SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): 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 4. Changes in Registrant's Certifying Accountant.
(a)
304(a)(1)(i): Moore Stephens, P.C., Registrant's former
independent accountant previously engaged as the principal accountant
to audit the Registrant's financial statements, was dismissed on March
27, 1998.
(a)(1)(ii): 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 operations and businesses as a
going concern.
(a)(1)(iii): The Registrant's Board of Directors recommended
and approved the dismissal of Moore Stephens, P.C. and the hiring of
Rosenberg Rich Baker Berman & Company Certified Public Accountants, 380
Foothill Road, Bridgewater, New Jersey as the Registrant's principal
independent accountant.
(a)(1)(iv)(A),(B) and (C): Registrant is unaware of any
disagreements between Registrant and Moore Stephens, P.C. on any matter
of accounting principles or practices, financial statement disclosures,
or auditing scopes or procedures during Registrant's fiscal years ended
December 31, 1996 and December 31, 1995, reported upon by Moore
Stephens, P.C.
(a)(1)(v)(A),(B) and (C): Not applicable.
(a)(1)(v)(D)(3): Registrant has provided its former
accountant, Moore Stephens, P.C., with a copy of the disclosures set
forth in this Current Report filed on Form 8-K, requesting it to
furnish the Registrant with a letter addressed to the Securities and
Exchange Commission (the "Commission") stating whether it agrees with
the statements contained herein and, if not, setting forth in said
letter the respects in which it does not agree. Registrant undertakes
to file any letter received from Moore Stephens, P.C. in response
hereto as an exhibit to this Current Report filed on Form 8-K by
amendment on the earlier date of (a) 10 days from the date this Current
Report on Form 8-K is filed with the Commission, or, (b) within two
business days of Registrant's receipt of such letter.
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Item 7. Financial Statements and Exhibits.
(a),(b): Not applicable.
(c): Exhibits (1): The Letter to Moore Stephens,
P.C., dated March 31, 1998, re change in certifying accountants is
filed herewith 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 report to be
signed on its behalf by the undersigned hereunto duly authorized.
March 31, 1998 Coates International, Ltd.
By: s/George J. Coates
George J. Coates, President
coates.8k
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