R
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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£
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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COATES INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
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Delaware
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22-2925432
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
Highway 34 & Ridgewood Road, Wall Township, New Jersey 07719
(Address of principal executive offices) (Zip Code)
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Securities registered under Section 12(b) of the Exchange Act:
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Title of each class:
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Name of each exchange on which registered:
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None
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None
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Securities registered under Section 12(g) of the Exchange Act:
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(Title of class)
None
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer (Do not check if a smaller reporting company)
o
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Smaller reporting company
þ
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Page
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3
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10
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17
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17
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18
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18
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19
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21
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21
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27
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27
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27
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32
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34
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35
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38
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40
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44
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F-1 to F-31
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Automobiles
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Buses
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Trucks
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Motorcycles
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Total
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||||||||
1 11,289,906 | 764,509 | 133,130,032 | 8,454,939 | 253,639,386 |
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·
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Assembly – to develop assembly lines within owned manufacturing facilities. We intend to initially commence production of Gen Sets on a small scale. This will enable us to prove our concept for the CSRV
®
system technology and we expect this will dovetail with the existing substantial demand in the marketplace. We plan to address this demand by establishing large scale manufacturing operations in the United States. We have already taken steps to identify a suitable size and appropriate location for a high capacity manufacturing plant. Transitioning to large scale manufacturing is expected to require a substantial increase in our work force and substantial capital expenditures.
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·
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Licensing the CSRV
®
system technology to Original Equipment Manufacturers (“OEM’s”) in order to take advantage of third party manufacturers’ existing production capacity and resources by signing OEM agreements.
|
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·
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Sublicensee shall have the exclusive right to use, lease and sell electric power generators designed with the CSRV
®
system technology within Canada.
|
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·
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Sublicensee will have a specified right of first refusal to market the electric power generators worldwide.
|
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·
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Upon commencement of the production and distribution of the electric power generators, the minimum annual number of generators to be purchased by Sublicensee in order to maintain exclusivity is 120. Until otherwise agreed between the parties, the price per generator shall be $159,000. We have agreed to pass along to Almont savings we expect to realize from economies of scale inherent in high volume production of the CSRV
®
units. In the event Sublicensee fails to purchase the minimum 120 Coates generator engines during any year, Sublicensee will automatically lose its exclusivity. In such case, Sublicensee would retain non-exclusive rights to continue to use and sell the CSRV
®
generator engine in the territory of Canada. We have temporarily waived this provision due to the delay in delivery of Gen Sets.
|
|
·
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Sublicensee is required to pay a royalty to us equal to 5% of its annual modified gross profit
(which has been defined as sales, less cost of sales, plus $400,000)
.
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·
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All licensed rights under this sublicense agreement related to the CSRV
®
system technology will remain with the Company.
|
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•
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Purchasing raw material inventory and hiring plant workers to commence our production phase.
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•
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Expanding manufacturing capacity.
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•
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Developing an expanded management team to oversee the expanded scope of our operating activities upon commencement of production.
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•
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Developing our engineering, administrative and marketing and sales organizations.
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•
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Expanding our research and development programs with respect to the CSRV
®
system technology and applying the CSRV
®
system technology to engines used in various commercially viable applications.
|
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•
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Implementation of new systems, processes and procedures to support growth.
|
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•
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The current severe limitation on the availability of credit and investor uncertainty could result in delays or the inability to acquire additional working capital needed to commence an efficient level of production. Commencing production and shipments to Almont are a vital factor in Almont’s ability to remit further payments toward the Release Payment.
|
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•
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Demand for our technology and products could be significantly reduced.
|
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•
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Estimates used in the preparation of our financial statements may need to be revised.
|
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•
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Our success in commencing our production phase of operations.
|
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•
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Results of testing of the CSRV
®
system technology as it is designed and adapted for various commercially feasible applications.
|
|
•
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Our prospects for entering into new potentially profitable license agreements for our technology.
|
|
•
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Performance of the CSRV
®
system technology in the field.
|
|
•
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Improvements in engine technology by our competitors.
|
|
•
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Changes in general conditions in the economy or the financial markets.
|
1st Quarter
|
2
nd
Quarter
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3
rd
Quarter
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4
th
Quarter
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|||||||||||||
2013:
|
||||||||||||||||
High
|
$ | 0.0600 | $ | 0.0748 | $ | 0.0590 | $ | 0.1200 | ||||||||
Low
|
$ | 0.0175 | $ | 0.0106 | $ | 0.0250 | $ | 0.0300 | ||||||||
2012:
|
||||||||||||||||
High
|
$ | 0.1600 | $ | 0.1300 | $ | 0.0800 | $ | 0.0700 | ||||||||
Low
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$ | 0.1200 | $ | 0.0500 | $ | 0.0500 | $ | 0.0100 |
Number of securities to be issued upon exercise of outstanding options, rights and warrants
|
Weighted average exercise price of outstanding options, rights and warrants
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
|
||||||||||
(a)
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(b)
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(c)
|
||||||||||
Equity Compensation plans approved by security holders:
|
11,797,000 | $ | 0.1929 | 703,000 | ||||||||
Equity Compensation plans without approval by security holders
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None
|
N/A | N/A | |||||||||
Total
|
11,797,000 | $ | 0.1929 | 703,000 |
|
•
|
Assembly – to develop assembly lines within our premises. We intend to initially commence production on a small scale. This will enable us to prove our concept for the CSRV
®
system technology and we expect this will dovetail with the existing substantial demand in the marketplace. We plan to address this demand by establishing large scale manufacturing operations in the United States. Transitioning to large-scale manufacturing is expected to require a substantial increase in our work force and substantial capital expenditures. To date, we have not been successful in securing the necessary working capital for this purpose.
|
|
•
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Licensing the CSRV
®
system technology to OEM’s – to take advantage of third party manufacturers’ production capacity by sign
ing OEM agreements.
|
Due Within
|
||||||||||||||||
Total
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2014
|
2015
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2016
|
|||||||||||||
Mortgage loan payable
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$ | 1,513,284 | $ | 1,513,284 | $ | - | $ | - | ||||||||
Promissory notes to related parties
|
603,138 | 603,138 | - | - | ||||||||||||
Convertible promissory notes
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271,694 | 271,694 | - | - | ||||||||||||
Finance lease obligation
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143,493 | 49,813 | 71,426 | 22,254 | ||||||||||||
Settlement of litigation
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85,000 | 75,000 | 10,000 | - | ||||||||||||
10% promissory note
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10,000 | 10,000 | - | - | ||||||||||||
Total
|
$ | 2,626,609 | $ | 2,522,929 | $ | 81,426 | $ | 22,254 |
Name
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Age
|
Position
|
||
George J. Coates
|
73
|
Director, Chairman of the Board, Chief Executive Officer and President
|
||
Gregory Coates
|
43
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Director, co-Secretary and President, Technology Division
|
||
Barry C. Kaye
|
60
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Director, Treasurer and Chief Financial Officer
|
||
Dr. Richard W. Evans
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82
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Director and co-Secretary
|
||
Dr. Frank Adipietro
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56
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Director *, **
|
||
Dr. Michael J. Suchar
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57
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Director *, **
|
||
Richard Whitworth
|
65
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Director *, **, ***
|
●
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Mr. Coates is a licensed inspector of the New Jersey Motor Vehicle Commission.
|
He has delivered lectures and presentations at:
|
|
●
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RWTH Aachen University, Aachen, Germany
|
●
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University of Birmingham, Birmingham, England
|
●
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Rutgers University, Newark, New Jersey, USA.
|
|
·
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annually reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer;
|
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·
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determining the compensation of our chief executive officer;
|
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·
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reviewing and approving, or making recommendations to our board of directors with respect to the compensation of our other executive officers;
|
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·
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overseeing an evaluation of our senior executives;
|
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·
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overseeing and administering our cash and equity incentive plans; and
|
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·
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reviewing and making recommendations to our board with respect to director compensation.
|
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·
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any breach of their duty of loyalty to the corporation or its stockholders;
|
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·
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acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law;
|
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·
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unlawful payments of dividends or unlawful stock repurchases or redemptions; or
|
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·
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any transaction from which a director derived an improper personal benefit.
|
|
·
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been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
·
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had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
|
|
·
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been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
|
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·
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been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
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·
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been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
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·
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been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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Name and Principal
Position
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Year
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Salary
|
Stock
Awards
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Stock Option
Awards
|
Anti-dilution
Awards
|
All Other
Compensation
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Total
|
|||||||||||||||||||||
George J. Coates
Chief Executive Officer and President
|
2013
2012
|
$ |
250,000
250,000
|
(1)
|
$ |
-
-
|
$ |
-
115,993
|
(2)
|
$ |
599,977
1,674,375
|
(3)
(3)
|
$ |
17,129
26,624
|
(4)
(4)
|
$ |
867,106
2,066,292
|
|||||||||||
Barry C. Kaye
Chief Financial Officer and Treasurer
|
2013
2012
|
-
-
|
-
-
|
4,200
-
|
(5) |
-
-
|
40,000
67,475
|
(6)
(6)
|
44,200
67,475
|
|||||||||||||||||||
Gregory Coates
President, Technology Division
|
2013
2012
|
150,000
150,000
|
-
-
|
-
-
|
-
- |
19,294
22,557
|
(4)
(4)
|
169,294
172,557
|
||||||||||||||||||||
Richard W. Evans
Secretary and Director
|
2013
2012
|
-
-
|
-
-
|
-
199,713
|
(7)
|
-
-
|
-
-
|
-
199,713
|
||||||||||||||||||||
Frank J. Adipietro
Director
|
2013
2012
|
-
-
|
-
-
|
-
42,627
|
(8)
|
-
-
|
-
-
|
-
199,713
|
|
(1)
|
For the year ended December 31, 2013, George J. Coates received approximately $19,000 of this salary amount and $231,000 of his salary has been deferred until such time that we have sufficient working capital to pay such deferred compensation
.
For the year ended December 31, 2012, all of Mr. Coates’ salary was paid to him.
|
|
(2)
|
No stock options were granted to Mr. Coates during the year ended December 31, 2013. During the year ended December 31, 2012, we granted 1,815,000 common stock options with an exercise price of $0.06 per share. These stock options are fully vested and expire in June 2027.
|
|
(3)
|
Effective January 1, 2012, we established a new anti-dilution arrangement for George J. Coates which was approved by the board of directors and provided for the award of one new restricted share of our common stock to Mr. Coates for each new share of stock issued to any non-Coates family members as a result of a sale or conversion (the “Common Stock Anti-dilution”). Under that arrangement, no shares of stock would be issued to George J. Coates in connection with any new shares of common stock issued upon sale or conversion of the our securities pursuant to any public offerings by the Company.
|
|
(4)
|
Other compensation for George J. Coates and Gregory Coates consisted of health and dental insurance, life insurance and payroll taxes for the years ended December 31, 2013 and 2012, respectively.
|
|
(5)
|
During the year ended December 31, 2013, we granted 100,000 common stock options with an exercise price of $0.042 per share to Barry C. Kaye. These stock options become fully vested in December 2014 and expire in 2028. The estimated fair value of these stock options on the date of grant was $4,200.
|
|
(6)
|
For the year ended December 31, 2013, the amount paid to Mr. Kaye was for compensation earned during the year ended December 31, 2012. Mr. Kaye earned $124,950 in 2013 which was not paid and has been deferred until the Company has sufficient working capital to remit payment to him. This amount is included in accounts payable and accrued liabilities in the accompanying balance sheet at December 31, 2013.
|
|
(7)
|
During the year ended December 31, 2012, we granted 3,125,000 common stock options with an exercise price of $0.06 per share to Dr. Richard W. Evans. These stock options are fully vested in and expire in 2027. The estimated fair value of these stock options on the date of grant was $199,713.
|
|
(8)
|
During the year ended December 31, 2012, we granted 667,000 common stock options with an exercise price of $0.06 per share to Dr. Frank J. Adipietro. These stock options are fully vested in and expire in 2027. The estimated fair value of these stock options on the date of grant was $42,627.
|
Name
|
Number of Securities Underlying Unexercised Options that are Exercisable
|
Number of Securities Underlying Unexercised Options that are Unexercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
|
Exercise Price
|
Option Expiration Date
|
||||||||||||
George J. Coates
|
1,000,000 | - | - | $ | 0.440 |
10/23/2021
|
|||||||||||
50,000 | - | - | 0.430 |
11/3/2024
|
|||||||||||||
275,000 | - | - | 0.400 |
11/18/2025
|
|||||||||||||
1,800,000 | - | - | 0.250 |
7/26/2026
|
|||||||||||||
1,815,000 | - | - | 0.060 |
6/24/27
|
|||||||||||||
Gregory Coates
|
500,000 | - | - | 0.44 |
10/18/2021
|
||||||||||||
1,800,000 | - | - | 0.042 |
12/11/2028
|
|||||||||||||
Barry C. Kaye
|
125,000 | - | - | 0.440 |
10/17/2021
|
||||||||||||
- | 100,000 | (1) | - | 0.042 |
12/9/2028
|
(1)
|
These stock options shall become fully vested on December 10, 2014.
|
Name of Director
|
Year Ended
December 31,
|
Fees Earned or
Paid in Cash
|
Stock Options
Awarded
(1)
|
Restricted Stock
Awarded
|
Total
Compensation
|
|||||||||||||||
Dr. Richard W. Evans
|
2013
2012
|
$ |
-
-
|
$ |
-
199,740
|
$ |
-
-
|
$ |
-
199,740
|
|||||||||||
Dr. Frank J. Adipietro
|
2013
2012
|
-
-
|
-
42,627
|
-
-
|
-
42,627
|
(1)
|
During the year ended December 31, 2012, we granted 3,125,000 and 667,000 common stock options with an exercise price of $0.06 per share to Dr. Richard W. Evans and Dr. Frank J. Adipietro, respectively. These stock options are fully vested and expire in 2027. The estimated fair value of these stock options on the date of grant was $
199,740
and $42,627, respectively.
|
|
•
|
each of our executive officers and directors;
|
|
|
•
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all of our executive officers and directors as a group; and
|
|
•
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any other beneficial owner of more than 5% of our outstanding common stock.
|
Beneficial Ownership
|
||||||||||||||||
Shares Beneficially Owned
|
||||||||||||||||
Name of Beneficial Owner
|
Outstanding Shares
Beneficially Owned
|
Right to Acquire Within 60 Days After March 26, 2014
|
Number
|
Percentage
|
||||||||||||
George J. Coates
|
208,046,565 | 1 | 4,940,000 | 212,986,565 | (1) | 60.09 | % | |||||||||
Gregory Coates
|
14,032,520 | 2,300,000 | 16,332,520 | 4.61 | % | |||||||||||
Dr. Richard Evans
|
4,869,087 | 3,400,000 | 8,269,087 | 2.33 | % | |||||||||||
Dr. Frank Adipietro
|
3,735,364 | 827,000 | 4,562,364 | 1.29 | % | |||||||||||
Barry C. Kaye
|
975,358 | 125,000 | 1,100,358 | 0.31 | % | |||||||||||
Dr. Michael J. Suchar
|
310,800 | 47,222 | 358,022 | 0.10 | % | |||||||||||
Richard Whitworth
|
- | 25,000 | 25,000 | 0.01 | % | |||||||||||
All executive officers and directors as a group (7 persons)
|
231,969,694 | 11,664,222 | 243,633,916 | 68.74 | % |
|
•
|
the director is, or at any time during the past three years was, an employee of the company;
|
|
•
|
the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
|
|
•
|
a family member of the director is, or at any time during the past three years was, an executive officer of the company;
|
|
•
|
the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
|
|
•
|
the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.
|
Dr. Frank Adipietro
|
Director *, **
|
Dr. Michael J. Suchar
|
Director *, **
|
Richard Whitworth
|
Director *, **, ***
|
|
•
|
approved by our audit committee; or
|
|
•
|
entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such poli
cies and procedures do not include delegation of the audit committee’s responsibilities to management.
|
|
(1)
|
Financial Statements.
|
|
(2)
|
Financial Statement Schedules.
|
|
(3)
|
Exhibits
|
Exhibit No.
|
Description
|
|
3.1
(1)
|
-
|
Restated Certificate of Incorporation
|
3.1(i)
(1)
|
-
|
Certificate of Amendment to Certificate of Incorporation filed with the Secretary of State of Delaware on May 22, 2000
|
3.1(ii)
(1)
|
-
|
Certificate of Amendment to Certificate of Incorporation filed with the Secretary of State of Delaware on August 31, 2001
|
3.1(iii)
(2)
|
-
|
Certificate of Amendment to Certificate of Incorporation filed with the Secretary of State of Delaware on September 12, 2007
|
3.2
(1)
|
-
|
Bylaws
|
4.1*
|
Certification of Designation of Series A Preferred Stock, effective April 30, 2009
|
|
4.2*
|
Certificate of Amendment of Certification of Designation of Series A Preferred Stock, effective May 24, 2011
|
|
10.1
(3)
|
-
|
License Agreement, dated September 29, 1999, with Well to Wire Energy, Inc.
|
10.2
(3)
|
-
|
Amendment No. 1 to License Agreement with Well to Wire Energy Inc. dated April 6, 2000
|
10.3
(3)
|
-
|
Amendment No. 2 to License Agreement with Well to Wire Energy Inc. dated July 21, 2000
|
10.4
(4)
|
-
|
2006 Employee Stock Option and Incentive Plan adopted on October 25, 2006
|
10.5
(5)
|
-
|
Amended and Restated License Agreement between the Company and George J. Coates and Gregory Coates dated April 6, 2007
|
10.6
(6)
|
-
|
Cooperation Agreement executed June 16, 2010 between the Company and Tongji University of China
|
10.7
(7)
|
-
|
Placement Agency Agreement between the Company and Stonegate Securities, Inc. dated December 21, 2007
|
Exhibit No.
|
Description | |
10.8
(7)
|
-
|
License Agreement between the Company and Well to Wire Energy, Inc. dated January 29, 2008 and executed on April 7, 2008
|
10.9
(8)
|
-
|
Escrow Agreement between the Company and Well to Wire Energy, Inc. dated April 11, 2008
|
10.10
(9)
|
-
|
Memorandum of Understanding dated February 8, 2010 among the Company, Well to Wire Energy, Inc. and Almont Energy, Inc. covering the consent of the Company to the assignment of the Canadian License, Research and Development Agreement, Rights to the US Licensing Agreement and the Right of First Refusal.
|
10.11
(9)
|
-
|
Securities Purchase Agreement between the Company and Asher Enterprises, Inc. covering the sale of a $78,500 convertible promissory note, dated August 19, 2010. Substantially identical Securities Purchase Agreement between the Company and Asher Enterprises, Inc. covering the sale of convertible promissory notes during the years ended December 31, 2010, 2011 and 2012 are not being filed as exhibits.
|
10.12
(10)
|
-
|
$78,500 Convertible Promissory Note, dated August 19, 2010, issued to Asher Enterprises, Inc. Substantially identical Convertible Promissory Notes issued to Asher Enterprises, Inc. during the years ended December 31, 2010, 2011, 2012 and 2013 are not being filed as exhibits.
|
10.13
(10)
|
-
|
Investment Agreement, dated June 6, 2011, between the Company and Dutchess Opportunity Fund II, LP
|
10.14
(11)
|
-
|
Registration Rights Agreement, dated June 6, 2011, between the Company and Dutchess Opportunity Fund II, LP
|
10.15
(12)
|
-
|
Agreement between Coates International, Ltd. and S.W.T., dated May 21, 2011.
|
10.16
(12)
|
-
|
Letter from Cummins confirming supply arrangement with Coates International, Ltd.
|
10.17
(13)
|
-
|
Letter from Meyler & Company, LLP to the Securities and Exchange Commission dated March 4, 2013 regarding the circumstances of their resignation as Independent Registered Public Accounting Firm for the Company.
|
10.18
(14)
|
Certificate of designation, preferences and rights of Series A Preferred Stock of Coates International, Ltd.
|
|
10.19
(14)
|
Amendment to Certificate of Designation, Preferences and Rights of Series A Preferred Stock of Coates International Ltd.
|
|
10.20
(15)
|
-
|
Convertible Promissory Note, dated March 20, 2013 between the Company and JMJ Financial and Amendment thereto, dated March 20, 2013
|
10.21
(16)
|
-
|
Sale/leaseback Agreement with Paradigm Commercial Capital Group, dated August 15, 2013
|
10.22
(17)
|
-
|
Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock
|
10.23
(17)
|
-
|
10% Convertible Redeemable Note, dated December 9, 2013 issued to LG Capital Funding, LLC
|
10.24
(17)
|
-
|
10% Convertible Redeemable Note, dated December 9, 2013 issued to GEL Properties, LLC
|
Exhibit No.
|
Description | |
10.25
(17)
|
-
|
Convertible Note, dated January 16, 2014 issued to Black Mountain Equities, Inc.
|
14.1
(14)
|
-
|
Code of Business Conduct and Ethics which is described under Corporate Governance in Item 10 of this Annual Report.
|
21.1
(17)
|
-
|
List of Subsidiaries
|
31.1
(17)
|
-
|
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
(17)
|
-
|
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
-
|
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
-
|
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS *
|
-
|
XBRL Instance Document.
|
101.SCH *
|
-
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL*
|
-
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF *
|
-
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB *
|
-
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE *
|
-
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
(1)
|
Incorporated by reference from the Company’s Registration Statement filed May 31, 2007 on Form SB-2 with the Securities and Exchange Commission, File No. 000-33155.
|
|
(2)
|
Incorporated by reference from the Company’s Schedule 14C DEF filed with the Securities and Exchange Commission on October 1, 2007.
|
|
(3)
|
Incorporated by reference from the Company's Registration Statement and amendments thereto filed September 9, 2001 on Form 10-SB with the Securities and Exchange Commission, File No. 000-33155.
|
|
(4)
|
Incorporated by reference from the Company’s Form 10-KSB/A for the fiscal year ended December 31, 2005.
|
|
(5)
|
Incorporated by reference from the Company’s Form 10-KSB for the year ended December 31, 2006.
|
|
(6)
|
Incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2010.
|
|
(7)
|
Incorporated by reference from the Company’s Form 8-K filed with the Securities and Exchange Commission on January 3, 2008.
|
|
(8)
|
Incorporated by reference from the Company’s Form 8-K filed with the Securities and Exchange Commission on April 11, 2008.
|
|
(9)
|
Incorporated by reference from the Company’s Form 10-K for the fiscal year ended December 31, 2009.
|
|
(10)
|
Incorporated by reference from the Company’s Form 8-K filed with the Securities and Exchange Commission on August 27, 2010.
|
|
(11)
|
Incorporated by reference from the Company’s Form 8-K filed with the Securities and Exchange Commission on June 7, 2011.
|
|
(12)
|
Incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 filed on June 24, 2011.
|
|
(13)
|
Incorporated by reference from the Company’s Form 8-K filed with the Securities and Exchange Commission on March 4, 2013.
|
|
(14)
|
Incorporated by reference from the Company’s Form 10-K filed with the Securities and Exchange Commission on April 16, 2013.
|
|
(15)
|
Incorporated by reference from the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 15, 2013.
|
|
(16)
|
Incorporated by reference from the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013.
|
|
(17)
|
Filed herewith.
|
COATES INTERNATIONAL, LTD.
|
||
By:
|
/s/ George J. Coates
|
|
George J. Coates,
Chairman and Chief Executive Officer
|
||
By:
|
/s/ Barry C. Kaye
|
|
Barry C. Kaye,
Chief Financial Officer
|
Signature
|
Title
|
Date
|
||
/s/ George J. Coates
|
Director, Chairman, Chief Executive Officer and President (principal executive officer)
|
March 31, 2014
|
||
George J. Coates
|
||||
/s/ Gregory Coates
|
Director, co-Secretary and President-Technology Division
|
March 31, 2014
|
||
Gregory Coates
|
||||
/s/ Barry C. Kaye
|
Director, Treasurer, Chief Financial Officer (principal financial and accounting officer)
|
March 31, 2014
|
||
Barry C. Kaye | ||||
/s/Richard W. Evans
|
Director and co-Secretary
|
March 31, 2014
|
||
Richard W. Evans
|
||||
/s/ Michael J. Suchar
|
Director
|
March 31, 2014
|
||
Michael J. Suchar | ||||
/s/ Frank J. Adipietro
|
Director
|
March 31, 2014
|
||
Frank J. Adipietro
|
||||
/s/ Richard Whitworth
|
Director
|
March 31, 2014
|
||
Richard Whitworth
|
Page
|
|
F-2
|
|
Financial Statements:
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
/s/ Cowan, Gunteski & Co., P.A.
|
|
Tinton Falls, New Jersey
|
|
March 31, 2014
|
Balance Sheets
|
||||||||
As of December 31,
|
||||||||
2013
|
2012
|
|||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash
|
$ | 49,274 | $ | 13,303 | ||||
Inventory, net
|
111,752 | 111,115 | ||||||
Deferred offering costs
|
12,423 | 16,207 | ||||||
Total Current Assets
|
173,449 | 140,625 | ||||||
Property, plant and equipment, net
|
2,179,646 | 2,241,847 | ||||||
Deferred licensing costs, net
|
51,016 | 55,299 | ||||||
Total Assets
|
$ | 2,404,111 | $ | 2,437,771 | ||||
Liabilities and Stockholders' Deficiency
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued liabilities
|
$ | 2,263,947 | $ | 1,797,439 | ||||
Current portion of finance lease obligation
|
43,311 | - | ||||||
Deferred stock-based compensation payable
|
287,664 | 1,911,775 | ||||||
Mortgage loan payable
|
1,513,284 | 1,575,000 | ||||||
Promissory notes to related parties
|
603,138 | 507,694 | ||||||
Derivative liability related to convertible promissory notes
|
366,590 | 135,263 | ||||||
Convertible promissory notes, net of unamortized discount
|
125,018 | 77,363 | ||||||
Unearned revenue
|
19,124 | 19,124 | ||||||
10% Convertible note
|
10,000 | 10,000 | ||||||
Total Current Liabilities
|
5,232,076 | 6,033,658 | ||||||
Non-current portion of finance lease obligation
|
81,452 | - | ||||||
License deposits
|
322,200 | 341,400 | ||||||
Total Liabilities
|
5,635,728 | 6,375,058 | ||||||
Commitments and Contingencies
|
- | - | ||||||
Stockholders' Deficiency
|
||||||||
Preferred Stock, $0.001 par value, 100,000,000 shares authorized, 141,473 and 72,883 shares issued and
outstanding at December 31, 2013 and 2012, respectively
|
141 | 73 | ||||||
Common Stock, $0.0001 par value, 1,000,000,000 shares authorized, 327,749,176 and 305,078,818 shares
issued and outstanding at December 31, 2013 and 2012, respectively
|
32,775 | 30,508 | ||||||
Additional paid-in capital
|
30,712,778 | 27,259,253 | ||||||
Accumulated deficit
|
(33,977,311 | ) | (31,227,121 | ) | ||||
Total Stockholders' Deficiency
|
(3,231,617 | ) | (3,937,287 | ) | ||||
Total Liabilities and Stockholders' Deficiency
|
$ | 2,404,111 | $ | 2,437,771 |
Statements of Operations
|
||||
For the Year Ended December 31,
|
2013
|
2012
|
|||||||
Sublicensing fee revenue
|
$ | 19,200 | $ | 19,200 | ||||
Total Revenues
|
19,200 | 19,200 | ||||||
Expenses:
|
||||||||
Research and development costs
|
261,161 | 825,504 | ||||||
General and administrative expenses
|
1,660,812 | 3,332,205 | ||||||
Depreciation and amortization
|
66,485 | 65,509 | ||||||
Total Expenses
|
1,988,458 | 4,223,218 | ||||||
Loss from Operations
|
(1,969,258 | ) | (4,204,018 | ) | ||||
Other Income (Expense):
|
||||||||
Decrease (Increase) in estimated fair value of embedded derivative liabilities
|
(210,390 | ) | 130,146 | |||||
Other income
|
- | 60,000 | ||||||
Total other income (expense)
|
(210,390 | ) | 190,146 | |||||
Interest expense
|
(570,542 | ) | (516,211 | ) | ||||
Loss Before Income Taxes
|
(2,750,190 | ) | (4,530,083 | ) | ||||
Provision for income taxes
|
- | - | ||||||
Net Loss
|
$ | (2,750,190 | ) | $ | (4,530,083 | ) | ||
Basic net loss per share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||
Basic weighted average shares outstanding
|
334,010,734 | 302,946,983 | ||||||
Diluted net loss per share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||
Diluted weighted average shares outstanding
|
334,010,734 | 302,946,983 |
The accompanying notes are an integral part of these financial statements.
|
Statements of Stockholders' Deficiency
|
||||||||
For the Two Years Ended December 31, 2013
|
Series A Preferred
Stock, $0.001 par
value per share
|
Common Stock, $0.0001
par value per share
|
Additional
Paid-In
|
Accumulated
|
Total
Stockholders'
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficiency
|
||||||||||||||||||||||
Balance, January 1, 2012
|
72,883 | $ | 73 | 284,127,846 | $ | 28,413 | $ | 24,917,261 | $ | (26,697,038 | ) | $ | (1,751,291 | ) | ||||||||||||||
Issuance of common stock to Dutchess Opportunity Fund II, LP
|
2,256,677 | 226 | 258,496 | 258,722 | ||||||||||||||||||||||||
Issuance of common stock to director
|
551,281 | 55 | 34,945 | 35,000 | ||||||||||||||||||||||||
Issuance of common stock and warrants to son of a director
|
5,747,560 | 575 | 379,149 | 379,724 | ||||||||||||||||||||||||
Conversion of Convertible Promissory Notes
|
8,415,515 | 842 | 371,348 | 372,190 | ||||||||||||||||||||||||
Issuance of common stock in satisfaction of promissory notes to related parties
|
3,547,279 | 354 | 231,413 | 231,767 | ||||||||||||||||||||||||
Issuance of common stock to George J. Coates under anti-dilution arrangements
|
18,593,313 | 1,859 | 1,609,909 | 1,611,768 | ||||||||||||||||||||||||
Common stock awarded to officers and directors
|
1,960,000 | 196 | 301,004 | 301,200 | ||||||||||||||||||||||||
Cancellation of common stock previously issued to George J. Coates
|
(20,120,653 | ) | (2,012 | ) | (1,750,996 | ) | (1,753,008 | ) | ||||||||||||||||||||
Stock-based compensation expense
|
713,932 | 713,932 | ||||||||||||||||||||||||||
Beneficial Conversion Feature on Convertible Promissory Notes
|
192,792 | 192,792 | ||||||||||||||||||||||||||
Net loss for the year
|
(4,530,083 | ) | (4,530,083 | ) | ||||||||||||||||||||||||
Balance, December 31, 2012
|
72,883 | 73 | 305,078,818 | 30,508 | 27,259,253 | (31,227,121 | ) | (3,937,287 | ) | |||||||||||||||||||
Issuance of Anti-dilution shares of Series A Preferred stock to George J. Coates
|
68,590 | 68 | 170,294 | 170,362 | ||||||||||||||||||||||||
Issuance of Anti-dilution shares of Common Stock to George J. Coates
|
35,037,131 | 3,504 | 2,177,979 | 2,181,483 | ||||||||||||||||||||||||
Cancelation of Anti-dilution shares of Common Stock to George J. Coates
|
(35,037,131 | ) | (3,504 | ) | 3,504 | - | ||||||||||||||||||||||
Issuance of common stock under equity line of credit with Dutchess Opportunity Fund II, LP | 3,618,676 | 361 | 155,144 | 155,505 | ||||||||||||||||||||||||
Issuance of common stock and warrants to son of a director
|
4,666,666 | 467 | 124,533 | 125,000 | ||||||||||||||||||||||||
Conversion of 12% Convertible Promissory Notes
|
2,750,000 | 275 | 66,781 | 67,056 | ||||||||||||||||||||||||
Conversion of 8% Convertible Promissory Notes
|
10,968,349 | 1,097 | 202,903 | 204,000 | ||||||||||||||||||||||||
Exercise of Stock Purchase Warrants
|
666,667 | 67 | 9,933 | 10,000 | ||||||||||||||||||||||||
Stock-based compensation expense
|
248,918 | 248,918 | ||||||||||||||||||||||||||
Beneficial Conversion Feature on Convertible Promissory Notes
|
293,536 | 293,536 | ||||||||||||||||||||||||||
Net loss for the year
|
(2,750,190 | ) | (2,750,190 | ) | ||||||||||||||||||||||||
Balance, December 31, 2013
|
141,473 | $ | 141 | 327,749,176 | $ | 32,775 | $ | 30,712,778 | $ | (33,977,311 | ) | $ | (3,231,617 | ) |
2013
|
2012
|
|||||||
Net Cash Flows Used in Operating Activities
|
||||||||
Net loss for the Year
|
$ | (2,750,190 | ) | $ | (4,530,083 | ) | ||
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
|
||||||||
Stock-based compensation expense
|
628,990 | 2,388,307 | ||||||
Accrued interest not paid
|
433,284 | 410,144 | ||||||
Deferred compensation expense
|
137,064 | - | ||||||
Increase (decrease) in fair value of embedded derivative liabilities
|
210,390 | (130,146 | ) | |||||
Depreciation and amortization
|
66,485 | 65,509 | ||||||
Amortization of financing costs
|
10,246 | 11,822 | ||||||
Non-cash licensing revenues
|
(19,200 | ) | (19,200 | ) | ||||
Provision for slow moving and obsolete inventory
|
- | 235,942 | ||||||
Recognition of unearned revenues
|
- | (10,000 | ) | |||||
Changes in Operating Assets and Liabilities:
|
||||||||
Accounts receivable
|
- | (10 | ) | |||||
Deferred offering costs and other assets
|
(6,463 | ) | - | |||||
Deferred financing costs
|
4,283 | - | ||||||
Accounts payable and accrued liabilities
|
466,299 | 469,586 | ||||||
Net Cash (Used in) Operating Activities
|
(818,812 | ) | (1,108,129 | ) | ||||
Net Cash Provided by (Used in) Investing Activities
|
- | - | ||||||
Cash Flows Provided by (Used in) Financing Activities:
|
||||||||
Issuance of common stock under equity line of credit
|
155,506 | 258,722 | ||||||
Proceeds from sale/leaseback of equipment
|
132,550 | - | ||||||
Issuance of common stock and warrants to the son of a director
|
125,000 | 355,000 | ||||||
Issuance of convertible promissory notes
|
398,000 | 244,500 | ||||||
Issuance of promissory notes to related parties
|
172,093 | 270,755 | ||||||
Repayment of promissory notes to related parties
|
(76,650 | ) | (40,500 | ) | ||||
Repayment of mortgage Loan
|
(61,716 | ) | (55,000 | ) | ||||
Proceeds from exercise of stock warrants
|
10,000 | - | ||||||
Issuance of common stock to director
|
- | 35,000 | ||||||
Net Cash Provided by Financing Activities
|
854,783 | 1,068,477 | ||||||
Net Increase (Decrease) in Cash
|
35,971 | (39,652 | ) | |||||
Cash, beginning of period
|
13,303 | 52,955 | ||||||
Cash, end of period
|
$ | 49,274 | $ | 13,303 | ||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||
Cash paid during the period for interest
|
$ | 138,977 | $ | 112,029 | ||||
Supplemental Disclosure of Non-cash Financing Activities:
|
||||||||
Issuance of common stock for anti-dilution, net of cancelled anti-dilution common shares
|
$ | 2,181,483 | $ | - | ||||
Conversion of convertible promissory notes
|
271,056 | 372,190 | ||||||
Conversion of promissory notes to related parties
|
- | 231,768 | ||||||
$ | 2,452,539 | $ | 603,958 |
The accompanying notes are an integral part of these financial statements.
|
|
The CSRV® system technology is designed to replace the intake and exhaust conventional “poppet valves” currently used in almost all piston-driven, automotive, truck, motorcycle, marine and electric power generator engines, among others. Unlike conventional valves which protrude into the engine cylinder, the CSRV® system technology utilizes spherical valves that rotate in a cavity formed between a two-piece cylinder head. The CSRV® system
technology utilizes significantly fewer moving parts than conventional poppet valve assemblies
. As a result of these design improvements, management believes that engines incorporating the CSRV® system technology (“Coates Engines”) will last significantly longer and will require less lubrication over the life of the engine, as compared to conventional engines. In addition, CSRV® Engines can be designed with larger openings into the engine cylinder than with conventional valves so that more fuel and air can be inducted into, and expelled from, the cylinder in a shorter period of time. Larger valve openings permit higher revolutions-per-minute (RPM’s) and permit higher compression ratios with lower combustion chamber temperatures, allowing the Coates Engine to produce more power than equivalent conventional engines. The extent, to which higher RPM’s, greater volumetric efficiency and thermal efficiency can be achieved with the CSRV® system technology, is a function of the engine design and application.
|
Hydrogen Reactor Technology Owned by George J. Coates
|
|
George J. Coates has developed a hydrogen reactor, which rearranges H
2
O water molecules into HOH molecules also known as Hydroxy-Gas. The Hydroxy-Gas produced by the hydrogen reactor is then harvested for use as a type of fuel. Mr. Coates is continuing with development of this technology to enable the harvested Hydroxy-Gas to be utilized as the fuel source to power our patented CSRV
®
engines. Mr. Coates is continuing with research and development of the next application of this technology in an attempt to power larger, industrial engines. If successful, this application will only require a ready supply of water and would be suitable for stationary engines and generators. Conventional internal combustion engines employing poppet valve assemblies require lubrication and would experience excessive heat and friction if powered with Hydroxy-Gas. This, in turn, would cause the engines to burn out in a rather short period of time. The materials and components of the CSRV
®
engines do not require such lubrication and are designed to operate relatively trouble-free on Hydroxy-Gas as the engine fuel. There can be no assurance that this technology can be developed successfully, or that if developed, it will be feasible to penetrate the internal combustion engine market with this technology. Applications for patent protection of this technology will be filed upon completion of the research and development. At this time, no arrangements have been made between the Company and George J. Coates, owner of the technology, regarding licensing of the hydrogen reactor. Accordingly, the Company does not have any rights to manufacture, use, sell and distribute the Hydrogen Reactor technology, should it become commercially feasible to manufacture and distribute products powered by the Hydroxy-Gas fuel. The Company has been and continues to be responsible for all costs incurred related to the development of this technology.
|
Basis of Presentation
|
|
The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and rules and regulations of the Securities and Exchange Commission (the “SEC”).
|
|
Since the Company’s inception, the Company has been responsible for the development costs of the CSRV® technology in order to optimize the value of the licensing rights and has incurred related operational costs, the bulk of which have been funded primarily through cash generated from sales of stock, short term convertible promissory notes, capital contributions, loans made by George J. Coates, Bernadette Coates, his spouse and certain directors, fees received from research and development of prototype models, licensing fees and a small number of CSRV® engine generator sales. The Company has incurred substantial cumulative losses from operations since its inception
. Losses from operations are expected to continue until the Coates Engines are successfully introduced into and accepted in the marketplace, or the Company receives substantial licensing revenues. These losses from operations were substantially related to research and development of the Company’s intellectual property rights, patent filing and maintenance costs and general and administrative expenses.
|
Description
|
2013
|
2012
|
||||||
Issuance of convertible promissory notes
|
$ | 398,000 | $ | 244,000 | ||||
Sales of common stock under equity line of credit
|
156,000 | 259,000 | ||||||
Proceeds from sale/leaseback of equipment
|
133,000 | - | ||||||
Sales of shares of common stock and warrants to the son of a director
|
125,000 | 355,000 | ||||||
Issuance of promissory notes to related parties, net of repayments
|
95,000 | 230,000 | ||||||
Proceeds from exercise of common stock warrants
|
10,000 | - | ||||||
Sales of common stock to a director
|
- | 35,000 | ||||||
$ | 917,000 | $ | 1,123,000 |
·
|
The Release Payment Date, as defined in the Escrow Agreement had been extended to March 19, 2012. In early 2012, we agreed to extend the Release Payment Date under the Escrow Agreement until March 2014 to compensate for the delay caused by the late delivery of Gen Sets. Provided that Almont remits this entire unpaid balance to the Company on or before the Release Payment Date, the US License will be released from escrow and granted to Almont. The Release Payment due date will be reset as appropriate once the Company commences its production phase of operations. Almont is required to remit to the Company 60% of all monies it raises from future equity or debt transactions, exclusive of proceeds from equipment purchase financing transactions, until the Release Payment is paid in full.
|
·
|
Almont also became obligated to pay the $49 million balance of the US License Fee to the Company. Payment shall be made quarterly in an amount equal to 5% of Almont’s quarterly net profits. In addition, Almont is required to remit a portion of the proceeds it receives from equity or debt transactions, exclusive of equipment financing transactions to the Company until the entire balance of the US License fee is paid in full. However, the entire $49 million licensing fee is required to be paid on or before February 19, 2016.
|
·
|
Sublicensee shall have the exclusive right to use, lease and sell electric power generators designed with the CSRV® system technology within Canada.
|
·
|
Sublicensee will have a specified right of first refusal to market the electric power generators worldwide.
|
·
|
Upon commencement of the production and distribution of the electric power generators, the minimum annual number of generators to be purchased by Sublicensee in order to maintain exclusivity is 120. The Company has temporarily waived this provision due to the delay in delivery of Gen Sets. In the event Sublicensee fails to purchase the minimum 120 CSRV® generator engines during any year, Sublicensee will automatically lose its exclusivity. In such a case, Sublicensee would retain non-exclusive rights to continue to use and sell the CSRV® generator engines in the territory of Canada. Until otherwise agreed between the parties, the price per generator shall be $159,000.
|
·
|
Sublicensee is required to pay a royalty to the Company equal to 5% of its annual modified gross profit (which has been defined as sales, less cost of sales, plus $400,000.
|
·
|
All licensed rights under this license agreement related to the CSRV® system technology will remain with the Compa
ny.
|
2013
|
2012
|
|||||||
Raw materials
|
$ | 440,000 | $ | 439,000 | ||||
Work-in-process
|
59,000 | 59,000 | ||||||
Finished goods
|
- | - | ||||||
Less: Reserve for obsolescence
|
(387,000 | ) | (387,000 | ) | ||||
Total
|
$ | 112,000 | $ | 111,000 |
2013
|
2012
|
|||||||
Land
|
$ | 1,235,000 | $ | 1,235,000 | ||||
Building
|
964,000 | 964,000 | ||||||
Building improvements
|
83,000 | 83,000 | ||||||
Machinery and equipment
|
658,000 | 658,000 | ||||||
Furniture and fixtures
|
39,000 | 39,000 | ||||||
2,979,000 | 2,979,000 | |||||||
Less: Accumulated depreciation
|
(799,000 | ) | (737,000 | ) | ||||
Total
|
$ | 2,180,000 | $ | 2,242,000 |
2013
|
2012
|
|||||||
Legal and professional fees
|
$ | 1,388,000 | $ | 1,240,000 | ||||
General and administrative expenses
|
301,000 | 149,000 | ||||||
Accrued interest expense
|
264,000 | 118,000 | ||||||
Accrued compensation and benefits
|
196,000 | 175,000 | ||||||
Research and development costs
|
115,000 | 115,000 | ||||||
Total
|
$ | 2,264,000 | $ | 1,797,000 |
Principal Amount
|
Unamortized Discount
|
Embedded
Derivative Liability
|
||||||||||||||||||||||||||||||
Date
Issued
|
December
31,
2013
|
December
31,
2012
|
Nominal
Interest
Rate
|
Effective
Interest
Rate
(1)
|
December
31,
2013
|
December
31,
2012
|
December
31,
2013
|
December
31,
2012
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
12/11/13
|
$ | 28,000 | N/A | 10 | % | 134 | % | $ | 22,000 | N/A | $ | 43,000 | N/A | |||||||||||||||||||
12/10/13
|
28,000 | N/A | 12 | % | 117 | % | 19,000 | N/A | 45,000 | N/A | ||||||||||||||||||||||
12/9/13
|
28,000 | N/A | 10 | % | 134 | % | 22,000 | N/A | 43,000 | N/A | ||||||||||||||||||||||
11/27/13
|
32,000 | N/A | 8 | % | 133 | % | 25,000 | N/A | 33,000 | N/A | ||||||||||||||||||||||
10/11/13
|
47,000 | N/A | 8 | % | 147 | % | 31,000 | N/A | 48,000 | N/A | ||||||||||||||||||||||
8/14/13
|
28,000 | N/A | 12 | % | 147 | % | 14,000 | N/A | 45,000 | N/A | ||||||||||||||||||||||
8/8/13
|
53,000 | N/A | 8 | % | 147 | % | 14,000 | N/A | 53,000 | N/A | ||||||||||||||||||||||
6/4/13
|
28,000 | N/A | 12 | % | 92 | % | - | N/A | 45,000 | N/A | ||||||||||||||||||||||
3/21/13
|
- | N/A | 12 | % | 76 | % | - | N/A | 12,000 | N/A | ||||||||||||||||||||||
11/23/12
|
N/A | $ | 33,000 | 8 | % | 101 | % | N/A | $ | 17,000 | N/A | $ | 41,000 | |||||||||||||||||||
9/24/12
|
N/A | 32,000 | 8 | % | 122 | % | N/A | 14,000 | N/A | 41,000 | ||||||||||||||||||||||
8/6/12
|
N/A | 43,000 | 8 | % | 142 | % | N/A | 12,000 | N/A | 53,000 | ||||||||||||||||||||||
6/12/12
|
N/A | 12,000 | 8 | % | 142 | % | N/A | - | N/A | - | ||||||||||||||||||||||
$ | 272,000 | $ | 120,000 | $ | 147,000 | $ | 43,000 | $ | 367,000 | $ | 135,000 |
|
·
|
In a series of transactions during 2013, the Company made private sales, pursuant to stock purchase agreements of 4,666,666 unregistered shares of its common stock and 5,566,668 common stock warrants to purchase one share of common stock at an exercise prices ranging from $0.015 to of $0.04 per share in consideration for $125,000 received from the son of Richard W. Evans, a director.
|
|
·
|
In a series of transactions during 2013, the Company issued 3,618,676 registered shares of its common stock to Dutchess Opportunity Fund II, LP under an equity line of credit in consideration for $156,000.
|
|
·
|
In a series of transactions in 2013, the Company issued 14,142,085 unregistered shares of its common stock to George J. Coates for anti-dilution protection related to new shares of common stock issued in 2013. The estimated value of these shares, based on the closing trading price of the stock on the dates of the issuances was $420,000. On August 30, 2013, these shares were voluntarily returned to the Company for cancellation, upon which the shares were restored to the authorized, but unissued status.
|
|
·
|
In January 2013, the Company issued 20,895,046 unregistered shares of its common stock to George J. Coates in satisfaction of a deferred compensation liability consisting of 20,275,046 shares for anti-dilution protection for the year ended December 31, 2012 and a 620,000 share stock award originally granted in 2011. The value of these shares, based on the closing trading price on the dates of the anti-dilution or the date of the stock award was $1,761,000, of which $1,674,000 and $87,000 was charged to stock compensation expense during the years ended December 31, 2012 and 2011, respectively. On August 30, 2013, these shares were voluntarily returned to the Company for cancellation, upon which the shares were restored to the authorized, but unissued status.
|
|
·
|
In connection with an agreement to issue up to $335,000 of convertible promissory notes, during 2013, the Company issued a $67,000 principal amount, 12% convertible promissory note and three $28,000 principal amount, 12% convertible promissory notes and received cash proceeds of $135,000, net of original issue discount of $16,000.
|
|
·
|
The Company issued five 8% convertible promissory notes and received proceeds of $208,000, net of transaction costs.
|
|
·
|
In a series of transactions during 2013, 8% convertible promissory notes with an aggregate principal balance of $204,000, including accrued interest were converted into 10,968,349 unregistered shares of common stock.
|
|
·
|
A portion of a 12% convertible promissory note with a principal balance of $67,000, including accrued interest was converted into 2,750,000 unregistered shares of common stock.
|
|
·
|
The Company received proceeds of $10,000 from the son of Richard W. Evans, a director for the exercise of stock purchase warrants with an exercise price of $0.015 per share and issued 666,667 unregistered shares of its common stock.
|
|
·
|
The Company sold in a series of transactions, 5,557,375 restricted shares of its common stock, and 10,839,752 warrants to purchase one share of its common stock at exercise prices ranging from $0.045 to $0.12 per share and received proceeds of $355,000 from the son of Richard W. Evans, a director. These transactions were private sales of unregistered, restricted securities pursuant to stock purchase agreements.
|
|
·
|
The Company issued 190,185 restricted shares of its common stock to the son of Richard W. Evans, a director in consideration for 185,185 tradable shares of common stock which were utilized to pay for services.
|
|
·
|
The Company sold a total of 551,281 restricted shares of its common stock in consideration for $35,000 to Dr. Frank J. Adipietro, director. These transactions were private sales of unregistered, restricted securities pursuant to a stock purchase agreement.
|
|
·
|
The Company sold a total of 2,256,677 registered shares of its common stock under an equity line of credit with Dutchess Opportunity Fund II, LP and received proceeds of $259,000. There were no offering costs related to the sales of these shares.
|
|
·
|
In a series of transactions, $305,000 principal amount of convertible promissory notes, including accrued interest thereon was converted into 8,415,515 restricted shares of the Company’s common stock.
|
|
·
|
The Company issued 1,100,000 and 240,000 restricted shares of its common stock to Dr. Richard W. Evans and Dr. Frank J. Adipietro, directors, respectively. These shares were originally awarded as compensatory stock awards in 2011.
|
|
·
|
By mutual agreement, a $120,000 principal amount promissory note due to Dr. Richard W. Evans was converted into 2,000,000 restricted shares of the Company’s common stock.
|
|
·
|
By mutual agreement, a $50,000 principal amount promissory note, plus accrued interest thereon of $7,000, due to Dr. Frank J. Adipietro, was converted into 639,939 restricted shares of the Company’s common stock.
|
|
·
|
Under the anti-dilution arrangement which became effective January 1, 2012, George J. Coates was awarded 20,275,046 restricted shares of the Company’s common stock during the year ended December 31, 2012. Of this amount, 18,593,313 shares of common stock were initially issued throughout 2012. In December 2012, these shares were cancelled and restored to unissued status. The entire 20,275,046 shares of common stock awarded in 2012 were then reissued in January 2013. The estimated fair value of these shares was $1,674,000, which amount is included in stock-based compensation expense in the accompanying statement of operations for the year ended December 31, 2012.
|
Description
|
Number of
Underlying
Shares of
Common
Stock
|
Exercise
Price
|
Number
Vested
|
Number
Non-Vested
|
||||||||||||
Common stock options
|
100,000 | $ | 0.0420 | - | 100,000 | |||||||||||
Common stock options
|
5,607,000 | 0.0600 | 5,607,000 | - | ||||||||||||
Common stock options
|
1,800,000 | 0.2400 | 1,800,000 | - | ||||||||||||
Common stock options
|
2,000,000 | 0.2500 | 2,000,000 | - | ||||||||||||
Common stock options
|
50,000 | 0.3900 | 50,000 | - | ||||||||||||
Common stock options
|
360,000 | 0.4000 | 360,000 | - | ||||||||||||
Common stock options
|
100,000 | 0.4300 | 100,000 | - | ||||||||||||
Common stock options
|
1,750,000 | 0.4400 | 1,750,000 | - | ||||||||||||
Common stock options
|
30,000 | 1.0000 | 30,000 | - | ||||||||||||
Common stock warrants
|
500,000 | 0.0200 | N/A | N/A | ||||||||||||
Common stock warrants
|
666,667 | 0.0225 | N/A | N/A | ||||||||||||
Common stock warrants
|
1,000,000 | 0.0250 | N/A | N/A | ||||||||||||
Common stock warrants
|
333,333 | 0.0300 | N/A | N/A | ||||||||||||
Common stock warrants
|
2,000,001 | 0.0350 | N/A | N/A | ||||||||||||
Common stock warrants
|
500,000 | 0.0400 | N/A | N/A | ||||||||||||
Common stock warrants
|
333,333 | 0.0450 | N/A | N/A | ||||||||||||
Common stock warrants
|
400,000 | 0.0500 | N/A | N/A | ||||||||||||
Common stock warrants
|
2,181,819 | 0.0550 | N/A | N/A | ||||||||||||
Common stock warrants
|
2,000,000 | 0.0600 | N/A | N/A | ||||||||||||
Common stock warrants
|
4,269,838 | 0.0625 | N/A | N/A | ||||||||||||
Common stock warrants
|
571,429 | 0.0700 | N/A | N/A | ||||||||||||
Common stock warrants
|
666,666 | 0.0900 | N/A | N/A | ||||||||||||
Common stock warrants
|
416,667 | 0.1200 | N/A | N/A | ||||||||||||
Common stock warrants
|
1,200,000 | 0.2500 | N/A | N/A | ||||||||||||
Common stock warrants
|
833,333 | 0.2700 | N/A | N/A | ||||||||||||
Common stock warrants
|
333,333 | 0.3000 | N/A | N/A | ||||||||||||
Common stock warrants
|
153,846 | 0.3250 | N/A | N/A | ||||||||||||
Common stock warrants
|
1,028,570 | 0.3500 | N/A | N/A | ||||||||||||
$10,000, 10% Convertible promissory note
|
22,222 | 0.4500 | N/A | N/A | ||||||||||||
8% Convertible promissory notes
|
6,445,105 | (1 | ) | N/A | N/A | |||||||||||
10% Convertible promissory notes
|
3,160,920 | (1 | ) | N/A | N/A | |||||||||||
12% Convertible promissory notes
|
5,156,232 | (1 | ) | N/A | N/A | |||||||||||
Total
|
45,970,314 |
|
(1)
|
The principal amount of convertible promissory notes outstanding at December 31, 2013, was $272,000. Under the convertible terms of these notes, the number of share of common stock into which these notes are convertible is variable because the conversion rates of the notes are based on the trading price of the common stock over a defined a number of trading days leading up to the conversion date during a defined conversion rate pricing period. The actual number of shares underlying these convertible instruments will likely vary from the number assumed above. The number of shares underlying these convertible notes was determined based on the defined conversion rates of the various convertible notes, assuming conversion had occurred as of December 31, 2013.
|
Description
|
Number of
Underlying
Shares of
Common
Stock
|
Exercise
Price
|
Number
Vested
|
Number
Non-Vested
|
||||||||||||
Common stock options
|
5,607,000 | $ | 0.0600 | - | 5,607,000 | |||||||||||
Common stock options
|
1,800,000 | 0.2400 | 1,800,000 | - | ||||||||||||
Common stock options
|
2,000,000 | 0.2500 | 2,000,000 | - | ||||||||||||
Common stock options
|
50,000 | 0.3900 | 50,000 | - | ||||||||||||
Common stock options
|
360,000 | 0.4000 | 360,000 | - | ||||||||||||
Common stock options
|
100,000 | 0.4300 | 100,000 | - | ||||||||||||
Common stock options
|
1,750,000 | 0.4400 | 1,750,000 | - | ||||||||||||
Common stock options
|
30,000 | 1.0000 | 30,000 | - | ||||||||||||
Common stock warrants
|
333,333 | 0.0450 | N/A | N/A | ||||||||||||
Common stock warrants
|
400,000 | 0.0500 | N/A | N/A | ||||||||||||
Common stock warrants
|
2,181,819 | 0.0550 | N/A | N/A | ||||||||||||
Common stock warrants
|
2,000,000 | 0.0600 | N/A | N/A | ||||||||||||
Common stock warrants
|
4,269,838 | 0.0625 | N/A | N/A | ||||||||||||
Common stock warrants
|
571,429 | 0.0700 | N/A | N/A | ||||||||||||
Common stock warrants
|
666,666 | 0.0900 | N/A | N/A | ||||||||||||
Common stock warrants
|
416,667 | 0.1200 | N/A | N/A | ||||||||||||
Common stock warrants
|
1,200,000 | 0.2500 | N/A | N/A | ||||||||||||
Common stock warrants
|
833,333 | 0.2700 | N/A | N/A | ||||||||||||
Common stock warrants
|
333,333 | 0.3000 | N/A | N/A | ||||||||||||
Common stock warrants
|
153,846 | 0.3250 | N/A | N/A | ||||||||||||
Common stock warrants
|
1,028,570 | 0.3500 | N/A | N/A | ||||||||||||
$10,000, 10% Convertible promissory note
|
22,222 | 0.4500 | N/A | N/A | ||||||||||||
8% Convertible promissory notes
|
10,550,214 | (1 | ) | N/A | N/A | |||||||||||
Total
|
36,658,270 |
|
(1)
|
The principal amount of convertible promissory notes outstanding, none of which were eligible for conversion at December 31, 2012, was $120,000. The conversion rate is variable as it is equal to the average of the three lowest closing bid prices during the ten trading days prior to the date of conversion. The actual number of shares underlying these convertible instruments will likely vary from the number assumed above. The number of shares underlying these convertible notes was determined based on the three lowest closing bid prices during the ten trading days prior to December 31, 2012.
|
Exercise
Price Per
Share
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual Life
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Fair Value
Per Stock Option
at Date of
Grant
|
|||||||||||||||||||
Balance, 1/1/12
|
0.25 -1.00 | 6,090,000 | 12 | 2,290,000 | 0.320 | 0.280 | ||||||||||||||||||
Stock options granted
|
0.060 | 5,607,000 | 15 | - | 0.060 | 0.060 | ||||||||||||||||||
Vested
|
0.240 | - | 14 | 1,800,000 | 0.240 | 0.240 | ||||||||||||||||||
Vested
|
0.250 | - | 14 | 2,000,000 | 0.250 | 0.240 | ||||||||||||||||||
Balance, 12/31/12
|
0.600 -1.000 | 11,697,000 | 12 | 6,090,000 | 0.194 | 0.180 | ||||||||||||||||||
Stock options granted
|
0.042 | 100,000 | 15 | - | 0.042 | 0.042 | ||||||||||||||||||
Vested
|
0.240 | - | 14 | 5,607,000 | 0.240 | 0.240 | ||||||||||||||||||
Balance, 12/31/13
|
0.042 – 1.000 | 11,797,000 | 12 | 11,697,000 | 0.193 | 0.179 | ||||||||||||||||||
●
|
Historical stock price volatility
|
139% - 325%
|
|
●
|
Risk-free interest rate
|
0.21%-4.64%
|
|
●
|
Expected life (in years)
|
4
|
|
●
|
Dividend yield
|
0.00
|
●
|
Historical stock price volatility: The Company utilized the volatility in the trading of its common stock computed for the 12 months of trading immediately preceding the date of grant for options granted in 2013 and 2012.
|
●
|
Risk-free interest rate: The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of the grant for a period that is commensurate with the assumed expected option life.
|
●
|
Expected life: The expected life of the options represents the period of time options are expected to be outstanding. The Company has very limited historical data on which to base this estimate. Accordingly, the Company estimated the expected life based on its assumption that the executives will be subject to frequent black out periods during the time that the stock options will be exercisable and based on the Company’s expectation that it will complete its research and development phase and commence its initial production phase. The vesting period of these options was also considered in the determination of the expected life of each stock option grant.
|
●
|
No expected dividends.
|
Name
|
Title
|
Number of
Shares of
Common Stock
Underlying
Stock
Options
|
Exercise
Price per
Share
|
Option
Expiration
Date
|
|||||||
George J. Coates
|
Chairman, Chief Executive Officer and President
|
1,000,000
50,000
275,000
1,800,000
1,815,000
|
(1)
(1)
(1)
(1)
(1)
|
$ |
0.440
0.430
0.400
0.250
0.060
|
10/23/2021
11/4/2024
11/17/2025
7/25/2026
6/24/2027
|
|||||
Gregory Coates
|
Director and President, Technology Division
|
500,000
1,800,000
|
(1)
(1)
|
0.440
0.240
|
10/23/2021
8/8/2026
|
||||||
Barry C. Kaye
|
Director, Treasurer and Chief Financial Officer
|
125,000
100,000
|
(1)
(2)
|
0.440
0.042
|
10/18/2021
12/11/2028
|
||||||
Dr. Frank J. Adipietro
|
Non-employee Director
|
25,000
50,000
85,000
667,000
|
(1)
(1)
(1)
(1)
|
0.440
0.430
0.400
0.060
|
3/28/2022
11/3/2024
11/17/2025
6/24/2027
|
||||||
Dr. Richard W. Evans
|
Non-employee Director and Secretary
|
25,000
50,000
200,000
3,125 000
|
(1)
(1)
(1)
(1)
|
0.440
0.390
0.250
0.060
|
3/28/2022
12/27/2024
2/15/2026
6/20/2027
|
||||||
Dr. Michael J. Suchar
|
Non-employee Director
|
25,000 | (1) | 0.440 |
3/28/2022
|
||||||
Richard Whitworth
|
Non-employee Director
|
25,000 | (1) | 0.440 |
3/28/2022
|
||||||
William Wolf. Esq.
|
Outside General Counsel
|
25,000 | (1) | 0.440 |
4/4/
2022
|
||||||
Company Supplier
|
Company Supplier
|
30,000 | (1) | 1.000 |
10/7/2015
|
|
(1)
These stock options are fully vested.
|
|
(2)
These options will fully vest in December 2014.
|
2013
|
2012
|
|||||||
Current deferred tax asset - inventory reserve
|
$ | 195,000 | $ | 195,000 | ||||
Non-Current Deferred Tax Assets:
|
||||||||
Net operating loss carryforwards
|
6,201,000 | 5,774,000 | ||||||
Stock-based compensation expense
|
1,688,000 | 1,436,000 | ||||||
Accrued liabilities not paid
|
481,000 | 492,000 | ||||||
Deferred compensation not paid within 2.5 months
|
115,000 | - | ||||||
Accrued interest on notes to related parties
|
115,000 | 64,000 | ||||||
Total long-term deferred tax assets
|
8,600,000 | 7,766,000 | ||||||
Total deferred tax assets
|
8,795,000 | 7,961,000 | ||||||
Less: valuation allowance
|
(8,795,000 | ) | (7,961,000 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
2013
|
2012
|
|||||||
Federal tax provision (benefit) at the statutory rate
|
34.0 | % | 34.0 | % | ||||
State income tax provision (benefit), net of federal benefit
|
(2.7 | ) | (2.7 | ) | ||||
Net change in net operating loss carryforwards
|
(15.5 | ) | (16.6 | ) | ||||
Stock-based compensation expense
|
(9.1 | ) | (15.6 | ) | ||||
Accrued interest not deductible for tax return purposes
|
(6.0 | ) | (1.2 | ) | ||||
Deferred compensation not paid within 2.5 months
|
(4.2 | ) | - | |||||
(Increase) Decrease in estimated fair value of embedded derivative liabilities
|
(3.1 | ) | 2.9 | |||||
Provision for slow-moving and obsolete inventory
|
- | (2.1 | ) | |||||
Accrued liabilities not deductible for tax return purposes
|
0.4 | (1.1 | ) | |||||
Officer’s life insurance
|
(0.2 | ) | - | |||||
Total
|
(6.4 | ) | (2.4 | ) | ||||
Valuation allowance
|
6.4 | 2.4 | ||||||
Effective tax rate
|
0.0 | % | 0.0 | % |
2013
|
2012
|
|||||||
George J. Coates (a)(b)(c)(d)(e)(f)(g)
|
$ | 29,000 | $ | 277,000 | ||||
Gregory Coates (a)(h)
|
169,000 | 173,000 | ||||||
Bernadette Coates (i)
|
15,000 | 77,000 |
|
(a)
|
Includes compensation paid in 2012 for vacation earned but not taken.
|
|
(b)
|
For the year ended December 31, 2013, George J. Coates earned additional base compensation of $231,000, payment of which is being deferred until the Company has sufficient working capital. This amount is included in deferred compensation in the accompanying balance sheet at December 31, 2013.
|
|
(c)
|
During the year ended December 31, 2013, George J. Coates was awarded 14,142,085 unregistered shares of the Company’s common stock for anti-dilution protection related to new shares of common stock issued in 2013. The estimated value of these shares, based on the closing trading price of the stock on the dates of issuance was $430,000 which was charged to stock-based compensation expense for the the year ended December 31, 2013. On August 30, 2013, these shares were voluntarily returned to the Company for cancellation, upon which the shares were restored to the authorized, but unissued status.
|
|
(d)
|
In January 2013, the Company issued 20,895,046 unregistered shares of its common stock to George J. Coates in satisfaction of a deferred compensation liability consisting of 20,275,046 shares for anti-dilution protection for the year ended December 31, 2012 and a 620,000 share stock award originally granted in 2011. The value of these shares, based on the closing trading price on the dates of the anti-dilution or the date of the stock award was $1,761,000, of which $1,674,000 and $87,000 was charged to stock-based compensation expense during the years ended December 31, 2012 and 2011, respectively. On August 30, 2013, these shares were voluntarily returned to the Company for cancellation, upon which the shares were restored to the authorized, but unissued status.
|
|
(e)
|
During the year ended December 31, 2013, George J. Coates was awarded 68,590 unregistered shares of the Company’s Series A Preferred Stock for anti-dilution protection related to new shares of common stock issued in 2013. The estimated value of these shares was $170,000.
|
|
(f)
|
Excludes compensation in 2012 consisting of 20,275,046 restricted shares of common stock awarded to George J. Coates pursuant to an anti-dilution arrangement in effect during the year ended December 31, 2012. Of this amount, 18,593,313 shares of common stock were initially issued throughout 2012. In December 2012, these shares were cancelled and restored to unissued status. The entire 20,275,046 shares of common stock awarded in 2012 were then reissued in January 2013. The estimated fair value of these shares was $1,674,000, which amount is included in stock-based compensation expense in the accompanying statement of operations for the year ended December 31, 2012.
|
|
(g)
|
Excluded from the amounts reported above for 2012 are 1,815,000 stock options with an exercise price of $0.06 per share. The estimated fair value of these stock options on the date of grant was $116,000.
|
|
(h)
|
During the year ended December 31, 2012, the Company recorded stock-based compensation expense amounting to $252,000 in connection with employee stock options granted to Gregory Coates in 2011.
|
|
(i)
|
For the year ended December 31, 2013, Bernadette Coates earned additional base compensation of $57,000, payment of which is being deferred until the Company has sufficient working capital. This amount is included in deferred compensation in the accompanying balance sheet at December 31, 2013.
|
Due Within
|
||||||||||||||||
Total
|
2014
|
2015
|
2016
|
|||||||||||||
Mortgage loan payable
|
$ | 1,513,000 | $ | 1,513,000 | $ | - | $ | - | ||||||||
Promissory notes to related parties
|
603,000 | 603,000 | - | - | ||||||||||||
Convertible promissory notes
|
272,000 | 272,000 | - | - | ||||||||||||
Finance lease obligation
|
144,000 | 50,000 | 72,000 | 22,000 | ||||||||||||
Settlement of litigation
|
85,000 | 75,000 | 10,000 | - | ||||||||||||
10% promissory note
|
10,000 | 10,000 | - | - | ||||||||||||
Total
|
$ | 2,627,000 | $ | 2,523,000 | $ | 82,000 | $ | 22,000 |
COATES INTERNATIONAL LTD.
|
||
By:
|
/s/ George J. Coates | |
Name: George J. Coates
|
||
Title: President and Chief Executive Officer
|
Issuance Date:
January 14, 2014
|
Original Principal Amount:
$100,000
|
Note No.
COTE-1
|
Consideration Paid at Close: $33,333
|
COMPANY:
|
||
Coates International, Ltd.
|
||
By:
|
/s/ Barry C. Kaye
|
|
Name:
|
Barry C. Kaye
|
|
Title:
|
Chief Financial Officer
|
|
HOLDER:
|
||
Black Mountain Equities, Inc.
|
||
By:
|
/s/ Adam Baker
|
|
Name:
|
Adam Baker
|
|
Title:
|
President
|
Date of Conversion:
|
||
Conversion Amount:
|
||
Conversion Price:
|
||
Shares to be Delivered:
|
Signature:
|
||
By:
|
|
|
Title:
|
|
|
Black Mountain Equities, Inc. |
Name
|
Approximate Percentage of Outstanding Voting Shares Held
|
|||
Coates Hi-Tech Engines, Ltd.
|
67
|
%
|
Date:
March 31, 2014
|
By:
|
/s/ George J. Coates |
George J. Coates
|
||
President and Chief Executive Officer
|
||
(Principal Executive Officer)
|
Date:
March 31, 2014
|
/s/ Barry C. Kaye | |
Barry C. Kaye
|
||
Chief Financial Officer
|
||
(Principal Accounting Officer)
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
March 31, 2014
|
/s/ George J. Coates
|
|
George J. Coates
|
||
President and Chief Executive Officer
(Principal Executive Officer )
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
March 31, 2014
|
/s/ Barry C. Kaye
|
|
Barry C. Kaye
|
||
Treasurer and Chief Financial Officer
(Principal Accounting Officer)
|