SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO CURRENT REPORT ON FORM 8-K
FILED WITH THE COMMISSION ON MARCH 31, 1997
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 27, 1998
Coates International, Inc.
Exact name of Registrant as specified in charter)
Delaware 33-94884 22-2925432
(State or other (Commission (IRS employer
jurisdiction of file number) identification
incorporation no.)
Highway 34 & Ridge Road, Wall, New Jersey 07719
(Address of principal executive office) Zip Code
Registration telephone number, including area code: (732) 449-7717
Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits.
(a),(b): Not applicable.
(c): Exhibits (2): Registrant hereby files as an
exhibit to its Current Report filed on Form 8-K with the Securities and
Exchange Commission on March 31, 1998, a copy of Letter, dated April 1,
1998, addressed to the Securities and Exchange Commission from Moore
Stephens, P.C., received by Coates International, Ltd. on April 2,
1998, in accordance with Item 601 (16) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Amendment No. 2
to Registrant's Current Report to be signed on its behalf by the
undersigned
hereunto duly authorized.
April 2, 1998 Coates International, Ltd.
By: s/George J. Coates
George J. Coates, President
coates2.8kA
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MOORE STEPHENS, P.C.
Certified Public Accountants
April 1, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Coates International Ltd. (the copy of the
facsimile received containing such statements is attached), which we understand
will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of
the Company's Form 8-K report for the month of March, 1997. In addition to the
events reported in such Form 8-K, with which we agree, we need to point out a
technical inaccuracy in the statements made as described in the following
paragraph.
Coates International Ltd made the following statement:
"Moore Stephens, P.C. issued a qualified opinion in its audit
report of Registrant's financial statements for the fiscal
years ended December 31, 1996 and December 31, 1995, dated
January 24, 1997, wherein Moore Stephens, P.C. expressed
uncertainty as to whether Registrant would be able to continue
its operation and business as a going concern."
The reporting standards of generally accepted auditing standards state that
certain circumstances, while not affecting the auditor's unqualified opinion,
may require that the auditor add an explanatory paragraph to the auditor's
standard report. The report of Moore Stephens, P.C. dated January 24, 1997,
contained such an explanatory paragraph describing conditions relating to Coates
International, Ltd. that raised substantial doubt about its ability to continue
as a going concern at December 31, 1996. Such explanatory paragraphs are not
"qualified" opinions as such statement is made in Coates International ltd.'s
Form 8-K.
Very truly yours,
s/Moore Stephens, P.C.
Moore Stephens, P.C.
Cranford Office, 340 North Avenue, Cranford, N.J. 07016-2496
coates2.8ka
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