Amended Annual Report (10-k/a)
18 April 2015 - 3:38AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2014
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________
Commission file number: 000-54694
WORLD MOTO, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
77-0716386 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
131 Thailand Science Park INC-1 #214 |
|
Phahonyothin Road |
N/A |
Klong1, Klong Luang |
|
Pathumthani 12120 Thailand |
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|
(Address of principal executive offices) |
(Zip Code) |
Registrants telephone number, including area code: (646)
840-8781
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
(Title
of Class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No
[X]
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes
[ ] No [X]
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants 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 the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [
]
Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting
Smaller reporting company [X] company)
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last day of the registrants most recently completed
second fiscal quarter: $9,056,383.90
Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
Common Stock |
Outstanding as of April 13, 2015
|
Common Stock, $0.0001 par value per share |
439,696,519 shares |
EXPLANATORY NOTE
World Moto, Inc., a Nevada corporation (the Company) is
filing this Amendment No. 1 to the Annual Report on Form 10-K/A (the
Amendment) to furnish Exhibit 101 Interactive Data Files. Exhibit 101
provides the financial statements and related notes from the Form 10-K formatted
in XBRL (Extensible Business Reporting Language). Except for the inclusion of
Exhibit 101 in the Amendment, no other changes have been made to the Annual
Report on Form 10-K filed on April 15, 2015 (the Original 10-K). The Original
10-K continues to speak as of the date of the Original 10-K, and we have not
updated any other disclosures contained therein to reflect any events which
occurred at a date subsequent to the filing of the Original 10-K.
PART IV
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES. |
ExhibitNo. |
Description |
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|
3.1 |
Articles of Incorporation, as amended (incorporated by
reference to our Annual Report on Form 10-K filed on April 15, 2015).
|
3.2 |
By-laws (filed as an exhibit to the registration
statement on Form S-1, as filed with the SEC on June 25, 2010, and
incorporated herein by reference). |
10.1 |
Securities Purchase Agreement, dated April 4, 2014,
between the Company and certain investors (incorporated by reference to
our Amendment No. 1 to the Registration Statement on Form S-1, filed on
June 17, 2014). |
10.2 |
Form of Debenture (incorporated by reference to our
Current Report on Form 8-K, filed on April 7, 2014). |
10.3 |
Form of Registration Rights Agreement (incorporated by
reference to our Current Report on Form 8-K, filed on April 7, 2014).
|
10.4 |
Form of Security Agreement (incorporated by reference to
our Current Report on Form 8-K, filed on April 7, 2014). |
10.5 |
Employment Agreement, dated April 1, 2014, between World
Moto Co. Ltd. and Paul Giles (incorporated by reference to our Amendment
No. 1 to the Registration Statement on Form S-1, filed on June 17, 2014).
|
10.6 |
Employment Agreement, dated April 1, 2014, between World
Moto Co. Ltd. and Chris Ziomkowski (incorporated by reference to our
Amendment No. 1 to the Registration Statement on Form S-1, filed on June
17, 2014). |
10.7 |
Fleet Franchise Agreement, dated March 10, 2014, between
World Moto, Inc. and Mobile Advertising Ventures Ltd. (incorporated by
reference to our Current Report on Form 8-K, filed on March 17, 2014).
|
10.8 |
Letter of Intent, dated June 11, 2014, by and among the
Company, Mobile Advertising Ventures, Ltd., and Forever Network
(incorporated by reference to our Amendment No. 1 to the Registration
Statement on Form S-1, filed on June 17, 2014). |
10.9 |
Financing Agreement, dated September 24, 2014, between
the Company and Macallan Partners, LLC (incorporated by reference to our
Quarterly Report on Form 10-Q filed on November 19, 2014). |
10.10 |
Convertible Debenture, dated September 24, 2014, between
the Company and Macallan Partners, LLC. (incorporated by reference to our
Quarterly Report on Form 10-Q filed on November 19, 2014). |
10.11 |
Securities Purchase Agreement, dated March 5, 2015,
between the Company and Redwood Management, LLC (incorporated by reference
to our Current Report on Form 8-K filed on March 11, 2015). |
21 |
List of Subsidiaries: World Moto Technologies, Inc.;
World Moto Holdings, Inc.; World Moto Co., Ltd.
|
31.1 |
Certification of Chief
Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (incorporated by reference to our Annual Report on Form 10-K filed on
April 15, 2015). |
31.2 |
Certification of Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by
reference to our Annual Report on Form 10-K filed on April 15, 2015).
|
32.1 |
Certification of Chief
Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (incorporated by reference to our Annual Report on Form 10-K filed on
April 15, 2015). |
32.1 |
Certification of Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by
reference to our Annual Report on Form 10-K filed on April 15, 2015).
|
101* |
Interactive Data Files.
|
_________________
* Filed herewith.
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.
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WORLD MOTO, INC. |
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(Registrant) |
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|
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Date: April 17, 2015 |
By: |
/s/
Paul Giles |
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Paul Giles |
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Chief Executive Officer and |
|
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President (Principal Executive |
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Officer) |
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Date: April 17, 2015 |
By: |
/s/
Lisa Ziomkowski-Boten |
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|
Lisa Ziomkowski-Boten |
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Treasurer and Secretary (Principal |
|
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Financial Officer and Principal |
|
|
Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signatures |
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Title(s) |
Date |
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/s/ Paul Giles |
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Chief Executive |
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Paul Giles |
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Officer, President and Director |
April 17, 2015 |
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(Principal Executive Officer) |
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/s/ Lisa
Ziomkowski-Boten |
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Treasurer and Secretary |
April 17, 2015 |
Lisa Ziomkowski-Boten |
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(Principal Financial Officer and |
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Principal Accounting Officer) |
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/s/ Julpas
Kruesopon |
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Director |
April 17, 2015 |
Julpas Kruesopon |
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