UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2015

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 000-53459

HYBRID COATING TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

950 John Daly Blvd. Suite 260
Daly City, CA 94015
(Address of principal executive offices)

(650) 491-3449
(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $ 0.001 par value

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.
Yes [X]      No [   ] 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

57,856,880 shares of the issuer’s common shares, par value $0.001 per share, were issued and outstanding as of May 20, 2015.

TABLE OF CONTENTS

1

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited consolidated balance sheet of Hybrid Coating Technologies Inc. as of March 31, 2015 and the related unaudited consolidated statements of operations, and cash flows for the three months ended March 31, 2015 have been prepared by management in conformity with accounting principles generally accepted in the United States. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2015 or any other subsequent period.

2

Hybrid Coating Technologies Inc.
Consolidated Balance Sheets
(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

Hybrid Coating Technologies Inc.
Consolidated Statements of Operations
For the Three Months ended March 31, 2015 and 2014
(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

Hybrid Coating Technologies Inc.
Consolidated Statements of Cash Flows
For the Three Months ended March 31, 2015 and 2014
(Unaudited)

5

Hybrid Coating Technologies Inc.
Consolidated Statements of Cash Flows (continued)
For the Three Months ended March 31, 2015 and 2014
(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

Hybrid Coating Technologies Inc.
Notes to Consolidated Financial Statements
For the Three Months Ended March 31, 2015
(Unaudited)

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Hybrid Coating Technologies Inc. (the “Company”, “HCT”) was incorporated in the State of Nevada on July 8, 2010.

The Company manufactures and sells under license, alternative non-toxic (isocyanate-free) polyurethane, Green Polyurethane™, including coatings and raw binder ingredients (Green Polyurethane® Monolithic Floor Coating and Green Polyurethane™ Binder).

The accompanying consolidated financial statements, which should be read in conjunction with the financial statements and footnotes of Hybrid Coating Technologies Inc., included in Form 10-K filed on April 15, 2015 with the Securities and Exchange Commission, are unaudited, but have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015.

Going Concern

The Company remains highly dependent upon funding from non-operational sources. The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $24,848,551, and has a working capital deficit of $6,564,243 as of March 31, 2015. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support The Company’s working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available the Company may be required to curtail or cease its operations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s fiscal year end is December 31.

Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Nanotech. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements.

Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents – The Company maintains various cash balances in two financial institutions located in Daly City, California. These balances are fully insured by the Federal Deposit Insurance Corporation, which insures up to $250,000. On occasion, balances may temporarily exceed such coverage. The Company considers all highly liquid debt instruments, which could include commercial paper and certificates of deposits, with an original maturity of three months or less to be cash equivalents. Investments with maturities greater than three months and less than on year are classified as short term investments.

7

Intangible Assets - Intangible assets are comprised of intellectual property which is amortized on a straight-line basis over the assets’ respective life, ranging from 24 months to 120 months. Intellectual property with a perpetual life in not amortized.

Impairment of Long-Lived Assets – Long-lived assets to be held and used are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of such asset may not be recoverable. The determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset or its disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or net realizable value.

Revenue Recognition – Revenue is recognized when persuasive evidence of an arrangement exists, goods are delivered, sales price is determinable, and collection is reasonably assured.

Fair Value – ASC 820 defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

As of March 31, 2015 and 2014, the significant inputs to the Company’s derivative liability calculation were Level 3 inputs.

Stock-Based Compensation – For stock and stock options awarded in return for services rendered, the expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.

Earnings Per Share - Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding over the reporting period. In periods in which the Company reports a net loss, dilutive securities are excluded from the calculation of diluted net loss per share amounts as the effect would be anti-dilutive.

For three months ended March 31, 2015 and 2014, the following convertible debt and warrants to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive:

Recently Issued Accounting Pronouncements – The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flow.

Subsequent Events – The Company has evaluated all transactions occurring from March 31, 2015 through the date of issuance of the consolidated financial statements for disclosure consideration.

8

NOTE 3 – INTANGIBLE ASSET

The following is a summary of the licenses acquired to date from Nanotech Industries, Inc. (“NTI”)

Intangible assets activity is as follows for the three months ended March 31, 2015 and 2014:

The balance of intangible assets, net is as follows:

NOTE 4 – LOANS PAYABLE

Loans payable include a loan from a non-related party that was issued for $75,000 on November 16, 2010 and was repayable on May 16, 2011 with a 10% premium. The balance at March 31, 2015 and December 31, 2014 was $27,500, and the loan is currently in default. The Company has not received any notices from the loan holder with respect to the defaults.

In 2012, the Company entered into various loan agreements totaling $681,500 at interest rates ranging from 15%-25%. These loans are all currently in default. The creditors have not called these loans.

In 2013, the Company entered into various loan agreements totaling $268,500, at interest rates ranging from 15%-16%. These loans are all currently in default. The creditors have not called these loans.

9

In 2015, a non-related party advanced the Company $25,000. This is a demand loan, non-interest bearing with no specified terms of repayment.

The Company recorded $0 and $5,455 of interest expense related to the debt discount during the three months ended March 31, 2015 and 2014, respectively. During the three months ended March 31, 2015 and 2014, interest expense related to these notes was $40,147 and $42,175, respectively, and the interest paid was $13,200 and $10,775, respectively.

NOTE 5 – LOANS PAYABLE – SHAREHOLDERS

During the years ended December 31, 2013, 2012 and 2011, the Company entered into various loan agreements and arrangements for loans with certain shareholders. The loans all have different maturity dates ranging from 2011 to 2015 and interest rates that range from 2% to 18%. The Company was in default on loans totalling $999,026 as of March 31, 2015. The shareholders have not called these loans.

During the three months ended March 31, 2015, the Company received $530,445 in shareholder loans and repaid $525,035.

During the three months ended March 31, 2015, a shareholder-creditor transferred $100,000 of its outstanding balance owed by the Company to a third party. The Company and the third party agreed to amend the loan agreement to allow the third party to convert the principal balance into shares of the Company’s stock. The third party converted the principal balance of $100,000 into 6,252,324 shares of the Company’s common stock. The shares had a fair value of $258,141 and the Company recorded a loss on debt extinguishment of $158,141.

During the three months ended March 31, 2015 and 2014, the Company recorded interest expense related to the amortization of debt discounts of $0 and $12,404, respectively, related to all loans from shareholders. As of March 31, 2015 and 2014, the total interest expense was $20,875 and $12,350, respectively, and the total interest paid on loans from shareholders was $1,874 and $0, respectively. The Company had an outstanding balance of $1,843,980 and $1,944,504 as of March 31, 2015 and December 31, 2014, respectively.

NOTE 6 –CONVERTIBLE DEBENTURES

On April 29, 2011, the Company issued convertible debentures for proceeds of $1,201,000 (the “April 29” debenture) and on February 21, 2012, issued an additional $119,500 (the “Feb 21” debenture and together the “Debentures”) with a maturity of 36 months and a coupon rate of 10% per annum payable in cash or capital stock at the Company’s discretion. The debentures are held by third parties and by non-controlling shareholders, and are convertible as follows:

April 29, 2011 convertible debentures

-by dividing the conversion amount by a conversion factor of 1.4 yielding Units of the Company where each Unit (at a price of $1.40 per Unit), is comprised of 1 share of common stock and one half of a warrant to purchase a share of common stock of the Company with an exercise price of $2.00 per share and a maturity at April 29, 2014. Warrants are exercisable at the option of the holder at any time prior to maturity.

February 21, 2012 convertible debentures:

-by dividing the conversion amount by a conversion factor of 1.45 yielding Units of the Company where each Unit (at a price of $1.45 per Unit), is comprised of 1 share of common stock and one half of a warrant to purchase a share of common stock of the Company with an exercise price of $2.10 per share and a maturity at February 21, 2015. Warrants are exercisable at the option of the holder at any time prior to maturity.

Both debentures carry an anti-dilution provision. The conversion price applicable to the debentures is subject to reset in the event of a Dilutive Issuance (as defined in the debenture agreement) by the Company. A Dilutive Issuance excludes shares or options issued to employees, officers, directors or consultants pursuant to stock option plans approved by the Board of Directors.

The Company recorded a corresponding discount of $46,721 and $558,248 against the carrying value of the convertible debentures during the years ended December 31, 2012 and 2011, respectively. The discounts were amortized using the effective interest method over the term of the debt.

On November 20, 2013, the Company entered in an amendment agreement modifying its terms with both the April 29 and February 21 debenture holders as follows:

1) The maturity date of the Debentures, was extended by a period of 24 (twenty-four) months, to April 29, 2016 and February 21, 2017, respectively,

10

2) Each Unit into which the Debentures are convertible shall be comprised of 2 stock purchase warrants at an exercise price per share equal to the conversion price. The warrants shall expire 36 (thirty-six months) from the date of issuance.

As consideration for the amendments, the Company issued a total of 400,152 shares to the debenture holders at a price of $0.33 per share.

The amendment resulted in an extinguishment of both the April 29 and February 21 Debentures as the present value of the new convertible debentures exceeded the present value of the old debentures by greater than 10%.

The Company measured the fair value of the embedded derivatives in the April 29 Debentures, which was $76,322 on the date of the amendments and recorded a gain of $61,238 for the change in fair value of the derivative liabilities.

The Company recorded a loss on extinguishment of debt on the April 29 debenture of $530,541 and the new debt was recorded at its fair value of $1,268,453 with a corresponding derivative liability of $357,790.

The Company measured the fair value of the embedded derivatives in the February 21 debentures, which was $23,090 on the date of the amendments and recorded a gain of $6,071 for the change in fair value of the derivative liabilities.

The Company recorded a loss on extinguishment of debt on the February 21 debenture of $113,195 and the new debt was recorded at its fair value of $128,405 with a corresponding derivative liability of $102,150.

On November 12, 2014, the Company issued convertible debentures for $25,000, a maturity of 24 months and a coupon rate of 10% per annum payable in cash or capital stock at the Company’s discretion. The debentures are held by third parties and by non-controlling shareholders. The conversion price is calculated as 45% of the average trading price for the five days prior to the conversion however the conversion price can never be lower than $0.08 per share nor can it exceed $0.30 per share. An unamortized discount of $2,804 remains outstanding.

Interest of $ 33,180 and $32,560 have been recorded for the quarters ended March 31, 2015 and March 31, 2014, respectively. No interest payments were made during the three months ended March 31, 2015. The balance of the debentures both at March 31, 2015 and December 31, 2014, was $1,342,696.

NOTE 7 – CONVERTIBLE NOTES

On July 23, 2014, the Company entered into an agreement with an investor whereby the investor could lend a principal sum up to $250,000 including an original issue discount (“OID”) of $25,000. Upon signing, the investor was required to pay $111,111 with the OID prorated based on the actual consideration paid. The investor may pay additional amounts at its own discretion. The OID on the $111,111 investment was $11,111 and was recorded as debt discount. In March 2015, the Company borrowed an additional $62,223 with and OID of $12,223 from the investor. If the Company pays the investor within 90 days then there is 0% interest, and if the Company pays after 90 days then there is a one-time interest charge of 12% applied to the outstanding balance. The maturity date is 2 years from the date of each borrowing and the outstanding balance and any interest is due and payable. The note is convertible into common shares of the Company. The conversion price is 60% of the lowest trade price of the 25 trading days prior to the conversion.

In the case that conversion shares are not deliverable, an additional 10% discount will apply; and if the shares are ineligible for deposit into the Depository Trust Company system and only eligible for Xclearing deposit, an additional 5% discount shall apply; and in the case of both, an additional cumulative 15% discount shall apply.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $153,702, a debt discount of $100,000 and recognized the difference as additional interest during the year ended December 31, 2014. The Company recorded a derivative liability of $95,613 for the amount borrowed in March 2015 with $50,000 being recorded as a debt discount and recognized the difference as additional interest expense.

The Company repaid the original borrowing of $111,111 and accrued interest of $13,333 in January 2015. The Company amortized the remaining debt discount of $86,605 on the original borrowing as interest expense on the date the note was repaid. The Company amortized $2,301 of the debt discount as interest expense on the $62,223 additional borrowing for the three months ended March 31, 2015.

On October 3, 2014, the Company entered into an agreement with an investor whereby the investor loaned a principal sum of $115,000. Upon signing, the Company received $108,000 in cash and paid fees of $7,000 recorded as debt discount. The maturity date is April 3, 2015 and the interest rate from the date of borrowing is 12% per annum. The note and any accrued unpaid interest are convertible into common shares of the Company. The conversion price is 60% of the lowest trade price of the 20 trading days prior to the conversion. The Note has redemption premiums, if the Note is repaid prior to maturity, of 130% up until the 160th day and 150% thereafter up until maturity. The Company does not intend to repay the Note prior to maturity.

11

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $73,357 and a debt discount was recorded. During the three months ended March 31, 2015, the Company amortized $32,143 of the debt discount on the note as interest expense. This note is currently in default, however, the Company has not received a demand for repayment.

On November 13, 2014, the Company entered into an agreement with an investor whereby the investor loaned a principal sum of $54,000. Upon signing, the Company received $50,000 in cash and paid fees of $4,000, recorded as a debt discount. The maturity date is August 17, 2015 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 22% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 61% of the lowest trade price of the 10 trading days prior to the conversion.

The Company determined that the conversion option was a derivative, accordingly, the Company recorded a derivative liability of $65,717 of which $50,000 was recorded as debt discount, and $15,717 as additional interest expense. During the three months ended March 31, 2015, the Company amortized $17,545 of the debt discount as interest expense and recorded accrued interest of $1,080.

On January 7, 2015, the Company entered into an agreement with an investor whereby the investor loaned a principal sum of $65,000. The Company received $50,000 in cash and paid fees of $15,000, recorded as a debt discount. The maturity date of the note is September 30, 2015 and the interest rate from the date of borrowing is 18% per annum. If the convertible note is unpaid by maturity the interest rate becomes 22% per annum thereafter. The convertible note and any accrued unpaid interest is convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 50% of the lowest closing bid price of the 20 trading days prior to the conversion. The convertible note has a redemption premiums if the convertible note is repaid prior to 180 days of 120% of the principal and accrued interest.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $111,083 of which $50,000 was recorded as debt discount, and $61,083 as additional interest expense. During the three months ended March 31, 2015, the Company amortized $21,429 of the debt discount as interest expense.

On January 13, 2015, the Company entered into an agreement with an investor whereby the investor loaned a principal sum of $52,500. Upon signing, the Company received $50,000 in cash and paid fees of $2,500, recorded as a debt discount. The maturity date of the convertible note is January 13, 2016 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this Note. The conversion price is 60% of the lowest closing bid price of the 20 trading days prior to the conversion. The note has redemption premiums if the note is repaid prior to 180 days of 110% to 135% based on the number of days after the issuance that the note is repaid.

The Company determined that the conversion option was a derivative, accordingly, the Company recorded a derivative liability of $109,533 of which $50,000 was recorded as debt discount, and $59,533 as additional interest expense. During the three months ended March 31, 2015 the Company amortized the $11,075 of debt discount as interest expense and recorded accrued interest of $886.

On January 16, 2015, the Company entered into an agreement with an investor whereby the investor lent a principal sum of $54,000. Upon signing, the Company received $50,000 in cash and paid fees of $4,000, recorded as a debt discount. The maturity date is October 20, 2015 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 22% per annum thereafter. The note and any accrued unpaid interest is convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 61% of the lowest trade price of the 10 trading days prior to the conversion. The note has redemption premiums if the Note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

The Company determined that the conversion option was a derivative, accordingly, the Company recorded a derivative liability of $82,026 of which $50,000 being recorded as debt discount, and $32,026 as additional interest expense. During the three months ended March 31, 2015, the Company amortized $14,426 of the debt discount as interest expense.

On January 21, 2015, the Company entered into an agreement with an investor whereby the investor loaned a principal sum of $35,000. Upon signing, the Company received $33,000 in cash and paid fees of $2,000, recorded as a debt discount. The maturity date is January 21, 2016 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 22% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 60% of the lowest closing bid price of the 20 trading days prior to the conversion. The note has redemption premiums if the note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

12

The Company determined that the conversion option was a derivative, accordingly, the Company recorded a derivative liability of $65,569 of which $33,000 was recorded as debt discount, and $32,569 as additional interest expense. During the three months ended March 31, 2015, the Company amortized $6,616 of the debt discount as interest expense.

On January 28, 2015, the Company entered into an agreement with an investor whereby the investor agreed to lend a principal sum of up to $220,000. Upon closing, the Company received $35,000 in cash The Company paid an OID of $3,500 and an interest payable on issuance $3,850. The maturity date of the notes is January 28, 2016 and the interest rate from the date of borrowing is 10% per annum which was recorded at issuance. If the note is unpaid by maturity the interest rate becomes 20% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 60% of the lowest trading price of the 25 trading days prior to the conversion. The note has redemption premiums if the note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

The Company determined that the conversion option was a derivative, accordingly, the Company recorded a derivative liability of $80,513 of which $35,000 being recorded as debt discount, and $45,513 as additional interest expense. During the three months ended March 31, 2015, the Company amortized $7,194 of the debt discount as interest expense.

On February 5, 2015, the Company entered into an agreement with an investor whereby the investor agreed to lend a principal sum of up to $250,000 with OID of 12% of all amounts borrowed. Upon closing, the Company received $25,000 in cash and paid fees of $2,174, recorded as a debt discount. The maturity date is February 5, 2017. The note does not bear interest, however, if the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 60% of the lowest trading price of the 25 trading days prior to the conversion. The note has redemption premiums if the note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

The Company determined that the conversion option was a derivative, accordingly, the Company recorded a derivative liability of $50,952 of which $25,000 was recorded as debt discount, and $25,952 as additional interest expense. During the three months ended March 31, 2015, the Company amortized $2,007 of the debt discount as interest expense.

On March 6, 2015, the Company entered into an agreement with an investor whereby the investor agreed to lend a principal sum of up to $100,000. Upon closing, the Company received $25,000 in cash and recorded an OID $2,778 as debt discount. The maturity date is March 6, 2017. The note has a one time interest fee from the date of each borrowing of 12% per annum and was recorded at issuance as debt discount in the amount of $3,333. If the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 60% of the lowest closing bid price of the 20 trading days prior to the conversion. The Note has redemption premiums if the Note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

The Company determined that the conversion option was a derivative, accordingly, the Company recorded a derivative liability of $50,880 of which $25,000 was recorded as debt discount, and $25,880 as additional interest expense. During the three months ended March 31, 2015, the Company amortized $1,064 of the debt discount as interest expense.

On March 26, 2015, the Company entered into an agreement with an investor whereby the investor loaned a principal sum of $22,500. Upon signing, the Company received $18,750 in cash and paid fees of $3,750, recorded as a debt discount. The maturity date is March 26, 2016 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this Note. The conversion price is 60% of the lowest trading price of the 20 trading days prior to the conversion. The Note has redemption premiums if the note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

The Company determined that the conversion option was a derivative, accordingly, the Company recorded a derivative liability of $56,832 of which $18,750 was recorded as debt discount, and $39,882 as additional interest expense. During the three months ended March 31, 2015, the Company amortized $307 of the debt discount as interest expense.

NOTE 8 – SENIOR SECURED CONVERTIBLE DEBENTURES

On August 16, 2010, the Company entered into a securities purchase agreement with a third party for the subscription of senior secured convertible debentures (“SSCD”) for an amount of $400,000. The debentures have a maturity date of August 16, 2012 with a coupon of 10% and convert at the option of the holder into shares of common stock of the Company at a price of $0.75 per share. The notes are secured by all assets of the Company. The subscriber also received 533,336 Series A warrants with a maturity of 1 year and an exercise price of $1.25 and 133,360 Series B warrants with a term of 3 years and an exercise price of $1.50. The debentures and Series A warrants carry registration rights whereby upon the consummation of the reverse merger with Nanotech, the shares underlying the debentures and Series A warrants will be registered as soon as is practicable. To date, the shares have not been registered. All prices and warrants issued have been adjusted for the post-acquisition of Nanotech by HCT.

13

The Company is in default of payment of the debentures which matured on August 16, 2012. No notices have been issued by the debenture holder.

The obligations of the Company under the SSCD will rank senior to all outstanding and future indebtedness of the Company and shall be secured by a first priority, perfected security interest in all the assets of the Company.

NOTE 9 – DERIVATIVE LIABILITIES

The embedded conversion features in the convertible debentures and attached warrants are accounted for as a derivative liability. The warrants contain full ratchet reset features (subject to adjustment for dilutive share issuances) and should be valued as a derivative liability.

The valuation of the derivative liability attached to the Debentures arrived at through the use of multinomial lattice models based on a probability weighted discounted cash flow model. These models are based on future projections of the various potential outcomes. The features in the note that were analyzed and incorporated into the model included the conversion feature with the reset provisions and the call/redemption options. Based on these features, there are six primary events that can occur: payments are made in cash; payments are made with stock; the holder converts upon receiving a change notice; the holder converts the note; the Issuer redeems the note; or the company defaults on the note.

The model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. interest rates, stock price, conversion price, etc.). Projections were then made on these underlying factors which led to a set of potential scenarios. Probabilities were assigned to each of these scenarios over the remaining term of the note based on management projections. This led to a cash flow projection over the life of the note and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability. As of March 31, 2015, the fair value of the embedded derivatives in the Convertible Debentures was $88,958.

For the three months ended March 31, 2015, the Company recorded derivative liabilities for issuance of convertible notes payable initial fair value of $704,801. The fair value of these derivatives was valued on the dated of the issuances of the convertible debt using the Black-Scholes option pricing model with the following weighed average assumptions: (1) risk free interest rate 0.17% - 0.73%, (2) term of 0.7 – 2 years, (3) expected stock volatility of 183% - 202%, (4) expected dividend rate of 0% and (5) common stock price of $0.04 - $0.07. The fair value of these derivatives was valued on March 31, 2015 using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 0.26% or 0.56%, (2) term of 0.5 – 1.9 years, (3) expected stock volatility of 183% -232%, (4) expected dividend rate of 0%, and (5) common stock price of $0.037.

The Company recorded unrealized loss of $20,561 and $345,652 for the three months ended March 31, 2015 and March 31, 2014 respectively. The fair value of the derivative liability was $907,085 and $181,723 as of March 31, 2015 and December 31, 2014, respectively. Activity during the three months ended March 31, 2015 is as follows:

14

The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy:

NOTE 10– STOCKHOLDERS’ DEFICIT

During the three months ended March 31, 2015, the Company issued a total of 5,100,000 shares of common stock to a shareholder-creditor for payment of outstanding accounts payable. The fair value of the shares was $300,000 based on the market price on the date of grant which settled accounts payable and accrued liabilities to related parties of $102,500. Accordingly, the Company recognized a loss on settlement in the amount of $197,500.

During the three months ended March 31, 2015, a shareholder-creditor transferred $100,000 of its outstanding balance owed by the Company to a third party. The Company and the third party agreed to amend the loan agreement to allow the third party to convert the principal balance into shares of the Company’s stock. The third party converted the principal balance of $100,000 into 6,252,324 shares of the Company’s common stock. The shares had a fair value of $258,141 and the Company recorded a loss on debt extinguishment of $158,141.

The Company issued 505,249 shares of common stock to consultants as payment for services. The shares had a fair value of $40,420 based on the market price on the date of grant and were recorded as stock-based compensation.

During the three months ended March 31, 2015, 296,250 shares of common stock were issued on the cash-less exercise of 300,000 warrants.

Warrants

During the three months ended March 31, 2015, the Company issued 630,000 warrants to consultants for consulting services at a fair value of $69,412 (recorded as stock-based compensation), 8,600,000 warrants to a shareholder to repay accounts payable-related party with a fair value of $614,260 (recorded as an adjustment to accounts payable-related party of $245,000 and loss on settlement of payables of $369,260), and 300,000 warrants to shareholders for interest of $15,600 all with a corresponding increase in additional paid-in capital valued using the Black-Scholes method according to the following assumptions:

15

A summary of the activity in the Company's warrants during the three months ended March 31, 2015 is presented below:

The intrinsic value of warrants outstanding at March 31, 2015 was $628,199.

Contingent Warrant Issuance
On July 20, 2012, the Company’s board of directors approved the issuance of 300,000 stock purchase warrants, exercise price of $0.001 per share and a five-year life from date of issuance to the Company’s President, Joseph Kristul, contingent upon his successful negotiation of a major sales contract. The major sales contract agreement has not yet been consummated by the Company.

NOTE 11– RELATED PARTY TRANSACTIONS

Fees charged by Shareholder
During the three months ended March 31, 2015 and 2014, the Company was charged $225,837 and $191,000 by an outside consultant, who is also a shareholder, for professional fees, expenses and commissions. The amounts are included in accounts payable and accrued liabilities to related parties. The Company has an outstanding balance as of March 31, 2015 and December 31, 2014 of $91,019 and $212,682, respectively.

Principal Debt Payments
During the three months ended March 31, 2015, the Company made principal payments of $60,000 on its note payable to NTI related to the 2014 acquisition of the Added Applications license rights. The note matures on March 31, 2017, does not bear interest, and no payments are required prior to maturity. The balance of the note was $1,829,491 and $1,889,491 at March 31, 2015 and December 31, 2014, respectively.

Shared Administrative Costs
The Company shares office space and certain personnel with NTI. Costs are allocated among the parties based on usage. Rent expense for the quarters ended March 31, 2015 and 2014 were both $11,250.

NOTE 12– SUBSEQUENT EVENTS

Subsequent to March 31, 2015 the Company has issued the following shares:

-6,100,000 shares of common stock at a fair value of $122,000 based on the market price on the dates of grant for payment of $24,400 in accounts payable and accrued liabilities to a related party. $97,600 was recorded as loss on settlement of debt.

-500,000 shares of common stock at a fair value of $10,000 based on the market price on the dates of grant to an officer as compensation;

-4,919,344 shares of common stock for the conversion of $36,239 of principal and accrued interest on convertible notes.

 -120,000 shares of common stock on the cashless exercise of 120,000 warrants.

The Company and two related parties agreed to cancel 8,113,116 shares of common stock (held by NTI) and 1,950,000 shares of common stock (a shareholder – creditor). In lieu of the stock cancellation the related parties agreed to receive 8,113,116 and 1,950,000 warrants respectively, with a 5-year term and an exercise price of $0.001 per share. The fair value of the warrants using the Black-Scholes model was $181,136.

16

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The Management’s Discussion and Analysis (“MD&A”) is designed to assist investors in understanding the nature and the importance of the changes and trends, as well as the risks and uncertainties associated with the Company’s operations and financial position. Some sections of this report contain forward-looking statements that, because of their nature, necessarily involve a number of known and unknown risks and uncertainties, including statements regarding our capital needs, business strategy and expectations, and the factors described under “Risk Factors” contained in the Company’s Form 10-K Report filed May 2, 2014. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. The Company’s actual and future results could therefore differ materially from those indicated or underlying these forward-looking statements.

Although the Company deems the expectations reflected in these forward-looking statements to be reasonable, the Company cannot provide any guarantee as to the materialization of the expectations reflected in these forward-looking statements.

The following information should be read in conjunction with the unaudited financial statements for the period ended March 31, 2014 and notes thereto. Unless otherwise indicated or the context otherwise requires, the "Company," “HCT,” “we," "us," and "our" refer to Hybrid Coating Technologies Inc.

Compliance with Generally Accepted Accounting Principles

Unless otherwise indicated, the financial information presented below, including tabular amounts, is expressed in US dollars and prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Critical items of the financial statements that require the use of estimates include the determination of the allowance for doubtful accounts, the determination of the allowance for inventory obsolescence, the determination of the useful life of fixed and intangible assets for amortization calculation purposes, the assumptions for fixed asset impairment tests, the determination of the allowance for guarantees, the determination of the allowance for income taxes, the assumptions used for the purposes of calculating the stock-based compensation expense, the determination of the fair value of financial instruments, the determination of the fair value of the assets and liabilities acquired on business acquisitions and the implicit fair value of goodwill.

The financial statements include estimates based on currently available information and management’s judgment as to the outcome of future conditions and circumstances.

Changes in the status of certain facts or circumstances could result in material changes to the estimates used in the preparation of the financial statements and actual results could differ from the estimates and assumptions.

Changes in Accounting Principles

No accounting changes were adopted during the three months ended March 31, 2015.

17

Overview
Company Background

HCTs principal office is located in Daly City, California, U.S.A.

As of March 31, 2015, HCT had 2 employees.

HCT offers an alternative to toxic formulations of polyurethane (PU) worldwide through its exclusive distribution rights which provide for a cost-effective alternative non-toxic (isocyanate-free) polyurethane, Green Polyurethane™. Its focus is within the C.A.S.E. segment specifically for large industrial and commercial coatings applications where Green Polyurethane™ has a natural competitive advantage over other PU and epoxy coatings due to its superior chemical resistance and environmentally safe properties with reduced health risks.

The Company’s ultimate goal is to license its proprietary Green Polyurethane™ formulation to national and/or global coatings formulators and then focus on rolling out the commercialization of other Green Polyurethane™ applications such as adhesives and sealants. In order to achieve this, the Company is proving the validity of its products through direct sales and is therefore targeting large distributors and multiple client bases. The Company intends to focus within the C.A.S.E. segment specifically for large industrial and commercial coatings applications where Green Polyurethane™ has a natural competitive advantage over other polyurethane ("PU") and epoxy coatings due to its superior chemical resistance and environmentally safe properties with reduced health risks. Some of the target applications for Green Polyurethane™ products markets include:

• Industrial and commercial buildings

• Civil applications for tunnels and bridges

• Private and public garages

• Chemical and food processing plants

• Warehouses

• Monolithic floorings for civil, industrial and military engineering

• Marine and Aeronautic applications

• Industrial equipment for dairy and liquid fertilizer processing plants and delivery systems

• Military facilities and equipment

• Protective coatings inside industrial and commercial pipes

The Company’s business growth model includes a two-pronged strategy of direct sales and licensing. HCT’s ultimate goal is to license our proprietary formulation to national or global coatings formulators. In order to achieve this it is proving the validity of its products through direct sales.

In addition, the Company plans to:

• Increase the number of contractors and applicators contacted

• Contact paint formulators and offer Green Polyurethane® Binder for their proprietary formulations

• Establish distribution channels utilizing existing distribution hubs

• Sub-license technology in certain geographic areas.

HCT intends to establish full commercial-scale manufacturing for both of its products at Adhpro Adhesives in Magog, Quebec and Simpson Coatings in California through non-exclusive toll manufacturing agreements.

HCT’s strategy is to avoid large capital investments in manufacturing and to outsource the manufacturing of the EPOD Products to third-party manufacturers. At current capacity, the Company can outsource the manufacture of up to 20,000 tons per year.

HCT is currently at the commencement of the commercialization phase of its business model. HCT plans on significantly expanding its sales and client base by promoting the NTI Products at trade unions, press and trade shows and by capitalizing on existing distribution hubs to increase its distribution channels and build new strategic relationships. The Company expects to have significant sales by the end of 2015.

18

Results of Operation

HCT is does not yet have any significant revenues. Management is in talks with prospective clients and the Company expects to have revenues in this fiscal year. The Company recorded $29,370 in revenues for the three months ended March 31, 2014. These sales were related to promotional samples of the Company’s products.

General and administrative expenses totaled $491,335 for the three months ended March 31, 2015, as compared to $605,946 for the three months ended March 31, 2014, representing a 19% decrease from the prior corresponding period. Included in general administrative expenses for the period ended March 31 are the following:

Professional fees were $267,455 for the three months ended March 31 2015 compared to $190,600 for the three months ended March 31, 2014. Professional fees increased due to greater use of consultants for financing, sales and marketing purposes.

Payroll was $11,542 for the quarter ended March 31, 2015 compared to $31,393 for the corresponding prior year. Payroll decreased due to a reduction in employees from two to one.

Stock-based compensation was $109,832 for the quarter ended March 31, 2015 compared to $338,250 for the quarter ended March 31, 2014. Stock based compensation decreased from the prior year’s period mainly due to the $224,500 amortization of warrants issued to consultants in 2013 in accordance with vesting terms included in 2014.

Rent, supplies and general office costs were $24,240 for the three months ended March 31, 2015 which was not significantly changed from $32,038 for the three months ended March 31, 2014.

For the quarter ended March 31, 2015, travel and tradeshows were $78,266 increasing by $64,601 from $13,665 for the corresponding prior year’s quarter. The Company has had increased travel in connection with sales, product development and financing purposes during the three months ended March 31, 2015.

The Company expects to significantly increase operating expenses in the future including selling general and administrative expenses as the Company commences its efforts to commercialize its products.

The Company had $265,547 of amortization expense related to its intangible assets for the three months ended March 31, 2015, compared to $36,390 for the three months ended March 31, 2014. The increase in amortization expense was a result of the increased intangible asset balance related to additional licenses acquired subsequent to March 31, 2014.

The Company recognized a loss on change in fair value of derivatives of $20,561 during the three months ended March 31, 2015, compared to a gain of $345,652 in the three months ended March 31, 2014. The intrinsic fair value of the Company’s convertible notes increased during the three months ended March 31, 2015. This increase was due to the exercise price of the embedded conversion feature decreasing as a result of the discount rate applied to the 25 day average trading price of the Company’s stock as measured at March 31, 2015 compared to the exercise price on the dates of issuance of the convertible notes. Accordingly, as of March 31, 2015 the Company recorded an increase in the derivative liabilities and a corresponding loss on change in fair value. The Company’s derivative for the three months ended March 31, 2014 did not have these variable conversion features and thus the change in fair value was a result of a stock price decrease resulting in a gain.

The Company recorded $729,078 in interest expense for the three months ended March 31, 2015, compared to $141,945 in interest expense for the three months ended March 31, 2014. The increase in interest expense was a result of $368,051 of interest expense being recorded on derivative liabilities in excess of face value of convertible notes issued and amortization of debt discount of $203,445 during the three months ended March 31, 2015. There were no comparable convertible notes issued during the three months ended March 31, 2014.

During the three months ended March 31, 2015, the Company recorded loss on extinguishment of debt in the amount of $355,641 compared to $1,018,529 recorded in the three months ended March 31, 2014. The decrease in loss recorded was a result of less debt being converted to stock in the three months ended March 31, 2015 compared to the three months ended March 31, 2014. In addition, for the three months ended March 31, 2015, the Company recorded a loss on settlement of payables in the amount of 369,260, no similar transaction occurred during the three months ended March 31, 2014.

19

Liquidity and Capital Resources

The Company had cash and equivalents of $1,821 as of March 31, 2015. For the three months ended March 31, 2015, the Company received $530,445 proceeds from shareholder loans and repaid $585,035 for shareholder and related party loans. The Company also received $25,000 on loans payable and $336,750 in convertible notes. The Company intends to raise additional capital to fund ongoing operations, but has no assurances of being able to do so. The Company expects it will need approximately $600,000 in additional funding to continue operations for the next 12 months.

The ability of the Company to continue its operations is dependent on the successful execution of management's plans, which include the expectation of raising debt or equity based capital, with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with related parties to sustain the Company’s existence.

Principal Cash Flows for the three months ended March 31, 2015

Operating activities for the three months ended March 31, 2015, used cash flows of $194,228 compared to $83,345 for the three months ended March 31, 2014. The Company’s net loss for the three months ended March 31, 2015 of $2,225,488 was partly offset by $724,901 in loss on extinguishment of debt, $109,832 for stock-based compensation, $265,547 amortization of intangible asset and by non-cash interest and amortization of debt discounts of $368,051 and $203,445, respectively. The increase in cash flows used in operations was a result of the Company’s increase in travel and use of consultants for selling and marketing activities as well as searching for financing opportunities.

Financing activities for the three months ended March 31, 2015, provided cash flows of $196,049 compared to $83,345 for the three months ended March 31, 2014. The increase in cash provided by financing activities was primarily as a result of proceeds from loans and convertible notes during the period.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Convertible Debt

The fair market value of our 10% senior secured convertible debentures is subject to interest rate risk, market price risk and other factors due to the convertible feature of the debentures. The fair market value of the debentures will generally increase as interest rates fall and decrease as interest rates rise. In addition, the fair market value of the debentures will generally increase as the market price of our common stock increases and decrease as the market price falls. The interest and market value changes affect the fair market value of the debentures but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligations.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) which are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer, who also acts as our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our President and Chief Executive Officer, who also acts as our principal financial officer, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our President and Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report for the purpose of gathering, analyzing and disclosing of information that the Company is required to disclose in the reports it files under the Exchange Act within the time periods specified in the SEC’s rules and forms. The Company has undertaken steps to remedy this and improve the effectiveness of its disclosure controls and procedures.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

20

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

Item 1A. RISK FACTORS

We are a “smaller reporting company” (as defined by Rule 12b-2 of the Exchange Act) and are not required to provide the information required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

This Item is not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

This Item is not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

This Item is not applicable.

ITEM 5. OTHER INFORMATION

This Item is not applicable.

21

ITEM 6. EXHIBITS

(1) Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-153675), filed with the SEC on September 26, 2008.
(2) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 22, 2009.
(3 Incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 30, 2010.
(4) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on August 30,2010
(5) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on March 14,2011
(6) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on May 3,2011
(7) Incorporated as reference to the Schedule 14C filed with the SEC on July 6,2011
(8) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on July 7,2011
(9) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on October 18,2011
(10) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on February 21,2012

22

(11) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on June 28,2013
(12) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on November 20,2013
(13) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on December 13,2013
(14) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on March 31,2014
(15) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on April 9,2014
(16) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on May 8, 2014
(17) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on August 19, 2014
(18) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on September 10, 2014
(19) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on November 28, 2014

SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

23