þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

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

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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ~~Exchange~~Securities Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Indicate the number of shares outstanding of each of the ~~issuer’s~~issuer’s classes of common stock, as of the latest practicable date: 58,616,716 shares of common stock, par value $0.01, as of ~~November 12, 2018.~~


	Three Months ended September 30,						Nine Months ended September 30,						Three Months ended June 30						Six Months ended June 30
	2018			2017			2018			2017			2019			2018			2019			2018

Revenues
Licenses, royalties and fees	$	175,200		$	178,200		$	2,005,700		$	468,900		$	192,000		$	1,655,600		$	382,500		$	1,830,500
Product and other sales		386,200			224,200			854,800			634,500			324,100			218,100			543,000			468,600
		561,400			402,400			2,860,500			1,103,400			516,100			1,873,700			925,500			2,299,100

Cost of revenues
Licenses, royalties and fees		35,100			23,300			84,300			71,100			31,600			24,200			56,800			49,200
Product and other sales		137,900			82,300			323,500			248,600			123,400			93,400			213,700			185,600
		173,000			105,600			407,800			319,700			155,000			117,600			270,500			234,800
Gross profit		388,400			296,800			2,452,700			783,700			361,100			1,756,100			655,000			2,064,300

Operating expenses
Research and development		38,100			36,300			111,300			109,200			39,400			36,100			77,400			73,200
Sales and marketing		74,600			67,200			313,200			187,900			74,300			168,500			143,200			238,600
General and administrative		73,400			80,400			277,600			240,000			86,900			101,500			181,000			204,200
		186,100			183,900			702,100			537,100			200,600			306,100			401,600			516,000
Net income from operations		202,300			112,900			1,750,600			246,600			160,500			1,450,000			253,400			1,548,300

Other income (expenses)
Interest income		700			200			1,400			200			1,500			300			2,600			700
Interest expense, bank charges and accretion of interest		(2,600	)		(3,300	)		(8,300	)		(22,600	)		(2,700	)		(2,800	)		(5,400	)		(5,700	)
		(1,900	)		(3,100	)		(6,900	)		(22,400	)		(1,200	)		(2,500	)		(2,800	)		(5,000	)
Net income before income taxes		200,400			109,800			1,743,700			224,200			159,300			1,447,500			250,600			1,543,300
Income taxes		199,300			–			199,300			–			10,400			–			16,300			–
Net income	$	1,100		$	109,800		$	1,544,400		$	224,200		$	148,900		$	1,447,500		$	234,300		$	1,543,300

Basic and diluted net income per common share	$	.00		$	.00		$	.03		$	.00		$	.00		$	.02		$	.00		$	.03

Weighted average common shares outstanding
Basic		58,616,716			58,599,016			58,616,716			58,599,016			58,616,716			58,616,716			58,616,716			58,616,716
Diluted		59,012,626			58,896,464			58,977,284			58,891,635			58,973,280			58,989,480			58,988,005			58,955,344


		September 30,			December 31,				June 30				December 31
		2018			2017				2019				2018
		(unaudited)			(audited)				(unaudited)				(audited)
*Assets*	*Assets*							*Assets*
Current assets
Cash		$	286,300		$	360,400			$	506,500			$	400,800
Accounts receivable less $5,000 allowance for doubtful accounts			600,100			292,100				837,800				579,000
Inventory			130,700			110,600				164,900				133,500
Prepaid and other			43,300			35,300				53,200				43,600
Total current assets			1,060,400			798,400				1,562,400				1,156,900

Fixed assets
Leasehold improvements			19,700			19,700				19,700				19,700
Furniture, fixtures and equipment			185,400			184,900				185,400				185,400
			205,100			204,600				205,100				205,100
Less: accumulated depreciation and amortization			195,800			190,500				199,900				197,600
			9,300			14,100				5,200				7,500
Other assets
Long-term receivable			1,423,800			–				1,158,200				1,352,200
Operating lease right of use – building									221,800				–
									1,380,000				1,352,200
Total assets		$	2,493,500		$	812,500			$	2,947,600			$	2,516,600

*Liabilities and Stockholders' Equity*	*Liabilities and Stockholders' Equity*							*Liabilities and Stockholders' Equity*

Current liabilities
Convertible debentures		$	128,300		$	128,300			$	128,300			$	128,300
Accounts payable			23,300			4,900				42,900				16,500
Accrued expenses			187,300			364,700				201,700				163,000
Income taxes			93,300			–				16,300				38,600
Deferred revenue			–			99,400
Operating lease liability, current									40,400				–
Total current liabilities			432,200			597,300				429,600				346,400
												��
Other liabilities
Accrued expenses, non-current			99,600			–				81,200				94,700
Deferred income taxes			106,000			–				54,400				108,800
			205,600			–
Operating lease liability, non-current									181,400				–
										317,000				203,500
Stockholders' equity
Common stock, $0.01 par value
Authorized – 75,000,000 shares
Issued and outstanding – 58,616,716 shares			586,200			586,200				586,200				586,200
Paid-in capital			12,440,000			12,440,000				12,440,000				12,440,000
Accumulated deficit			(11,170,500	)		(12,811,000	)			(10,825,200	)			(11,059,500	)
Total stockholders' equity			1,855,700			215,200				2,201,000				1,966,700
Total liabilities and stockholders' equity		$	2,493,500		$	812,500			$	2,947,600			$	2,516,600


	Nine Months ended September 30,							Six Months ended June 30
	2018			2017				2019				2018
Operating Activities
Net income	$	1,544,400		$	224,200			$	234,300			$	1,543,300
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization		5,300			5,400				2,300				3,500
Deferred income taxes		106,000			–				(54,400	)			–
Accretion of interest – convertible debentures		–			13,200
Non-current assets and liabilities, net		(1,324,200	)		–
Other assets								(27,800	)			(1,521,700	)
Other liabilities								208,300				106,500
Cumulative effect of accounting change		96,100			–				–				96,100
		427,600			242,800				362,700				227,700

(Increase) decrease in assets
Accounts receivable		(308,000	)		45,500				(258,800	)			6,100
Inventory		(20,100	)		(40,900	)			(31,400	)			(12,000	)
Prepaid and other		(8,000	)		8,100				(9,600	)			5,700
Increase (decrease) in liabilities
Accounts payable and accrued expenses		(159,000	)		(52,700	)			65,100				(190,000	)
Income taxes		93,300			–
Taxes on income								(22,300	)			–
Deferred revenue		(99,400	)		(24,200	)			–				(99,400	)
		(501,200	)		(64,200	)			(257,000	)			(289,600	)
Net cash provided by (used in) operating activities		(73,600	)		178,600				105,700				(61,900	)

Investment Activities
Additions to fixed assets		(500	)		(4,900	)			–				(500	)
Net cash used in investing activities		(500	)		(4,900	)			–				(500	)

Financing Activities
Repayment of demand loans		–			(10,000	)
Net cash used in financing activities		–			(10,000	)

Increase (decrease) in cash		(74,100	)		163,700				105,700				(62,400	)
Cash at beginning of year		360,400			199,100				400,800				360,400
Cash at end of period	$	286,300		$	362,800			$	506,500			$	298,000

Supplemental Disclosure of Non Cash Lease Activities
Operating lease right of use – building							$	241,100			$	–
Operating lease liability							$	(241,100	)		$	–

For the Periods December 31, 2018 through June 30, 2019 and December 31, 2017 through June 30, 2018

The accompanying unaudited condensed financial statements have been prepared by Nocopi Technologies, Inc. ~~(the~~(our “Company”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in the summary of Accounting Policies included in our Company's ~~2017~~2018 Annual Report on Form 10-K. Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although our Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the ~~2017~~2018 Annual Report on ~~Form 10-K~~Form10-K should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 may not be necessarily indicative of the operating results expected for the full year.

Our Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Since our Company has no items of other comprehensive income, comprehensive income is equal to net income.

On January 1, 2018, our Company adopted ASU 214-09,Revenue from Contracts with Customers (“Topic 606”), using the modified retrospective method. Results for periods beginning on or after January 1, 2018 are presented under Topic 606; however, prior period amounts are not adjusted and continue to be reported in accordance with Topic 605,Revenue Recognition, which was in effect for those periods.

Our Company recorded a decrease to the opening balance of the accumulated deficit of $96,100 and a corresponding charge to deferred revenue as of January 1, 2018 due to the cumulative impact of the adoption of Topic 606. The impact to the revenue for the quarter ended March 31, 2018 as a result of applying Topic 606 was not material. The disclosure of disaggregated revenue is disclosed in Note 9.10.

The adoption of the new guidance affected our recognition of revenue from licenses and royalties. Under our previous accounting practice, we recognized revenue from licenses and royalties on a straight-line basis over the term of the related license agreement. As a result of our adoption of the new guidance, we will recognize revenue from licensees and royalties at a point in time when the term begins.

During the second quarter of 2018, we negotiated an amendment to a license agreement with a licensee that, in addition to expanding the technologies that the licensee is permitted to market, provides for a four year extension to the license agreement that contains guaranteed royalties payable in installments over the term of the amendment to the license agreement.Since the performance obligation is to grant the license for the use of certain patented ink technology as it exists at the time that it is granted, the promise to grant the license is a performance obligation satisfied at a point in time in accordance with Topic 606.In accordance with Topic 606, we recorded $1,521,700 net of imputed interest of licenses, royalties and fees and $106,500 of selling expenses in the second quarter and first ~~nine~~six months of 2018 related to the amendment to the license agreement. The related receivable and payable are recorded as other assets and other liabilities on the balance sheet.

The change in accumulated deficit on our Balance Sheet at ~~September~~June 30, 2018, including the aggregate impact of the change in accounting principles which was effective on January 1, 2018, was as follows:


Accumulated deficit – January 1, 2018	$	(12,811,000	)		$	(12,811,000	)
Net earnings		1,544,400				1,543,300
Cumulative effect of accounting change at January 1, 2018		96,100				96,100
Accumulated deficit – September 30, 2018	$	(11,170,500	)
Accumulated deficit – June 30, 2018				$	(11,171,600	)

Our Company follows FASB ASC 718,Compensation – Stock Compensation, and uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. At ~~September~~June 30, ~~2018,~~2019, our Company did not have an active stock option plan. There was no unrecognized portion of expense related to stock option grants at ~~September~~June 30, ~~2018.~~2019.

In November 2018, our Company negotiated a $150,000 revolving line of credit with a bank to provide a source of working capital, if required. The line of credit is secured by all the assets of our Company and bears interest at the bank’s prime rate for a period of one year and its prime rate plus 1.5% thereafter. The line of credit is subject to an annual review and quiet period. There have been no borrowings under the line of credit since its inception.

At ~~September~~June 30, ~~2018,~~2019, our Company had convertible debentures totaling $128,300 outstanding, which are due during the third quarter of 2019. The convertible debentures bear interest at 7%. At the option of the lender, the debentures and accrued interest are convertible in whole or part into common stock of our Company at $0.025 per share. ~~During~~As of the ~~third quarter of 2018, our Company’s Board of Directors approved and the~~current date, holders of ~~all $128,300~~$92,900 of those convertible debentures have agreed to extend the maturity dates of ~~those~~the convertible debentures for one year ~~to the third quarter of 2019~~ with no change in the terms or conditions of the debentures. During the first quarter of 2017, our Company’s Board of Directors approved and the holders of $33,300 of convertible debentures that had matured during the third quarter of 2016, one of which is held by a Director of our Company, accepted an offer of extension whereby the maturity dates of the convertible debentures are extended for two years and the conversion rate of the debentures and accrued interest into Common Stock of our Company is reduced from $0.05 to $0.025. In accordance with FASB ASC 470, this modification of the convertible debentures was recorded as a debt discount to the notes payable of approximately $13,200 with an offsetting credit to additional-paid in capital. In the three months ended March 31, 2017, the entire $13,200 was accreted through interest expense.

Our Company also granted warrants ~~in earlier periods~~ to purchase 691,365 shares of our Company’s common stock at $0.02 per share to the holders of the debentures. The warrants are currently exercisable ~~two years after issuance~~ and expire ~~seven years after issuance. The fair value~~at various dates in the third quarter of 2020 and the ~~warrants was determined using the Black-Scholes pricing model. The relative fair value~~third quarter of the warrants was recorded as a discount to the notes payable with an offsetting credit to additional paid-in capital since our Company determined that the warrants were an equity instrument in accordance with FASB ASC 815. The debt discount related to the warrant issuances has been accreted through interest expense over the term of the notes payable.

2021. The fair value of the warrants was determined using the Black-Scholes pricing model. The relative fair value of the warrants was recorded as a discount to the notes payable with an offsetting credit to additional paid-in capital since our Company determined that the warrants were an equity instrument in accordance with FASB ASC 815. The debt discount related to the warrant issuances has been accreted through interest expense over the term of the notes payable.

The following table summarizes our Company’s warrant position at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017:~~2018:


					Weighted Average							Weighted Average
	Number		Exercise		Exercise		Number			Exercise		Exercise
	of Shares		Price		Price		of Shares			Price		Price
Outstanding warrants -
December 31, 2017		691,365	$	0.02	$	0.02
December 31, 2018							691,365		$0.02		$0.02

Outstanding warrants -
September 30, 2018		691,365	$	0.02	$	0.02
June 30, 2019							691,365		$0.02		$0.02

Weighted average remaining
contractual life (years)		2.08						1.33

Exercisable warrants -
September 30, 2018		691,365	$	0.02	$	0.02

Weighted average remaining
contractual life (years)		2.08
Currently exercisable warrants -
June 30, 2019							691,365		$0.02		$0.02

The aggregate intrinsic value of warrants outstanding and exercisable as of June 30, 2019 was approximately $18,500. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.0468 for the Company’s common stock on June 30, 2019.

Other income (expenses) for the three months and six months ended June 30, 2019 and 2018 includes interest on convertible debentures held by nine investors.

Other income (expenses) in the three months and nine months ended September 30, 2018 and September 30, 2017 includes interest on convertible debentures held by nine investors. Also included in other income (expenses) in the three months and nine months ended September 30, 2017 is interest on an unsecured loan from an individual and, in the nine months ended September 30, 2017, accretion of debt discounts related to the extension of the maturity dates of $33,300 of convertible debentures.

There is no provision for federal income taxes for the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, ~~2018~~2019 and ~~September 30, 2017~~2018 due to the availability of net operating loss carryforwards. Our Company has established a valuation allowance for the entire amount of benefits resulting from our Company’s net operating loss carryforwards because our Company has determined that the realization of the net deferred tax asset is not assured.

The components for state income tax expense resulting from the limitation on the use of net operating losses are:


	Three months ended				Nine months ended
	September 30,				September 30,				Three Months ended June 30				Six Months ended June 30
	2018		2017		2018		2017		2019		2018		2019			2018
Current state taxes	$	93,300		–	$	93,300		–	$	10,400		–	$	70,700			–
Deferred state taxes		106,000		–		106,000		–		–		–		(54,400	)		–
	$	199,300		–	$	199,300		–	$	10,400		–	$	16,300			–

There was no change in unrecognized tax benefits during the period ended ~~September~~June 30, ~~2018~~2019 and there was no accrual for uncertain tax positions as of ~~September~~June 30, ~~2018.~~2019.

Tax years from 2015 through ~~2017~~2018 remain subject to examination by U.S. federal and state jurisdictions.

During the ~~nine~~six months ended ~~September~~June 30, 2018, our Company paid $235,400 to Michael A. Feinstein, M.D., our Company’s Chairman of the Board and Chief Executive Officer, representing the balance of previously deferred salary owed to him under an employment agreement with ~~the~~our Company. ~~During the nine months ended September 30, 2017, our Company paid $151,700 to Dr. Feinstein representing a portion of previously deferred salary owed to him under the employment agreement.~~ During the five month period ended May 31, 2018, Dr. Feinstein deferred $35,400 of salary. ~~During the nine month period ended September 30, 2017,~~The deferred salary was fully repaid to Dr. Feinstein ~~deferred $63,800 of salary. In~~during 2018 and, at June ~~2018, the periodic salary payments provided for in Dr. Feinstein’s employment agreement resumed. At September~~ 30, ~~2018,~~2019, there was no ~~remaining~~ deferred salary owed to ~~Dr. Feinstein.~~him. There was no interest payable on the deferred salary.

In accordance with FASB ASC 260,Earnings per Share, basic earnings per common share is computed using net earnings divided by the weighted average number of common shares outstanding for the periods presented. The computation of diluted earnings per common share involves the assumption that outstanding common shares are increased by shares issuable upon exercise of those warrants for which the market price exceeds the exercise price. The number of shares issuable upon the exercise of such warrants is decreased by shares that could have been purchased by our Company with related proceeds. For the three ~~months~~ and ~~nine~~six months ended ~~September~~June 30, 2019, the number of incremental common shares resulting from the assumed conversion of warrants was 356,564 and 371,289, respectively. For the three and six months ended June 30, 2018, the number of incremental common shares resulting from the assumed conversion of warrants was ~~395,910~~372,764 and ~~360,568,~~338,628, respectively. ~~For the three months and nine months ended September 30, 2017, the number of incremental common shares resulting from the assumed conversion of warrants was 297,448 and 292,619, respectively.~~

Our Company’s revenues, expressed as a percentage of total revenues, from non-affiliated customers that equaled 10% or more of ~~our~~the Company’s total revenues were:


	Three Months ended September 30,						Nine Months ended September 30,						Three Months ended June 30						Six Months ended June 30
	2018			2017			2018			2017			2019			2018			2019			2018
Customer A		49	%		48	%		20	%		43	%		36	%		8	%		35	%		13	%
Customer B		22	%		27	%		64	%		25	%		24	%		85	%		27	%		74	%
Customer C		11	%		4	%		6	%		9	%		10	%		2	%		11	%		5	%

Our Company’s non-affiliate customers whose individual balances amounted to more than 10% of our Company’s net accounts receivable, expressed as a percentage of net accounts receivable, were:

Our Company performs ongoing credit evaluations of its customers and generally does not require collateral. Our Company also maintains allowances for potential credit losses. The loss of a major customer could have a material adverse effect on our Company’s business operations and financial condition.


	Three Months ended September 30,				Nine Months ended September 30,				Three Months ended June 30				Six Months ended June 30
	2018		2017		2018		2017		2019		2018		2019		2018
North America	$	208,400	$	181,800	$	2,067,700	$	493,600	$	225,800	$	1,674,400	$	442,400	$	1,859,300
South America		–		1,500		1,500		1,500		–		–		–		1,500
Europe		100		100		200		300		100		100		100		100
Asia		352,900		211,600		791,100		585,800		290,200		199,200		483,000		438,200
Australia		–		7,400		–		22,200
	$	561,400	$	402,400	$	2,860,500	$	1,103,400	$	516,100	$	1,873,700	$	925,500	$	2,299,100

Our Company conducts its operations in leased facilities under a non-cancelable operating lease expiring in 2024.

Due to the adoption of the new lease standard under the optional transition method which allows the entity to apply the new lease standard at the adoption date, our Company has capitalized the present value of the minimum lease payments commencing January 1, 2019, using an estimated incremental borrowing rate of 6%. The minimum lease payments do not include common area annual expenses which are considered to be non-lease components.

As of January 1, 2019 the operating lease right-of-use asset and operating lease liability amounted to $241,100 with no cumulative-effect adjustment to the opening balance of accumulated deficit.

There are no other material operating leases. Our Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases.

Future minimum lease payments under non-cancelable operating leases with initial or remaining terms of one year or more at June 30, 2019 are: $25,200 – 2019; $51,600 – 2020; $53,100 – 2021; $54,600 – 2022; $56,200 – 2023 and $18,900 – 2024.

Total lease expense under operating leases for the three and six months ended June 30, 2019 was $13,400 and $26,700, respectively. Total lease expense under operating leases for the three and six months ended June 30, 2018 was $11,300 and $22,500, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report on Form 10-Q contains, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make ~~regarding:~~regarding

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

The following discussion and analysis should be read in conjunction with our Condensed financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management. This information should also be read in conjunction with our audited historical financial statements which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017,~~2018, filed with the Securities and Exchange Commission on March 29, ~~2018.~~2019.

Nocopi Technologies, Inc. develops and markets specialty reactive inks for applications in the large educational and toy products market. We also develop and market technologies for document and product authentication, which we believe can reduce losses caused by fraudulent document reproduction or by product counterfeiting and/or diversion. We derive our revenues primarily from licensing our technologies on an exclusive or non-exclusive basis to licensees who incorporate our technologies into their product offering and from selling products incorporating our technologies to the licensees or to their licensed printers.

Unless the context otherwise requires, all references to the “Company,” “we,” “our” or “us” and other similar terms means Nocopi Technologies, Inc., a Maryland corporation.

Our Company’s revenues are derived from (a) royalties paid by licensees of our technologies, (b) fees for the provision of technical services to licensees and (c) from the direct sale of (i) products incorporating our technologies, such as inks, security paper and pressure sensitive labels, and (ii) equipment used to support the application of our technologies, such as ink-jet printing systems. Royalties consist of guaranteed minimum royalties payable by our licensees in certain cases and additional royalties which typically vary with the licensee’s sales or production of products incorporating the licensed technology. Service fees and sales revenues vary directly with the number of units of service or product provided.

We believe that, as fixed cost reductions beyond those we have achieved in recent years may not be achievable, our operating results are substantially dependent on revenue levels. Because revenues derived from licenses and royalties carry a much higher gross profit margin than other revenues, operating results are also substantially affected by changes in revenue mix.

Both the absolute amount of our Company’s revenues and the mix among the various sources of revenue are subject to substantial fluctuation. We have a relatively small number of substantial customers rather than a large number of small customers. Accordingly, changes in the revenue received from a significant customer can have a substantial effect on our Company’s total revenue, revenue mix and overall financial performance. Such changes may result from a substantial customer’s product development delays, engineering changes, changes in product marketing strategies, production requirements and the like. In addition, certain customers have, from time to time, sought to renegotiate certain provisions of their license agreements and, when our Company agrees to revise such terms, revenues from the customer may be affected.

Revenues for the ~~third~~second quarter of 2019 were $516,100 compared to $1,873,700 in the second quarter of 2018, ~~were $561,400 compared to $402,400 in the third quarter~~a decrease of ~~2017, an increase of $159,000,~~$1,357,600, or approximately ~~40%~~72%. Licenses, royalties and fees decreased by $3,000, or approximately 2%, to $175,200 in the third quarter of 2018 from $178,200 in the third quarter of 2017. The decrease in licenses, royalties and fees is due primarily to lower licensing revenue from three licensees offset in part by higher royalties from two licensees in the entertainment and toy products market. We cannot assure you that we will continue to obtain higher royalties on an ongoing basis from licensees in the entertainment and toy products market, especially upon the occurrence of an economic downturn or other unfavorable conditions.

Product and other sales increased by $162,000, or approximately 72%, to $386,200 in the third quarter of 2018 from $224,200 in the third quarter of 2017. Sales of ink increased in the third quarter of 2018 compared to the third quarter of 2017 due primarily to higher ink shipments to third party authorized printers used by two of our Company’s major licensees in the entertainment and toy products market and higher ink shipments to our Company’s licensees in the retail receipt and document fraud market. In the third quarter of 2018, our Company derived revenues of approximately $485,700 from our licensees and their authorized printers in the entertainment and toy products market compared to revenues of approximately $344,900 in the third quarter of 2017.

~~For the first nine months of 2018, revenues were $2,860,500, representing an increase of $1,757,100, or approximately 159%, from revenues of $1,103,400 in the first nine months of 2017.~~ Revenues in the ~~first nine months~~second quarter of 2018 included, in accordance with ASU 214-09,Revenue from Contracts with Customers (“Topic 606”), revenue of $1,521,700 representing the present value of guaranteed royalty payments that will be payable over a four-year period beginning in the third quarter of 2019 as a result of an amendment to a license agreement with a licensee that, in addition to expanding the technologies that our licensee is permitted to market, provides for a four year extension to the license agreement beginning in July 2019.Since the performance obligation is to grant the license for the use of certain patented ink technology as it exists at the time that it is granted, the promise to grant the license is a performance obligation satisfied at a point in time in accordance with Topic 606.Previously, we recognized revenue from licenses and royalties on a straight-line basis over the term of the related license agreement. Licenses, royalties and fees ~~increased~~decreased by ~~$1,536,800,~~$1,463,600, or approximately ~~328%~~88%, to ~~$2,005,700~~$192,000 in the ~~first nine months~~second quarter of 2019 from $1,655,600 in the second quarter of 2018. The decrease in licenses, royalties and fees is due primarily to the adoption of Topic 606 in the second quarter of 2018 ~~from $468,900~~described above. There can be no assurances that the marketing and product development activities of our Company’s licensees or other businesses in the ~~first nine months~~entertainment and toy products market will produce a significant increase in revenues for our Company, nor can the timing of ~~2017. The increase~~any potential revenue increases be predicted, particularly given the uncertain economic conditions being experienced worldwide.

On a comparative basis, excluding revenues related to the adoption of Topic 606 in the second quarter of 2018, revenues of $516,100 in the second quarter of 2019 were $164,100, or 47% higher than revenues of $352,000 in the second quarter of 2018. On a comparative basis, excluding revenues related to the adoption of Topic 606 in the second quarter of 2018, revenues from licenses, royalties and fees of $192,000 in the second quarter of 2019 were $58,100, or 43% higher than revenues of $133,900 from licenses, royalties and fees in the ~~first nine months~~second quarter of ~~2018~~2018.

Product and other sales increased by $106,000, or approximately 49%, to $324,100 in the second quarter of 2019 from $218,100 in the second quarter of 2018. Sales of ink increased in the second quarter of 2019 compared to the second quarter of 2018 due primarily to higher ink shipments to the third party authorized printers used by two of our Company’s major licensees in the entertainment and toy products market. In the second quarter of 2019, our Company derived revenues of approximately $436,100 from our licensees and their authorized printers in the entertainment and toy products market compared to revenues of approximately $1,806,700 in the second quarter of 2018.

For the first ~~nine~~six months of ~~2017~~2019, revenues were $925,500, representing a decrease of $1,373,600, or approximately 60%, from revenues of $2,299,100 in the first six months of 2018. Licenses, royalties and fees decreased by $1,448,000, or approximately 79%, to $382,500 in the first six months of 2019 from $1,830,500 in the first six months of 2018. As in the second quarter of 2019, the decrease in licenses, royalties and fees is due primarily to the adoption of Topic 606 described above. ~~See “Plan of Operation, Liquidity and Capital Resources” and “Note 2~~

On a comparative basis, excluding revenues related to ~~our Condensed Financial Statements” for comparative information on the impact of~~ the adoption of Topic 606 in the first six months of 2018, revenues of $925,500 in the first six months of 2019 were $148,100, or 19% higher than revenues of $777,400 in the first six months of 2018. On a comparative basis, excluding revenues related to ~~our Company’s condensed financial statements.~~the adoption of Topic 606 in the first six months of 2018, revenues from licenses, royalties and fees of $382,500 in the first six months of 2019 were $73,700, or 24% higher than revenues of $308,800 from licenses, royalties and fees in the first six months of 2018.

Product and other sales increased by ~~$220,300,~~$74,400, or approximately ~~35%~~16%, to ~~$854,800~~$543,000 in the first ~~nine~~six months of ~~2018~~2019 from ~~$634,500~~$468,600 in the first ~~nine~~six months of ~~2017.~~2018. Sales of ink increased in the ~~nine~~first six months of ~~2018~~2019 compared to the first ~~nine~~six of ~~2017~~2018 due primarily to higher ink shipments to the third party authorized printers used by two of our Company’s major licensees in the entertainment and toy products market and higher ink shipments to our Company’s licensees in the retail receipt and document fraud market. Our Company derived revenues of approximately ~~$2,661,700~~$772,000 from licensees and their authorized printers in the entertainment and toy products market in the first ~~nine~~six months of ~~2018~~2019 compared to revenues of approximately ~~$932,600~~$2,176,000 in the first ~~nine~~six months of 2017. The increase in revenues from our licensees and their authorized printers in the entertainment and toy products market in the first nine months of 2018 compared to the first nine months of 2017 is due primarily to the adoption of Topic 606.2018.

Our Company’s gross profit ~~increased~~decreased to ~~$388,400~~$361,100 in the ~~third~~second quarter of 2019, or approximately 70% of revenues, from $1,756,100 in the second quarter of 2018 or approximately ~~69% of revenues, from $296,800 in the third quarter of 2017 or approximately 74%~~94% of revenues. Licenses, royalties and fees have historically carried a higher gross profit than product and other sales. Such other sales generally consist of supplies or other manufactured products which incorporate our Company’s technologies or equipment used to support the application of its technologies. These items (except for inks which are manufactured by our Company) are generally purchased from third-party vendors and resold to the end-user or licensee and carry a lower gross profit than licenses, royalties and fees. The ~~higher~~lower gross profit in the ~~third~~second quarter of 2019 compared to the second quarter of 2018 ~~compared to the third quarter of 2017~~ results primarily from ~~higher product and other sales offset in part by~~ lower ~~gross revenues from licenses, royalties and fees in the third quarter of 2018 compared to the third quarter of 2017.~~

For the first nine months of 2018, gross profit was $2,452,700, or approximately 86% of revenues, compared to $783,700, or approximately 71% of revenues, in the first nine months of 2017. The higher gross profit in the first nine months of 2018 compared to the first nine months of 2017 results primarily from both higher licenses, royalties and fees due to the adoption of Topic 606 in the second quarter of 2018 offset in part by higher gross revenues from product and other sales in the second quarter of 2019 compared to the second quarter of 2018.

For the first six months of 2019, gross profit was $655,000, or approximately 71% of revenues, compared to $2,064,300, or approximately 90% of revenues, in the first six months of 2018. The lower gross profit in the first six months of 2019 compared to the first six months of 2018 results primarily from lower licenses, royalties and fees due to the adoption of Topic 606 in the second quarter of 2018 offset in part by higher gross revenues from product and other sales in the first ~~nine~~six months of ~~2018~~2019 compared to the first ~~nine~~six months of ~~2017.~~2018.

As the variable component of cost of revenues related to licenses, royalties and fees is a low percentage of these revenues and the fixed component is not substantial, period to period changes in revenues from licenses, royalties and fees can significantly affect both the gross profit from licenses, royalties and fees as well as overall gross profit. The gross profit from licenses, royalties and fees decreased to approximately ~~80%~~84% in the ~~third~~second quarter of 2019 compared to approximately 99% in the second quarter of 2018 ~~compared~~and to approximately ~~87% in the third quarter of 2017 and increased to approximately 96%~~85% of revenues from licenses, royalties and fees in the first ~~nine~~six months of ~~2018~~2019 from approximately ~~85%~~97% in the first ~~nine~~six months of ~~2017.~~2018.

The gross profit, expressed as a percentage of revenues, of product and other sales is dependent on both the overall sales volumes of product and other sales and on the mix of the specific goods produced and/or sold. The gross profit from product and other sales increased to approximately ~~64%~~62% of revenues in the ~~third~~second quarter of ~~2018~~2019 compared to approximately ~~63%~~57% of revenues in the ~~third~~second quarter of ~~2017.~~2018. This increase was due to higher sales volume of product and other sales and a favorable mix of products sold. For the first ~~nine~~six months of ~~2018,~~2019, the gross profit, expressed as a percentage of revenues, increased to approximately ~~62%~~61% of revenues from product and other sales compared to approximately ~~61%~~60% of revenues from product and other sales in the first ~~nine~~six months of ~~2017.~~2018.

Research and development expenses of ~~$38,100~~$39,400 and ~~$111,300~~$77,400 in the ~~third~~second quarter and first ~~nine~~six months of ~~2018,~~2019, respectively, were comparable to ~~$36,300~~$36,100 and ~~$109,200~~$73,200 in the ~~third~~second quarter and first ~~nine~~six months of ~~2017,~~2018, respectively.

Sales and marketing expenses ~~increased~~decreased to ~~$74,600~~$74,300 in the ~~third~~second quarter of 2019 from $168,500 in the second quarter of 2018 ~~from $67,200 in the third quarter of 2017~~ and to ~~$313,200~~$143,200 in the first ~~nine~~six months of ~~2018~~2019 from ~~$187,900~~$238,600 in the first ~~nine~~six months of ~~2017. The increase in the third quarter of 2018 compared to the third quarter of 2017~~2018. This decrease is due primarily to ~~higher~~lower commission expense on the ~~higher~~lower level of sales in the ~~third~~second quarter and first six months of ~~2018~~2019 compared to the ~~third~~second quarter ~~of 2017. The increase in the~~and first ~~nine~~six months of 2018 ~~compared~~related to ~~the nine months of 2017 is due primarily to higher commission expense related a higher level of revenues in the first nine months of 2018 compared to the first nine months of 2017 including~~ the additional revenue generated in 2018 as a result of the adoption of Topic 606 in the ~~first nine months~~second quarter of 2018.

General and administrative expenses decreased in the ~~third~~second quarter of ~~2018~~2019 to ~~$73,400~~$86,900 from ~~$80,400~~$101,500 in the ~~third~~second quarter of ~~2017.~~2018. In the first ~~nine~~six months of ~~2018,~~2019, general and administrative expenses ~~increased~~decreased to ~~$277,600~~$181,000 from ~~$240,000~~$204,200 in the first ~~nine~~six months of ~~2017.~~2018. The decrease in ~~third~~the second quarter of ~~2018~~2019 compared to the ~~third~~second quarter of ~~2017~~2018 is due primarily to lower ~~fees~~patent related expenses and lower employment expenses in the ~~third~~second quarter of ~~2018~~2019 compared to the ~~third~~second quarter of ~~2017.~~2018. The ~~increase~~decrease in the first ~~nine~~six months of ~~2018~~2019 compared to the first ~~nine~~six months of ~~2017~~2018 is due primarily to ~~higher~~lower patent related expenses, lower legal expenses and ~~higher legal~~lower employment expenses in the first ~~nine~~six months of ~~2018~~2019 compared to the first ~~nine~~six months of ~~2017.~~2018.

Other income (expenses) in the ~~third~~second quarter and first ~~nine~~six months of ~~2018~~2019 and ~~2017~~2018 included interest on convertible debentures held by nine investors and, in the third quarter and first nine months of 2017, interest on an unsecured loan from an individual. Also included in other income (expenses) is accretion of debt discounts in the first quarter of 2017 related to the extension of the maturity dates of $33,300 of convertible debentures.

~~Income taxes in the third quarter and first nine months of 2018 result from limitations placed on income tax net operating loss deductions by the Commonwealth of Pennsylvania.~~investors.

The net income of ~~$1,100~~$148,900 in the ~~third~~second quarter of ~~2018~~2019 compared to net income of ~~$109,800~~$1,447,500 in the ~~third~~second quarter of ~~2017~~2018 resulted primarily from ~~higher~~a lower gross profit on a ~~higher~~lower level of revenues in the ~~third~~second quarter of ~~2018~~2019 compared to the ~~third~~second quarter of ~~2017 offset in part by income taxes resulting from a change in Pennsylvania tax law. The net income of $1,544,400 in the first nine months of~~ 2018 compared to net income of $224,200 in the first nine months of 2017 resulted primarily from a higher gross profit on a higher level of revenues in the first nine months of 2018 compared to the first nine months of 2017 related to the adoption of Topic 606 ~~and no accretion of debt discounts~~ in the ~~first nine months~~second quarter of 2018 ~~as there was in the first nine months of 2017~~ offset in part by ~~higher~~lower overhead expenses in the second quarter of 2019 compared to the second quarter of 2018. The net income of $234,300 in the first six months of 2019 compared to net income of $1,543,300 in the first six months of 2018 resulted primarily from a lower gross profit on a lower level of revenues in the first six months of 2019 compared to the first six months of 2018 related to the adoption of Topic 606 in the second quarter of 2018 offset in part by lower overhead expenses in the first ~~nine~~six months of ~~2018~~2019 compared to the first ~~nine~~six months of ~~2017 and income taxes resulting from a change in Pennsylvania tax law.~~2018.

During the first ~~nine~~six months of ~~2018,~~2019, our Company’s cash ~~decreased~~increased to ~~$286,300~~$506,500 at ~~September~~June 30, ~~2018~~2019 from ~~$360,400~~$400,800 at December 31, ~~2017.~~2018. During the first ~~nine~~six months of ~~2018,~~2019, our Company ~~used $73,600 to fund~~generated $105,700 from its operating ~~activities and $500 for capital equipment purchases.~~activities.

During the first ~~nine~~six months of 2019, our Company’s revenues decreased approximately 60% to $925,500 in the first six months of 2019 from $2,299,100 in the first six months of 2018 ~~our Company’s~~of which an increase of 6%, or $148,100, is attributable to a 19% increase in revenues ~~increased approximately 159% to $2,860,500~~from historical operations in the first ~~nine~~six months of 2019 compared to the first six months of 2018 ~~from $1,103,400~~offset by a decrease of $1,521,700, or 66%, that is attributable the reduction of the Company’s revenues in the first ~~nine~~six months of ~~2017~~2019 compared to the first six months of ~~which 21%, or $235,500 is attributable to historical operations and 138%, or $1,521,600, to~~2018 as a result of the adoption of Topic ~~606.~~606 in the second quarter of 2018.

~~Our~~Additionally, our total overhead expenses ~~and our income tax expense increased~~decreased in the first ~~nine~~six months of ~~2018~~2019 compared to the first ~~nine~~six months of ~~2017~~2018 and our Company’s net interest expense decreased in the first ~~nine~~six months of ~~2018~~2019 compared to the first ~~nine~~six months of ~~2017.~~2018. As a result of these factors, our Company generated net income of ~~$1,544,400~~$234,300 in the first ~~nine~~six months of ~~2018~~2019 compared to ~~$224,200~~$1,543,300 in first ~~nine~~six months of ~~2017.~~2018. Our Company had ~~negative~~positive operating cash flow of ~~$73,600~~$105,700 during the first ~~nine~~six months of ~~2018.~~2019. At ~~September~~June 30, 2019, our Company had positive working capital of $1,132,800 and stockholders’ equity of $2,201,000. For the full year of 2018, our Company had net income of $1,655,400 and had positive operating cash flow of $40,900. At December 31, 2018, our Company had positive working capital of ~~$628,200~~$810,500 and stockholders’ equity of $1,855,700. For the full year of 2017, our Company had net income of $381,200 and had positive operating cash flow of $177,500. At December 31, 2017, our Company had positive working capital of $201,100 and stockholders’ equity of $215,200.$1,966,700.

Our Company has $128,300 of convertible debentures outstanding that are due during the third quarter of 2019. ~~During~~As of the ~~third quarter of 2018,~~current date, holders of ~~the entire $128,300~~$92,900 of the convertible debentures have agreed to extend the maturity dates of the convertible debentures for one year ~~to the third quarter of 2019~~ with no change in the terms or conditions of the debentures. These borrowings allowed our Company to remain in operation through late 2016 when our Company’s cash flow increased significantly.

~~In September 2018, we exercised our option to renew our building lease for five years through April 2024.~~

We may need to obtain additional capital in the future to support the working capital requirements associated with our existing revenue base and to fund ~~the~~ potential ~~negative impact on our profitability~~operating losses that could occur if our licensees ~~experience significant declines in~~are unable to at least maintain current levels of sales of products utilizing our Company’s technologies. We cannot assure you that we will be successful in obtaining sufficient additional capital, or if we do so, that the additional capital will enable our Company to continue to operate profitably in the future and develop new revenue sources to have a material positive effect on our Company’s operations and cash flow.

Without additional investment, we may be forced to cease operations at an undetermined time in the future if we are unable to sustain revenues at levels approximating revenues achieved in recent years. In November 2018, our Company negotiated a $150,000 revolving line of credit (“Line of Credit”) with a bank to provide a source of working capital, if required. The Line of Credit is secured by all the assets of our Company and bears interest at the bank’s prime rate for a period of one year and its prime rate plus 1.5% thereafter. The Line of Credit is subject to an annual review and quiet period. There have been no borrowings under the Line of Credit since its inception. We continue to maintain a cost containment program including curtailment, where possible, of discretionary research and development and sales and marketing expenses.

Our plan of operation for the twelve months beginning with the date of this quarterly report consists of concentrating available human and financial resources to continue to capitalize on the specific business relationships our Company has developed in the entertainment and toy products market. This includes two licensees that have been marketing products incorporating our Company’s technologies since 2012. These two licensees maintain a significant presence in the entertainment and toy products market and are well known and highly regarded participants in this market. We anticipate that these two licensees will expand their current offerings that incorporate our technologies and will introduce and market new products that will incorporate our technologies available to them under their license agreements with our Company. We will continue to develop various applications for these licensees. We also plan to expand our licensee base in the entertainment and toy market. We currently have additional licensees marketing or developing products incorporating our technologies in certain geographic and niche markets of the overall entertainment and toy products market.

Our Company maintains its presence in the retail loss prevention market and believes that revenue growth in this market can be achieved through increased security ink sales to its licensees in this market. We will continue to adjust our production and technical staff as necessary and, subject to available financial resources, invest in capital equipment needed to support potential growth in ink production requirements beyond our current capacity. Additionally, we will pursue opportunities to market our current technologies in specific security and non-security markets. There can be no assurances that these efforts will enable our Company to generate additional revenues and positive cash flow.

Our Company has received and continues to seek additional capital, in the form of debt, equity or both, to support our working capital requirements and to provide funding for other business opportunities. WeBeyond the Line of Credit, we cannot assure you that we will be successful in ~~raising~~obtaining additional capital, ~~in the future, if needed,~~ or that such additional capital, if obtained, will enable our Company to generate additional revenues and positive cash flow.

As previously stated, we generate a significant portion of our total revenues from licensees in the entertainment and toy products market. These licensees generally sell their products through retail outlets. In the future, such sales may be adversely affected by changes in consumer spending that may occur as a result of an uncertain economic environment. As a result, our revenues, results of operations and liquidity may be negatively impacted as they were in earlier years.

AsIn February 2016, the FASB issued ASU No. 2016-02,Leases (Topic 842) and subsequent related updates. The core principle of ~~September 30, 2018~~Topic 842 is that a lessee should recognize the assets and ~~for~~liabilities that arise from operating leases. Our Company adopted the standard effective January 1, 2019 under the optional transition method which allows the entity to apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment, if any, to the opening balance of retained earnings in the period ~~then ended, there were no recently adopted accounting standards that~~of adoption. The standard had a material ~~effect~~impact on ~~our Company’s financial statements.~~the balance sheet (see Note 11).

As of ~~September~~June 30, ~~2018,~~2019, there are no recently issued accounting standards not yet adopted which would have a material effect on our Company’s financial statements.

Evaluation of Disclosure Controls and Procedures.Our Company’s management, with the participation of our Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of ~~September~~June 30, ~~2018.~~2019. Based on this evaluation, our Company’s Principal Executive Officer and Principal Financial Officer concluded that, as of ~~September~~June 30, ~~2018,~~2019, our Company’s disclosure controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by our Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our Company’s management, including our Company’s Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Pursuant to the requirement of the Securities Exchange Act of 1934, ~~the~~our Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Maryland	87-0406496
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer þ	Smaller reporting company þ
	Emerging growth company ¨


	PAGE
Part I. FINANCIAL INFORMATION

Item 1. Financial Statements	1

Statements of Operations for Three Months and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~September~~June 30, ~~2017~~2018	1
Balance Sheets at ~~September~~June 30, ~~2018~~2019 and December 31, ~~2017~~2018	2
Statements of Cash Flows for ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019 and ~~September~~June 30, ~~201~~20187	3
Statements of Stockholders’ Equity for Three Months and Six Months ended June 30, 2019 and June 30, 2018	4
Notes to Financial Statements	45

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	810

Item 4. Controls and Procedures	1315

Part II. OTHER INFORMATION

Item 6. Exhibits	1416

SIGNATURES	1517

EXHIBIT INDEX	1618


	·	Expected operating results, such as revenue growth and earnings
	·	Anticipated levels of capital expenditures for fiscal year ~~2018~~2019 and beyond
	·	Current or future volatility in market conditions
	·	Our belief that we have sufficient liquidity to fund our business operations during the next twelve months
	·	Strategy for customer retention, growth, product development, market position, financial results and reserves
	·	Strategy for risk management


	·	The extent to which we are successful in gaining new long-term relationships with customers or retaining significant existing customers and the level of service failures that could lead customers to use competitors' services.
	·	Our ability to improve our current credit rating with our vendors and the impact on our raw materials and other costs and competitive position of doing so.
	·	The impact of losing our intellectual property protections or the loss in value of our intellectual property.
	·	Changes in customer demand.
	·	The adequacy of our cash flow and earnings and other conditions which may affect our ability to timely service our debt obligations.
	·	The occurrence of hostilities, political instability or catastrophic events.
	·	Such other factors as discussed throughout Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, and throughout Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered


	Common stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance – December 31, 2018		58,616,716	$	586,200	$	12,440,000	$	(11,059,500	)	$	1,966,700

Net income								85,400			85,400
Balance – March 31, 2019		58,616,716		586,200		12,440,000		(10,974,100	)		2,052,100

Net income								148,900			148,900
Balance – June 30, 2019		58,616,716	$	586,200	$	12,440,000	$	(10,825,200	)	$	2,201,000


	Operating Leases
Year ending December 31
2019	$	25,200
2020		51,600
2021		53,100
2022		54,600
2023		56,200
2024		18,900
Total lease payments		259,600
Less imputed interest		(37,800	)
Total	$	221,800


	a.	License fees for the use of our technology and royalties with guaranteed minimum amounts are recognized at a point in time when the term begins;
	b.	Product sales are recognized at the time of the transfer of goods to customers at an amount that our Company expects to be entitled to in exchange for these goods, which is at the time of shipment; and
	c.	Fees for technical services are recognized at the time of the transfer of services to customers at an amount that our Company expects to be entitled to in exchange for the services, which is when the service has been rendered.


	31.1	Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certifications of Chief Executive Officer and Chief 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
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase
	101.DEF	XBRL Taxonomy Extension Definition Linkbase
	101.LAB	XBRL Taxonomy Extension Label Linkbase
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase


		NOCOPI TECHNOLOGIES, INC.

DATE: ~~November 14, 2018~~August 13, 2019		/s/ Michael A. Feinstein, M.D.
		Michael A. Feinstein, M.D.
		Chairman of the Board, President & Chief Executive Officer

DATE: ~~November 14, 2018~~August 13, 2019		/s/ Rudolph A. Lutterschmidt
		Rudolph A. Lutterschmidt
		Vice President & Chief Financial Officer