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

FORM 10-Q

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

For the quarterly period ended: September 30, 2016

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 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	(IRS Employer Identification No.)
of Incorporation or organization)

Sukhumvit13 No.19/125 Sukhumvit Suite,
13 Floor, (Saengjan) Sukhumvit Rd,

Klongtoey Nue,Wattana Bangkok 10110
Thailand 
(Address of principal executive offices and zip code)

(646) 840-8781 
(Registrant's telephone number, including area code)

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 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). 
[X] Yes      [   ] No

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	[X] Smaller Reporting company
		(Do not check if smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class		Outstanding at August 11, 2017
Common stock, $.0001 par value		1,490,145,045

 

World Moto, Inc.

Form 10-Q

For the Six Months Ended September 30, 2016

INDEX

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6	Exhibits	18
Signatures		19

FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as "may," "will," "expect," "believe," "estimate," "anticipate," "intend," "continue," or similar terms, variations of such terms or the negative of such terms. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth in our Annual Report on Form 10-K filed on November 14, 2016.

As used in this Form 10-Q, "we," "us," and "our" refer to World Moto, Inc., which is also sometimes referred to as the "Company."

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS

The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.

 

Item 1. Financial Statements.

 

World Moto, Inc.

Consolidated Balance Sheets

(Unaudited)

 

		September 30, 2016				December 31, 2015
ASSETS
Current assets
Cash and cash equivalents		$	18,711			$	14,772
Prepaid expenses and other current assets			17,399				15,588
Inventories			9,885				-
Total current assets			45,995				30,360
Property and equipment, net of accumulated depreciation			13,757				28,106
Deposits			10,494				10,077
TOTAL ASSETS		$	70,246			$	68,543
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses		$	518,506			$	524,792
Convertible notes payable, net of discounts and deferred financing costs			460,429				271,810
Derivative liabilities			1,115,470				611,793
Short-term debt – related party			19,820				29,612
Unearned revenues			57,450				56,160
Total current liabilities			2,171,675				1,494,167
Long term convertible notes payable, net of discounts and deferred financing costs			-				4,859
Long-term derivative liabilities			-				442,915
Total liabilities			2,171,675				1,941,941
Stockholders' deficit
Preferred stock, $0.0001 par value; 50,000,000 shares authorized including 5,000,000 shares authorized as Series A Convertible preferred shares; 5,000,000 shares of Series A Convertible preferred shares issued and outstanding			500				500
Common stock, $0.0001 par value, 2,000,000,000 shares authorized;   1,490,145,045 and 966,778,980 shares issued and outstanding, respectively			149,014				96,678
Additional paid-in capital			4,644,818				4,288,698
Accumulated deficit			(6,870,612	)			(6,235,125	)
Other comprehensive loss			(25,149	)			(24,149	)
Total stockholders' deficit			(2,101,429	)			(1,873,398	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	70,246			$	68,543

 

 

World Moto, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

		For the three months ended								For the nine months ended
		September 30,								September 30,
		2016				2015				2016				2015
Revenues		$	–			$	–			$	–			$	–
Operating expenses			125,914				330,554				257,648				910,344
Loss from operations			(125,914	)			(330,554	)			(257,648	)			(910,344	)
Other income (expense):
Interest expense			(25,981	)			(845,186	)			(479,652	)			(1,688,335	)
Other income			–				–				5,900				–
Change in fair value of derivative    liabilities			464,678				(117,484	)			61,235				77,317
Gain on debt settlement			-				107,974				34,678				107,974
Foreign exchange (gain) loss			-				2,837				-				(6,318	)
Total other income (expense)			438,697				(851,859	)			(377,839	)			(1,509,362	)
Net loss			312,783				(1,182,413	)			(635,487	)			(2,419,706	)
Other comprehensive income (loss):
Foreign currency translations			687				2,267				(1,001	)			(6,888	)
Comprehensive loss		$	313,470			$	(1,180,146	)		$	(636,488	)		$	(2,426,594	)
Net loss per common share – basic and diluted		$	0.00			$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average common shares outstanding – basic and diluted			1,420,305,845				532,648,145				1,272,035,128				491,009,507

World Moto, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

		For the nine months ended
		September 30,
		2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(635,487	)		$	(2,419,706	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			14,349				6,555
Non-cash interest expense on derivative liabilities			-				457,848
Fair value of derivative in excess of debts			172,550				-
Amortization of debt discount and deferred financing cost			423,623				1,006,648
Change in fair value of derivative liability			(52,263	)			(77,317	)
Gain on settlement of debt			(91,972	)			(107,974	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			(2,228	)			(9,473	)
Inventory			(9,885	)			(4,174	)
Unearned revenues			1,290				(3,191	)
Accounts payable and accrued expenses			(6,286	)			404,865
Net cash used in operating activities			(186,309	)			(745,919	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of related party debt			(11,242	)			(9,228	)
Proceeds from related party debt			1,450				-
Proceeds from convertible notes, net of financing costs			201,040				619,430
Net cash provided by financing activities			191,248				610,202
EFFECT OF FOREIGN CURRENCY TRANSLATIONS			(1,000	)			(6,888	)
Net change in cash and cash equivalents			3,939				(142,605	)
Cash and cash equivalent at beginning of the period			14,772				169,265
Cash and cash equivalent at end of the period		$	18,711			$	26,660
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for:
Income tax		$	-			$	-
Interest			-				-
NONCASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for conversion of debt		$	234,355			$	869,811
Reclassification of fair value of derivatives from liabilities to equity		$	251,597			$	1,340,300
Fair value of debt conversion feature classified as a derivative liability		$	-			$	1,207,424

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

World Moto, Inc. 
Notes to the Consolidated Financial Statements 
(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

World Moto, Inc. (the "Company") was incorporated in the State of Nevada on March 24, 2008 under the name Net Profits Ten Inc. The original purpose of the Company was to market and distribute user-friendly interactive yearbook software for the military. The Company was reclassified as a shell company until the completion of its acquisition of the World Moto Assets, which was consummated on November 14, 2012, and discussed in Note 3. Effective November 12, 2012, the Company amended its Articles of Incorporation to change its name from "Net Profits Ten Inc." to "World Moto, Inc."

On January 30, 2013, World Moto, Inc. established two wholly owned subsidiaries that were incorporated in the State of Nevada. World Moto Technologies, Inc. and World Moto Holdings, Inc. were both established, but have no activity to report to date. On February 4, 2013, World Moto Technologies Ltd, a wholly owned subsidiary of the Company, was organized under the laws of the Kingdom of Thailand and the name of this company was later changed to World Moto Co., Ltd. World Moto Co., Ltd. is owned in its entirety by World Moto, Inc., World Moto Technologies, Inc. and World Moto Holdings, Inc. and it is an operating entity of the Company in Thailand for the purposes of research and development in the Southeast Asia region.

The Company design, manufacture, market and sell Moto-Meter products and services, including the Moto-Meter and its related smartphone application, the Yes service and HailYes™ app, and Wheelies. The Company seek to address the need for fare metering and mobile commerce for motor scooters and motorcycle taxis. The use of these taxis is increasingly common in the developing world. The Company planned products, however, will have increased functionalities over a standard fare meter commonly used in an enclosed taxicab.

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission ("SEC") Regulation S-X rule 8-03 and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's last Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2015. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2016 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim consolidated financial statements related to the period are unaudited. The results for the three-month period ended September 30, 2016 are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2016. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted.

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 the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on September 30, 2016:

		Level 1				Level 2				Level 3				Total
Liabilities
Derivative liability		$	-			$	-			$	1,115,470			$	1,115,470

The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on December 31, 2015:

		Level 1				Level 2				Level 3				Total
Liabilities
Derivative liability		$	-			$	-			$	1,054,708			$	1,054,708

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has an accumulated deficit of $6,870,612 as of September 30, 2016, has limited liquidity, and has not established a reliable source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company's ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 – RELATED PARTY TRANSACTIONS

At September 30, 2016 and December 31, 2015, the Company has short-term debt of $19,820 and $29,612, respectively, due to one of its majority shareholders. During the nine months ended September 30, 2016, the Company repaid $11,241 of the related party debt.  During the six months ended June 30, 2015, the Company repaid $0 of related party debt. The loan is accruing interest at a rate of 0%.

NOTE 4 – CONVERTIBLE NOTES PAYABLE

The Company regularly issues notes payable which are convertible at a discount of the trading price of the Company's common stock. Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging. 

On December 11, 2014, the Company entered the second tranche Debentures (RM-DC Convertible Notes) with Redwood Management, LLC and Dominion Capital, LLC (the "Holder") in the aggregate principal amount of $608,696 for a purchase price of $500,000 (8% original issue discount). The Holder is guaranteed interest at the rate of 12% and the notes have a maturity date of December 11, 2015. The Company is obligated to make amortization payments beginning on the six-month anniversary of the issuance date of the Debentures and continuing monthly thereafter. The Debentures are convertible into shares of common stock of the Company at any time at the discretion of the Investors at a conversion price equal to the lesser of (i) $0.10 or (ii) 70% of the lowest traded price per share of the common stock during the twenty-five (25) trading days prior to the date of conversion.

The Company entered various convertible notes with Union Capital for the nine months ended September 30, 2016 for an aggregate principal amount of $334,395. The Company recorded debt discounts totaling $255,961, resulting from the bifurcation of the derivative liability and determined that the fair value of the conversion feature was $255,961 at the issuance date. The notes are convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the date of conversion. Due to this provision, the embedded conversion options qualify for derivative accounting under ASC 815-15, Derivatives and Hedging.

For the period from January 1, 2016 to September 30, 2016, the Company entered various convertible notes with h GW Holding Group Note #1 for an aggregate principal amount of $122,985.  The notes bear interest at 10% per annum and mature at various dates from March through September of 2017. The notes are convertible at 52% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging. Pursuant to these notes, the Company recorded a debt discount of $169,086, resulting from the bifurcation of the derivative liability. The Company determined that the fair value of the conversion feature was 151,392 at the issuance date.

Convertible notes payable as of September 30, 2016 and December 31, 2015, consisted of the following:

Lender		Interest Rate				Issue Year				Maturity Year				Principal 2016				Principal 2015
Redwood and Dominion Capital			12	%			2014				2015			$	148,164			$	191,522
Vires Group			8	%			2015				2016				-				69,000
JMJ			12	%			2015				2017				33,000				82,280
LG Capital			8	%			2015				2017				-				45,000
Union Capital			8	%			2015				2016				316,447				416,923
GW Holdings			10	%			2015				2016				35,000				41,000
Union Capital			8	%			2016				2017				330,872				-
GW Holdings			8	%			2016				2017				118,934				-
Total principal															982,417				845,725
Less debt discount															(498,847	)			(573,315	)
Deferred financing costs															(23,141	)			(25,741	)
Net convertible debt															460,429				276,669
Current maturities															460,429				271,810
Long term convertible debt, net														$	-			$	4,859

As summary of value changes to the notes for the nine months ended September 30, 2016 is as follows:

Carrying value of Convertible Notes at December 31, 2015		$	276,669
Additional principal			311,622
Total principal			588,291
Less: conversion carrying value of convertible notes			(193,834	)
Less: discount related to fair value of the embedded conversion feature			(325,688	)
Less: deferred financing cost related to debt issuances			(24,963	)
Less: discount related to original issue discount			(7,000	)
Add: amortization of deferred financing cost			48,791
Add: amortization of discount			374,832
Carrying value of Convertible Notes at September 30, 2016		$	460,429

 

World Moto, Inc. 
Notes to the Consolidated Financial Statements 
(Unaudited)

NOTE 6 – DERIVATIVE LIABILITIES

The Company has determined that the variable conversion prices under its convertible notes caused the embedded conversation feature to be a financial derivative. The Company may not have enough authorized common stock to settle its obligation if the note holder elects to convert the note into common shares when the trading price is lower than a certain threshold.

The derivative instruments were valued at loan origination date, date of debt conversion and at September 30, 2016, The fair values of the derivative liabilities related to the conversion options of these notes was estimated on the transaction dates (loan original date and date of debt conversion) using the Multinomial Lattice option pricing model, under the following assumptions:

Description		December 31, 2015				New Issuances				September 30, 2016
Shares of common stock issuable upon exercise of debt			998,958,397				3,615,794				34,984,114
Estimated market value of common stock on measurement date		$	0.0014-0.05			$	0.02-.0261			$	0.0196
Exercise price		$	0.0007-0.1			$	0.009-0.03			$	0.0004.-0.0014
Risk free interest rate (1)			0.04-0.25	%			0.25	%			0.05-0.25	%
Expected dividend yield (2)			0.00	%			0.00	%			0.00	%
Expected volatility (3)			61.54-105	%			119.11-125.57	%			207-223	%
Expected exercise term in years (4)			0.25-1.00				0.75				0.08-1.00

	(1)	The risk –free interest rate was determined by management using the one month Treasury bill yield as of the valuation dates.
	(2)	The expected dividend yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.
	(3)	The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trade history to determine our historical volatility.
	(4)	The exercise term is the remaining contractual term of the convertible instrument at the valuation date.

The change in fair values of the derivative liabilities related to the Convertible Notes for the nine months ended September 30, 2016 is summarized as:

Fair value of derivatives December 31, 2015	$	1,054,708
New issuances		305,619
Conversion of derivative liabilities		(192,594	)
Change in fair value of derivative liabilities		(52,263)
Fair value of derivative liabilities at September 30, 2016	$	1,115,470

 

World Moto, Inc. 
Notes to the Consolidated Financial Statements 
(Unaudited)

NOTE 7 – EQUITY TRANSACTIONS

During the nine months ended September 30, 2016, the Company issued 523,366,065 shares of common stock for the conversion of notes payable and accrued interests in the amount of $408,456. The Company also recorded $356,120 as increase in additional paid-in capital from derivative liability as a result of the conversions.

NOTE 8 – SUBSEQUENT EVENTS

During January and April 2017, the Company entered into three convertible notes for an aggregate principal amount of $117,602. The notes are convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. The notes earn an interest rate equal to 8% or 10% per annum and mature one year from date of issuance.

Subsequent events have been evaluated through August 11, 2017, the date these financial statements were amiable to be issued.

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.

Overview

World Moto, Inc. was incorporated on March 24, 2008, in the State of Nevada under the name Net Profits Ten Inc. On November 8, 2012, we amended our Articles of Incorporation to increase our authorized shares of common stock from 100,000,000 to 500,000,000 and our board of directors approved a stock dividend of 180 shares of common stock of the Company for each share of common stock issued and outstanding. Additionally, on November 12, 2012, we amended our Articles of Incorporation to change our name from "Net Profits Ten Inc." to "World Moto, Inc.", which name change became effective on November 15, 2012, upon approval from the Financial Industry Regulatory Authority ("FINRA"). On January 18, 2014, we amended our Articles of Incorporation to increase our authorized shares of common stock from 500,000,000 to 1,000,000,000. On April 9, 2015, we further amended our Articles of Incorporation to increase our authorized shares of common stock from 1,000,000,000 to 2,000,000,000.

On September 1, 2012, we entered in an Asset Purchase Agreement ("Agreement") with World Moto (Thailand) Co., Ltd., a corporation established under the laws of the Kingdom of Thailand ("Old WM"), Chris Ziomkowski, the Chief Technical Officer of Old WM and Paul Giles, the Chief Executive Officer of Old WM. The Agreement was consummated on November 14, 2012. We purchased from Old WM substantially all of the intellectual property and certain other specific intellectual property assets related to Old WM's initial product, the Moto-Meter (the "Assets"), which includes three United States patent applications, the data related to the patent applications, certain software related to the operation of the Moto-Meter, several URLs and trade-names and associated names related to the Moto-Meter and Old WM.

On January 30, 2013, we established two wholly owned subsidiaries that were incorporated in the State of Nevada. World Moto Technologies, Inc. and World Moto Holdings, Inc. were both established, but have no activity to report to date. On February 4, 2013, World Moto Technologies Ltd. was organized under the laws of the Kingdom of Thailand. The name was later changed to World Moto Co., Ltd. ("WM Co. Thailand"). WM Co. Thailand is owned in its entirety by World Moto, Inc., World Moto Technologies, Inc. and World Moto Holdings, Inc. and represents our operating entity for the purposes of research and development in the Southeast Asia region.

As of June 30, 2016, WM Co. Thailand had 12 employees. WM Co. Thailand has been performing extensive research and development activities since its inception related to improving the Moto-Meter design to allow for higher yields in mass production, as well as substantial work on the Wheelies product.

Business Overview

Plan of Operations

We plan to establish ourselves as a company that designs, manufactures, markets and sells the Moto-Meter products, which are devices that provide moto-taxi fare metering and other communication capabilities. We currently have patent applications pending for our products in 56 countries. To achieve our objective, we have established our operational subsidiary in Thailand for product development and a presence in two additional potential markets, Brazil and Nigeria, and begun expanding our work force to be able to implement our business plan.

The Moto-Meter is in the verification build stage and the pre-production phase has been completed in Thailand. We anticipate expanding to Indonesia, and Vietnam during the second quarter of 2015 and in Brazil within the next 12 months. We will be outsourcing mass production for the Moto-Meter to a third party manufacturer in the coming weeks.

In conjunction with the opening of sales for the Moto Meter, we launched the App, which is a smartphone application. The App connects directly to the Moto-Meter™ via a secure Bluetooth connection, and can access data from the meter in real-time, giving users the ability to view ratings and a profile of the driver before getting on the bike.

As an element of mobile commerce, we have introduced "Yes," a concierge service where persons can order products and have the products delivered to their address by motor scooter. The Yes service has been going through testing and was launched on March 9, 2015 in Bangkok, Thailand. We expect Yes to go live in in the third quarter of 2015 in Kuala Lumpur, Malaysia. We also intend to launch Yes™ over the next 12 months in Cambodia.

We have procured our first customer for Wheelies in Thailand. We are focused on the development of Wheelies as a unique advertising product, which displays static and streaming media on the wheels of motorcycles and automobiles, providing a new mobile medium for advertising, broadcasting, self-expression and publishing. We have successfully completed a pre-production version of Wheelies and have successfully completed testing. We are currently in negotiations for an exclusive advertising arrangement on the Wheelies product.

In Thailand, we entered into a distribution agreement with Lucky Distributors, Ltd. ("Lucky"). Under the terms of this distribution agreement, Lucky has the non-exclusive right to distribute, sell and service the Moto-Meter and Moto-Meter accessories throughout Thailand and the surrounding border markets. Lucky is a national distribution company based in Thailand. It is also a preferred supplier for the Motorcycle Taxi Association of Thailand. We believe Lucky's reputation and relationship with the moto taxi community will help promote Moto-Meter in Thailand.

On October 30, 2013, we announced the signing of multiple letters of intent for the distribution of our flagship product, the Moto-Meter. To date, we signed letters of intent with qualified distributors in 7 countries. The distributors were selected for their ability to both sell and support our products as well as to protect our brand image in strategic markets. We are continuing discussions with dozens of further prominent distributors out of the hundreds of retail agents and operators that have contacted us expressing interest in the Moto-Meter and associated products. The letters of intent include authorizations to sell and support our flagship product, the Moto-Meter, as well as establishing priority for Wheelies and our other future products and services.

On December 2, 2013, World Moto Co. Thailand entered into a Purchase and Licensing Agreement (the "PL Agreement") with Mobile Advertising Ventures Ltd. ("MAV"). Pursuant to the terms of the PL Agreement, MAV will purchase 10 initial "Wheelies" from World Moto Co. Thailand at a purchase price of $35,000, and will have an option to purchase an additional 190 Wheelies at a purchase price of $3,500 per unit. World Moto Co. Thailand also grants a non-exclusive license to MAV for the use of its software in connection with the operation of the Wheelies in consideration for a fee based on net revenue per quarter from advertising sales relating to the use of the Wheelies. This sale will be completed during 2015.

We entered into discussions to mandate the use of Moto-Meters on all moto taxis within the city of Montes Claros, Brazil. Montes Claros is considered the "motorcycle taxi capital" of northern Brazil and an ideal city to launch the Moto-Meter in Brazil. We anticipate that a regulatory mandate here will act as a springboard into the potentially larger markets of Brazil's other highly populated cities.

In Africa, we established an office in Lagos, Nigeria. Previously, the officials in Nigeria have expressed strong interest in the Moto-Meter, and feedback from our initial discussions has been positive. Establishing a physical presence in the city is now essential for us as we enter the process of formalizing these discussions into a clear plan to introduce the Moto-Meter into Lagos and cities across Africa. On November 4, 2013, we were awarded a patent on the Moto-Meter technology until 2033 in Nigeria, a country with more than 3 million motorcycle taxis.

We have assembled an optimal number of employees, including experienced engineers in our research and development division at the Thailand Science Park. The development focus is simultaneously devoted to our advertising product, Wheelies, as well as our flagship product, the Moto-Meter.

In parallel with this, we have completed the work to adapt the Moto-Meter electronics so that it can pass all current and anticipated regulatory requirements of INMETRO, the National Institute of Metrology for Brazil, as well as other international regulatory agencies.

Additional work is currently being undertaken to improve the weatherization technology used in the Moto-Meter to enhance its ability to withstand environmental stresses, as well as work to provide a more generic Moto-Meter installation kit and wiring harness that will allow its installation into a wider variety of vehicles, such as auto rickshaws.

We plan to use outside consultants and service companies from time to time for various tasks in the sales, development and manufacturing of our products and product launch and distribution, under provider contracts, to the extent that we are not able to perform the required functions. Using such outside vendors may make a particular task more expensive, but we believe that using such experts should improve the outcome or speed up the timing of product development and time to market. There is no assurance that we will be able to control the costs and deliveries of such activities in the same manner as if we were performing the tasks ourselves, and therefore we are subject to the usual risks of using outside providers.

Estimated Expenses

The following provides an overview of our estimated expenses to fund our plan of operations for each of our products over the next 12 months. Funding will be with our current cash assets and may include future capital that we may have to raise.

		Estimated
Expenses		Description
Engineering		$	120,000
Additional Prototyping and Mechanical Construction		$	15,000
Initial Sales Training and Support		$	10,000
Production Tooling and NRE Charges		$	50,000
Development of Production Test Fixtures		$	50,000
Licensing and Certification		$	20,000
Components for Initial Production		$	65,000
Training and Equipment		$	45,000
Total		$	375,000

 

		Estimated
Description		Expenses
Establish Production and Support		$	35,000
Warranty Service		$	5,000
Total		$	40,000

		Estimated
Description		Expenses
Continued Development of Handset Application		$	50,000
Continued Development of Agent Handset Application		$	50,000
Establishment of Customer Service Center		$	5,000
Initial Awareness Campaign		$	35,000
Total		$	140,000

In order to execute on our plan of operations over the next 12 months, we will need to raise additional of working capital through debt or equity offerings. There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed. Any failure to secure additional financing may force us to modify or delay our business plan.

Results of Operations

Comparison of three-month and nine-month periods ended September 30, 2016 and 2015

We have generated no revenues for the nine month and nine-month period ended September 30, 2016 and 2015.

General and administration expenses for the three-month period ended September 30, 2016, amounted to $125,914 compared to $330,554 during the three-month period ended September 30, 2015. General and administration expenses for the nine-month period ended September 30, 2016, amounted to $257,648 compared to $910,344 during the nine-month period ended September 30, 2015. The company's incurred less operating expenses in 2016.

R&D expenses for the three-month period ended September 30, 2016 amounted to $0  compared to $106,582 during the three-month period ended September 30, 2015. R&D expenses for the nine-month period ended September 30, 2016 amounted to $0 compared to $331,056 during the nine-month period ended September 30, 2015. The Company's R&D department in Thailand laid off employees s therefore we incurred less R&D expense during 2016.

Other income for the three-month period ended September 30, 2016 amounted to $438,697 compared to expense of $851,859 during the three-month period ended September 30, 2015. The difference is due to the Company having higher interest expense in the prior period in addition to a loss in the fair value of the derivative liability. Other expenses for the nine-month period ended September 30, 2016 amounted to $377,839 compared to $1,509,362 during the nine-month period ended September 30, 2015. The difference is due to the Company having higher interest expense in the current nine month period.

For the three-month period ended September 30, 2016, we earned net income of $312,783 compared to a net loss of $1,182,413 for the three-month period ended September 30, 2015. For the nine-month period ended September 30, 2016, we incurred a net loss of $636,448 compared to a net loss of $2,419,706 for the nine-month period ended September 30, 2015. The change in net loss between the three month period ended September 30, 2016 and the nine month period ended September 30, 2015 is primarily due to the decrease interest expense and change in fair value of derivative.

As of September 30, 2016, we have $45,995 in current assets and $2,171,675 in current liabilities. Our total assets were $70,246 and our total liabilities were $2,171,675. We had $18,711 in cash and our working capital deficit was $2,101,429.

Cash Flows:

		For the three months ended
		September 30,
		2016				2015
Cash Flows from Operating Activities		$	(186,309	)		$	(745,974	)
Cash Flows from Investing Activities			-				-
Cash Flows from Financing Activities			191,242				610,202
Effects of Currency Translations			(1,000	)			(6,888	)
Net increase (decrease) in cash		$	(3,939	)		$	(142,605	)

On March 5, 2015, we entered into a Securities Purchase Agreement with an institutional investor pursuant to which we issued a convertible debenture in the principal and interest amount of $60,870 for a purchase price of $50,000 (8% original issue discount). Upon the effectiveness of a registration statement to be filed by the Company in connection therewith, such investor will purchase an additional convertible debenture in the principal amount of $489,130 for a purchase price of $450,000 (8% original issue discount), for a total aggregate principal amount of $543,478 for a purchase price of $500,000.

On March 26, 2015, the Company completed an offering by entering into a Securities Purchase Agreement with Macallan Partners for an aggregate principal and interest amount of 112,000 (the "Purchase Price") with a $12,000 OID and $7,500 in Deferred Financing Costs-Broker Fees in the form of a convertible note.

Given our cash position of $18,711 as of September 30, 2016, and the proceeds from the equity financings, management believes that our cash on hand and working capital are sufficient to meet our current anticipated cash requirements through December 31, 2016.

We have incurred an accumulated loss of $6,870,612 since inception. Our independent auditors have issued an audit opinion for our financial statements for the periods ended December 31, 2015 and 2014, which includes a statement expressing substantial doubt as to our ability to continue as a going concern due to our limited liquidity and our lack of revenues.

Our current cash requirements are significant due to planned development and marketing of our current products, and we anticipate generating losses. We planned to obtain $556,000 which will allow us to execute on our business strategy over the next 12 months, commensurate with the goals for our planned marketing, development and distribution efforts – we are actually targeting an additional $1,000,000 over the next 12 months in additional working capital in order to increase our growth plans on an expedited basis.

Our management believes that we should be able to raise sufficient amounts of working capital through debt or equity offerings, as may be required to meet our short-term obligations. However, the incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Additionally, our ability to raise additional capital may be limited due to the grant of a security interest on all of the assets of the Company to secure the obligations under the convertible debentures issued on April 4, 2014 and the convertible debenture issued on March 5, 2015. Changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future. We anticipate continued and additional marketing, development and distribution expenses. Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months, as we look to expand our asset base and fund marketing, development and distribution of our products.

There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed. Any failure to secure additional financing may force us to modify our business plan. In addition, we cannot be assured of profitability in the future.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

We believe the following is among the most critical accounting policies that impact or consolidated financial statement. We suggest that our significant accounting policies, as described in our financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations.

The functional currency of our subsidiary is the Thai Baht. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods.

For financial reporting purposes, the financial statements of the subsidiary are translated into the Company's reporting currency, United States Dollars ("USD"). Asset and liability accounts are translated using the closing exchange rate in effect at the balance sheet date, equity account and dividend are translated using historical exchange rates and income and expense accounts are translated using the average exchange rate prevailing during the reporting period.

Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholder's equity (deficit).

The Company recognizes revenue only when all of the following criteria have been met:

•	Persuasive evidence of an arrangement exists;
•	Delivery has occurred or services have been rendered;
•	The fee for the arrangement is fixed or determinable; and
•	Collectibility is reasonably assured.

Persuasive Evidence of an Arrangement - The Company documents all terms of an arrangement in a written contract signed by the customer prior to recognizing revenue.

Delivery Has Occurred or Services Have Been Performed - The Company performs all services or delivers all products prior to recognizing revenue. Monthly services are considered to be performed ratably over the term of the arrangement. Professional consulting services are considered to be performed when the services are complete. Equipment is considered delivered upon delivery to a customer's designated location.

The Fee for the Arrangement Is Fixed or Determinable - Prior to recognizing revenue, a customer's fee is either fixed or determinable under the terms of the written contract. Fees for most monthly services, professional consulting services, and equipment sales and rentals are fixed under the terms of the written contract. Fees for certain monthly services, including certain portions of networking, storage, and content distribution and caching services, are variable based on an objectively determinable factor such as usage. Those factors are included in the written contract such that the customer's fee is determinable. The customer's fee is negotiated at the outset of the arrangement and is not subject to refund or adjustment during the initial term of the arrangement.

Collectibility Is Reasonably Assured - The Company determines that collectibility is reasonably assured prior to recognizing revenue. Collectibility is assessed on a customer by customer basis based on criteria outlined by management. New customers are subject to a credit review process, which evaluates the customer's financial position and ultimately its ability to pay. The Company does not enter into arrangements unless collectibility is reasonably assured at the outset. Existing customers are subject to ongoing credit evaluations based on payment history and other factors. If it is determined during the arrangement that collectibility is not reasonably assured, revenue is recognized on a cash basis.

Revenues from licensees include a royalty based on a percent of sales, and may include initial fees. Continuing royalties are recognized in the period earned. Initial fees are recognized upon granting of a new franchise term, which is when the Company has performed substantially all initial services required by the franchise arrangement. Additionally, the first twelve months of operations are royalty free for the franchisee.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the quarterly period ended March 31, 2015, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the quarterly period ended March 31, 2015 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's (the "SEC") rules and forms. This conclusion is based on findings that constituted material weaknesses. 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 the Company's interim financial statements will not be prevented or detected on a timely basis.

In performing the above-referenced assessment, our management identified the following material weaknesses:

i)

We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

 

	ii)	We do not have an audit committee. While not being legally obligated to have an audit committee, it is the management's view that to have an audit committee, comprised of independent board members, is an important entity-level control over our financial statements.
	iii)	We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud-related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and a functioning Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarterly period ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On March 26, 2015, we entered into a convertible promissory note with Macallan Partners for the principal amount of $112,000 for a purchase price of $100,000.

The issuance of the convertible promissory note was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit	Description
No.
3.1	Articles of Incorporation (incorporated by reference to our Annual Report on Form 10-K filed on April 16, 2015).
3.2	By-laws (incorporated by reference to our Registration Statement on Form S-1, as filed with the SEC on June 25, 2010).
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 *	Interactive Data Files

* Filed herewith.

 

SIGNATURES

Pursuant to the requirements 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.

	WORLD MOTO, INC.
Dated: September 6, 2017	By:	/s/ Paul Giles
		Paul Giles
		Chief Executive Officer (Principal Executive Officer)
Dated: September 6, 2017	By:	/s/ Lisa Ziomkowski-Boten
		Lisa Ziomkowski-Boten
		Treasurer (Principal Financial Officer and Principal
		Accounting Officer)