UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

(Mark One)


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

For the quarterly period ended:March 31, ~~2018~~2019

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:~~Commission File Number: 001-11991

PURADYN FILTER TECHNOLOGIES INCORPORATED

(Exact name of registrant as specified in its charter)


DELAWARE	14-1708544
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2017 HIGH RIDGE ROAD, BOYNTON BEACH, FL	33426
(Address of principal executive offices)	(Zip Code)

(561) 547-9499

(Registrant's telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

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. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.


Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨þ	Smaller reporting company þ
~~(Do not check if a smaller reporting company)~~	Emerging growth company ¨

If an emerging growth company, indicate by checkmark if the registrant has elected not ~~elected~~ to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section ~~7(a)(2)(B)~~13(a) of the ~~Securities~~Exchange Act. ¨

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
COMMON STOCK, PAR VALUE $.001 PER SHARE	PFTI	NONE

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 69,016,468 shares of common stock are issued and outstanding as of May ~~13, 2018.~~14, 2019.

TABLE OF CONTENTS


		Page No.
	PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS.	1

	Condensed Balance Sheets – As of March 31, ~~2018~~2019 (unaudited) and December 31, 20178	1
	Condensed Statements of Operations –Three months ended March 31, ~~2018~~2019 and ~~2017~~2018 (unaudited)	2
	Condensed Statements of Cash Flows – Three months ended March 31, ~~2018~~2019 and ~~2017~~2018 (unaudited)	3
	Condensed Statements of Stockholders’ Deficit– Three months ended March 31, 2019 and 2018 (unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	45

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	1517

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	1821

ITEM 4.	CONTROLS AND PROCEDURES.	1921

	PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	2022

ITEM 1A.	RISK FACTORS.	2022

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	2022

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	2022

ITEM 4.	MINE SAFETY DISCLOSURE.	2022

ITEM 5.	OTHER INFORMATION.	2022

ITEM 6.	EXHIBITS.	2023

OTHER PERTINENT INFORMATION

Our web site iswww.puradyn.com. The information which appears on our web site is not part of this report.

When used in this report, the terms "Puradyn," the "Company," "we," "our," and "us" refers to Puradyn Filter Technologies Incorporated, a Delaware corporation. In addition, when used in this report, “first quarter of 2019” refers to the three months ended March 31, 2019, "first quarter of 2018" refers to the three months ended March 31, 2018, “2019” or “fiscal 2019” refers to the year ending December 31, 2019 and “2018” or “fiscal 2018” refers to the year ending December 31, 2018.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to:

our history of losses and uncertainty that we will be able to continue as a going concern,

our ability to generate net sales in an amount to pay our operating expenses,

our need for additional financing and uncertainties related to our ability to obtain these funds,

our ability to repay the outstanding secured debt of ~~$8,163,349~~approximately $8.3 million at May ~~15, 2018~~13, 2019 due our Executive Chairman ~~and CEO~~ which matures on December 31, ~~2019;~~2021, together with an additional $800,000 of unsecured advances which are payable upon demand;

the significant amount of deferred compensation owed to two of our executive officers and ~~one other employee~~two former employees and our ability to pay these amounts,

our ability to protect our intellectual property, and the potential impact of expiring patents on our business in future periods,

anti-takeover provisions of Delaware law and our Board's ability to issue preferred stock without stockholder consent,

potential dilution to our stockholders from the exercise of outstanding options and warrants,

the lack of sufficient liquidity in the market for our common stock, and

the application of penny stock rules to the trading in our common stock.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, including the risks described inPart I. Item 1A. Risk Factors and ~~this report together with~~ our subsequent filings with the Securities and Exchange Commission in their entirety. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

PURADYN FILTER TECHNOLOGIES INCORPORATED

CONDENSED BALANCE SHEETS


							March 31,			December 31,
	March 31, 2018			December 31, 2017			2019			2018
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash	$	—		$	54,438		$	175,303		$	112,769
Accounts receivable, net of allowance for uncollectible accounts of $17,000 and $17,000, respectively		420,978			270,896			115,108			293,994
Inventories, net		454,106			400,764			1,074,978			834,708
Prepaid expenses and other current assets		62,481			69,355			53,985			66,290
Total current assets		937,565			795,453			1,419,374			1,307,761

Property and equipment, net		40,300			45,327			71,201			78,642
Operating Right of use asset							846,744			—
Other noncurrent assets		548,148			532,540			475,283			483,974
Total assets	$	1,526,013		$	1,373,320		$	2,812,602		$	1,870,377

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Cash overdraft	$	38,449		$	—
Accounts payable		274,359			186,696		$	540,374		$	416,790
Accrued liabilities		366,904			362,804			225,042			605,357
Sales incentives		—			99,128
Capital lease obligation		2,505			3,443
Operating lease liabilities							174,435			—
Deferred compensation		1,574,952			1,626,003			1,502,823			1,564,253
Notes Payable - stockholders		25,000			7,988,349			625,000			325,000
Total current liabilities		2,282,169			10,266,423
Total Current Liabilities							3,067,674			2,911,400

Long-term operating lease liabilities							743,651			—
Notes Payable - stockholders		8,163,349			—			8,385,132			7,989,622
Total long-term liabilities		8,163,349			—
Total Liabilities		10,445,518			10,266,423			12,196,457			10,901,022
Commitments and contingencies (Note 12)

Commitments and contingencies (Note 11)

Stockholders’ deficit:
Preferred stock, $.001 par value:
Authorized shares – 500,000;
None issued and outstanding		—			—			—			—
Common stock, $.001 par value,
Authorized shares – 100,000,000;
Issued and outstanding 69,016,468 and 69,016,468, respectively		69,016			69,016			69,016			69,016
Additional paid-in capital		53,609,501			53,599,160			53,691,930			53,678,000
Accumulated deficit		(62,598,022	)		(62,561,279	)		(63,144,801	)		(62,777,661	)
Total stockholders’ deficit		(8,919,505	)		(8,893,103	)		(9,383,855	)		(9,030,645	)
Total liabilities and stockholders’ deficit	$	1,526,013		$	1,373,320		$	2,812,602		$	1,870,377

See accompanying notes to unaudited condensed financial statements

PURADYN FILTER TECHNOLOGIES INCORPORATED

CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)


	For the Three Months Ended March 31,							Three Months Ended March 31,
	2018			2017				2019				2018
Net sales	$	885,740		$	688,990			$	482,993			$	885,740
Cost of products sold		504,442			442,712				330,501				504,442
Gross profit		381,298			246,278
Gross Profit								152,492				381,298

Costs and expenses:
Salaries and wages		193,268			212,937				228,578				193,268
Selling and administrative		150,070			143,340				190,639				150,070
Total Operating Costs		343,338			356,277
Loss on impairment of patents								11,417				—
Total operating costs								430,634				343,338

Income / (Loss) from operations		37,960			(109,999	)			(278,142	)			37,960

Other income (expense):
Interest expense		(74,703	)		(65,545	)			(88,998	)			(74,703	)
Total other expense, net									(88,998	)			(74,703	)
Net loss before income tax expense		(36,743	)		(175,544	)			(367,140	)			(36,743	)

Provision for income taxes		—			—				—				—

Net loss	$	(36,743	)	$	(175,544	)		$	(367,140	)		$	(36,743	)

Loss per share – basic and diluted	$	(0.00	)	$	(0.00	)
Basic and diluted loss per common share							$	(0.01	)		$	(0.00	)

Basic and diluted weighted average common shares outstanding		69,016,468			69,016,468

Weighted average common shares outstanding basic and diluted								69,016,468				69,016,468

See accompanying notes to unaudited condensed financial statements

PURADYN FILTER TECHNOLOGIES INCORPORATED

CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

For the
Three Months Ended
March 31,

2018

2017

Operating activities

Net loss

$
(36,743
)
$
(175,544
)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

8,762

8,072

Compensation expense on stock-based arrangements with employees and consultants

10,341

10,880

Changes in operating assets and liabilities:

Accounts receivable

(150,082
)

(31,589
)
Prepaid expenses and other current assets

6,874

(4,969
)
Inventories

(53,342
)

121,227

Security deposits

850

—

Accounts payable

87,663

(37,998
)
Sales incentives

(99,128
)

—

Deferred compensation

(51,051
)

(19,226
)
Accrued liabilities

4,099

(11,912
)
Net cash used in operating activities

(271,757
)

(141,059
)

Investing activities

Capitalized patent costs

(20,192
)

(2,575
)
Net cash used in investing activities

(20,192
)

(2,575
)

Financing activities

Cash overdraft

38,449

—

Proceeds from issuance of notes payable to stockholders

200,000

200,000

Repayments of stockholders loan

—

(50,000
)
Payment of capital lease obligations

(938
)

(939
)
Net cash provided by financing activities

237,511

149,061

Net (Decrease) / Increase in cash and cash equivalents

(54,438
)

5,427

Cash and cash equivalents at beginning of period

54,438

12,806

Cash and cash equivalents at end of period

$
—

$
18,233

Supplemental cash flow information:

Cash paid for interest

$
61,164

$
59,074

Cash paid for taxes

$
—

$
—

Supplemental disclosure of non-cash transactions:

Forgiveness of stockholder loan and accrued interest

$
—

$
26,373


	Three Months Ended March 31,
	2019			2018
Operating activities
Net loss	$	(367,140	)	$	(36,743	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		12,850			8,762
Provision for slow moving inventory		(40,537	)
Compensation expense on stock-based arrangements with employees and consultants		13,930			10,341
Impairment of capitalized patent costs		11,417			—
Amortization of Operating right of use asset		40,265			—
Changes in operating assets and liabilities:
Accounts receivable		178,886			(150,082	)
Inventories		(199,732	)		(53,342	)
Prepaid expenses and other current assets		12,305			6,874
Other assets		—			850
Sales incentives		—			(99,128	)
Accounts payable		123,583			87,663
Accrued liabilities		89,881			4,099
Deferred compensation		(61,430	)		(51,051	)
Operating lease liabilities		(43,609	)		—
Net cash used in operating activities		(229,331	)		(271,757	)

Investing activities
Capitalized patent costs		(8,135	)		(20,192	)
Net cash used in investing activities		(8,135	)		(20,192	)

Financing activities
Cash overdraft		—			38,449
Proceeds from issuance of notes payable to stockholders		300,000			200,000
Payment of capital lease obligations		—			(938	)
Net cash provided by financing activities		300,000			237,511


Net increase / (decrease) in cash		62,534			(54,438	)
Cash at beginning of period		112,769			54,438
Cash at end of period	$	175,303		$	—

Supplemental cash flow information:
Cash paid for interest	$	—		$	61,164
Cash paid for taxes	$	—		$	—
Noncash investing and financing activities:
Conversion of accrued interest into note payable	$	395,510		$	—
Operating right of use assets obtained in exchange for operating lease liabilities	$	890,009		$	—

See accompanying notes to unaudited condensed financial statements

PURADYN FILTER TECHNOLOGIES INCORPORATED

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2019

(UNAUDITED)


									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit

Balance at December 31, 2017		—	$	—		69,016,468	$	69,016	$	53,599,160	$	(62,561,279	)	$	(8,893,103	)
Net loss		—		—		—		—		—		(36,743	)		(36,743	)
Compensation expense associated with unvested option awards		—		—		—		—		10,341		—			10,341
Balance at March 31, 2018		—	$	—		69,016,468	$	69,016	$	53,609,501	$	(62,598,022	)	$	(8,919,505	)


									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit

Balance at December 31, 2018		—	$	—		69,016,468	$	69,016	$	53,678,000	$	(62,777,661	)	$	(9,030,645	)
Net loss		—		—		—		—		—		(367,140	)		(367,140	)
Compensation expense associated with unvested option awards		—		—		—		—		13,930		—			13,930
Balance at March 31, 2019		—	$	—		69,016,468	$	69,016	$	53,691,930	$	(63,144,801	)	$	(9,383,855	)

See accompanying notes to unaudited condensed financial statements

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

Basis of Presentation, Going Concern and Summary of Significant Accounting Policies

Organization

Puradyn Filter Technologies Incorporated (the “Company”), a Delaware corporation, is engaged in the manufacturing, distribution and sale of bypass oil filtration systems under the trademark Puradyn^® primarily to companies within targeted industries. The Company holds the exclusive worldwide manufacturing and marketing rights for the Puradyn products through direct ownership of various patents.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information and with the instructions to Form 10-Q and Regulation S-K. 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 of a normal and recurring nature considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, ~~2018~~2019 may not necessarily be indicative of the results that may be expected for the year ending December 31, ~~2018.~~2019.

For further information, refer to the Company's financial statements and footnotes thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

Revenue Recognition

The Company recognizes revenue from product sales to customers, distributors and resellers when products that do not require further services or installation by the Company are shipped, when there are no uncertainties surrounding customer acceptance, and when collectability is reasonably assured. Cash received by the Company prior to shipment is recorded as deferred revenue. Sales are made to customers under terms allowing certain limited rights of return and other limited product and performance warranties for which provision has been made in the accompanying unaudited condensed financial statements.

Amounts billed to customers in sales transactions related to shipping and handling, represent revenues earned for the goods provided and are included in net sales. Costs of shipping and handling are included in cost of products sold.

The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of ~~the first quarter of~~ fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. The adoption of these standards did not have a material impact on the Company's ~~Condensed Statements~~condensed statements of ~~Operations in~~operations during the ~~first quarter of~~three months ended March 31, 2018.

Use of Estimates

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying unaudited condensed financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. At March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company did not have any cash equivalents.

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

Fair Value of Financial Instruments

The carrying amounts of cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued liabilities and notes payable to stockholder approximate their fair values as of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively, because of their short-term natures.

Accounts Receivable

Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense.

The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made.

Inventories

Inventories are stated at the lower of cost or ~~market~~net realizable value using the first in, first out (FIFO) method. Net realizable value is defined as sales price less cost of completion, disposable and transportation and a normal profit margin. Production costs, consisting of labor and overhead, are applied to ending finished goods inventories at a rate based on estimated production capacity. Excess production costs are charged to cost of products sold. Provisions have been made to reduce excess or obsolete inventories to their net realizable value.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, except for assets held under capital leases, for which the Company records depreciation and amortization based on the shorter of the asset’s useful life or the term of the lease. The estimated useful lives of property and equipment range from 3 to 5 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

Patents

Patents are stated at cost. Amortization is provided using the straight-line method over the estimated useful lives of the patents. The estimated useful lives of patents are ~~17 to~~approximately 20 years. Upon retirement, the cost and related accumulated amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations.

Impairment of Long-Lived Assets

Management assesses the recoverability of its long-lived assets when indicators of impairment are present. If such indicators are present, recoverability of these assets is determined by comparing the undiscounted net cash flows estimated to result from those assets over the remaining life to the assets’ net carrying amounts. If the estimated undiscounted net cash flows are less than the net carrying amount, the assets would be adjusted to their fair value, based on appraisal or the present value of the undiscounted net cash flows.

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

Sales Incentives and Consideration Paid to Customers

The Company accounts for certain promotional costs such as sales incentives and cooperative advertising as a reduction of sales.

Product Warranty Costs

As required by FASB ASC 460,Guarantor’s Guarantees, the Company is including the following disclosure applicable to its product warranties.

The Company accrues for warranty costs based on the expected material and labor costs to provide warranty replacement products. The methodology used in determining the liability for warranty cost is based upon historical information and experience. The Company's warranty reserve is included in accrued liabilities in the accompanying condensed financial statements and is calculated as the gross sales multiplied by the historical warranty expense return rate. For the three months ended March ~~31, 2018,~~2019, there was no change to the reserve for warranty liability as the reserve balance was deemed sufficient to absorb any warranty costs that might be incurred from the sales activity for the period.

The following table shows the changes in the aggregate product warranty liability for the ~~three-months~~three months ended March 31, ~~2018:~~2019:


Balance as of December 31, 2017	$	20,000
Balance as of December 31, 2018			$	20,000
Less: Payments made		—			—
Add: Provision for current period warranties		—			—
Balance as of March 31, 2018 (unaudited)	$	20,000
Balance as of March 31, 2019 (unaudited)			$	20,000

Advertising Costs

Advertising costs are expensed as incurred. During the three months ended March 31, ~~2018~~2019 and ~~March 31, 2017,~~2018, advertising costs incurred by the Company totaled approximately ~~$0,~~$4,670 and ~~$0,~~0, respectively, and are included in selling and administrative expenses in the accompanying statements of operations.

Engineering and Development

Engineering and development costs are expensed as incurred. During the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, engineering and development costs incurred by the Company totaled ~~$1,429~~$2,365 and ~~$1,575,~~$1,429, respectively, and are included in selling and administrative expenses in the accompanying statements of operations.

Income Taxes

The Company accounts for income taxes under FASB ASC 740,Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Stock Option Plans

We adopted FASB ASC 718,Compensation-Stock Compensation, effective January 1, 2006 using the modified prospective application method of adoption which requires us to record compensation cost related to unvested stock awards as of December 31, 2005 by recognizing the amortized grant date fair value in accordance with provisions of FASB ASC 718 on straight line basis over the service periods of each award. We have estimated forfeiture rates based on our historical experience. Stock option compensation expense ~~for the year ended December 31, 2017~~ has been recognized as a component of cost of goods sold and general and administrative expenses in the accompanying financial statements for the three months ended March 31, ~~2018.~~2019.

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

The Company leases its employees from a payroll leasing company. The Company’s leased employees meet the definition of employees as specified by FASB Interpretation No. 44 for purposes of applying FASB ASC 718.

Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable in accordance ~~withFASB ASC 505,~~with~~Equity,~~,and FASB ASC 718, Compensation-Stock Compensation, including related amendments and interpretations. The related expense is recognized over the period the services are provided.

Credit Risk

The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances in excess of the FDIC insured limit of $250,000 are at risk. At March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively, the Company did not have cash balances above the FDIC insured limit. The Company performs ongoing evaluations of its significant trade accounts receivable customers and generally does not require collateral. An allowance for doubtful accounts is maintained against trade accounts receivable at levels which management believes is sufficient to cover probable credit losses. The Company also has some customer concentrations, and the loss of business from one or a combination of these significant customers, or an unexpected deterioration in their financial condition, could adversely affect the Company’s operations. Please refer to Note 15 for further details.

Basic and Diluted Loss Per Share

~~FASB~~The Company uses ASC ~~260,~~260-10,Earnings Per Share~~, requires a dual presentation of~~ for calculating the basic and diluted ~~earnings~~income (loss) per share. ~~However, because~~The Company computes basic income (loss) per share by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding. As of March 31, 2019 and 2018, there were 12,558,336 and 3,956,412 shares, respectively, issuable upon the ~~Company's net losses, the effect~~exercise of ~~outstanding stock~~ options and warrants, ~~would be anti-dilutive and, accordingly, is~~respectively.

Common stock equivalent shares are excluded from the computation of ~~diluted loss per share. The number of such shares excluded from the computation of~~net loss per share ~~3,956,412 and 4,522,662~~if their effect is anti-dilutive. The Company had net income for the three ~~months~~month period ended March 31, ~~2018~~2019. A separate computation of diluted earnings per share is presented using the treasury stock method and ~~2017, respectively.~~the common stock equivalents did not have any effect on net income per share.

Leases

In connection with our lease agreement for our Office in Boynton Beach, Florida, the Company adopted the provisions of ASU 2016-02, Leases. As such, the Company recorded an operating right of use asset and an operating lease liability as of March 31, 2019.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition requirements in Accounting Standards Codification 605, "Revenue Recognition." This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of the new revenue standard by one year, and allowed entities the option to early adopt the new revenue standard as of the original effective date. There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance. The requirements for these standards relating to Topic 606 are effective for interim and annual periods beginning after December 15, 2017. This standard permitted adoption using one of two transition methods, either the retrospective or modified retrospective transition method.

~~PURADYN FILTER TECHNOLOGIES INCORPORATED~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~(UNAUDITED)~~

The Company adopted these standards at the beginning of the first quarter of fiscal 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of these standards did not have a material impact on the Company's Condensed Statements of Operations in the first quarter of 2018.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

Going Concern

The Company's unaudited condensed financial statements have been prepared on the assumption that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company ~~has~~ sustained losses since inception Company does not have sufficient revenues and income to fully fund the operations. During the three months ended March 31, 2019 and 2018 the Company used net cash in operations of ~~$271,757and $141,059 during the three-months ended March 31, 2018~~$229,331 and ~~2017,~~$271,757, respectively. As a result, the Company has had to rely ~~principally~~ on ~~the conversion of debt into stock as well as~~ stockholder loans and related parties to fund its activities to date.

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

These recurring operating losses, liabilities exceeding assets and the reliance on cash inflows from ~~a current stockholder~~two stockholders led the Company’s independent registered public accounting firm, Liggett & Webb, P.A., to include a statement in its audit report relating to the Company’s audited financial statements for the year ended December 31, ~~2017~~2018 expressing substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Inventories

Inventories consisted of the following at March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively:


	March 31, 2018			December 31, 2017				March 31, 2019			December 31, 2018
	(Unaudited)							(Unaudited)
Raw materials	$	885,144			901,600			$	1,082,954		$	1,053,147
Work In Progress		71,867			125,932
Finished goods		140,711			16,848				427,550			257,623
Valuation allowance		(643,616	)		(643,616	)			(435,526	)		(476,062	)
Inventory, net	$	454,106			400,764
Total inventory, net							$	1,074,978		$	834,708

Prepaid Expenses and Other Current Assets

At March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, prepaid expenses and other current assets consisted of the following:

March 31,
2018

December 31,
2017

(Unaudited)

Prepaid expenses

$
24,412

26,648

Deposits

38,069

42,707

$
62,481

69,355

~~PURADYN FILTER TECHNOLOGIES INCORPORATED~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~(UNAUDITED)~~


	March 31, 2019		December 31, 2018
	(Unaudited)
Prepaid expenses	$	25,985	$	27,854
Deposits		28,000		38,436
	$	53,985	$	66,290

Property and Equipment

At March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, property and equipment consisted of the following:


	March 31, 2018			December 31, 2017			March 31, 2019			December 31, 2018
	(Unaudited)						(Unaudited)
Machinery and equipment	$	1,045,217		$	1,045,217		$	1,030,196		$	1,030,196
Furniture and fixtures		56,558			56,558			56,558			56,558
Leasehold improvements		152,322			152,322			188,012			188,012
Software and website development		88,842			88,842			88,842			88,842
Computer hardware and software		153,249			153,249			179,258			179,258
		1,496,188			1,496,188			1,542,866			1,542,866
Less accumulated depreciation and amortization		(1,455,888	)		(1,450,861	)		(1,471,665	)		(1,464,224	)
	$	40,300		$	45,327		$	71,201		$	78,642

Depreciation and amortization expense of property and equipment for the three months ended March 31, 2019 and 2018 are $7,441 and ~~2017 are~~ $5,027, ~~and $4,677,~~ respectively.

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

Patents

Included in other noncurrent assets at March 31, ~~2018~~2019 and December 31, ~~2017~~2018 are capitalized patent costs as follows:


	March 31, 2018			December 31, 2017			March 31, 2019			December 31, 2018
							(Unaudited)
Patent costs	$	579,065		$	558,873		$	530,214		$	533,496
Less accumulated amortization		(65,888	)		(62,153	)		(89,902	)		(84,429	)
	$	513,177		$	496,720		$	440,312		$	449,067

Amortization expense for the three months ended March 31, 2019 and 2018 are $5,409 and ~~2017 amounted to~~ $3,735, ~~and $3,395,~~ respectively. During the three months ended March 31, 2019 the Company impaired $11,417 of patent costs as it was determined that it had no future economic value.

Leases

Operating right of use assets and operating lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating right of use assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. As we have outstanding secured debt, we used the rate based on loan of 4%.

Our office lease contains rent escalations over the lease term. We recognize expense for this office lease on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term.

The Company leases its office and warehouse facilities in Boynton Beach, Florida under a long-term non-cancellable lease agreement, which contains renewal options and rent escalation clauses. As of March 31, ~~2018,~~2019, a security deposit of $34,970 is included in noncurrent assets in the accompanying balance sheet. On September 27, 2012 the Company entered into a non-cancellable six-year lease agreement for the same facilities commencing August 1, 2013 and expiring July 31, 2019. The total ~~remaining~~ minimum lease payments over the remaining term of the current lease amount to ~~$221,430. Rent expense for the three months ended March 31, 2018 and 2017 amounted to $65,679 and $69,135, respectively.~~$180,826.

~~In January 2015~~On June 29, 2018, the Company entered into a non-cancellable five-year lease for the same facilities commencing August 1, 2019 and expiring July 31, 2024. The lease will require an initial rent of $14,899 per month, beginning August 1, 2019 for the first year, increasing by 3% per year to $16,769 per month in the fifth year. In addition, the Company is responsible for all operating expenses and utilities. As part of the lease the landlord agreed to reimburse the Company $58,000 towards the replacement of air conditioning units, upon written request. As of December 31, 2018 the Company had received all of the reimbursement.

In September 2018, the Company entered into a new capital lease for office equipment in the amount of ~~$15,020. As~~$559, which commenced in December 2018 for a term of ~~March 31, 2018 and December 31, 2017 the balance under capital lease obligations was $2,505 and $3,443, respectively.~~ 48 months.

910

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

Supplemental balance sheet information related to leases was as follows:


		March 31,
Operating Leases	Classification	2019
Right-of-use assets	Operating right of use assets	$	846,744

Current lease liabilities	Current operating lease liabilities		174,435
Non-current lease liabilities	Long-term operating lease liabilities		743,651
Total lease liabilities		$	918,086

Lease term and discount rate were as follows:


	March 31,
	2019
Weighted average remaining lease term (years)		5.29
Weighted average discount rate		4	%

The component of lease costs were as follows:


	Three months ended March 31,
	2019
Operating lease cost	$	46,669
Variable lease cost (1)		26,915
Total lease costs	$	73,584

(1) Variable lease cost primarily relates to common area maintenance, property taxes and insurance on leased real estate.

Supplemental disclosures of cash flow information related to leases were as follows:


	March 31,
	2019
Cash paid for operating lease liabilities	$	43,616
Operating right of use assets obtained in exchange for operating lease liabilities	$	890,009

Maturities of lease liabilities were as follows as of March 31, 2019:


	Operating
	Leases

Remainder of 2019	$	135,639
2020		188,196
2021		193,627
2022		197,427
2023		197,807
2024		117,383
Total		1,030,079
Less: Imputed interest		(111,993	)
Present value of lease liabilities	$	918,086

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

Accrued Liabilities

At March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, accrued liabilities consisted of the following:


	March 31, 2018		December 31, 2017			March 31, 2019			December 31, 2018
	(Unaudited)					(Unaudited)
Accrued vacation and benefits	$	66,916	$	69,025
Accrued wages and benefits					$	41,361		$	52,753
Accrued expenses relating to vendors and others		132,094		136,681			144,451			128,114
Accrued warranty costs		20,000		20,000			20,000			20,000
Accrued interest payable relating to stockholder notes		128,549		115,039			19,230			329,801
Deferred rent		19,345		22,059			—			74,689
	$	366,904	$	362,804		$	225,042		$	605,357

Deferred Compensation

Deferred compensation represents amounts owed to ~~four~~two current employees and two former employees for salary. As there is no written agreement with these employees which memorializes the terms of ~~the~~ salary deferral, only a voluntary election to do ~~so. It~~so, it is possible that the employees could demand payment in full at any time. As of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company recorded deferred compensation of ~~$1,574,952~~$1,502,823 and ~~$1,626,003,~~$1,564,253, respectively.

10.

~~Sales Incentives~~

The Company entered into an exclusive distribution agreement for the worldwide rights to sell its product in the oil and gas industry effective September 7, 2017. An incentive program was used to compensate the distributor for the difference between the price of product currently being charged by PFTI offered to the distributor for the oil and gas industry and the applicable distributor price currently available. The incentive, in the form of credits toward future product, is redeemable only if targeted quarterly goals are achieved. If the goals are not achieved the credits will be carried forward and are redeemable when the quarterly goals are achieved. Targeted quarterly goals, if achieved, represent an aggregate of approximately $4 million in sales revenue between August 1, 2017 and June 30, 2018. Sales under the agreement amount to $936,193 for the period from August 1, 2017 to March 31, 2018.

As of March 31, 2018 management determined it would not be possible for distributor to achieve its sales goals by June 30, 2018. Since the distributor would not be able to earn these credits the Company is no longer accruing any amounts under this agreement. As of March 31, 2018 the Company recognized $99,128 of amounts previously offset into revenue in the current period. As of December 31, 2017 and March 31, 2018, the Company recorded a credit toward future product of $99,128 and $0, respectively.

~~11.~~

Notes Payable to Stockholders – Related Party

~~Beginning on~~On March 28, 2002 the Company executed a binding agreement with one of its principal stockholders, who is also the Executive Chairman of the Board, ~~and an Executive officer,~~ to fund up to $6.1 million. Under the terms of the ~~agreements,~~agreement, the Company can draw amounts as needed to fund operations. Amounts drawn bear interest at the BBA LIBOR Daily Floating Rate plus 1.4 percentage points ~~(3.678%~~(4.01% and ~~3.616%~~3.678% per annum at March 31, ~~2018~~2019 and ~~2017,~~2018, respectively), payable monthly and were to become due and payable on December 31, 2005 or upon a change in control of the Company or the consummation of any other financing over $7.0 million. Beginning in March 2006, annually, through February 2012, the maturity date for the agreement was extended annually from December 31, 2007, to December 31, 2018. On May 9, 2018 he extended the maturity rate to December 31, 2019.

~~PURADYN FILTER TECHNOLOGIES INCORPORATED~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~(UNAUDITED)~~On March 25, 2019 we entered into a note exchange agreement with our Executive Chairman pursuant to which he exchanged $7,989,622 of principal and $395,510 of accrued interest which would have been due on December 31, 2019 under an unsecured loan for a secured promissory note in the principal amount of $8,385,132. The secured note which matures on December 31, 2021, and bears interest at 4% per annum, payable monthly, is secured by a first position security interest in our assets.

~~During the three months ended~~From January 1, 2019 through March 31, ~~2018 we borrowed an~~2019, the Company received additional ~~$200,000~~loans in the amount of $275,000 from ~~him and repaid $0.~~the Company’s Executive Chairman, as advances for working capital needs. The loans bear interest at the BBA Libor Daily Floating Rate plus 1.4 points. As of March 31, ~~2018 and December 31, 2017 we owed him $8,163,349 and $7,963,349 which represented approximately 77% and 78% of our~~2019 the total ~~liabilities, respectively. On May 9, 2018 he extended the maturity date to December 31, 2019. While he has continued to fund our working capital needs at reduced levels and extend the~~balance due date of the obligation for an additional year, he is under no contractual obligation to do so. During 2017 he advised us he does not expect to continue to provide working capital advances to us at historic amounts. If we are unable to meet our obligation to our Chairman and Chief Executive Officer prior to maturity, he has advised us that he may forgive all, or substantially all, of this obligation.was $600,000.

In ~~November 2017,~~January 7, 2019, the Company received an additional loan in the amount of $25,000 from ~~this same~~a stockholder and former member of the Board of Directors. The loan bears interest at a rate of 5% per annum and is due ~~December 31, 2018.~~

From April 1, 2018 through May 15, 2018, the Company received additional loans in the amount of $250,000 from a related party to the Company’s Chairman and CEO, as advances for working capital needs. The Loan is unsecured and payable on demand.January 7, 2020.

During the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, the Company incurred interest expense of ~~$74,365~~$84,939 and ~~$65,083,~~$74,673, respectively, on its loan from the Executive Chairman of the Board, which is included in interest expense in the accompanying condensed statements of operations, as well as interest expense of ~~$308~~$288 and ~~$442~~$308 for the three months ended March 31, 2019 and 2018, ~~and 2017~~respectively, related to the loan from ~~one if its~~a former Board ~~members.~~member. These amounts, in addition to interest expense of ~~$30~~$4,059 and ~~$20~~$30 for the three months ended March 31, 2019 and 2018, ~~and 2017,~~ respectively, are related to ~~capital lease obligations,~~ financing and ~~loans from a stockholder.~~

~~Notes payable and capital leases consisted of the following at March 31, 2018 and December 31, 2017:~~

March 31,
2018

December 31, 2017

Notes payable to stockholders

$
8,188,349

$
7,988,349

Capital lease obligation

2,505

3,443

8,190,854

7,991,792

Less: current maturities

(27,505
)

(7,991,792
)
Long-term maturities

$
8,163,349

$
—

~~Maturities of Long-Term Obligations for Five Years and Beyond~~

~~The minimum annual principal payments of notes payable and capital lease obligations at March 31, 2018 were:~~

2018

$
27,505

2019

8,163,349

Total

$
8,190,854

late fees.

1112

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

~~12.~~Notes payable and operating lease liabilities consisted of the following at March 31, 2019 and December 31, 2018:


	March 31, 2019			December 31, 2018
Notes payable to stockholders	$	9,010,132		$	8,314,622
Operating lease liabilities		918,086			—
		9,928,218			8,314,622
Less: current maturities		(799,435	)		(325,000	)
Long-term maturities	$	9,128,783		$	7,989,622

11.

Commitments and Contingencies

Agreements

On September 7, 2017 the Company entered into an exclusive distribution agreement for the worldwide rights to sell its product in the oil and gas industry. The distributor will receive sales incentive credits toward future product, based upon the difference in current pricing and new pricing detailed in the agreement. The credits toward future product are only redeemable if targeted quarterly goals are achieved. If the goals are not achieved the credits will be carried forward and are redeemable when the quarterly goals are achieved. Refer to Note 10.

~~On September 27, 2012, the Company~~May 18, 2018 we entered into a ~~72 month lease~~letter agreement with Mr. Edward S. Vittoria pursuant to which he agreed to be employed by us as our Chief Executive Officer for ~~its corporate offices and warehouse facility in Boynton Beach, Florida. The renewed lease commences August 1, 2013 and requires~~ an initial ~~rent~~term ending May 31, 2019, which such term may be extended by mutual agreement upon terms and conditions to be mutually agreed upon prior to the expiration of ~~$12,026 per month beginning in~~such initial term. Under the ~~second month~~terms of the ~~first year, increasing~~letter agreement we agreed to pay him: (i) an annual base salary of $200,000, payable in ~~varying amounts~~accordance with our normal payroll practices; (ii) an annual cash bonus to ~~$13,941 per month~~be awarded by our Board of Directors in January in a minimum amount of $50,000; and (iii) granted him options to purchase 6,500,000 shares of our common stock, vesting one-third in arrears, at an exercise price equal to fair market value on the ~~sixth year. In addition,~~date of grant pursuant to the ~~Company~~terms and conditions of our 2018 Equity Compensation Plan. He is ~~responsible~~also entitled to: (i) participate in all of our benefit programs currently existing or hereafter made available to executive and/or salaried; (ii) an amount of annual paid vacation consistent with his position and length of service to us; and (iii) reimbursement for all ~~operating~~reasonable, out of-pocket expenses ~~and utilities.~~incurred by him.

On October 20, 2009, the Company entered into a consulting agreement for management and strategic development services with Boxwood Associates, Inc., pursuant to which the Company pays a $2,000 monthly service fee. The contract remains in effect until terminated by either party providing 30 days written notice. A former member of our ~~board~~Board of ~~directors~~Directors and a significant stockholder is President of Boxwood Associates, Inc. Refer to Note ~~14.~~13.

~~13.~~12.

Stock Options and Warrants

For the three months ended March 31, ~~2018~~2019 and ~~March 31, 2017,~~2018, respectively, the Company recorded non-cash stock-based compensation expense of ~~$10,341~~$13,930 and ~~$10,880,~~$10,341, relating to employee stock options and warrants issued for consulting services.

Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable in accordance with FASB ASC 505,Equity,and FASB ASC 718, Compensation – Stock Compensation. The related expense is recognized over the period the services are provided. Unrecognized expense remaining at March 31, ~~2018~~2019 and ~~2017~~2018 for the options is ~~$4,027~~$110,662 and ~~$10,808,~~$4,027, respectively, and will be recognized through ~~March~~June 30, ~~2019.~~

~~A summary of the Company’s stock option plans as of March 31, 2018, and changes during the three month period then ended is presented below:~~

Three Months Ended
March 31, 2018

Number of
Options

Weighted
Average
Exercise Price

Options outstanding at December 31, 2017

3,180,000

$
0.20

Options granted

—

—

Options exercised

—

—

Options cancelled

—

—

Options expired

(45,000
)

0.26

Options at end of period

3,135,000

$
0.20

Options exercisable at March 31, 2018

2,864,160

$
0.20

~~PURADYN FILTER TECHNOLOGIES INCORPORATED~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~(UNAUDITED)~~

~~Changes in the Company’s non-vested options for the three months ended March 31, 2018 are summarized as follows:~~

Three Months Ended
March 31, 2018

Number of
Options

Weighted
Average
Exercise Price

Non-vested options at December 31, 2017

270,840

$
0.15

Granted

—

—

Vested

—

—

Forfeited

—

—

Non-vested options at March 31, 2018

270,840

$
0.15

Options Outstanding

Options Exercisable

Range of Exercise Price

Number Outstanding

Remaining Average Contractual Life (In Years)

Weighted Average Exercise Price

Number Exercisable

Weighted Average Exercise Price

0.04-.40

3,135,000

3.04

$
0.20

2,864,160

$
0.20

Totals

3,135,000

3.04

$
0.20

2,864,160

$
0.20

~~A summary of the Company’s warrant activity as of March 31, 2018 and changes during the three month period then ended is presented below:~~

Three months ended
March 31, 2018

Weighted Average Exercise

Warrants

Price

Warrants outstanding at December 31, 2017

990,162

$
0.24

Granted

—

—

Exercised

—

—

Expired

(168,750
)

$
(0.35
)
Warrants outstanding at March 31, 2018

821,412

$
0.17

Warrants Outstanding

Range of Exercise Price

Number Outstanding

Remaining Average Contractual Life (In Years)

Weighted Average
Exercise Price

$0.05 - $0.50

821,412

2.04

$
0.17

Totals

821,412

2.04

$
0.17

~~14.~~

~~Related Party Transactions~~

On March 28, 2002 the Company executed a binding agreement with one of its principal stockholders, who is also the Chairman of the Board and an Executive officer, to fund up to $6.1 million. Under the terms of the agreement, the Company can draw amounts as needed to fund operations. Amounts drawn bear interest at the BBA LIBOR Daily Floating Rate plus 1.4 percentage points (3.616% per annum at March 31, 2018), payable monthly and were to become due and payable on December 31, 2005 or upon a change in control of the Company or the consummation of any other financing over $7.0 million. Beginning in March 2006 and through February 2012, the maturity date for the agreement was extended annually from December 31, 2007 to the agreements current maturity date of December 31, 2018. On May 9, 2018 he extended the maturity rate to December 31, 2019. If we are unable to meet our obligation to our Chairman and Chief Executive Officer prior to maturity, he has advised us that he may forgive all, or substantially all, of this obligation.

~~PURADYN FILTER TECHNOLOGIES INCORPORATED~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~
~~(UNAUDITED)~~

During the three months ended March 31, 2018 we borrowed an additional $200,000 from him and repaid $0. As of March 31, 2018 and December 31, 2017 we owed him $8,163,349 and $7,963,349 which represented approximately 77% and 78% of our total liabilities, respectively.

In November 2017, the Company received an additional loan in the amount of $25,000 from a former member of the Board of Directors and a significant stockholder. The loan bears interest at a rate of 5% per annum and is due December 31, 2018.

During the three months ended March 31, 2018 and 2017, the Company incurred interest expense of $74,365 and $65,083, respectively, on its loan from the Chairman of the Board, which is included in interest expense in the accompanying statements of operations as well as interest expense of $308 and $442, respectively for the three months ended March 31, 2018 and 2017 related to the loan from one if its other Board members. These amounts, in addition to interest expense of $30 and $20 for the three months ended March 31, 2018 and 2017, respectively, related to capital lease obligations, financing and loans from a stockholder.

On October 20, 2009, the Company entered into a consulting agreement with Boxwood Associates, Inc., whereby the Company pays $2,000 monthly for management and strategic development services performed. The contract remains in effect until terminated by either party providing 30 days written notice. During each of three months ended March 31, 2018 and 2017 we paid Boxwood Associates, Inc. $6,000 under this agreement. A former member of our board of directors and a significant stockholder is President of Boxwood Associates, Inc.

~~15.~~

~~Major Customers~~

There are concentrations of credit risk with respect to accounts receivables due to the amounts owed by two customers at March 31, 2018 whose balances each represented approximately 60% and 10%, for a total of 70% of the total accounts receivables. Comparatively, there are concentrations of credit risk with respect to accounts receivables due to the amounts owed There were two customers at December 31, 2017 whose balances each represented approximately 53%, and 30%, for a total of 83% of total accounts receivables. During the months ended March 31, 2018 sales from two customers represented 43% and 17% for a total of 60% of sales. During the months ended March 31, 2017 sales from four customers represented 17%, 12%, 12% and 10% for a total of 51% of sales. The loss of business from one or a combination of the Company’s significant customers, or an unexpected deterioration in their financial condition, could adversely affect the Company’s operations.

~~16.~~

~~Subsequent Events~~

~~On May 9, 2018 the Company’s Chairman and CEO extended the maturity date on his loans to December 31, 2019.~~2021.

On April 12, 2018 the Board of Directors approved the adoption of a 2018 Equity Compensation Plan. The Company has reserved ~~10,000,000~~20,000,000 shares of our common stock for grants under this plan. Effective April 30, 2018 our Chairman and CEO voluntarily cancelled the grant on April 12, 2018 of options awarded him to purchase an aggregate of 1,400,000 shares of the common stock of Puradyn Filter Technologies Incorporated at an exercise price of $0.0208 per share.

The 2018 Plan provides for the granting of both incentive and non-qualified stock options to key personnel, including officers, directors, consultants and advisors to the Company, at the discretion of the Board of Directors. Each plan limits the exercise price of the options at no less than the quoted market price of the common stock on the date of grant. The option term is determined by the Board of the Directors, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an ~~Incentive Option~~incentive option granted to an eligible employee owning more than 10% of the Company’s common stock, no more than five years after the date of the grant. Generally, under both plans, options to employees vest over three years at 33.33% per annum unless the Board of Directors ~~designate~~designates a different vesting schedule.

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

On March 28, 2019, the Company filed a definitive information statement on Schedule 14C with the Securities and Exchange Commission to notify our common shareholders that effective March 27, 2019, the holders of 35,713,727 shares of our common stock, representing 51.7% of the outstanding shares of our common stock, executed a written consent in lieu of a special meeting of shareholders ratifying the adoption of our 2018 Equity Compensation Plan, as amended.

A summary of the Company’s stock option plans as of March 31, 2019, and changes during the three-month period then ended is presented below:


	Three Months Ended March 31, 2019
	Number of Options		Weighted Average Exercise Price
Options outstanding at December 31, 2018		11,785,000	$	0.05
Options granted		—		—
Options exercised		—		—
Options forfeited		—		—
Options expired		—		—
Options at end of period		11,785,000	$	0.05
Options exercisable at March 31, 2019		2,190,000	$	0.19

Changes in the Company’s non-vested options for the three months ended March 31, 2019 are summarized as follows:


	Three Months Ended March 31, 2019
	Number of Options		Weighted Average Exercise Price
Nonvested options at December 31, 2018		9,595,000	$	0.02
Granted		—		—
Vested		—		—
Forfeited		—		—
Nonvested options at March 31, 2019		9,595,000	$	0.02


	Options Outstanding						Options Exercisable
Range of Exercise Price	Number Outstanding		Remaining Average Contractual Life (In Years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$0.017- $0.30		11,785,000		8,06		$0.05		2,190,000		$0.19
Totals		11,785,000		8.06		$0.05		2,190,000		$0.19

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

A summary of the Company’s warrant activity as of March 31, 2019 and changes during the three-month period then ended is presented below:


	Three months ended March 31, 2019
	Warrants		Weighted Average Exercise Price
Warrants outstanding at December 31, 2018		773,336	$	0.16
Granted		—		—
Expired		—		—
Warrants outstanding and exercisable at March 31, 2019		773,336	$	0.16


	Warrants Outstanding and Exercisable
Range of Exercise Price	Number Outstanding		Remaining Average Contractual Life (In Years)		Weighted Average Exercise Price
$0.05 - $0.25		773,336		1.15	$	0.16
Totals		773,336		1.15	$	0.16

13.

Related Party Transactions

On March 28, 2002 the Company executed a binding agreement with one of its principal stockholders, who is also the Executive Chairman of the Board, to fund up to $6.1 million. Under the terms of the agreement, the Company can draw amounts as needed to fund operations. Amounts drawn bear interest at the BBA LIBOR Daily Floating Rate plus 1.4 percentage points (4.01% and 3.678% per annum at March 31, 2019 and 2018, respectively), payable monthly and were to become due and payable on December 31, 2005 or upon a change in control of the Company or the consummation of any other financing over $7.0 million. Beginning in March 2006, annually, through February 2012, the maturity date for the agreement was extended annually from December 31, 2007, to December 31, 2018. On May 9, 2018 he extended the maturity rate to December 31, 2019.

On March 25, 2019 we entered into a note exchange agreement with our Executive Chairman pursuant to which he exchanged $7,989,622 of principal and $395,510 of accrued interest which would have been due on December 31, 2019 under an unsecured loan for a secured promissory note in the principal amount of $8,385,132. The secured note, which matures on December 31, 2021, and bears interest at 4% per annum, payable monthly, is secured by a first position security interest in our assets. (Refer to Note 10).

From January 1, 2019 through March 31, 2019, the Company received additional loans in the amount of $275,000 from the Company’s Executive Chairman, as advances for working capital needs. The loans bear interest at the BBA Libor Daily Floating Rate plus 1.4 points. As of March 31, 2019, the total balance due was $600,000.

In January 7, 2019, the Company received an additional loan in the amount of $25,000 from a stockholder and former member of the Board of Directors. The loan bears interest at a rate of 5% per annum and is due January 7, 2020.

On October 20, 2009, the Company entered into a consulting agreement with Boxwood Associates, Inc., whereby the Company pays $2,000 monthly for management and strategic development services performed. The contract remains in effect until terminated by either party providing 30 days written notice. During the three month periods ended March 31, 2019 and 2018, we paid Boxwood Associates, Inc. $6,000 and $6,000, respectively, under this agreement. A former member of our Board of Directors is President of Boxwood Associates, Inc.

PURADYN FILTER TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

14.

Major Customers

There are concentrations of credit risk with respect to accounts receivables due to the amounts owed by two customers at March 31, 2019 whose balances each represented approximately 69% and 15%, for a total of 84% of total accounts receivables. Comparatively, there are concentrations of credit risk with respect to accounts receivables due to the amounts owed by two customers at December 31, 2018 whose balances each represented approximately 53%, and 30%, for a total of 83% of total accounts receivables. Sales to two customers for the three months ended March 31, 2019 were 56% and 25% for total of 81% of sales. During the three months ended March 31, 2018 sales from three customers represented 46%, 16%, and 10% for a total of 72% of sales. The loss of business from one or a combination of the Company’s significant customers, or an unexpected deterioration in their financial condition, could adversely affect the Company’s operations.

15.

Subsequent Events

Subsequent to March 31, 2019, the Company received additional loans in the amount of $200,000 from the Company’s Executive Chairman, as advances for working capital needs. The loans bear interest at the BBA Libor Daily Floating Rate plus 1.4 points.

ITEM 2.

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

~~You should read the~~The following discussion ~~together~~of our unaudited condensed financial condition and results of operations for the three months ended March 31, 2019 and 2018 should be read in conjunction with the unaudited condensed financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on April 10, 2018 (the “2018 10-K”), and our subsequent filings with the SEC. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All information in this section for the three months ended March 31, 2019 and 2018 is unaudited and derived from the unaudited condensed financial statements appearing elsewhere in this report; unless otherwise noted, all information for the year ended December 31, 2018 is derived from our audited financial statements ~~and~~appearing in the related notes appearing elsewhere in this report. In addition to historical financial information, this discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Actual results could differ from these expectations as a result of factors including those described under “Cautionary Statement Regarding Forward-Looking Information” and Item 1A, “Risk Factors,” and elsewhere in this Annual Report on Form2018 10-K.

~~Overview~~

~~Sales of~~OVERVIEW

Our company

We design, manufacture, market and distribute worldwide the ~~Company’s products, the Puradyn~~^®Puradyn® bypass oil filtration system for use with substantially all internal combustion engines and ~~replaceable~~hydraulic equipment that use lubricating oil. Working in conjunction with the equipment’s primary oil filter, thePuradynsystem cleans oil by providing a second circuit of oil filtration and treatment to continually remove solid and liquid contaminants from the oil through a sophisticated and unique filtration and absorption process. ThePuradynsystem consists of a base filtration unit or housing that is connected via hoses or steel tubing to the engine or hydraulic system, along with filter elements ~~depend principally upon end user demand~~that reside inside the filtration unit and are replaced periodically to maintain top performance. We believe that our filter is unique in that it incorporates an additive package to replenish depleted base additive levels in engine lubricating oil. BecausePuradyn-filtered lubricating oil is kept in a continually clean state and within engine manufacturers’ specification, our system has been used effectively to safely and significantly extend oil-drain intervals and to extend the time between engine overhauls.

Our core product, the patentedPuradynbypass oil filtration system, is offered in two primary applications, MTS engine systems and custom-engineered MTS hydraulic systems, which can be attached to almost any engine or hydraulic application. AllPuradynsystems are compatible with virtually all standard and synthetic oils on the market, and they work with engines using gasoline, diesel, propane or natural gas. We are also the sole manufacturer and provider ofPuradynreplacement filter elements for ~~such products. Developing market acceptance~~thePuradynsystem. Our products are marketed to numerous industries that include hydraulic applications, and other users of engines or equipment that utilize up to 50 weight oil for the Company’s existing and proposed products requires substantial marketing and sales efforts and the expenditure of a significant amount of funds to inform customers of the perceived benefits and cost advantages of its products. We continue to market our product and its benefits through direct contact efforts with our distributors, direct customers, and original equipment manufacturers.

lubrication. We focus our sales strategy on individual sales and distribution efforts as well as on the development of a global distribution network that will not only sell, but also install and support our product. DistributionNow (DNOW) joined the Puradyn distributor network ~~earlier~~ in 2016 and became exclusive distributor for the oil and gas industry in September 2017. With 300 locations worldwide, DNOW provides the potential to reach to new markets and customers which we would otherwise not be able to effectively reach, and consistently support our product on a global basis.

MNI Diesel, LLC (MNI) joined the Puradyn distributor network in 2012, and in August 2018, they became the exclusive distributor of Puradyn products to the commercial marine industry for the Ohio and Mississippi River Valleys and the U.S. Gulf Coast of Texas, Louisiana, Mississippi and Alabama. In addition to the DNOW network and MNI, we currently have approximately 45 distributors and dealers and manufacturer representatives that sell and/or service thePuradynsystem in the U.S. and internationally.

~~While we believe that~~ Today our products are found around the ~~initial rollout of the product through the DNOW distribution channel has been extremely encouraging and these opportunities have led to new orders and evaluations~~world in ~~2017, there are no assurances we will be able to increase sales in 2018 or that sales to DNOW will meet the targeted revenue goals described elsewhere in this report.~~

Our marketing efforts target industries and potential customers open to innovative methods to protect their high-value engine assets, to reduce oil maintenance costs, to reduce engine overhaul costs, and to reduce engine downtime. We believe that these businesses are searching for new and progressive ways to better maintain their equipment, including bypass oil filtration. While this is a long-term and ongoing process, we believe we have achieved a degree of product acceptance based on the expansion of existing relationships we have with Nabors Industries, Inc., DNOW, and other end-users and distributors.

~~Net sales increased as~~ a number of ~~customers are now resuming production after having been negatively impacted since 2015 by the volatility in oil prices. We have found the price of oil not only affects our customers in the~~industries, including oil and gas, industry but all ancillary industries these customers serve. The renewed activity in targeted market segments we began to see in 2016 continued throughout 2017. The price of NYMEX (WTI) crude oil has steadily increased from the mid-30s range in 2016 to the mid-$60s range per barrel through the first fiscal quarter of 2018. We believe that a continuedpower generation, construction and steady rise in oil prices will reflect positively on our product sales. Based on industry intelligence from oil field services firm Baker Hughes as published online weekly on its website, U.S. rig count increased 31% from March 2017 through March 2018. If this trend continues, it is expected to better support product replacement filter sales in 2018 as rigs continue to return to service. Additionally, some international customers may be impacted by currency volatility relative to the US dollar, political climate,forestry, commercial marine, mining, and ~~general economic, business, and competitive conditions.~~transportation.

First quarter of 2019 business highlights


	·	Revenues in the quarter were negatively impacted by decisions from a few customers to delay orders of new systems beginning in early November 2018 and continuing through the first quarter, due to the market uncertainty driven by a precipitous drop and slow rebound in oil prices and equity shares overall during that period,

	·	The delay of one single customer’s order of new systems, which would have fulfilled the second half of their order that began in the fourth quarter of 2018, represents almost the entire difference in sales between this quarter and the same period in 2018.

	·	Filter sales were lower compared to the first quarter of 2018 due to two customers who were replenishing filter inventories with large orders in early 2018 and rig count declines that began in the fourth quarter of 2018 and are not expected to rebound until later in the second quarter of this year.

	·	Despite the lower than expected sales recognized this quarter, we believe we continue to make progress in engaging many more prospective customers across the pressure pumping and midstream categories within oil and gas, and we believe the stabilization of the oil and gas industry in the second quarter will result in more trials and eventual roll-outs.

Key strategies:

During the balance of 2019 we will continue to focus our sales and marketing efforts on:


	·	Further adoption of Puradyn in the pressure pumping and midstream/pipeline segments of the oil and gas industry;

	·	Increased marketing focus on the commercial marine segment, with focus on geographies not currently covered by MNI; and

	·	Further expansion in key international markets through new and existing distributors.

In addition, from an operating standpoint we are placing additional emphasis on:


	·	Managing materials costs and preparing for any impacts from new tariffs;

	·	Restructuring our distributor network and pricing levels; and

	·	Optimizing operating capacity and efficiency.

Outlook

We attribute the decrease in sales in the first quarter of 2019 compared to the three months then ended in 2018 to a few customers delaying orders due to the rapid decline of market certainty, especially in the oil and gas segment, that began in December 2018 and continued through the first quarter. Nevertheless, we continue to engage more prospective customers than we have had traditionally. Evaluations continue to increase, however these can run between 3 and 12 months. Our focus on the pressure pumping and midstream segments, both of which we believe may provide double the opportunity of our existing land rig business, will be supported by expanded marketing efforts through our DNOW relationship and the sharing of positive results by early adopters, such as Legend Energy Services who proceeded to make Puradyn standard on their entire fleet of pressure pumping engines within a few months of beginning testing in 2018. We believe our efforts to drive further growth in the commercial marine segment will be led by MNI Diesel, who is our exclusive distributor along the U.S. Gulf Coast and up through the Mississippi and Ohio River valleys. MNI has installed hundreds of Puradyn systems and has witnessed their performance first hand, which makes them a very credible advocate. MNI’s customers have experienced oil life extensions of more than 5 times, saving an average of $7,000 annually per vessel.

The applicability of Puradyn bypass filtration to a wide range of industrial engine uses and hydraulic systems is becoming clearer, and people responsible for the maintenance and cost mitigation of this machinery are increasingly interested in the proven results of our systems.

RESULTS OF OPERATIONS

The following table provides certain selected financial information for the periods presented:


	Three Months Ended March 31,
	2019			2018			% change
	(unaudited)

Net sales	$	482,993		$	885,740			-45	%
Gross profit	$	152,492		$	381,298			-60	%
Total operating costs		430,634			343,338			25	%
Income (loss) from operations	$	(278,142	)	$	37,960			-833	%
Total other expense, net		(88,998	)		(74,703	)		19	%
Net loss	$	(367,140	)	$	(36,743	)		899	%
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)		900	%

Gross profit

Our gross profit margins for the first quarter of 2019 decreased from 43% in the first quarter of 2018 to 32% in the first quarter of 2019. The decrease in our gross profit margins in the first quarter of 2019 is attributable to reduced facility utilization due to decreased sales which was partial offset by a decrease in the reserve for slow moving inventory of $40,537 during the three months ended March 31, 2019 compared to $0 for the three months ended March 31, 2018 We have been advised by several of our suppliers that prices for various raw materials are being increased as a result of the loss of some of their primary suppliers and higher prices with their secondary suppliers and the unknown impact of recently enacted tariffs by the current administration. However, we are exploring and implementing measures to help mitigate the impact on our costs. We notified our customers of pricing increases effective October 1, 2018 which varied by product, and we will continue to review cost of materials increases and adopt further pricing action in the future as warranted.

Total operating costs

Our total operating costs which include salaries and wages and selling and administrative expenses increased during the three months ended March 31, 2019 and 2018 due to primarily to the hiring of our new CEO in May 2018. The additional expense was offset by the decision not fill a position vacated voluntarily and the impact of two employees who are now being paid only from deferred compensation. The increases in selling and administrative expenses during the first quarter of 2019 from the comparable period in 2018 is also attributable to increases in non-cash expenses associated with stock compensation to employees and our decision to restart targeted advertising. We anticipate that our selling and administration expenses will increase slightly throughout 2019, inclusive of communication costs, office supplies, and other components of administrative expenses.

Total other expense, net

Total other expense, net ~~sales~~represents interest we pay to related parties on amounts advanced to us for working capital.

LIQUIDITY AND CAPITAL RESOURCES

We had cash on hand of $175,303 and a working capital deficit of $1,648,300 at March 31, 2019 as compared to cash on hand of $112,769 and a working capital deficit $1,603,639 at December 31, 2018. Our current ratio (current assets to current liabilities) was .46 to 1 at March 31, 2019 as compared to .45 to 1 at December 31, 2018. The increase in negative working capital is primarily attributable to a decrease in accounts receivable and an increases in accounts payable and operating lease liabilities which were offset by decreases in accrued liabilities and deferred compensation and increase in inventory. We do not ~~generate sufficient gross margins to pay our operating expenses.~~ currently have any commitments for capital expenditures.

Historically, we have been materially reliant on working capital advances from our Executive Chairman ~~and Chief Executive Officer toaddress~~to address our liquidity and working capital issues through the utilization of the borrowing agreement with him. ~~During 2017~~On March 25, 2019 we ~~borrowed~~entered into a note exchange agreement with our Executive Chairman pursuant to which he exchanged $7,989,622 of principal and $395,510 of accrued interest which was due on December 31, 2019 under an ~~additional net~~unsecured loan for a secured promissory note in the principal amount of $875,000 from him, and at December 31, 2017 we owed him approximately $8 million, net of a debt conversion in the fourth quarter of 2016. He has also advanced us an additional $200,000 during the three months ended March 31, 2018.$8,385,132. The ~~loan,~~note, which ~~is unsecured,~~ matures on December 31, ~~2018. On May 9, 2018 he extended the maturity rate to December 31, 2019. We do not have the funds to satisfy these obligations. While he has continued to fund~~2021, bears interest at 4% per annum, payable monthly, and is secured by a first position security interest in our ~~working capital needs and extend the due date of the obligation, he is under no contractual obligation to do so. During 2017 he advised us he does not expect to continue to provide~~assets. In addition, we owe him $600,000 for other working capital advances ~~to us at historic amounts. If we~~which are ~~unable to meet our obligation to Mr. Vittoria prior to maturity, he has advised us that he may forgive all, or substantially all, of this obligation. However, he is under no obligation to do so.~~due on demand.

We also owe certain of our employees ~~$1,574,952~~$1,502,823 and ~~$1,626,003,~~$1,564,253, respectively, in deferred cash compensation at March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, which represents ~~15%~~49% and ~~16%~~54%, respectively, of our current liabilities on that date. ~~Since 2005, Messrs. Sandler~~These current and ~~Kroger, two of our executive officers, and one other employee have deferred~~former employees agreed to defer a portion of ~~the~~their compensation ~~due them~~ to assist us in managing our cash flow and working capital needs. As there is no written agreement with these current and former employees which memorializes the terms of salary deferral, only an election to do so, it is possible ~~the employees~~these individuals could demand payment in full at any time or elect to no longer defer their salaries, or reduce the amount they currently defer. We do not have sufficient funds to satisfy these obligations.

Our net sales are not sufficient to pay our operating expenses. Our capital requirements depend on a number of factors, including our ability to internally grow our revenues, manage our business and control our expenses. We do not have any external sources of liquidity at this time, and our discussions over the past few years with third parties for potential investments have not been successful. We historically have encountered resistance from potential investors on a variety of fronts, including our operating losses, ~~declining revenues~~ and ~~as a result of~~ the amount of debt due ~~Mr. Vittoria. In an effort~~ to ~~improve~~our Executive Chairman. He is not obligated to lend us any additional funds and the amounts we owe him, which are secured by our assets, mature in December 2021. He has advised us that he does not expect to continue to provide working capital advances to the Company at historic levels. Given our history of losses and debt levels, we face a number of challenges in our ability to raise capital, on November 11, 2016 he converted $6,100,000 of principal and interest due him into 20,333,333 shares of our common stock at a conversion price of $0.30 per share. We were initially hopeful that his conversion of approximately 46% owed him into shares of our common stock at a price which was effectively 10 times the recent market price of our common stock would have provided new paths in our efforts to raise working capital upon terms acceptable to our company. To date, such has not been the case although we have continued to discuss financing options with a number of sources.capital. If we ~~are unable to~~do not significantly increase our net sales or ifraise funds as needed, our ability to provide for current working capital needs, pay our obligations as they become due, grow our company, and continue our existing business and operations is in jeopardy. In this event, we ~~are not~~would no longer be able ~~to borrow or raise additional investment capital, we may have to further modify our business plan, reduce or discontinue some of our operations or seek a buyer for part of our assets~~ to continue as a going concern through 2018. There can be no assurance we will be able to raise additional capital or that sales will increase to the level required to break even or generate profitable operations to provide positive cash flow from operations. In the event we are unable to secure needed capital, we would be unable to continue our operations and ~~it is likely that stockholders~~you could lose ~~their entire~~all of your investment in our company.

Summary cash flows


	Three Months Ended March 31,
	2019			2018
	(unaudited)			(unaudited)

Net cash (used) by operating activities	$	(229,331	)	$	(271,757	)
Net cash (used) by investing activities	$	(8,135	)	$	(20,192	)
Net cash provided by financing activities	$	300,000		$	237,511

During the first three months of 2019 net cash used by our operating activities was principally related to increases in inventory, which were offset by reduced accounts receivable, prepaid expenses and an increase in accounts payable. The increases in inventory and accounts payable were a result of the Company’s expected increase in sales and timing of receiving raw materials. During the first three months of 2018, cash used by operating activities was primarily used to fund our net loss together with increases in accounts receivable and inventories and decreases in sales incentives and deferred compensation were partially offset by an increase in accounts payable.

During the first three months of 2019 and 2018, net cash used by investing activities represented capitalized patent costs and purchases of equipment.

During the first three months of 2019 and 2018, net cash provided by financing activities represented loans from related parties, net of capital lease payments.

Going ~~Concern~~concern

Our unaudited condensed financial statements have been prepared on the basis that we will operate as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred net losses ~~each year~~ since inception and have relied on loans from related parties to fund our operations. The Company does not have sufficient revenues and income to fund the operations. These recurring operating losses, liabilities exceeding assets and the reliance on cash inflows from our principal stockholder, as set forth above, have led our independent registered public accounting firm Liggett & Webb, P.A. to include a statement in its audit report relating to our audited financial statements for the years ended December 31, ~~2017~~2018 and ~~2016~~2017 expressing substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities when they become due and to continue to generate profitable operations in the future. ~~There are no assurances that we will have sufficient funds to execute our business plan, pay our obligations as they become due or generate positive operating results.~~

Critical ~~Accounting Policies~~accounting policies and ~~Estimates~~estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 1 to our unaudited condensed financial statements appearing elsewhere in this report.

Recent ~~Accounting Pronouncements~~accounting pronouncements

Information concerning recently issued accounting pronouncements is set forth in Note 1 of our ~~Notes~~notes to ~~Financial Statements~~our unaudited condensed financial statements appearing elsewhere in this report.

~~Results of Operations~~

~~Net Sales.~~ Net sales increased 29% during the three months ended March 31, 2018 compared to March 31, 2017. Domestic sales represented 80% and 83% of net revenues during the three months ended March 31, 2018 and 2017, respectively, and during the three months ended March 31, 2018 and 2017 international sales represented 20 % and 17%, respectively, of the Company’s net sales. The increase in sales is mainly attributable to orders for filters from a large customer and the reversal of a previous sales credit of $99,128 recorded for a distributor. While the agreement has accelerated multiple discussions with prospective customers and incremental sales are expected to continue, as of March 31, 2018 management determined it would not be possible for the distributor to achieve it sales goals by June 30, 2018. Since the distributor would not be able to earn these credits the Company is no longer accruing any amounts under this agreement. As of March 31, 2018 the Company recognized $99,128 of amounts previously offset, into revenue in the current period.

~~Cost of Products Sold.~~Gross profit, as a percentage of sales, increased from 35% for three months ended March 31, 2017 to 57% for three months ended March 31, 2018. The increase in gross profit was attributable to the reversal of a sales credits of $91,044 of previous sales credits recorded to DNOW.

We continue to review cost of materials increases, some of which were passed through to our customers as product price increases in 2018. With the exception of our exclusivity with DNOW which defines a set level of pricing through December 2018, price increases can be passed on to our distributors and customers with timely notice.

~~Total Operating Costs.~~ Total operating costs decreased during the three months ended March 31, 2018 compare to three months ended March 31, 2017. During the three months ended March 31, 2018 compared to the three months ended March 31, 2017 salaries and wages, as a percentage of sales, were 28% and 31%, respectively as a result of staffing reductions. Management does not anticipate any material changes in salaries and wages at the current level of sales and anticipates only nominal hiring would be required to support increased sales to OEM and niche industry targets.

~~Selling and Administrative Expenses~~. Selling and administrative expenses decreased by approximately 5% during the three months ended March 31, 2018 compared to the three months ended March 31, 2017 which are attributable to reduction in expenses associated with stock compensation to employees, reduced professional fees, and reduced rent, which were partial offset by increased travel. We anticipate that our selling and administration expenses will remain at the same level in 2018 as 2017. Other Expenses represents various expenses including communication costs, office supplies and other components of administrative expenses.

~~Interest Expense~~ Interest expense increased 17% in during the three months ended March 31, 2018 compared to the three months ended March 31, 2017 as a result of increased borrowings in 2018. The Company pays interest monthly on the notes payable to our principal stockholder at prime rate less 0.5%, with rates reset as often as the Federal Reserve changes interest rates, which was a weighted average of 3.678% for the first quarter of 2018 as compared to an 3.616% for the first quarter of 2017.

~~Liquidity and Capital Resources~~

At March 31, 2018, we had negative working capital of $1,344,604 and our current ratio (current assets to current liabilities) was .41 to 1. As of December 31, 2017, we had cash of $54,438. and a negative working capital of $9,470,970 and our current ratio (current assets to current liabilities) was .08 to 1. The decrease in negative working capital is primarily attributable to our chairman extending the maturity date of his loans to December 31, 2019, increases in inventory and accounts receivable and decreases in deferred compensation and sales incentives which were offset by decrease in cash and increase in accounts payable. We do not currently have any commitments for capital expenditures.

~~Operating activities~~

Net cash used in operating activities was $271,757 for the three months ended March 31, 2018 compare to $141,059 for the three months ended March 31, 2017. In both periods, we principally used cash to fund our net losses. Other period to period changes included increases in inventory and accounts receivable and decrease in deferred compensation which was offset by increases in accounts payable.

~~Investing activities~~

Net cash used in investing activities during three months ended March 31, 2018 compared to three months ended March 31, 2017 was $20,192 compared to $2,575, respectively the majority of the investing activity related to capitalized patent costs.

~~Financing activities~~

Net cash provided by financing activities was $237,511 for three months ended March 31, 2018 which was composed of $200,000 in loans from our stockholders as well as an increase in cash overdrafts of $38,499 which was partially offset by payment of $938 as compared to net cash provided by financing activities was $149,061 for the three months ended March 31, 2017, which was composed of $200,000 in loans from our stockholders as described above, repayment of loan from a member of the Board of Directors, totaling $50,000 and $939 in payments of capital lease obligations.

Off ~~Balance Sheet Arrangements~~balance sheet arrangements

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for a smaller reporting company.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, which includes our CEO and our ~~Vice President who serves as our~~ principal financial and accounting officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, ~~2018~~2019 (the "Evaluation Date"). Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this report, our CEO and our ~~Vice President who also serves as our~~ principal financial and accounting officer have concluded that our disclosure controls and procedures were effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our ~~Vice President who serves as our~~ principal financial and accounting officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None.

ITEM 1A.

RISK FACTORS.

~~Risk~~In addition to the other information set forth in this report, you should carefully consider the risk factors ~~describing~~discussed in Part I, Item 1A in our 2018 10-K and our subsequent filings with the ~~major risks to~~SEC, which could materially affect our business, can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2017. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.financial condition or future results.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None, except as previously reported.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURE.

Not Applicable.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.


~~10.1~~		~~Puradyn Filter Technologies Incorporated 2018 Equity Compensation Plan(1)~~
~~10.2~~		Standby Commitment Agreement Amendment No. 20 dated May 9, 2018*
~~31.1~~		Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer *
~~31.2~~		Rule 13a-14(a)/15d-14(a) certificate of principal financial officer *
~~32.1~~		Section 1350 certification of Chief Executive Officer *
~~32.2~~		Section 1350 certification of principal financial officer *
~~101.INS~~		XBRL Instance Document *
~~101.SCH~~		XBRL Taxonomy Extension Schema Document *
~~101.CAL~~		XBRL Taxonomy Extension Calculation Linkbase Document *
~~101.DEF~~		XBRL Taxonomy Extension Definition Linkbase Document *
~~101.LAB~~		XBRL Taxonomy Extension Label Linkbase Document *
~~101.PRE~~		XBRL Taxonomy Extension Presentation Linkbase Document *

~~———————~~

~~filed herewith.~~

~~(1)~~

~~Incorporated by reference to exhibit to the Current Report on Form 8-K filed April 12, 2018.~~


		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith

3.1	Amended and Restated Certificate of Incorporation dated July 24, 1996	10-SB	7/30/96	3.1
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation dated December 13, 1996	8-K	1/9/97	3.(I)
3.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation dated February 3, 1998	8-K/A	2/12/98	3.1
3.4	Certificate of Amendment to Amended and Restated Certificate of Incorporation dated March 5, 2009	8-K	3/16/09	3.4
3.5	Certificate of Amendment to the Certificate of Incorporation dated July 7, 2011	10-Q	8/15/11	3.4
3.6	Bylaws	10-SB	7/30/96	3.2
10.3	Promissory Note Forgiveness Agreement dated January 9, 2019	10-K	3/26/19	10.26
10.4	Note Exchange Agreement dated March 25, 2019 by and between Puradyn Filter Technologies Incorporated and Joseph V. Vittoria	10-K	3/26/19	10.27
10.5	Senior Secured Promissory Note dated March 25, 2019 to Joseph V. Vittoria	10-K	3/26/19	10.28
10.6	Security Agreement dated March 25, 2019	10-K	3/26/19	10.29
10.7	Amendment No. 1 to the 2018 Equity Compensation Plan	10-K	3/26/19	10.30
31.1	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer				Filed
31.2	Rule 13a-14(a)/15d-14(a) certification of principal financial and accounting officer				Filed
32.1	Section 1350 certification of Chief Executive Officer and principal financial and accounting officer				Filed
101.INS	XBRL Instance Document				Filed
101.SCH	XBRL Taxonomy Extension Schema Document				Filed
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed

SIGNATURES

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


	PURADYN FILTER TECHNOLOGIES INCORPORATED


Date: May 15, ~~2018~~2019	By:	/s/ ~~Joseph V.~~Edward S. Vittoria
		~~Joseph V.~~Edward S. Vittoria, ~~Chairman and~~ Chief Executive Officer, principal executive officer

Date: May 15, ~~2018~~2019	By:	/s/ ~~Alan J. Sandler~~Martin Scott
		~~Alan J. Sandler, Secretary to the Board,~~ ~~Vice President and~~CFO Consultant, principal financial ~~officer~~ and ~~principal~~ accounting officer


	March 31, 2018			December 31, 2017
Notes payable to stockholders	$	8,188,349		$	7,988,349
Capital lease obligation		2,505			3,443
		8,190,854			7,991,792
Less: current maturities		(27,505	)		(7,991,792	)
Long-term maturities	$	8,163,349		$	—


	Three Months Ended March 31, 2018
	Number of Options			Weighted Average Exercise Price
Options outstanding at December 31, 2017		3,180,000		$	0.20
Options granted		—			—
Options exercised		—			—
Options cancelled		—			—
Options expired		(45,000	)		0.26
Options at end of period		3,135,000		$	0.20
Options exercisable at March 31, 2018		2,864,160		$	0.20


	Three months ended March 31, 2018
	Weighted Average Exercise
	Warrants			Price
Warrants outstanding at December 31, 2017		990,162		$	0.24
Granted		—			—
Exercised		—			—
Expired		(168,750	)	$	(0.35	)
Warrants outstanding at March 31, 2018		821,412		$	0.17


	Warrants Outstanding
Range of Exercise Price	Number Outstanding		Remaining Average Contractual Life (In Years)		Weighted Average Exercise Price
$0.05 - $0.50		821,412		2.04	$	0.17
Totals		821,412		2.04	$	0.17