UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 121, 2022

_____________________________________

MOTOS AMERICA INC

(Exact name of registrant as specified in its charter)

_____________________________________

Nevada	000-52879	39-2060052
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

510 South 200 West, Suite 110

Salt Lake City, Utah 84101

(Address of principal executive offices)

801 386 6700

(Issuer’s Telephone Number)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares .001 Par Value	WECT	NA

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 8-K to the "Company," "we," "us" or "our" are to Motos America Inc. on a consolidated basis.

SECTION 1 — REGISTRANT'S BUSINESS AND OPERATIONS

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Effective~~At at a ~~date~~Special toJoint beMeeting ~~determined~~of ~~in May, 2022~~ the ~~Company~~Board ~~will begin an offering~~ of ~~its~~Directors ~~securities~~and ~~under Rule 506(c) of Regulation D, as promulgated by~~ the ~~United States Securities~~Shareholders ~~and~~of ~~Exchange Commission. Rule 506(c) will permit~~ the Company toheld ~~broadly~~the ~~solicit and~~1st ~~generally~~day ~~advertise~~of ~~this~~June, ~~offering~~2022, ~~provided~~two ~~that~~new ~~all~~independent ~~purchasers~~directors inwere ~~the~~elected ~~offering~~to ~~are~~serve ~~accredited~~on ~~investors.~~the ~~The~~Board ~~Company~~of ~~plans to take~~Directors, ~~reasonable steps~~ to ~~verify~~serve ~~purchasers'~~until ~~accredited~~the ~~investor~~next ~~status~~Annual ~~and~~Meeting toof ~~ensure~~the ~~that~~Shareholders ~~certain~~of ~~other~~the ~~conditions~~Company, inunless ~~Regulation~~sooner Dterminated ~~are~~or ~~satisfied~~resigned.

The Company will offer for sale the following securities, in a maximum combined amount of $14,492,500.00:

Name	Age	Title
Jennifer Danielson	50	Director
Brent L. Brown	62	Director

1.Jennifer ~~2,250,000 Common Voting Shares at $3~~Danielson.33 ~~per~~For ~~share.~~over ~~Maximum~~20 $7years,~~492,500 offered~~ Ms. 2.Danielson ~~2,000~~has ~~Series~~advised Cpolicy ~~Convertible~~makers ~~Bonds~~and atpolitical ~~$1,000~~leaders ~~per~~on ~~bond.~~health ~~Maximum~~competition ~~$2,000,000~~and ~~offered. 3. 2~~impacts,~~000~~ ~~Series~~earning Dher ~~Convertible~~the ~~Bonds~~reputation atas ~~$1,000~~a ~~per~~national influencer ~~bond.~~in ~~Maximum~~advancing ~~$2,000,000 offered~~policy. ~~4. 3,000 Series E Convertible Bonds at $1,000 per bond. Maximum $3,000,000 offered.~~

~~This~~As ~~Offering~~President ~~will~~of beRegence ~~made~~Blue onCross Blue Shield of Utah, she radically changed the competitive trajectory for a ~~“best~~$1B ~~efforts”~~division of a $9B+ health care company (Cambia Health Solutions) by ~~basis~~leveraging ~~with~~her nocomprehensive ~~minimum~~understanding of the market and ability to navigate complex challenges.

~~The~~Jennifer ~~Company~~served ~~has~~as ~~entered~~a ~~into~~trusted aadvisor ~~“Lead~~to ~~Broker~~the ~~Engagement~~senior ~~Agreement”~~leadership ~~with~~and ~~CIM~~board ~~Securities~~while at Cambia. During her tenure, ~~LLC~~she also served as an executive leader for M&A activities and joint partnerships to expand the customer base, ~~(“CIM”)~~improve ofquality, ~~Colorado.~~and ~~CIM~~apply ~~will~~innovation ~~act~~for asimmediate and future competitive capability. She led the ~~placement~~company’s ~~agent~~COVID-19 response in ~~this~~relation ~~offering~~to regulators and elected officials, creating clear criteria and priorities for guiding rapid changes to serve the needs of customers and limit financial risk.

~~CIM~~In isrecent anyears, ~~independent~~Jennifer ~~investment~~has ~~bank~~served ~~that~~as ~~serves~~an ~~micro-cap~~expert ~~and~~resource ~~small-cap~~to ~~companies~~equity ~~by providing capital raising solutions~~ and ~~also~~investment ~~merger~~firms ~~and~~regarding ~~acquisition~~health ~~services~~care financing, pay-for-performance ~~companies~~trends, ~~seeking growth capital or services. CIM also caters to individual investors providing comprehensive brokerage~~ and ~~money~~collaboration ~~management solutions~~opportunities. ~~CIM~~She ~~Securities~~now ~~provides~~serves ~~institutional~~as ~~investors~~Chief ~~and~~Growth ~~individual~~Officer ~~investors~~for ~~periodic~~Collective ~~opportunities~~Health, toresponsible ~~participate~~for inscaling ~~public~~the ~~offerings~~company’s ~~and private~~vision ~~placements~~ of ~~public~~empowering orindividuals and ~~private~~employers, ~~companies.~~where ~~The~~she ~~agreement~~is ~~(attached~~primarily ~~hereto)~~focused ~~with~~on ~~CIM~~partnership ismanagement ~~summarized~~and ~~as follows:~~development.

1.Jennifer ~~Scope.~~completed ~~CIM~~her ~~will~~Bachelor ~~act as the placement agent for up to $14,492,500.00 worth~~ of ~~the~~Arts ~~Company’s securities by soliciting accredited investors~~ and Juris asDoctorate ~~the~~at ~~managing broker. The Company has engaged CIM to consult with and advise~~ the ~~Company~~University ~~with respect to the sale~~ of ~~these~~Utah ~~Securities~~ and ~~anything~~Honors ~~incidental~~International ~~thereto,~~Exchange asProgramme ~~directed~~at byCambridge ~~the Company~~University. 2. Exclusivity Period. The sale of the Securities described in this Memorandum shall be handled exclusively by CIM. The exclusivity period shall expire after the first three (3) months (“Term”) from the date of the offering, or terminate upon ten days (10) written notice by either party. After the exclusive term, the Agreement shall become non-exclusive and continue on a “month-to-month” basis until either Party cancels. 3. Fees and Compensation. The Company has agreed to pay CIM the following fee and other compensation: success fee, transaction success fees, placement agent warrants, advisory fee, expense reimbursement, escrow account, and finder's fees. The Company agrees to compensate CIM 7% of CIM placed Securities, 3% for securities placed by outside brokers and managed by CIM, and 1% for investments sourced by Motos America. CIM will receive warrants based on the total amount of shares associated with the offering as placed either directly through CIM and/or their affiliated brokers/dealers. In lieu of exercising their warrants, CIM may choose to receive common shares equal to the difference between the strike price and the current fair market value as of a particular date.

~~Additionally, Shares~~With ~~may~~a bestellar ~~purchased~~track orrecord ~~sold~~of bysuccess ~~officers,~~in catalyzing ~~directors,~~growth ~~employees~~for ~~and~~complex ~~affiliates~~organizations ofand ~~the~~advancing ~~Company~~healthcare policy, ~~which~~Jennifer ~~persons~~ will ~~not~~provide ~~receive~~the ~~any~~Board ~~compensation~~of Directors with a well-rounded ~~based~~background onspanning ~~the~~P&L, ~~success~~Government/Regulatory, ofLegal, ~~the~~and ~~offering~~M&A.

~~The~~Brent ~~following~~L. ~~table~~Brown. ~~sets~~Mr. ~~forth~~Brown ~~the~~has ~~current~~spent a ~~equity~~lifetime ~~capitalization~~in ofAutomotive Dealerships. In 1999 Mr. Brown founded Brent Brown Toyota in 1999. Brent Brown Toyota was Utah's largest volume ~~the~~new ~~Company~~car dealership in 2016, ~~and~~outselling ~~the~~every ~~capitalization~~dealership of ~~the~~every ~~Company~~brand. onThe adealership ~~fully~~was ~~diluted~~also ~~basis,~~recognized ~~i.e.~~in ~~accounting~~early 2017 for being the #1 ~~Maximum~~Metro ~~Offering~~Toyota dealership in the United States in Customer Retention, asToyota's ~~well~~measure asfor ~~the~~loyal customers who purchase again and again ~~conversion~~from the same dealer. The dealership is also an eight-time winner of ~~all~~Toyota's ~~debt~~prestigious ~~into~~President's ~~equity~~Award, asToyota's ~~well~~highest asrecognition for ~~the~~a ~~exercise~~well-run, ofcustomer ~~all~~focused ~~warrants~~dealership and ~~options~~was ~~that~~voted ~~could~~"Utah beCounty's ~~outstanding~~Favorite ifNew Car Dealer" in 2017 for the ~~506c~~fourth ~~offering~~year isin ~~fully~~a ~~subscribed~~row by the readers of Utah Valley Magazine.

	Common Shares	Current %	% Fully Diluted
Current Equity Structure
Public Holders/Investors(1)	1,283,300	19.7%	9.63%
Vance Harrison (2)	5,226,700	80.3%	39.22%
Sub- Current Shares	6,510,000		48.85%
Dilutive Events
Employee Stock Options (3)	1,500,000		11.26%
New 506c Offering (Max Offering)
Common Shares	1,500,000		11.26%
Shares Underlying C Bonds	500,000		3.75%
Shares Underlying D Bonds	456,000		3.42%
Shares Underlying E Bonds	466,200		3.50%
Underwriter Warrant	245,000		1.84%
Prior Offering
Shares Underlying A Bonds	420,000		3.15%
Shares Underlying B Bonds	280,000		2.10%
Shares Underlying A Debentures	749,999		5.63%
Shares Underlying A Warrants	700,000		5.25%
Subtotal Dilutive Events	6,817,199		51.15%
Total	13,327,199		100.00%

Brent was the recipient of the Ernst & Young Entrepreneur of the Year Award in 2003. Brent was also selected to be the President of the Utah Auto Dealers Association and was chosen by Toyota to be one of 13 dealers in the United States to serve on Toyota's National Dealer Council and represent the more than 1250 Toyota dealers in the United States in dealing with the manufacturer in the USA and in Japan. Brent has also served in two Utah Governor appointed positions, serving on the Utah State Board of Regents, which oversees higher education in Utah, and on the Governor's Office of Economic Development Board (GOED). Mr. Brown will provide the Board of Directors a depth of experience in the operation of motor vehicle dealerships, in addition to his passion as a rider.

~~(1)~~Compensation. NoThe ~~single~~compensation of these new independent directors ~~holder~~is innot ~~this~~currently ~~group~~the ~~owns~~subject 5%of Board Resolution, or ~~more~~other ofwritten ~~common~~contract, ~~shares~~but these members anticipate being paid a reasonable fee, together with expenses incurred in attending Board meetings.

~~(2)~~Committees. ~~Includes~~Each of these new directors will serve on the newly ~~conversion~~formed Compensation Committee of ~~preferred~~the ~~shares~~Company, along with Vance Harrison, Chief Executive Officer and Director.

~~(3)~~The ~~Entire authorized~~Board ~~pool,~~of ~~vesting~~Directors ~~over~~of 1the -Company 5as ~~years,~~presently ~~no voting rights until options are exercised.~~constituted:

A copy of the Lead Broker Engagement Agreement with CIM Securities LLC is attached hereto. [Link to agreement]

Name	Age	Title
Vance Harrison	48	Chief Executive Officer, Director
Terina Liddiard	53	Chief Financial Officer, Secretary/Treasurer Director
Taylor Brody	29	Director
Jennifer Danielson	55	Director
Brent L. Brown	62	Director

3CORPORATE HISTORY

~~CORPORATE HISTORY~~General

~~General~~The Company was incorporated under the laws of the State of Nevada on April 25, 2007 under the name “Contact Minerals Corp.” The Company’s securities traded under the symbol “CNTM” and later “CNTM” after a 2-for-1 forward split in February of 2009.

~~The~~From ~~Company~~the ~~was~~date ~~incorporated~~of ~~under~~incorporation until the ~~laws of~~summer of 2017, the ~~State~~Company ofwas ~~Nevada~~an onexploration ~~April~~stage 25company, ~~2007~~engaged ~~under~~in the ~~name~~acquisition ~~“Contact~~and ~~Minerals~~exploration ~~Corp~~of mineral properties. The Company was also a “shell company” with no meaningful assets or operations that attempted to identify and merge with an operating company. The Company’s ~~securities~~principal ~~traded~~business ~~under~~ address was in Vancouver, BC, Canada, and the ~~symbol~~Company ~~“CNTM”~~was directed by Kerry McCullagh, who served as Director, Chief Executive Officer, Chief Financial Officer, President, Secretary and ~~later~~Treasurer, ~~“CNTM”~~along ~~after~~with ahis ~~2-for-1~~father ~~forward~~William ~~split~~McCullagh and inAlex ~~February~~Langer ofwho ~~2009~~also served as Directors.

From the date of incorporation until the summer of 2017, the Company was an exploration stage company, engaged in the acquisition and exploration of mineral properties. The Company was also a “shell company” with no meaningful assets or operations that attempted to identify and merge with an operating company. The Company’s principal business address was in Vancouver, BC, Canada, and the Company was directed by Kerry McCullagh, who served as Director, Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, along with his father William McCullagh and Alex Langer who also served as Directors.3

Effective August 29, 2017, the Company and Kerry McCullagh entered into a stock purchase agreement with Shiong Han Wee and Kwueh Lin Wong. Under the terms of the Stock Purchase Agreement Messrs. Wee and Wong agreed to purchase 7,000,000 shares from the Seller and 78,770,000 shares from the Company. As result of this transaction, a total of 94,440,000 shares of Common Stock of the Company were issued and outstanding, of which approximately 90% were controlled directly by the Messrs. Wee and Wong.

Upon the consummation of the sale the executive officers and directors resigned from all of their positions with the Company, and Messrs. Wee and Wong were appointed to take their place.

Effective November 6, 2017, the Company changed its name to “WECONNECT Tech International, Inc.” and its trading symbol to “WECT.” The principal business office moved to Malaysia.

Effective June 8, 2018, the Company acquired 99.662% of the issued and outstanding securities MIG Mobile Tech Berhad (“MTT”), a payment-solution provider, and the Company entered into the payment solution business with a focus on users located in Malaysia.

The Company was never able to profitably operate the MTT business. The Company incurred a net operating loss of $1,103,166 for the year ended July 31, 2020, and an accumulated deficit of $7,638,503 as of July 31, 2020.

On June 20, 2021, the Company and Mr. Ng Chee Chun entered into a Share Sale Agreement to sell the shares of MTT held by the Corporation for di minimus consideration.

On September 27, 2021, the Company and certain other sellers of shares including Mr. Shiong Han Wee, director of the company, entered into a Sale and Purchase Agreement pursuant to which an aggregate of 436,482,690 shares of common stock of the Company and 10,000,000 shares of Series A Preferred Convertible Stock was sold. The Preferred Stock was issued to Mr. Shiong Han Wee as payment in full of all amounts owed by the Company to Mr. Wee, prior to the sale.

4After this transaction, Mr. Vance Harrison became the beneficial owner of the common shares and Convertible Preferred Stock, together constituting approximately 91% of the issued and outstanding common stock of the Company (as determined on an as-converted basis).

~~After~~Pursuant ~~this~~to ~~transaction, Mr. Vance Harrison became~~ the ~~beneficial~~terms ~~owner~~ of the ~~common~~Stock ~~shares~~Purchase ~~and Convertible Preferred Stock~~Agreement, the ~~together~~Board ~~constituting~~appointed ~~approximately 91% of~~ the ~~issued~~following ~~and~~individuals ~~outstanding common~~to ~~stock~~serve ofin the ~~Company~~offices ~~(as~~set ~~determined~~forth onnext anto ~~as-converted~~their ~~basis).~~names:

~~Pursuant~~Name toPosition ~~the~~Vance ~~terms~~Harrison ofChief ~~the~~Executive ~~Stock~~Officer, ~~Purchase~~President ~~Agreement, the~~and ~~Board~~Director ~~appointed~~Terina ~~the~~Liddiard ~~following~~Chief ~~individuals~~Financial toOfficer, ~~serve~~Secretary inand ~~the~~Director ~~offices~~Taylor ~~set~~Brody ~~forth~~Chief ~~next~~Marketing toOfficer ~~their~~and ~~names:~~Director

~~Name~~All ~~Position~~previous ~~Vance~~board ~~Harrison~~members ~~Chief~~resigned ~~Executive~~from ~~Officer,~~their positions ~~President~~with ~~and~~the ~~Director Terina Liddiard Chief Financial Officer, Secretary and Director Taylor Brody Chief Marketing Officer and Director~~Company.

~~All~~In ~~previous~~November, ~~board~~2021 ~~members~~the ~~resigned~~Company ~~from~~filed ~~their~~Articles of ~~positions~~Amendment with the State of Nevada whereby it changed its name to “Motos America Inc.” Concurrent with the name change, the Company adopted a new business model.

In November, 2021 the Company filed Articles of Amendment with the State of Nevada whereby it changed its name to “Motos America Inc.” Concurrent with the name change, the Company adopted a new business model.4

The Company considers itself as a lifestyle company. The Company buys and operates BMW Motorcycles, Triumph Motorcycles and Ducati Motorcycles dealerships. These brands are not sold as practical transportation; instead they are luxury items that buyers consume as part of a more exclusive lifestyle choice. In the view of the Company, this industry is ripe for consolidation. This industry disruption is similar to what has occurred in the automotive dealership niche. The Company believes that consolidation in this niche will invite the same advantages of scale associated with auto-dealer consolidations, namely better operating results flowing from professional management, branding and marketing opportunities, and volume purchasing. As of the date of the Memorandum, the Company has acquired 4 dealerships, and has a Letter of Intent to acquire 3 more. In addition, the Company is in the process of developing a new “open point” dealership in Atlanta, GA.

Since November 2021, and under what the Company believes to be exemptions from the registration requirements of the Securities and Exchange Act of 1934, as amended, the Company has raised approximately $5 million USD from private investors in the form of equity and convertible debt. This private placement of securities was terminated on or about the 18^th day of April, 2022. The Company anticipates raising an additional $40 Million to accomplish the Company’s short-term-objective of owning 45 dealerships within 3 years.

In February 2022, Kris Odwarka became the President of the Company. Mr. Vance Harrison, who he replaced in this office, continued with the Company as its Chief Executive Officer, and as a member of the Board of Directors. Mr. Odwarka brings a wealth of experience in the Powersports industry to the Company. Over a 29-year span he has worked in various roles with European motorcycle and automotive manufacturers, including serving as the Vice President for North America of BMW Motorrad, and as the President of Husqvarna USA.

On March 15^th the Company completed the purchase of its first BMW Motorcycle dealership in Nashville, TN. The Company intends to purchase additional BMW, Triumph, and Ducati motorcycle dealerships across the U.S. as they become available, and as Company resources allow.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~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, hereunto duly authorized.~~Exhibits

Motos America Inc. By /s/ Vance B. Harrison Name: Vance B. Harrison Title: Chief Executive Officer

Exhibit No.		Description

99.1		Press Release dated June 6, 2022.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Date: May 12, 2022~~5

5SIGNATURES

~~INDEX~~Pursuant TOto ~~EXHIBITS~~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, hereunto duly authorized.

Exhibit No.		Description
99.1		Lead Broker Engagement Agreement with CIM Securities LLC

	Motos America Inc.

	By	/s/ Vance B. Harrison
		Name: Vance B. Harrison Title: Chief Executive Officer

Date: June 8, 2022

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