COATES INTERNATIONAL LTD \DE\
10QSB/A, 1998-10-01
MOTOR VEHICLE PARTS & ACCESSORIES
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                                 FORM 10-QSB/A1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


               [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                         For Quarter Ended June 30, 1998

                                       OR

               [ ]TRANSITION REPORT PURSUANT O SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the Transition Period from _______ to _______

                         Commission file number 33-94884

                           COATES INTERNATIONAL, LTD.
             (Exact Name of Registrant as Specified in its Charter)

                               Delaware 22-2925432
                (State or other Jurisdiction of (I.R.S. Employer
               Incorporation or Organization) Identification No.)

          Highway 34 & Ridgewood Road, Wall Township, New Jersey 07719
               (Address of Principal Executive Office) (Zip Code)

                                 (908) 449-7717
               (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.
                                    Ye s X No

    The number of shares of Registrant's Preferred Stock Series A, $0.001
    par  value,  outstanding  as  of  June  30,  1998,  was  6,572,424 shares.

                                        1

<PAGE>



                           Coates International, Ltd.
                          (A Development Stage Company)
                                  Balance Sheet
                                  June 30, 1998
                                   (Unaudited)
                                   (Restated)


<TABLE>
<CAPTION>


      Assets

Current Assets
<S>                                                                                                 <C>             
   Cash                                                                                             $        203,555
   Restricted cash                                                                                           112,000
                                                                                                      --------------

      Total Current Assets                                                                                   315,555
                                                                                                      --------------

Property, Plant and Equipment, - Net of Accumulated Depreciation of $355,771                               1,580,448
                                                                                                      --------------

Other Assets
   Mortgage Loan Costs, Net of Accumulated Amortization of $0                                                 39,461
   Deposit                                                                                                     2,500
                                                                                                      --------------

      Total Assets                                                                                         1,937,964
                                                                                                      ==============

      Liabilities and Stockholders' Equity

Current Liabilities
   Mortgage payable                                                                                          500,000
   Accounts payable and accrued expenses                                                                     886,881
   Accrued interest payable                                                                                  106,559
   Due to stockholder                                                                                          5,462
                                                                                                      --------------

        Total Current Liabilities                                                                          1,498,902
                                                                                                      --------------

Stockholders' Equity
     Preferred stock, Series A, $.001 par value,  14,000,000 shares authorized -
       voting,  non-cumulative  convertible,  6,572,424  shares issued and 
       outstanding                                                                                             6,572
     Common stock,  $.001 par value,  20,000,000  shares authorized - no shares
       issued - Additional paid-in capital                                                                10,582,158
     Deficit  accumulated during the development stage                                                   (10,149,668)
                                                                                                      --------------

        Total Stockholders' Equity                                                                           439,062
                                                                                                      --------------
                                                                                                    $      1,937,964
        Total Liabilities and Stockholders' Equity
                                                                                                      ==============



</TABLE>


See notes to the condensed financial statements.

                                        2

<PAGE>





                           Coates International, Ltd.
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>





                                                                                                                Period From
                                                                                                                 August 31,
                                                                                                               1988 (Date of
                                                                                                                 Inception)
                                                                                                                  Through
                                                                                                                  June 30,
                                                                                                                    1998
                                                                                                              ----------------
                                             Three Months Ended                   Six Months Ended
                                                 March 31,                            June 30,
                                      --------------------------------    ---------------------------------   ----------------
                                           1998             1997               1998              1997
                                      ---------------  ---------------    ---------------   ---------------   ----------------
                                        (Unaudited)      (Unaudited)        (Unaudited)       (Unaudited)       (Unaudited)
                                      ---------------  ---------------    ---------------   ---------------   ----------------
                                        (Restated)                          (Restated)                           (Restated)
                                      ---------------                     ---------------                     ----------------

<S>                                 <C>               <C>                <C>               <C>              <C>               
Revenue                             $               - $              -   $              -  $              - $          687,375
                                      ---------------  ---------------    ---------------   ---------------   ----------------

Operating Expenses:
   Research and development costs              91,808           64,744            184,548           136,191          3,237,770
   General and administrative
      expenses                                123,415          347,151            212,808           572,911          7,156,878
   Depreciation expense                             -            6,419              1,606            19,950            321,276
                                      ---------------  ---------------    ---------------   ---------------   ----------------

      Total Operating Expenses                215,223          418,314            398,962           729,052         10,715,924
                                      ---------------  ---------------    ---------------   ---------------   ----------------

   Loss From Operations                     (215,223)        (418,314)          (398,962)         (729,052)       (10,028,549)
                                      ---------------  ---------------    ---------------   ---------------   ----------------

Other Income (Expense):
   Interest income                                298                7                392                13            125,258
   Interest expense                           (3,781)          (3,600)            (7,381)           (7,200)          (246,377)
                                      ---------------  ---------------    ---------------   ---------------   ----------------

      Total Other Income (Expense)            (3,483)          (3,593)            (6,989)           (7,187)          (121,119)
                                      ---------------  ---------------    ---------------   ---------------   ----------------

Net (Loss)                          $       (218,706) $      (421,907)   $      (405,951)  $      (736,239) $     (10,149,668)
                                      ===============  ===============    ===============   ===============   ================

(Loss) Per Share                    $          (0.03) $         (0.07)   $         (0.06)  $         (0.12)
                                      ===============  ===============    ===============   ===============
                                            6,572,424        5,963,600          6,571,757         5,963,600
Weighted Average Number of Shares
   Outstanding
                                      ===============  ===============    ===============   ===============

</TABLE>





See notes to the condensed financial statements.

                                        3

<PAGE>



                           Coates International, Ltd.
                          (A Development Stage Company)
                            Statements of Cash Flows






<TABLE>
<CAPTION>
                                                                                                                     Period From
                                                                                                                     August 31,
                                                                                                                    1988 (Date of
                                                                                                                     Inception)
                                                                                                                       Through
                                                                                                                       June 30,
                                                                                                                         1998
                                                                                                                  -----------------
                                                                                       Six Months Ended
                                                                                            June 30,
                                                                               ---------------------------------  -----------------
                                                                                    1998              1997
                                                                               ---------------   ---------------  -----------------
                                                                                 (Unaudited)       (Unaudited)       (Unaudited)
                                                                               ---------------   ---------------  -----------------


<S>                                                                           <C>              <C>               <C>               
Cash Flows From Operating Activities                                          $      (422,170) $       (561,363) $      (8,413,344)
                                                                               ---------------   ---------------  -----------------

Cash Flows From Investing Activities                                                         -                 -        (1,621,710)
                                                                               ---------------   ---------------  -----------------

Cash Flows From Financing Activities
    Proceeds from mortgage payable                                                     460,539                 -            460,539
    Repayment of mortgage payable                                                    (160,000)                 -          (160,000)
    Proceeds of additional paid-in capital                                             168,037           550,347          2,475,475
    Proceeds from issuance of stock                                                    129,000                 -          7,467,148
    Payment for treasury stock                                                               -                 -           (30,000)
    Proceeds from (repayment of) stockholder loans                                     (7,100)            13,638             25,447
                                                                               ---------------   ---------------  -----------------
    Net Cash Provided by Financing Activities                                          590,476           563,985         10,238,609
                                                                               ---------------   ---------------  -----------------

    Net Increase in Cash                                                               168,306             2,622            203,555
    Cash - Beginning of Periods                                                         35,249            13,641                  -
                                                                               ---------------   ---------------  -----------------
    Cash - End of Periods                                                     $        203,555 $          16,263 $          203,555

                                                                               ===============   ===============  =================
</TABLE>


















See notes to the condensed financial statements.

                                        4

<PAGE>



                           Coates International, Ltd.
                          (A Development Stage Company)
                   Notes to the Condensed Financial Statements


BASIS OF PRESENTATION

    The accompanying unaudited condensed financial statements have been prepared
    in accordance  with  generally  accepted  accounting  principles for interim
    financial  information  and with the  instructions to Item 310 of Regulation
    S-B.  Accordingly,  they do not include all of the information and footnotes
    required by generally accepted accounting  principles for complete financial
    statements.  In the opinion of management,  all  adjustments  (consisting of
    normal recurring accruals) considered necessary for a fair presentation have
    been included.  Operating  results for the three months and six months ended
    June 30, 1998 and 1997 are not  necessarily  indicative  of the results that
    may  be  expected   for  the  years  ended   December  31,  1998  and  1997,
    respectively. The unaudited condensed financial statements should be read in
    conjunction with the consolidated financial statements and footnotes thereto
    included  in the  Company's  annual  report on Form 10-K for the year  ended
    December 31, 1997.

RELATED PARTY TRANSACTION

    Subcontract  Labor - The Company  subcontracts its project expense (payroll,
    insurance and supplies) from an entity in which George J. Coates is the sole
    stockholder. During the six months ended June 30, 1998 and 1997, $48,885 and
    $107,000, respectively, were paid for these services.

COMMITMENTS AND CONTINGENCIES

    The  Company is a defendant  in various  lawsuits  incident to the  ordinary
    course of business which are not possible to determine the probable  outcome
    or the amount of liability,  if any, under these lawsuits.  However,  in the
    opinion of  management,  the  disposition  of these lawsuits will not have a
    material  adverse  effect on the Company's  financial  position,  results of
    operations, or cash flows.

MORTGAGE PAYABLE

    The Company  acquired a new mortgage  during June 1998.  The old mortgage of
    $160,000 was settled from the proceeds of the new mortgage. Terms of the new
    mortgage are such that the principal amount will be due in one year, monthly
    interest  payments  only will be made at 18% per annum,  and the mortgage is
    secured by a first  mortgage on the land and buildings of the Company with a
    net book  value at June 30,  1998 of  $1,552,875.  The  Company's  principal
    stockholder and Chief Executive  Officer has also personally  guaranteed the
    mortgage.

                                        5

<PAGE>





                                   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.




                                    




Date:  October 1, 1998         COATES INTERNATIONAL, LTD.

                               By: s/ George J. Coates
                                    George J. Coates
                                    Chief Executive and Chief Financial Officer











coat10q.698





                                        6
<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
     JUNE 30, 1998 FINANCIAL STATEMENTS OF COATES INTERNATIONAL, LTD AND IS 
     QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000948426
<NAME>                        Coates International, Ltd.
<MULTIPLIER>                                     1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              Dec-31-1998
<PERIOD-START>                                 Apr-01-1998
<PERIOD-END>                                   Jun-30-1998
<CASH>                                          315,555
<SECURITIES>                                       0
<RECEIVABLES>                                      0
<ALLOWANCES>                                       0
<INVENTORY>                                        0
<CURRENT-ASSETS>                                315,555
<PP&E>                                        1,936,219
<DEPRECIATION>                                  355,771
<TOTAL-ASSETS>                                1,937,964
<CURRENT-LIABILITIES>                         1,498,902
<BONDS>                                         500,000
                              0
                                       6,572
<COMMON>                                           0
<OTHER-SE>                                      432,490
<TOTAL-LIABILITY-AND-EQUITY>                  1,937,964
<SALES>                                            0
<TOTAL-REVENUES>                                    392
<CGS>                                              0
<TOTAL-COSTS>                                      0
<OTHER-EXPENSES>                                398,962
<LOSS-PROVISION>                                   0
<INTEREST-EXPENSE>                                7,381
<INCOME-PRETAX>                                (405,951)
<INCOME-TAX>                                       0
<INCOME-CONTINUING>                            (405,951)
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                   (405,951)
<EPS-PRIMARY>                                    (0.06)
<EPS-DILUTED>                                    (0.06)
        


</TABLE>


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