UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2017

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 No. 0-192227

2050 MOTORS, INC.

(Exact name of small business issuer as specified in its charter)

3420 Bunkerhill Drive

North Las Vegas, Nevada 89032

(Address of principal executive offices)

(702) 591-6029

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 (§232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

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

The number of shares of Common Stock, no par value, of the registrant outstanding at May 20, 2017, was 37,503,986.

EXPLANATORY NOTE

On May 22, 2017, 2050 Motors, Inc. (“the Company”) filed with the Securities and Exchange Commission (“SEC”) its quarterly report on Form 10-Q for the period ended March 31, 2017 (the “Initial Form 10-Q”). The purpose of this Amendment to the Initial Form 10-Q (the “Amendment”) is to file a revised Statement of Cash Flows to replace the Statement of Cash Flows in the Initial Form 10-Q. The revised Statement of Cash Flows has corrected numbers that were inadvertently miscalculated. The only item of the Initial Form 10-Q that is modified by this Amendment is the Statement of Cash Flows. In order to preserve the nature and character of the disclosures set forth in the Initial Form 10-Q, except as expressly noted herein, this Amendment continues to speak as of the date of the Initial Form 10-Q and the Company has not updated the disclosures in this Amendment to speak as of a later date.

2050 Motors, Inc.

Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these financial statements

Item 6. Exhibits.

(a) Exhibits.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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