Changes in Registrant’s Certifying Accountant.

Prior Independent Registered Public Accounting Firm

On January 5, 2017, Leo Motors, Inc. (the “Company”) was notified that Scrudato & Co., PA (“Scrudato”), the Company’s independent registered public accounting firm, had had its PCAOB license revoked. The Company therefore terminated its engagement of Scrudato and notified Scrudato of its dismissal.

The reports of Scrudato on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2014 and December 31, 2015 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s two most recent fiscal years ended December 31, 2014 and 2015, and for the subsequent period through the date of this report, there were no disagreements with Scrudato on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Scrudato, would have caused Scrudato to make reference to the subject matter of the disagreements in connection with its reports on the financial statements for such years. Additionally, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has requested that Scrudato furnish it with a letter addressed to the SEC stating that it agrees with the above statements. A copy of such letter dated January 5, 2017 is attached hereto as Exhibit 16.1.

New Independent Registered Public Accounting Firm

On January 5, 2017, the Company engaged DLL CPAs, LLC (“DLL”) to serve as the Company’s independent registered public accounting firm, effective January 5, 2017. During the Company’s two most recent fiscal years and through the date of this report, the Company did not consult with DLL regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, (b) the type of audit opinion that might be rendered on the Company’s financial statements by DLL, in either case where a written report or oral advice provided by DLL that DLL determined would be an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues or (c) any other matter that was the subject of a disagreement between the Company and its former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

16.1 Letter dated January 5, 2017 from Scrudato & Co., PA

About LEO MOTORS, INC. (OTCMKTS:LEOM)

Leo Motors, Inc. is engaged in the development, assembly and sale of the energy storage devices and electric vehicle components. The Company operates through the sale and manufacture of specialized electric vehicle segment. The Company, through its subsidiary, Leo Motors, Co. Ltd., is engaged in the research and development of multiple products, prototypes and conceptualizations. It operates through four unincorporated divisions: new product research and development (R&D), post R&D development, such as product testing, production, and sales. Its products include E-Box electric energy storage system for solar and wind power generation devices, and electric vehicle (EV) components that integrate electric batteries with electric motors, such as EV Controllers that use a mini-computer to control torque drive. It has developed electric power train systems (EPTS) of power rating, including over three Kilowatts, five Kilowatts, 7.5 Kilowatts, 15 Kilowatts, 30 Kilowatts and 60 Kilowatts.

LEO MOTORS, INC. (OTCMKTS:LEOM) Recent Trading Information

LEO MOTORS, INC. (OTCMKTS:LEOM) closed its last trading session up +0.004 at 0.115 with 257,518 shares trading hands.