etc. of
automobiles.  There are also laws regulating noise allowance and vibrations made
by  vehicles,  and  environmental laws (as discussed below).  Complying with the
strict  regulation of automobile manufacturing is costly and could significantly
affect  our  ability  to become profitable.  In addition, failure to comply with
these  laws  could  subject our Company to penalties, which could include severe
fines  or  the removal of government approval to do business in the EV industry.
Although we fully intend to comply with all applicable rules and regulations, we
cannot  assure  that  we  will  be  able  to  do  so.

In  addition,  the  operation  of  automobiles  is subject to several sources of
regulation,  including  traffic  laws and civil liability for negligent or other
harmful  use.  Although  these  laws  primarily  regulate  the  end  user of our
products,  it  is  possible  that  we  as the manufacturer may become subject to
derivative  liability  from  these laws.  We believe that the risk of these laws
affecting  us,  while  possible,  is  unlikely.

Also, it is important to note that the above laws of South Korea have no content
related  to  electric automobiles, so our electric automobile must be registered
as a general automobile, and must comply with the same standards if they will be
able  to  run on the general road.  The differences between EVs and conventional
vehicles  makes  it difficult and, in our opinion, unnecessary for EVs to comply
to  the same standards as conventional vehicles and so will make it difficult to
gain  approval  to  run  our  EVs  on  public  roads.

The government of South Korea is currently reviewing revision of laws related to
electric  automobiles.  Although  we  expect  law  changes  that  will  greatly
facilitate the incorporation of EVs into the mainstream of South Korean streets,
we  cannot  be  certain that these changes will occur.  If they do not, it could
materially  affect  our  ability  to  market our EVs to consumers.  We intend to
eventually  to  export  and  sell our EVs to the United States and Europe, where
laws  for  electric  automobiles  are  already  in  place.

Effect  of  Environmental  Regulation

Our  country's  automobiles  are  subject  to several environmental regulations,
including  air  preservation,  noise and vibration control.  Accordingly, we are
required  to limit the air contaminants, noise and vibrations of our vehicles to
certain  levels.  Failure  to  do  so may impose fines or other penalties on the
Company.  For  example,  light  oil vehicles generate more air contaminants than
gasoline  vehicles,  and  so  light oil vehicle users are paying the environment
improvement  tax.

However,  our  EVs  generate  almost  no noise or vibration because they have no
engine,  and  emit  no  air contaminants due to the use of gasoline because they
move  through  the  operation  of  motors  using  electric

                                   Page 20
<PAGE>
batteries.  Therefore,  it is highly unlikely that we will be adversely affected
by  air  environment  preservation  laws  and  noise/vibration  control  laws.

Moreover,  the  Korean  Ministry  of  Environment is currently proceeding with a
subsidy  support  project  for  governmental purchases of low pollution vehicles
(electric  scooters  and  hybrid  cars),  and  the subsidy support plan is under
review  for other electric automobiles in the future.  Several other governments
have  put  in  place  subsidy,  finance, and tax incentive programs as well.  We
believe  that  the  continued support of environmental regulation in South Korea
and  abroad  will  significantly  benefit  our  ability  to market our products.


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 an
Amendment No. 1 to the Form 10 on March 3, 2009.  We have received comments from
the  SEC on Amendment No. 1 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.

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.

We  have  not entered into any agreement to outsource our manufacturing to date.
We  have  agreed  in principal to form two joint ventures for the manufacture of
the E-Princessa taxi in Puerto Princessa, and of the Reverse Tricycle Scooter in
Thailand.  The  joint  ventures  will  establish  and  operate the manufacturing
facilities,  the  details  of  which  we  expect  to be available by June, 2009.

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.


                                   Page 21
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                    PART II

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

MARKET INFORMATION

Our  common  stock  is  quoted  in  United  States  markets  on the Pink Sheets,
maintained  by  Pink  Sheets LLC, 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 2008
          First Quarter               $0.56    $0.10
          Second Quarter              $0.27    $0.05
          Third Quarter               $1.01    $0.07
          Fourth Quarter              $0.40    $0.15

As  of  December  31,  2008,  the Company had 100,000,000 shares of common stock
authorized  with  31,613,115  shares  issued  and outstanding, and approximately
5,912,315 freely tradable shares in the public float.  These shares were held by
approximately  854  shareholders  of  record and Company estimates by over 1,000
beneficial  shareholders.

PENNY STOCK REGULATIONS

Our  common  stock  is  quoted  in  United  States  markets  on the Pink Sheets,
maintained  by  Pink  Sheets LLC, a privately owned company headquartered in New
York  City,  under  the symbol "LEOM."  On March 20, 2009 the last reported sale
price  of  our  common stock was $0.25 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

                                   Page 22
<PAGE>
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,  2008,  the Company made no issuances of
securities  that  have  not  otherwise  been reported.  We have reported various
issuances  made  during  the period on our Registration Statement on Form 10, as
amended  most  recently  on  March 3, 2009, which Form 10 is hereby incorporated
herein  by  this  reference.

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 currently in the process of finalizing the
design  and  production capability of several models of Electric Vehicle ("EV").
During  the  past  two years, we have developed seven models of EV, two electric
scooters,  three  electric cars, one three-wheeled vehicle, and one neighborhood
electric  vehicle  ("NEV").  We  also have several other projects in development
stages.


                                   Page 23
<PAGE>
The specific goals of the Company over the next twelve months include:

-     Manufacture and sale of our E-Princessa taxi by the middle of 2009
-     Production of S 3 and S 5 electric scooters by May, 2009, and sale by
      June, 2009
-     Production and sale of V1 Resort Bus by April, 2009
-     Production and sale of S 65 SUV and SKG electric car by second half of
      2009
-     Production and sale of Reverse Tricycle Scooter in Thailand by July, 2009
-     Sale of EVs in the United States by the end of 2009

In  addition, we have developed and are in the process of developing several key
EV  components  that  we  believe  will  be  competitive  with  industry leading
technology.  During  the  next  twelve  months,  we  intend  to  continue  the
development  of  these  components,  integrate them into our own EVs, and market
them  to  other  EV  manufacturers.

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 2008, the
Company  had  incurred  $317,761  in  expenses and had realized only $823,479 in
revenues.  Accordingly,  our  ability  to  initiate  our  plan of operations and
continue  as  a  going  concern  is  currently dependent on our ability to raise
external  capital.

Our  monthly  operating cost including salaries and general expense is currently
approximately  $40,000,  after  changing  our operating plan in December 2008 to
reduce  our  intended fixed cost investment.  We have already secured our annual
operating  budget for 2009 with current cash holdings, which at our current burn
rate will sustain operations until approximately February 2010.  Through 2008 we
have relied on approximately $1,500,000 in cash advances from Mr. Jung Yong Lee,
Director & CTO.  We are not currently relying on the officer for additional cash
advances,  and he is not under any obligation to advance any further cash. If we
are  unable  to do so, our ability to sustain operations through 2010 and beyond
will  depend  on  our  ability  to  obtain  alternate  forms  of  financing.

We  will  require a minimum of $4,100,00 to implement our business plan, but are
currently  seeking  up  to  $10,000,000  in  additional financing, and we may be
required  to  seek  additional  funding.  Our  efforts  in  this  regard include
attending  road  shows  in  December  2008  in  New  York and San Francisco, and
beginning  preliminary  discussions  with  investment  banks.  We  have received
proposals  from four such banks for financial and business development services.
Once  we  have  entered  into  an  agreement  with one institution, we will move
forward  on  our  financing  efforts  with  their  advice  and  assistance.

To  date  we  have raised approximately $617,000 inequity financing, $200,000 in
November  2008  and  $417,000  in  January  2009.

We  have not raised any financing on the issuance of debt other than in the form
of  cash  advances  from  one  of our officers.  We believe that it will be very
difficult  to obtain any other form of debt financing due to our current lack of
revenues from operations and the current state of our balance sheet, including a
lack  of  hard  assets against which to borrow.  Accordingly, we are focusing on
obtaining  equity  financing.

As  we have not generated significant revenues and have not raised a significant
amount of equity financing to date, there is substantial doubt as to our ability
to continue in the short term and long term as a going concern.  Our plan in the
short  term  is  to  continue  our  operations at their current level, which our

                                   Page 24
<PAGE>
current  cash  holdings  amounted  $383,485  at  the  end of February will cover
through  fiscal  2009.  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 - 2008 VS. 2007

Revenues

Sales  for  the  year ended December 31, 2008, were $82,435 compared to $172,316
for  the  year  ended  December 31, 2007.  Costs of sales were $35,511 and gross
profit  was  $46,924 compared to $121,846 in costs of sales and $50,470 in gross
profit for 2007.  These sales are not generated from regular business operations
as  most  of  our  sales  are  of  product samples or development services.  The
company  has  almost  completed  the development of products for mass production
which  will  be  launched in the market beginning this year.  During the year we
also  received a $390,000 prepayment for the resort EV pursuant to our agreement
with  CUSCO, but the amount has been carried forward to 2009 and it was recorded
as  revenues  at  March  2009.

The following is a detailed description of the products sold in 2008:

     Date   Product              Unit  Price
     -----  -------------------  ----  -------
     1/24          4 wheel Cart     1  $ 1,764
     2/25   Charger                 1  $   231
     7/1    Scooter                 1  $ 1,294
     7/9    Motor bike              1  $ 6,774
     10/30  Jammer Battery          1  $ 2,865
     11/26  EV advanced payment     1  $60,988
     11/27  Polymer Battery         1  $ 8,519

Expenses

During  the  year,  we  incurred $317,761 in expenses, compared to $1,061,916 in
2007.  The  primary decrease was due to downsizing the business operation during
2008.  The  company  cut  down  the  number of employees from 14 in 2007 to 5 in
2008.  The Office also moved to the new building in Gyeonggi province with lower
rental  cost  and  operation  cost.

Expenses for 2008 and 2007 consisted of the following:

     Expenses:                         2008      2007
     Salaries and Benefits         $169,149  $ 76,559
     Service Fees                    23,132    64,708
     General and Administrative     125,480   920,649

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.

                                   Page 25
<PAGE>
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 DATA

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

Report of Independent Registered Public Accounting Firm.....................F-27

Consolidated Balance Sheets.................................................F-28

Consolidated Statements of Operations.......................................F-29

Consolidated Statements of Changes in Shareholders' Interest................F-30

Consolidated Statements of Cash Flows.......................................F-31

Notes to Consolidated Financial Statements..................................F-32


                                   Page 26
<PAGE>
GRUBER & COMPANY LLC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Leo Motors, Inc.,


We  have  audited  the  accompanying  balance  sheet  of  Leo Motors, Inc. as of
December  31,  2008  and  2007  and  the  related  statements  of  operations,
stockholders  equity  and cash flows for the years then ended and for the period
from  inception (July 1, 2006) to December 31, 2008.  These financial statements
are  the  responsibility  of  the Company's management. Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audit.


We  conducted  our  audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform our audit to obtain reasonable assurance about whether the financial
statements  are  free  of  material misstatement. The Company is not required to
have,  nor  were  we  engaged  to perform, an audit of its internal control over
financial  reporting.  Our audit included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in  the  circumstances,  but  not  for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion. An audit 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  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of the Company  as at December 31,
2008  and  2007  and the results of its' operations and its' stockholders equity
and  cash  flows  for  the  years then  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  has  incurred  lossesThis  item  among others, raises
substantial  doubt  about  its  ability  to  continue  as  a  going concernThese
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty


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

Dated March 20, 2009
Lake St. Louis, MO 63367




                                      F-27
<PAGE>

                                LEO MOTORS, INC.
                         (a Development Stage Company)
                          CONSOLIDATED BALANCE SHEETS
                           December 31, 2008 and 2007


                                              DECEMBER 31,    DECEMBER 31,
                                                  2008            2007
                                             --------------  --------------
ASSETS
  Current Assets:
  Cash in Bank                               $      32,181   $      38,061
  Accounts Receivable-net of
    allowance of $11,735 and 0                      13,854          14,541
  Inventory                                         35,575          19,315
  Prepaid Costs                                    130,568         162,335
                                             --------------  --------------
  Total Current Assets                             212,178         234,252

  Fixed Assets-Net                                   5,940          24,541
                                             --------------  --------------

  Deposits                                          63,104         111,327
                                             --------------  --------------

TOTAL ASSETS                                 $     281,222   $     370,120
                                             ==============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities

  Accounts Payable and
    Accrued Expenses                                16,850          14,945
  Taxes Payable                                      2,080          34,788
  Payments Received in Advance                     396,197         534,300
  Related Party Payable                            804,794         991,591
                                             --------------  --------------

  Total Current Liabilities                      1,219,921       1,575,624
                                             --------------  --------------
  Total Liabilities                              1,219,921       1,575,624


  STOCKHOLDERS' EQUITY
  Common Stock, Authorized
    100,000,000 Shares, $0.01
    par value, 31,613,115 and
    30,312,315, shares issued and
    outstanding                                     31,613          30,312
  Comprehensive Income (Loss)                      237,386         (52,446)
  Additional Paid in Capital                       323,351         181,570
  Retained Deficit                              (1,531,049)     (1,364,940)
                                             --------------  --------------
  Stockholders' Deficit                           (938,699)     (1,205,504)
                                             --------------  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $     281,222   $     370,120
                                             ==============  ==============

   The accompanying notes are an integral part of these financial statements.

                                      F-28
<PAGE>

                                LEO MOTORS, INC.
                         (a Development Stage Company)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                     Years ended December 31, 2008 and 2007
               and the Period from Inception to December 31, 2008


                                                               For the period
                                                                of inception
                                 YEAR ENDED      YEAR ENDED    July 1, 2006 to
                                DECEMBER 31,    DECEMBER 31,    December 31,
                                    2008            2007            2008

SALES                          $      82,435   $     172,316   $     254,751

COST OF SALES                        (35,511)       (121,846)        157,357
                               --------------  --------------  --------------

GROSS PROFIT                          46,924          50,470          97,394

EXPENDITURES:
  Salaries and Benefits              169,149          76,559         368,216
  Service Fees                        23,132          64,708         231,658
  General and Administrative         125,480         920,649       1,137,600
                               --------------  --------------  --------------
TOTAL EXPENDITURES                   317,761       1,061,916       1,737,473

NET LOSS FROM OPERATIONS            (270,837)     (1,011,446)     (1,640,079)

OTHER INCOME (EXPENSE)
  Other Income                       105,268           5,769         111,037
                               --------------  --------------  --------------
NET LOSS                       $    (165,569)  $  (1,005,677)  $  (1,529,042)

Loss per share                        (0.005)         (0.033)

Weighted Avg. Shares              30,637,515      30,312,315

   The accompanying notes are an integral part of these financial statements.


                                      F-29
<PAGE>

                                LEO MOTORS, INC.
                         (a Development Stage Company)
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                     Years ended December 31, 2008 and 2007
               and the Period from Inception to December 31, 2008


                                                               FOR THE PERIOD
                                                                OF INCEPTION
                                    YEAR ENDED    YEAR ENDED   JULY 1, 2006 TO
                                   DECEMBER 31,  DECEMBER 31,   DECEMBER 31,
                                       2008          2007           2008
                                   -----------  -------------  --------------

Net Loss                           $ (165,569)  $ (1,005,677)  $  (1,529,042)

Currency Transaction Loss                (540)        (1,467)         (2,007)

Total Comprehensive Income (Loss)  $ (166,109)  $ (1,007,144)  $  (1,531,049)


   The accompanying notes are an integral part of these financial statements.










                                      F-30
<PAGE>

<TABLE>
<CAPTION>


                                LEO MOTORS, INC.
                         (a Development Stage Company)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years ended December 31, 2008 and 2007


<S>                                 <C>             <C>         <C>      <C>          <C>           <C>
                                                                         Additional
                                    Comprehensive   Common      Stock    Paid in      Earnings
                                    Income (Loss)   Shares      Amount   Capital         (Deficit)  Total
                                    --------------  ----------  -------  -----------  ------------  ------------
Balance, January 1, 2007                        -   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                 (52,446)  30,312,315   30,312      181,570   (1,364,940)   (1,205,504)

Stock issued 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                 237,386   31,613,115   31,613      323,351   (1,531,049)     (938,699)
                                    ==============  ==========  =======  ===========  ============  ============
<FN>

The accompanying notes are an integral part of these financial statements.

</TABLE>

                                      F-31
<PAGE>

                                LEO MOTORS, INC.
                         (a Development Stage Company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                     Years ended December 31, 2008 and 2007
               and the Period from Inception to December 31, 2008


<TABLE>
<CAPTION>
<S>                                           <C>             <C>             <C>
                                                                                FOR THE PERIOD
                                                                                 OF INCEPTION
                                                YEAR ENDED      YEAR ENDED     JULY 1, 2006 TO
                                               DECEMBER 31,    DECEMBER 31,      DECEMBER 31,
                                                   2008            2007              2008
                                              --------------  --------------  -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                    $    (166,109)  $  (1,007,144)  $     (1,531,049)

  Adjustments to reconcile net
    loss to net cash provided by
    operating activities: Stock issued              143,082               -            143,082
  Depreciation                                       18,601          35,000             61,866
  Comprehensive loss                                289,832         (45,457)           237,386
  (Increase) in Inventory                           (16,260)        (19,315)           (35,575)
  (Increase) Decrease in Accounts Receivable            687            (139)           (13,854)
  (Increase) Decrease in Deposits/Prepaid            79,990         224,763            (61,318)
  Increase (Decrease) in Accounts
    Payable and Accrued Expenses/
    Payments in Advance                            (136,198)       (127,348)          (121,253)
  Increase in Taxes and Advances                    (32,708)         27,148            536,380
                                              --------------  --------------  -----------------

NET CASH FLOWS USED IN OPERATING ACTIVITIES         180,917        (912,492)          (784,335)

CASH FLOWS FROM INVESTING ACTIVITIES
  Fixed Assets                                            -        (159,153)          (200,160)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds                                                -         104,158            211,882
  Proceeds from related party                             -         991,591            991,591
  Debt reduction related party                     (186,797)                          (186,797)

NET CASH FLOWS FROM FINANCING ACTIVITIES           (186,797)      1,095,749          1,016,676

NET INCREASE (DECREASE) IN CASH                      (5,880)         24,104             32,181

CASH AT THE BEGINNING OF THE PERIOD                  38,061          13,957                  -
                                              --------------  --------------  -----------------

CASH AT THE END OF THE PERIOD                 $      32,181   $      38,061   $         32,181

Income taxes paid                                         -               -                  -

Interest expense paid                                     -               -                  -
</TABLE>



                                      F-32
<PAGE>

                                LEO MOTORS, INC.
                         (a Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background


Leo Motors, Inc, Inc(the "Company")  was originally incorporated as Classic Auto
Accessories,  a  California  Corporation  on  July  2,  1986.  The  Company then
underwent  several  name  changes  from  FCR  Automotive  Group,  Inc.  to Shini
Precision  Machinery,  Inc.  to  Simco  America Inc. and then to Leo Motors. The
Company  had  been  dormant  since  1989,  and  effectuated  a reverse merger on
November  12, 2007 with Leozone Inc., a South Korean Company, which is the maker
of electrical transportation devices. The merger essentially exchanges shares in
Leo  Motors,  Inc.  for  shares  in  Leozone.  As  this  is a reverse merger the
accounting  treatment  of such is that of a combination of the two entities with
the activity of Leozone, Inc. the surviving entity, going forward. The financial
statements  reflect  the activity for all periods presented as if the merger had
occurred  January  1,  2007. The Company is a development stage enterprise under
SFAS No. 7, as principal operations have begun but the Company has not realized
substantial revenues.


Basis of Presentation and Going Concern

The  accompanying  financial  statements  have  been prepared in conformity with
accounting principles generally accepted in the country-regionplaceUnited States
of  America,  which  contemplate continuation of the Company as a going concern.
The  company  has  incurred  material  losses  and has a negative equity.  These
conditions  raise substantial doubt as to the Company's ability to continue as a
going  concern.  These  financial statements do not include any adjustments that
might  result  from the outcome of this uncertainty.  These financial statements
do not include any adjustments relating to the recoverability and classification
of  recorded  asset  amounts,  or  amounts  and classification of recorded asset
amounts,  or  amounts  and classification of liabilities that might be necessary
should  the  Company  be  unable  to  continue  as  a  going  concern.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  reported  amounts  of  assets  and
liabilities,  disclosure of contingent assets and liabilities at the date of the
financial  statements,  and the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.

Fair Value of Financial Instruments

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

Revenue Recognition

Revenues are recognized upon sale and shipment of the product.

                                      F-33
<PAGE>
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
six  months  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  $11,735  in  2008.


The Company anticipates adopting a warranty and return policy granting a one
year limited warranty.  The policy will warrant that the products will be free
from defects in material and workmanship and meet Seller's published
specifications at the time of shipment under normal use and regular service and
maintenance.  The Company is evaluating the accounting treatment for product
returns and warranties and will provide an allowance at the time of sale.


Concentration of Credit Risk

Financial instruments which subject the Company to concentrations of credit risk
include cash and cash equivalents.

The  Company  maintains  its  cash  in  well-known  banks  selected  based  upon
management's  assessment  of  the  bank's  financial  stability.  Balances  may
periodically  exceed  the  $250,000 federal depository insurance limit; however,
the  Company  has  not  experienced any losses on deposits.  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  and  renewals are capitalized.  Upon sale or other disposition of a
depreciable  asset,  cost  and  accumulated  depreciation  are  removed from the
accounts  and  any  gain  or  loss  is  reflected  in  other  income  (expense).

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

Comprehensive Income

Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for the reporting and display of
comprehensive income and its components in the financial statements.


                                      F-34
<PAGE>
The functional currency of the Company is the Korean Won. Assets and liabilities
are translated to U.S. Dollars at the period-end exchange rates ($.000792393)
and ($.00107527) respectively and revenues and expenses are translated at
weighted average exchange rates for the period, which was (.000924059) and
(00119269) respectively.  Resulting translation adjustments are recorded as a
component of stockholders' equity in other comprehensive income (loss).

Advertising Costs

Advertising costs are expensed as incurred.

Income Taxes

The  Company  accounts  for  income taxes under SFAS 109, "Accounting for Income
Taxes."  Under  the  asset and liability method of SFAS 109, deferred tax assets
and  liabilities  are recognized for the future tax consequences attributable to
differences between the financial statements carrying amounts of existing assets
and  liabilities  and  their  respective  tax  bases.  Deferred  tax  assets and
liabilities  are  measured  using enacted tax rates expected to apply to taxable
income  in  the  years  in  which those temporary differences are expected to be
recovered  or  settled.

Loss per Share

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

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.

For  the  year  ended  December  31,  2008  the Company issued 1,300,800 shares,
1,000,000 for a reduction of debt and 300,000 for services both valued at market
at  .11  per  share.  The  shares  for services were recognized as an expense in
general  and  administrative  at  $33,000.

Recent Accounting Pronouncements

In  December  2007,  the FASB issued SFAS No. 141(R), Business Combinations (FAS
141(R)).  This  Statement  provides  greater  consistency  in the accounting and
financial  reporting  of business combinations. It requires the acquiring entity
in  a  business  combination  to  recognize  all assets acquired and liabilities
assumed  in  the transaction, establishes the acquisition-date fair value as the
measurement  objective  for  all  assets  acquired  and liabilities assumed, and

                                      F-35
<PAGE>
requires  the  acquirer  to  disclose  the  nature  and  financial effect of the
business  combination.  FAS 141(R) is effective for fiscal years beginning after
December  15,  2008. We will adopt FAS 141(R) no later than the first quarter of
fiscal 2009 and are currently assessing the impact the adoption will have on our
financial  position  and  results  of  operations.

In  December  2007,  the  FASB  issued SFAS No. 160. Noncontrolling Interests in
Consolidated  Financial  Statements  (FAS 160). This Statement amends Accounting
Research  Bulletin  No.  51,  Consolidated  Financial  Statements,  to establish
accounting  and  reporting  standards  for  the  noncontrolling  interest  in  a
subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for
fiscal  years  beginning after December 15, 2008. We will adopt FAS 160 no later
than the first quarter of fiscal 2009 and are currently assessing the impact the
adoption  will  have  on  our  financial  position  and  results  of operations.

In  February  2007,  the  FASB  issued  SFAS  No. 159, The Fair Value Option for
Financial  Assets and Financial Liabilities, which permits entities to choose to
measure  at  fair  value  eligible financial instruments and certain other items
that  are  not  currently  required  to  be measured at fair value. The standard
requires  that  unrealized  gains  and  losses on items for which the fair value
option  has  been  elected  be reported in earnings at each subsequent reporting
date.  SFAS  No.  159 is effective for fiscal years beginning after November 15,
2007.  We  have  adopted  SFAS No. 159 which has had no impact  on our financial
position  and  results  of  operations.

In  September  2006,  the  FASB  issued  SFAS No. 158, Employers' Accounting for
Defined  Benefit  Pension  and  Other Postretirement Plans, an amendment of FASB
Statements  No.  87,  88,  106,  and  132(R). SFAS No. 158 requires company plan
sponsors  to display the net over- or under-funded position of a defined benefit
postretirement  plan  as  an  asset  or  liability,  with any unrecognized prior
service  costs,  transition  obligations or actuarial gains/losses reported as a
component of other comprehensive income in shareholders' equity. SFAS No. 158 is
effective  for  fiscal  years  ending  after  December  15, 2006. We adopted the
recognition  provisions  of  SFAS  No.  158  as  of  the end of fiscal 2007. The
adoption  of  SFAS  No.  158  did  not have an effect on the Company's financial
position  or  results  of  operations.

In  September  2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS
No.  157  establishes a framework for measuring fair value in generally accepted
accounting  principles,  clarifies  the  definition  of  fair  value and expands
disclosures about fair value measurements. SFAS No. 157 does not require any new
fair  value  measurements.  However,  the application of SFAS No. 157 may change
current  practice  for  some  entities.  SFAS No. 157 is effective for financial
statements  issued  for  fiscal  years  beginning  after  November 15, 2007, and
interim  periods  within those fiscal years. We have adopted SFAS No. 157 and it
has  had  no  impact   on  our  financial  position  and  results of operations.

In  July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
in  Income  Taxes  -  an interpretation of FASB Statement No. 109 (FIN 48). This
interpretation  clarifies the application of SFAS No. 109, Accounting for Income
Taxes, by defining a criterion that an individual tax position must meet for any
part  of  the  benefit  of  that  position  to  be recognized in an enterprise's
financial  statements  and also provides guidance on measurement, derecognition,
classification,  interest  and  penalties,  accounting  in  interim  periods,
disclosure  and transition. FIN 48 is effective for fiscal years beginning after
December  15,  2006,  but earlier adoption is permitted. The Company has adopted
this  and  there  is  no  impact of the application of the Interpretation to its
financial  statements.

NOTE 3 - EARNINGS PER SHARE

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

                                      F-36
<PAGE>
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 2008 equal to $11,735.

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.

NOTE 6 - FIXED ASSETS

The Company's assets consist of the following:

Furniture Fixtures and Equipment     $41,007     $41,007
Less Accumulated Depreciation        (35,067)    (16,466)

Net                                  $ 5,940     $24,541

The Company depreciates it assets over useful lives of between 3 and 7 years.
Depreciation expense was $18,601 in 2008.

NOTE 7 - DUE TO RELATED PARTY

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

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.


                                      F-37
<PAGE>
ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURES

None.


ITEM 9A. CONTROLS AND PROCEDURES

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

Our  management,  including  our  Principal  Executive  and  Principal Financial
Officer,  evaluated  the  effectiveness  of  the  design  and  operation  of our
disclosure  controls and procedures (as defined in Securities Exchange Act Rules
13a-15(e)  and  15d-15(e)) as of December 31, 2008.  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,  2008.

(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, 2008.  In making this assessment, management used the criteria set
forth  in  Internal  Control-Integrated  Framework  issued  by  the Committee of
Sponsoring  Organizations of the Treadway Commission.  Based on this assessment,
our  management has concluded that our internal control over financial reporting
was ineffective as of December 31, 2008 and there are material weaknesses in our
internal control over financial reporting.  A material weakness is a deficiency,
or  a  combination  of  control deficiencies, in internal control over financial
reporting  such  that  there  is  a  reasonable  possibility  that  a  material
misstatement of our annual or interim financial statements will not be prevented
or  detected  on  a  timely  basis.

                                   Page 38
<PAGE>
The  material weaknesses relate to the limited number of persons responsible for
the  recording and reporting of financial information, the lack of separation of
financial  reporting  duties,  and  the  limited  size of our management team in
general.  We  are  in  the  process evaluating methods of improving our internal
control  over  financial reporting, including the possible addition of financial
reporting  staff  and  the  increased  separation  of  financial  reporting
responsibility, and intend to implement such steps as are necessary and possible
to  correct  these  material  weaknesses.

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

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

There  were  no  changes in our internal control over financial reporting during
the  quarter  ended  December  31,  2008,  that have materially affected, or are
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.


ITEM 9B. OTHER INFORMATION

None.


                                    PART III

ITEM 10. DIRECTORS 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
     Shi Chul ("Robert") Kang     47   Chief Executive Officer, President
                                       and Interim Chief Financial Officer

     Jung Yong ("John") Lee       43   Chief Technical Officer and Director

     Chul Ho Kim                  53   Director


                                   Page 39
<PAGE>
EXECUTIVE OFFICER AND DIRECTOR BIOS

Shi Chul (Robert) Kang, Chief Executive Officer, President and Interim Chief
----------------------------------------------------------------------------
Financial Officer
-----------------

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

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

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

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

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

Chul-Ho Kim, Director
---------------------

Mr.  Kim holds several positions of responsibility in the automotive engineering
field.  He  is  a professor in the Department of Automotive Engineering at Seoul
National University of Technology in South Korea, involved with ongoing research
in  Electric Vehicles and EV Solutions.  He is also currently the Vice President
for  the  Korea  Association  of Automotive Technicians and heads the Center for
Automotive  Engineering  Research.  With  more  than  20 years as a professional
engineer,  he  has  won  the Korean Excellent Technology (KT) Award and the Jang
Young  Sil  Invention  Award  from the Korean Ministry of Science and Technology
(both  in  1989)  and  continues to contribute to the changing automotive world.
Mr.  Kim  has  been with the Company's operating subsidiary since its inception,
and  joined  the  Company  upon  its  acquisition  on  September  3,  2007.

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);

                                   Page 40
<PAGE>
2.   The entry  of  an  order,  judgment,  or decree, not subsequently reversed,
     suspended or vacated, by a court of competent jurisdiction that permanently
     or  temporarily  enjoined,  barred,  suspended  or  otherwise  limited such
     person's  involvement  in any type of business, securities, commodities, or
     banking  activities;

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

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

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

Based  solely on our review of the copies of the Forms 3, 4 and 5 and amendments
thereto  furnished  to  us  by  the persons required to make such filings during
fiscal 2008 and our own records, we believe that Mr. Kang, Mr. Lee, Chul Ho Kim,
and  Gun Il Kim each failed to file timely a Form 3 to report initial beneficial
ownership.

CORPORATE  GOVERNANCE.

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

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

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


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:

                                   Page 41
<PAGE>

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

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

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

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

     Name                      Corporate Office
     ----------------------    ------------------------------
     Shi Chul (Robert) Kang    President, CEO and Interim CFO
     Jung Yong Lee             Former CEO
     Han Young Kim             Former CEO

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

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

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

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.


                                   Page 42
<PAGE>
------
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 LEVELS OF EXECUTIVE COMPENSATION

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

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

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

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

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

GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2008

The Company currently does not participate in any equity award plan.  During
fiscal 2008, we did not grant any equity awards under any equity award plan.

OPTION EXERCISES FOR FISCAL 2008

During  fiscal  2008,  none  of  the named executive officers exercised options.


                                   Page 43
<PAGE>
NONQUALIFIED DEFERRED COMPENSATION

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

COMPENSATION OF DIRECTORS

We  intend to use a combination of cash and equity-based compensation to attract
and  retain candidates to serve on our board of directors.  We do not compensate
directors  who  are  also  our  employees  for  their  service  on  our board of
directors.  We  have  not  provided  any other compensation to any member of our
Board  of  Directors  for  the  fiscal  year  ended  December  31,  2008.

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 44
<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, 2007 and December 31, 2006.  No restricted stock
awards, long-term incentive plan payout or other types of compensation, other than the compensation identified in
the  chart  below  and  its  accompanying  notes,  were paid to these executive officers during that fiscal year.

<S>             <C>   <C>            <C>            <C>           <C>            <C>           <C>      <C>


NAMED                 ANNUAL         ANNUAL         OTHER         COMPENSATION   LONG TERM
EXECUTIVE             COMPENSATION   COMPENSATION   ANNUAL        RESTRICTED     COMPENSATION  LTIP
OFFICER         YEAR  SALARY ($)     BONUS ($)      COMPENSATION  STOCK (#)      OPTIONS       PAYOUTS  ALL OTHER
--------------  ----  -------------  -------------  ------------  -------------  ------------  -------  ---------
Robert Kang     2008        25,0002              0             0              0             0        0          0
Jung Yong Lee1  2007        86,0933              0             0              0             0        0          0
                2008        48,5514              0             0              0             0        0          0
<FN>

(1) Jung Yong Lee was the Company's President and CEO from September 19, 2007 to November 18, 2008.
(2) Robert Kang became the Company's President and CEO on November 18, 2008.  Salary amount represents one
month's prorated portion of agreed $300,000 per year salary.
(3) Number represents average 2007 exchange rate between US$ and Korean Won.  Mr. Lee was paid 80 million Korean
Won for his services in 2007.
(4) Number represents average 2008 exchange rate between US$ and Korean Won.  Mr. Lee was paid 52 million Korean
Won for his services in 2008.
</TABLE>

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,  2008.
<TABLE>
<CAPTION>
<S>            <C>                    <C>                    <C>                            <C>        <C>
               OPTION AWARDS
               NUMBER OF              NUMBER OF              EQUITY INCENTIVE PLAN AWARDS:  OPTION
               SECURITIES UNDERLYING  SECURITIES UNDERLYING  NUMBER OF SECURITIES           EXERCISE   OPTION
               UNEXERCISED OPTIONS    UNEXERCISED OPTIONS    UNDERLYING UNEXERCISED         PRICE      EXPIRATION
NAME           (#) EXERCISABLE        (#) UNEXERCISABLE      UNEARNED OPTIONS               ($)        DATE
-------------  ---------------------  ---------------------  -----------------------------  ---------  ----------
Robert Kang                        0                      0                              -          -           -
Jung Yong Lee                      0                      0                              -          -           -

</TABLE>

                                   Page 45
<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  23,  2009.  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 23, 2009;

     (2)  each  of  the  Company's  Directors  and  Executive  Officers;  and

     (3)  all  of  its  Directors  and  Executive  Officers  as  a  group.

                        AMOUNT OF SHARES  PERCENT OF SHARES
IDENTITY OF             BENEFICIALLY      BENEFICIALLY
PERSON OR GROUP         OWNED             OWNED(1,2)          CLASS
----------------------  ----------------  ------------------  ------
Robert Kang                      700,000               1.95%  Common
CEO, President
and Interim CFO

Jung Yong Lee                  3,000,000               8.35%  Common
CTO and Director

Chul Ho Kim                      200,000               0.56%
Director

Gun Il Kim                     8,100,000              22.53%  Common
611 Lotte Village
1642-25 Seocho-Dong
Seocho-Gu, Seoul Korea

Jong In Kwon                   2,200,000               6.12%  Common
103-604 World Meridian
Apt 297
Yeomchang Dong
Kangseo Gu Seoul Korea

Jin Wook Choi                  2,200,000               6.12%  Common
5-208 Hyundai Apt 840
Shindang Dong
Joong-Gu Seoul Korea

Kyeong Ae Kim                  1,650,000               4.59%  Common
130-1101 Sk Bookhansan
City Apt 1353
Mee-A Dong
Kangbuk Gu Seoul Korea

All Directors and              3,900,000               10.8%  Common
Officers as a Group

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<PAGE>
(1) The percentage of shares owned is based on 35,946,449 shares being
outstanding as of March 23, 2009.  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

SEA MOTORS, INC.

The  Company  has  entered  into  a  Letter  of  Intention with Sea Motors, Inc.
("SEA"),  whereby SEA would receive 10% of the contract amount from our sales in
the  Philippines, half in common stock and half in cash proceeds.  Subsequent to
entering the agreement, Shi Chul Kang, an executive officer of Sea Motors, Inc.,
joined  the Company as its President and CEO.  In January 2009 we entered into a
definitive  consulting  agreement  with  SEA  whereby we agreed to pay 1,300,000
shares  of  common  stock  and 2.6% of the cash proceeds from the sales of 2,500
E-Taxis  in  Puerto  Princesa.  Dr. Kang resigned his position with SEA prior to
execution  of  the  definitive agreement but after performing certain consulting
services  in  anticipation  thereof,  and  thus  the  Company  agreed  to  pay a
consulting  fee  of  700,000  shares of common stock and 2.4% cash of the amount
from  the  sales  of  2,500  E-Taxis  in  Puerto  Princesa directly to Dr. Kang.

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

DIRECTOR  INDEPENDENCE

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


ITEM  14.  PRINCIPAL  ACCOUNTING  FEES  AND  SERVICES

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

                               2008    2007
                          ----------  -----
     Audit fees(2)        $30,000(1)  $   -
     Audit-related fees           -       -
     Tax fees                     -       -
     All other fees               -       -
     TOTAL                $  30,000   $   -

                                   Page 47
<PAGE>
(1) Fees for the audit of our 2007 and 2006 financial statements
(2) So far in 2009 we have paid $15,000 to Gruber & Company for the audit of our
2008 financial statements.

AUDIT COMMITTEE PRE-APPROVAL OF SERVICES OF PRINCIPAL ACCOUNTANTS

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

                                    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,  2008  and  2007

     Consolidated  Statements  of  Operations  for  the years ended December 31,
          2008,  and  2007

     Consolidated  Statements  of  Changes  in  Shareholders'  Interest  for the
          years  ended  December  31,  2008  and  2007

     Consolidated  Statements  of  Cash  Flows  for the years ended December 31,
          2008  and  2007

     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 48
<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\ Robert Kang
                                      ---------------
                                   Robert Kang
                                   Chief Executive Officer, President and
                                   Interim Chief Financial Officer


                                   Date: July 23, 2009




























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