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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~61,044,698~~67,353,690 shares of common stock, par value $0.01, as of ~~May 12,~~August 10, 2020.


							Three Months ended June 30					Six Months ended June 30
	Three Months ended March 31						2020		2019			2020			2019
	2020			2019
Revenues
Licenses, royalties and fees	$	164,600		$	190,500		$	107,100	$	192,000		$	271,700		$	382,500
Product and other sales		355,700			218,900			520,200		324,100			875,900			543,000
		520,300			409,400			627,300		516,100			1,147,600			925,500

Cost of revenues
Licenses, royalties and fees		49,700			25,200			58,600		31,600			108,300			56,800
Product and other sales		201,600			90,300			247,200		123,400			448,800			213,700
		251,300			115,500			305,800		155,000			557,100			270,500
Gross profit		269,000			293,900			321,500		361,100			590,500			655,000

Operating expenses
Research and development		41,100			38,000			41,900		39,400			83,000			77,400
Sales and marketing		84,000			68,900			86,000		74,300			170,000			143,200
General and administrative		139,700			94,100			120,000		86,900			259,700			181,000
		264,800			201,000			247,900		200,600			512,700			401,600
Net income from operations		4,200			92,900			73,600		160,500			77,800			253,400

Other income (expenses)
Interest income		3,800			1,100			4,300		1,500			8,100			2,600
Interest expense and bank charges		(2,500	)		(2,700	)
Interest expense, bank charges and accretion of interest							(2,100	)	(2,700	)		(4,600	)		(5,400	)
		1,300			(1,600	)		2,200		(1,200	)		3,500			(2,800	)
Net income before income taxes		5,500			91,300			75,800		159,300			81,300			250,600
Income taxes		(47,100	)		5,900			5,000		10,400			(42,100	)		16,300
Net income	$	52,600		$	85,400		$	70,800	$	148,900		$	123,400		$	234,300

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

Weighted average common shares outstanding
Basic	��	61,044,698			58,616,716			61,044,698		58,616,716			61,044,698			58,616,716
Diluted		61,530,910			59,001,489			61,605,985		58,973,280			61,577,129			58,988,005


		March 31			December 31				June 30			December 31
		2020			2019				2020			2019
		(unaudited)			(audited)				(unaudited)			(audited)
*Assets*	*Assets*							*Assets*
Current assets
Cash		$	1,205,400		$	688,000			$	1,052,700		$	688,000
Accounts receivable less $5,000 allowance for doubtful accounts			894,700			1,352,300				1,141,500			1,352,300
Inventory			187,300			127,900				277,500			127,900
Prepaid and other			92,100			135,000				95,100			135,000
Total current assets			2,379,500			2,303,200				2,566,800			2,303,200

Fixed assets
Leasehold improvements			27,800			24,200				27,800			24,200
Furniture, fixtures and equipment			256,400			252,500				279,400			252,500
			284,200			276,700				307,200			276,700
Less: accumulated depreciation and amortization			211,000			206,600				215,200			206,600
			73,200			70,100				92,000			70,100
Other assets
Long-term receivables			861,300			957,000
Long-term receivable									766,000			957,000
Operating lease right of use – building			191,800			202,000				181,500			202,000
			1,053,100			1,159,000				947,500			1,159,000
Total assets		$	3,505,800		$	3,532,300			$	3,606,300		$	3,532,300

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

Current liabilities
Convertible debentures		$	97,900		$	97,900			$	97,900		$	97,900
Accounts payable			19,100			44,300				87,800			44,300
Accrued expenses			241,700			231,600				214,800			231,600
Income taxes			52,700			52,400				57,600			52,400
Operating lease liability – current			42,400			41,700
Operating lease liability, current									43,100			41,700
Total current liabilities			453,800			467,900				501,200			467,900

Other liabilities
Accrued expenses, non-current			60,300			67,000				53,600			67,000
Deferred income taxes			–			47,400				–			47,400
Operating lease liability – non-current			149,400			160,300
			209,700			274,700
Operating lease liability, non-current									138,400			160,300
										192,000			274,700
Stockholders' equity
Common stock, $0.01 par value
Authorized – 75,000,000 shares
Issued and outstanding – 61,044,698 shares			610,400			610,400				610,400			610,400
Paid-in capital			12,483,900			12,483,900				12,483,900			12,483,900
Accumulated deficit			(10,252,000	)		(10,304,600	)			(10,181,200	)		(10,304,600	)
Total stockholders' equity			2,842,300			2,789,700				2,913,100			2,789,700
Total liabilities and stockholders' equity		$	3,505,800		$	3,532,300			$	3,606,300		$	3,532,300


			Three Months ended March 31										Six Months ended June 30
			2020					2019					2020				2019
Operating Activities	Operating Activities
Net income	Net income		$		52,600			$		85,400			$	123,400			$	234,300
Adjustments to reconcile net income to net cash provided by operating activities	Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization				4,400					1,400					9,100				2,300
Deferred income taxes				(47,400		)			(54,400		)			(47,400	)			(54,400	)
Other assets				105,900					(134,300		)			211,500				(27,800	)
Other liabilities				(16,900		)			224,600					(33,900	)			208,300
				98,600					122,700					262,700				362,700

(Increase) decrease in assets
Accounts receivable				457,600					(63,800		)			210,800				(258,800	)
Inventory				(59,400		)			(12,600		)			(149,600	)			(31,400	)
Prepaid and other				42,900					6,900					39,900				(9,600	)
Increase (decrease) in liabilities
Accounts payable and accrued expenses				(15,100		)			29,700					26,700				65,100
Income taxes				300					60,300
Taxes on income													5,200				(22,300	)
				426,300					20,500					133,000				(257,000	)
Net cash provided by operating activities				524,900					143,200					395,700				105,700

Investment Activities
Additions to fixed assets				(7,500		)			–					(31,000	)			–
Net cash used in investing activities				(7,500		)			–					(31,000	)			–

Increase in cash				517,400					143,200					364,700				105,700
Cash at beginning of year				688,000					400,800					688,000				400,800
Cash at end of period		$		1,205,400			$		544,000				$	1,052,700			$	506,500

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Supplemental Disclosure of Non Cash Investing and Financing Activities
Accumulated depreciation and amortization												$	500			$	–
Furniture, fixtures and equipment												$	(500	)		$	–
Operating lease right of use – building		$		–			$		241,100				$	–			$	241,100
Operating lease liability		$		–			$		(241,100		)		$	–			$	(241,100	)

For the Periods December 31, 2019 through ~~March 31,~~June 30, 2020 and December 31, 2018 through ~~March 31,~~June 30, 2019


	Common stock				Paid-in		Accumulated					Common stock						Paid-in			Accumulated
	Shares		Amount		Capital		Deficit			Total		Shares			Amount			Capital			Deficit				Total
Balance – December 31, 2019		61,044,698	$	610,400	$	12,483,900	$	(10,304,600	)	$	2,789,700		61,044,698		$	610,400		$	12,483,900		$	(10,304,600	)		$	2,789,700

Net income								52,600			52,600											52,600				52,600
Balance – March 31, 2020		61,044,698	$	610,400	$	12,483,900	$	(10,252,000	)	$	2,842,300		61,044,698			610,400			12,483,900			(10,252,000	)			2,842,300

Net income																					70,800				70,800
Balance – June 30, 2020												61,044,698		$	610,400		$	12,483,900		$	(10,181,200	)		$	2,913,100


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

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

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

The accompanying unaudited condensed financial statements have been prepared by Nocopi Technologies, Inc. (our “Company”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in the summary of Accounting Policies included in our Company's 2019 Annual Report on Form 10-K. Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although our Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the 2019 Annual Report on Form10-K should be read in conjunction with the accompanying interim financial statements. The interim operating results for the three months and six months ended ~~March 31,~~June 30, 2020 may not be necessarily indicative of the operating results expected for the full year.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States. On March 19, 2020 the Governor of Pennsylvania declared a health emergency and issued an order to close all nonessential businesses until further notice. The mandated closure of ~~these~~ nonessential businesses in Pennsylvania remains in effect as of the current date and is expected to continue for the foreseeable future in the portion of the state in which we conduct our business operations. While certain businesses in Pennsylvania have been granted permission to resume operations, they may be subject to significant restrictions on their operations by both state and local government mandates. Our operations are deemed to be essential and thus we remain open. However, disruptions to our business operations due to COVID-19 with a resultant impact on our results of operations could continue to occur as a result of quarantines of employees and suppliers in areas affected by the outbreak, availability of raw materials required to manufacture our products, disruption of supply chains that provide our raw materials, price increases of raw materials and supplies used in our production processes, facility closures of domestic and international customers who purchase and use our products, and travel and logistics restrictions affecting our inbound and outbound shipments in connection with the COVID-19 outbreak. While we expect this global COVID-19 pandemic to continue to negatively impact our results of operations, cash flow and financial position, the related financial impact cannot be reasonably estimated at this time.

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

Our Company follows FASB ASC 718,Compensation – Stock Compensation, and uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. At ~~March 31,~~June 30, 2020, our Company did not have an active stock option plan. There was no unrecognized portion of expense related to stock option grants at ~~March 31,~~June 30, 2020.

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

At ~~March 31,~~June 30, 2020, our Company had convertible debentures totaling $97,900 outstanding, which are due during the third quarter of 2020. The convertible debentures bear interest at 7%. At the option of the lender, the debentures and accrued interest are convertible in whole or part into common stock of our Company at $0.025 per share. During the third quarter of ~~2019, our Company’s Board of Directors approved and the~~2020, holders of all $97,900 ~~of $128,300~~ of convertible debentures ~~then outstanding agreed~~elected to ~~extend~~convert the ~~maturity dates~~debentures plus approximately $46,000 of ~~those convertible debentures for one year to the third quarter~~accrued interest into 5,758,992 shares of ~~2020 with no change in the terms or conditions~~common stock of ~~the debentures.~~

Our Company also granted warrants in the third quarter of 2013 and 2014 to purchase a total of 691,365 shares of our Company’s common stock at $0.02 per share to the holders of the debentures. The warrants are currently exercisable ~~two years after issuance~~ and expire ~~seven years after issuance.~~at various dates in the third quarter of 2020 and the third quarter of 2021. The fair value of the warrants was determined using the Black-Scholes pricing model. The relative fair value of the warrants was recorded as a discount to the notes payable with an offsetting credit to additional paid-in capital since our Company determined that the warrants were an equity instrument in accordance with FASB ASC 815. The debt discount related to the warrant issuances has been accreted through interest expense over the term of the notes payable. During the third quarter of 2020, holders of 550,000 warrants exercised their options to purchase a total of 550,000 shares of our Company’s common stock.

The following table summarizes our Company’s warrant position at ~~March 31,~~June 30, 2020 and December 31, 2019:


					Weighted Average							Weighted Average
	Number		Exercise		Exercise		Number			Exercise		Exercise
	of Shares		Price		Price		of Shares			Price		Price
Outstanding warrants -
December 31, 2019		691,365	$	0.02	$	0.02		691,365		$0.02		$0.02

Outstanding warrants -
March 31, 2020		691,365	$	0.02	$	0.02
June 30, 2020							691,365		$0.02		$0.02

Weighted average remaining
contractual life (years)		.58						.33

Exercisable warrants -
March 31, 2020		691,365	$	0.02	$	0.02
Currently exercisable warrants -
June 30, 2020							691,365		$0.02		$0.02

The aggregate intrinsic value of warrants outstanding and exercisable as of ~~March 31,~~June 30, 2020 was approximately ~~$36,300.~~$69,100. The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of ~~$0.0725~~$0.12 for ~~our~~the Company’s common stock on ~~March 31,~~June 30, 2020.

Other income (expenses) for the three months and six months ended ~~March 31,~~June 30, 2020 and ~~March 31,~~ 2019 includes interest on convertible debentures held by seven investors.

There is no provision for federal income taxes for the three and six months ended ~~March 31,~~June 30, 2020 and ~~March 31,~~ 2019 due to the availability of net operating loss carryforwards. Our Company has established a valuation allowance for the entire amount of benefits resulting from our Company’s net operating loss carryforwards because our Company has determined that the realization of the net deferred tax asset is not assured.

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


	Three months ended
	March 31,						Three Months ended June 30				Six Months ended June 30
	2020			2019			2020		2019		2020			2019
Current state taxes	$	300		$	60,300		$	5,000	$	10,400	$	5,300		$	70,700
Deferred state taxes		(47,400	)		(54,400	)		–		–		(47,400	)		(54,400	)
	$	(47,100	)	$	5,900		$	5,000	$	10,400	$	(42,100	)	$	16,300

During the first quarter of 2020, our Company reversed $47,400 of accrued Pennsylvania income taxes that are not payable.

There was no change in unrecognized tax benefits during the period ended ~~March 31,~~June 30, 2020 and there was no accrual for uncertain tax positions as of ~~March 31,~~June 30, 2020.

Tax years from 2016 through 2019 remain subject to examination by U.S. federal and state jurisdictions.

In accordance with FASB ASC 260,Earnings per Share, basic earnings per common share is computed using net earnings divided by the weighted average number of common shares outstanding for the periods presented. The computation of diluted earnings per common share involves the assumption that outstanding common shares are increased by shares issuable upon exercise of those warrants for which the market price exceeds the exercise price. The number of shares issuable upon the exercise of such warrants is decreased by shares that could have been purchased by our Company with related proceeds. For the three and six months ended ~~March 31,~~June 30, 2020, the number of incremental common shares resulting from the assumed conversion of warrants was 561,287 and ~~March 31,~~532,431, respectively. For the three and six months ended June 30, 2019, the number of incremental common shares resulting from the assumed conversion of warrants was ~~486,212~~356,564 and ~~384,773,~~371,289, respectively.

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


	Three Months ended March 31						Three Months ended June 30						Six Months ended June 30
	2020			2019			2020			2019			2020			2019
Customer A		43	%		34	%		72	%		36	%		59	%		35	%
Customer B		21	%		12	%		8	%		10	%		14	%		11	%
Customer C		19	%		30	%		8	%		24	%		13	%		27	%

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

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


	Three Months ended March 31				Three Months ended June 30				Six Months ended June 30
	2020		2019		2020		2019		2020		2019
North America	$	183,400	$	216,600	$	107,000	$	225,800	$	290,400	$	442,400
South America		1,400		–		–		–		1,400		–
Europe					–		100		–		100
Asia		335,500		192,800		505,100		290,200		840,600		483,000
Australia					15,200		–		15,200		–
	$	520,300	$	409,400	$	627,300	$	516,100	$	1,147,600	$	925,500

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

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

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

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

Total lease expense under operating leases for ~~each of~~ the three ~~month periods~~and six months ended ~~March 31,~~June 30, 2020 was $13,400 and ~~March 31,~~$26,700, respectively. Total lease expense under operating leases for the three and six months ended June 30, 2019 was ~~$13,300.~~$13,400 and $26,700, respectively.

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

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

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

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

The following discussion and analysis should be read in conjunction with our ~~Condensed~~condensed financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management. This information should also be read in conjunction with our audited historical financial statements which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission on March 30, 2020, as amended on April 29, 2020.

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

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

To serve our customers while also providing for the safety of our employees and service providers, we have adapted various steps to protect our employees. Any employee who is uncomfortable coming into our facilities may choose not to come in. We have a large enough facility to enable all of our employees to social distance and we follow Centers for Disease Control and Prevention (CDC) guidelines. Our production employees work with chemicals and they have always used masks, respirators, etc., even before COVID-19. As a result, we continue to maintain the same level of productivity and effectiveness as prior to the COVID-19 pandemic.

The impact of COVID-19 on ~~the Company had little impact on the~~our Company’s financial results during the second quarter and first ~~quarter~~six months of 2020 resulted primarily from a significant increase in the price of raw materials used in certain of our Company’s products caused by shortages of these ingredients as ~~the majority~~a result of the ~~operational adjustments were made late in~~COVID-19 pandemic along with a mix of our Company’s products purchased by our licensees’ third party printers toward certain products with formulations that require ingredients whose prices have increased as a result of COVID-19. We expect these higher raw material prices to negatively affect subsequent quarters until the ~~period.~~shortages are alleviated. We expect the ~~subsequent~~third quarter to see ~~further~~a similar impact from COVID-19 and the various operational adjustments we made. The full extent of the impact to ~~the~~our Company due to the impact of the COVID-19 pandemic for our ~~second~~fourth quarter and beyond cannot be currently determined. The extent to which the COVID-19 pandemic may impact our future financial and operational performance will be dependent on many factors that we may not be able to predict because they continue to change and evolve depending on both national and local circumstances among them government restrictions affecting our employees, customers and suppliers, changes in our revenues due to lower customer demand as a result of the pandemic and a potential inability to obtain raw materials due to lower availability. We continue to monitor the impact of COVID-19 on our business but we cannot accurately predict the extent to which it will adversely affect our future results of operations, financial condition or cash flows.

To date, we have not suffered a drop off in customer orders and total earned royalties in the entertainment and toy products market as a result of COVID-19, but we ~~have recently experienced~~continue to experience a negative impact on revenues in our smaller anti-counterfeiting and anti-diversion products market due to closures of certain printing facilities that utilize these technologies and anticipate that these closures may continue for a period of time. We continue to retain revenues at historical levels in the entertainment and toy products market through the current date despite the downturns in the overall economy. While the products of our licensees in the larger entertainment and toy products market are sold by both large and smaller retailers, some of whom remain open, and are also available for purchase online, we believe that revenues may not continue to be achieved at levels experienced to the current date due to the negative economic conditions that are expected to continue over the balance of the year and beyond as a result of COVID-19. A slowdown in overall consumer spending may affect the sales of products marketed by our licensees. Our major licensees in the entertainment and toy products market are large, well-known businesses in this market with whom we believe our long-term relationship will not be adversely affected by the current COVID-19 pandemic.

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

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

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

Revenues for the ~~first~~second quarter of 2020 were ~~$520,300~~$627,300 compared to ~~$409,400~~$516,100 in the ~~first~~second quarter of 2019, an increase of ~~$110,900,~~$111,200, or approximately ~~27%~~22%. Licenses, royalties and fees decreased by ~~$25,900,~~$84,900, or approximately ~~14%~~44%, to $107,100 in the ~~first~~second quarter of 2020 ~~to $164,600~~ from ~~$190,500~~$192,000 in the ~~first~~second quarter of 2019. The decrease in licenses, royalties and fees is due primarily to lower guaranteed licensing revenue of approximately $100,000 in the ~~first~~second quarter of 2020 from one licensee in the entertainment and toy products market as a result of the adoption of ASU 214-09,Revenue from Contracts with Customers in the second quarter of 2018. ~~There~~We cannot assure you that the marketing and product development activities of our Company’s licensees or other businesses in the entertainment and toy products market will produce a significant increase in revenues for our Company, nor can the timing of any potential revenue increases be ~~no assurances~~predicted, particularly given the uncertain economic conditions being experienced worldwide as a result of the COVID-19 pandemic that is continuing to negatively impact all worldwide economies.

We cannot assure you that the marketing and product development activities of our Company’s licensees or other businesses in the entertainment and toy products market will produce a significant increase in revenues for our Company, nor can the timing of any potential revenue increases be predicted, particularly given the uncertain economic conditions being experienced worldwide as a result of the COVID-19 pandemic.

Product and other sales increased by $196,100, or approximately 61%, to $520,200 in the second quarter of 2020 from $324,100 in the second quarter of 2019. Sales of ink increased in the second quarter of 2020 compared to the second quarter of 2019 due primarily to higher ink shipments to the third party authorized printers used by two of our Company’s major licensees in the entertainment and toy products market. In the second quarter of 2020, our Company derived revenues of approximately $575,200 from our licensees and their authorized printers in the entertainment and toy products market compared to revenues of approximately $436,100 in the second quarter of 2019.

For the first six months of 2020, revenues were $1,147,600, representing an increase of $222,100, or approximately 24%, from revenues of $925,500 in the first six months of 2019. Licenses, royalties and fees decreased by $110,800, or approximately 29%, to $271,700 in the first six months of 2020 from $382,500 in the first six months of 2019. The decrease in licenses, royalties and fees is due primarily to lower guaranteed licensing revenue of approximately $200,000 in the first six months of 2020 from one licensee in the entertainment and toy products market as a result of the adoption of ASU 214-09, Revenue from Contracts with Customers in the second quarter of 2018. We cannot assure you that the marketing and product development activities of our Company’s licensees or other businesses in the entertainment and toy products market will produce a significant increase in revenues for our Company, nor can the timing of any potential revenue increases be predicted, particularly given the uncertain economic conditions being experienced worldwide as a result of the COVID-19 pandemic that is continuing to negatively impact all worldwide economies.

Product and other sales increased by ~~$136,800,~~$332,900, or approximately ~~62%~~61%, to ~~$218,900~~$875,900 in the first ~~quarter~~six months of 2020 from ~~$218,900~~$543,000 in the first ~~quarter~~six months of 2019. Sales of ink increased in the first ~~quarter~~six months of 2020 compared to the first ~~quarter~~six of 2019 due primarily to ~~lower~~higher ink shipments to the third party authorized printers used by two of our Company’s major licensees in the entertainment and toy products market offset in part by lower ink shipments to our Company’s licensees in the retail receipt and document fraud market. ~~In the first quarter of 2020, our~~Our Company derived revenues of approximately ~~$453,500~~$1,028,700 from ~~our Company’s~~ licensees and their authorized printers in the entertainment and toy products market in the first six months of 2020 compared to revenues of approximately ~~$335,900~~$772,000 in the first ~~quarter~~six months of 2019.

Our Company’s gross profit decreased to ~~$269,000, or approximately 52% of gross revenues,~~$321,500 in the ~~first~~second quarter of 2020, ~~from $293,900,~~ or approximately ~~72%~~51% of ~~gross~~ revenues, from $361,100 in the ~~first~~second quarter of ~~2019.~~2019, or approximately 70% of revenues. Licenses, royalties and fees have historically carried a higher gross profit than product and other sales. Such other sales ~~which~~ generally consist of ~~either~~ supplies or other manufactured products which incorporate our Company’s technologies or equipment used to support the application of its technologies. These items (except for inks which are manufactured by our Company) are generally purchased from third-party vendors and resold to the end-user or licensee and carry a lower gross profit than licenses, royalties and fees. The lower gross profit in the second quarter of 2020 compared to the second quarter of 2019 results primarily from lower licenses, royalties and fees due to the adoption of Topic 606 in the second quarter of 2018 offset in part by higher gross revenues from product and other sales in the second quarter of 2020 compared to the second quarter of 2019.

For the first six months of 2020, gross profit was $590,500, or approximately 51% of revenues, compared to $655,000, or approximately 71% of revenues, in the first six months of 2019. The lower gross profit in the first six months of 2020 compared to the first six months of 2019 results primarily from lower licenses, royalties and fees due to the adoption of Topic 606 in the second quarter of 2018 offset in part by higher gross revenues from product and other sales in the first six months of 2020 compared to the first six months of 2019.

As the variable component of cost of revenues related to licenses, royalties and fees is a low percentage of these revenues and the fixed component is not substantial, period to period changes in revenues from licenses, royalties and fees can significantly affect both the gross profit from ~~these sources~~licenses, royalties and fees as well as ~~our Company’s~~ overall gross profit. The gross profit from licenses, royalties and fees decreased to approximately ~~70%~~45% in the second quarter of 2020 compared to approximately 84% in the second quarter of 2019 and to approximately 60% of revenues from licenses, royalties and fees in the first ~~quarter~~six months of 2020 from approximately ~~87%~~85% in the first ~~quarter~~six months of 2019.

The gross profit, ~~of product and other sales,~~ expressed as a percentage of revenues, of product and other sales is dependent on both the overall sales volumes of product and other sales and on the mix of the specific goods produced and/or sold. Primarily due to higher raw material expenses along with expenses related to a staffing addition and additional depreciation expense in the first quarter of 2020 compared to the first quarter of 2019, there was a lowerThe gross profit from product and other sales ofdecreased to approximately ~~43%~~52% of revenues in the ~~first~~second quarter of 2020 compared to aapproximately 62% of revenues in the second quarter of 2019. For the first six months of 2020, the gross profit, expressed as a percentage of revenues, decreased to approximately ~~59%~~49% of revenues from product and other sales compared to approximately 61% of revenues from product and other sales in the first ~~quarter~~six months of 2019. The decrease in both the second quarter and first six months of 2020 compared to the second quarter and first six months of 2019 is due to: a) a significant increase in the cost of raw materials utilized by the Company in the manufacture of certain of its products as a result of price increases related to the impact of the ongoing COVID-19 pandemic on the availability and supply of these raw materials in the second quarter and first six months of 2020 compared to the second quarter and first six months of 2019; b) an unfavorable mix of products sold whereby the increases in purchases of the Company’s products by the licensed printers of its licensees in the entertainment and toy products market in the second quarter and first six months of 2020 compared to the second quarter and first six months of 2019 were of products manufactured by the Company whose raw material prices were most affected by shortages created by the COVID-19 pandemic and c) increased production salaries related to a staffing addition, higher duties and equipment depreciation in the second quarter and first six months of 2020 compared to the second quarter and first six months of 2019.

Research and development expenses of ~~$41,100~~$41,900 and $83,000 in the second quarter and first ~~quarter~~six months of 2020, respectively, were comparable to ~~$38,000~~$39,400 and $77,400 in the second quarter and first ~~quarter~~six months of ~~2019.~~2019, respectively.

Sales and marketing expenses increased to ~~$84,000~~$86,000 in the ~~first~~second quarter of 2020 from ~~$68,900~~$74,300 in the second quarter of 2019 and to $170,000 in the first ~~quarter~~six months of ~~2019~~2020 from $143,200 in the first six months of 2019. This increase is due primarily to higher commission expense on the higher level of ~~revenues~~sales in the second quarter and first ~~quarter~~six months of 2020 compared to the second quarter and first ~~quarter~~six months of 2019.

General and administrative expenses increased in the ~~first~~second quarter of 2020 to ~~$139,700 compared~~$120,000 from $86,900 in the second quarter of 2019. In the first six months of 2020, general and administrative expenses increased to ~~$94,100~~$259,700 from $181,000 in the first six months of 2019. The increase in the second quarter of 2020 compared to the second quarter of 2019 is due primarily to higher public relations and salary ~~expense~~expenses in the ~~first~~second quarter of 2020 compared to the second quarter of 2019. The increase in the first ~~quarter~~six months of 2020 compared to the first six months of 2019 is due primarily to higher public relations and salary expenses in the first six months of 2020 compared to the first six months of 2019.

Other income (expenses) in the second quarter and first ~~quarter~~six months of 2020 and 2019 included interest on convertible debentures held by seven investors.

Income taxes in the second quarter and first ~~quarter~~six months of 2020 and 2019 result from limitations placed on income tax net operating loss deductions by the Commonwealth of Pennsylvania. In the first quarter of 2020, our Company reversed $47,400 of accrued Pennsylvania income taxes that are not ~~payable~~payable.

The lower net income of ~~$52,600~~$70,800 in the ~~first~~second quarter of 2020 compared to ~~$85,400~~net income $148,900 in the ~~first~~second quarter of 2019 resulted primarily from a lower gross profit on a lower level of licenses, royalties and fees, higher cost of revenues and higher operating expenses in the ~~first~~second quarter of 2020 compared to the second quarter of 2019. The lower net income of $123,400 in the first ~~quarter~~six months of 2020 compared to net income of $234,300 in the first six months of 2019 resulted primarily from a lower gross profit on a lower level of licenses, royalties and fees, higher cost of revenues and higher operating expenses in the first six months of 2020 compared to the first six months of 2019 offset in part by the reversal of income ~~taxes.~~taxes in the first quarter of 2020.

During the first ~~quarter~~six months of 2020, our Company’s cash increased to ~~$1,205,400~~$1,052,700 at ~~March 31,~~June 30, 2020 from $688,000 at December 31, 2019. During the first ~~quarter~~six months of 2020, our Company generated ~~$524,900~~$395,700 from its operating activities and used ~~$7,500~~$31,000 for capital expenditures.

During the first ~~quarter~~six months of 2020, our Company’s revenues increased approximately ~~27%~~24% primarily as a result of higher sales of ink to the authorized printers of our Company’s licensees in the entertainment and toy products market offset in part by lower royalty revenues from a licensee in the entertainment and toy products market.

~~Our~~Additionally, our total overhead expenses increased in the first ~~quarter of 2020 to $264,800 compared to $201,000 in the first quarter of 2019 and our Company’s income tax expense decreased in the first quarter~~six months of 2020 compared to the first ~~quarter~~six months of 2019 and our Company’s net interest expense decreased in the first six months of 2020 compared to the first six months of 2019. As a result of these factors, our Company generated net income of ~~$52,600~~$123,400 in the first ~~quarter~~six months of 2020 compared to ~~$85,400~~$234,300 in first ~~quarter~~six months of 2019. Our Company had positive operating cash flow of ~~$524,900~~$395,700 during the first ~~quarter~~six months of 2020. At ~~March 31,~~June 30, 2020, our Company had positive working capital of ~~$1,925,700~~$2,065,600 and stockholders’ equity of ~~$2,842,300.~~$2,913,100. For the full year of 2019, our Company had net income of $754,900 and had positive operating cash flow of $360,600. At December 31, 2019, our Company had positive working capital of ~~$1,853,300~~$1,835,300 and stockholders’ equity of $2,789,700.

Our Company has $97,900 of convertible debentures outstanding at June 30, 2020 that are due during the third quarter of 2020. As of the current date, holders of all $97,900 of the convertible debentures have elected to convert the debentures plus approximately $46,000 of accrued interest into 5,758,992 shares of common stock of our Company. These borrowings allowed our Company to remain in operation through late 2016 when our Company’s cash flow increased significantly.

~~Our~~In November 2018, our Company ~~has~~negotiated a $150,000 revolving line of credit (“Line of Credit”) with a bank ~~that provides~~to provide a source of working capital, if required. ~~At March 31, 2020, there were~~The Line of Credit is secured by all the assets of our Company and bears interest at the bank’s prime rate for a period of one year and its prime rate plus 1.5% thereafter. The Line of Credit is subject to an annual review and quiet period. There have been no ~~outstanding~~ borrowings under the ~~line~~Line of ~~credit.~~

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

needed. We continue to maintain a cost containment program including curtailment, where possible, of discretionary research and development and sales and marketing expenses.

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

Our Company maintains its presence in the retail loss prevention market and believes that revenue growth in this market can be achieved through increased security ink sales to its licensees in this market. We will continue to adjust our production and technical staff as necessary and, subject to available financial resources, invest in capital equipment needed to support potential growth in ink production requirements beyond our current capacity. Additionally, we will pursue opportunities to market our current technologies in specific security and non-security markets. ~~There can be no assurances~~We cannot assure you that these efforts will enable our Company to generate additional revenues and positive cash flow.

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

As previously stated, we generate a significant portion of our total revenues from licensees in the entertainment and toy products market. These licensees generally sell their products through retail outlets. In the future, such sales may be adversely affected by changes in consumer spending that may occur as a result of an uncertain economic environment throughout the balance of 2020 and beyond due to the COVID-19 virus and its effect on the global economy. As a result, our revenues, results of operations and liquidity may be negatively impacted.

As of ~~March 31,~~June 30, 2020, there were no material changes in our contractual obligations from those disclosed in our Annual Report on Form 10-K filed with the SEC on March 30, 2020, as amended on April 29, 2020, other than those appearing in the notes to the financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

As of ~~March 31,~~June 30, 2020, there were no recently adopted accounting standards that had a material effect on our Company’s financial statements.

As of ~~March 31,~~June 30, 2020, there are no recently issued accounting standards not yet adopted which would have a material effect on our Company’s financial statements.

Evaluation of Disclosure Controls and Procedures.Our Company’s management, with the participation of our Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of ~~March 31,~~June 30, 2020. Based on this evaluation, our Company’s Principal Executive Officer and Principal Financial Officer concluded that, as of ~~March 31,~~June 30, 2020, our Company’s disclosure controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by our Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our Company’s management, including our Company’s Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended ~~March 31,~~June 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The following risk ~~factor supplements~~factors supplement the Risk Factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2019, as amended, and should be read in conjunction therewith.

We expect the COVID-19 pandemic to continue to negatively impact our results of operations, cash flow and financial position.

The negative impact of COVID-19 on our Company’s financial results during the second quarter and first six months of 2020 resulted primarily from a significant increase in the price of raw materials used in certain of our Company’s products caused by shortages of these ingredients as a result of the COVID-19 pandemic along with a mix of our Company’s products purchased by our licensees’ third party printers toward certain products with formulations that require ingredients whose prices have increased as a result of COVID-19. We expect these higher raw material prices to negatively affect subsequent quarters until the shortages are alleviated. We expect the third quarter to see a similar impact from COVID-19 and the various operational adjustments we made.

Other disruptions to our business operations due to COVID-19 with a resultant impact on our results of operations are expected to continue to occur as a result of quarantines of employees and suppliers in areas affected by the outbreak, availability of raw materials required to manufacture our products, disruption of supply chains that provide our raw materials, price increases of raw materials and supplies used in our production processes, facility closures of domestic and international customers who purchase and use our products, and travel and logistics restrictions affecting our inbound and outbound shipments in connection with the COVID-19 outbreak. While we expect this global COVID-19 pandemic to continue to negatively impact our results of operations, cash flow and financial position, the related financial impact cannot be reasonably estimated at this time.

The extent to which the COVID-19 pandemic will ~~adversely~~negatively impact our ~~business, financial condition and~~ results of operations, cash flow and financial position is highly uncertain and cannot be ~~predicted.~~reasonably estimated at this time.

The COVID-19 pandemic has created significant worldwide uncertainty, volatility and economic disruption. The extent to which COVID-19 will ~~adversely~~negatively impact our ~~business, financial condition and~~ results of operations, cash flow and financial position is dependent upon numerous factors, many of which are highly uncertain, rapidly changing and uncontrollable. These factors include, but are not limited to: (i) the duration and scope of the pandemic; (ii) governmental, business and individual actions that have been and continue to be taken in response to the pandemic, including travel restrictions, quarantines, social distancing, work-from-home and shelter-in-place orders and shut-downs; (iii) the impact on U.S. and global economies and the timing and rate of economic recovery; (iv) potential adverse effects on the financial markets and access to capital; (v) potential goodwill or other impairment charges; and (vi) the ability of our licensees and other customers to sell products that utilize or incorporate our technology.

These persons were the only offerees in connection with these transactions. We relied on Section 4(a)(2), 4(a)(5) and Regulation D of the Securities Act since the transactions do not involve any public offering. No underwriters were utilized and no commissions or fees were paid with respect to any of the above transactions.

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


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


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


	PAGE
Part I. FINANCIAL INFORMATION

Item 1. Financial Statements	1

Statements of Operations for Three Months ~~ended March 31,~~and Six Months Ended June 30, 2020 and ~~March 31, 201~~June 30, 20199	1
Balance Sheets at ~~March 31,~~June 30, 2020 and December 31, 2019	2
Statements of Cash Flows for ~~Three~~Six Months ~~ended March 31,~~Ended June 30, 2020 and ~~March 31,~~June 30, 2019	3
Statements of Stockholders’ Equity for Three Months ~~ended March 31,~~and Six Months Ended June 30, 2020 and ~~March 31,~~June 30, 2019	4
Notes to Financial Statements	5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 4. Controls and Procedures	1415

Part II. OTHER INFORMATION

Item 1A. Risk Factors	1516

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	16

Item 6. Exhibits	1517

SIGNATURES	1618

EXHIBIT INDEX	1719


	Operating Leases
Year ending December 31
2020	$	38,900
2021		53,100
2022		54,600
2023		56,200
2024		18,900
Total lease payments		221,700
Less imputed interest		(29,900	)
Total	$	191,800


	Operating Leases
Year ending December 31
2020	$	26,000
2021		53,100
2022		54,600
2023		56,200
2024		18,900
Total lease payments		208,800
Less imputed interest		(27,300	)
Total	$	181,500


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


	·	The ongoing impact of the COVID-19 coronavirus pandemic on our business operations, revenues, employees, suppliers and customers
	·	Expected operating results, such as revenue growth and earnings
	·	Anticipated levels of capital expenditures for fiscal year 2020 and beyond
	·	Current or future volatility in market conditions
	·	Our belief that we have sufficient liquidity to fund our business operations during the next twelve months
	·	Strategy for customer retention, growth, product development, market position, financial results and reserves
	·	Strategy for risk management


	·	The extent to which the COVID-19 pandemic may impact our future financial and operational performance will be dependent on many factors that we may not be able to predict because they continue to change and evolve depending on both national and local circumstances among them government restrictions affecting our employees, customers and suppliers, changes in our revenues due to lower customer demand as a result of the pandemic and a potential inability to obtain raw materials due to lower availability. We continue to monitor the impact of COVID-19 on our business but we cannot accurately predict the extent to which it will adversely affect our future results of operations, financial condition or cash flows.
	·	The extent to which we are successful in gaining new long-term relationships with customers or retaining significant existing customers and the level of service failures that could lead customers to use competitors' services.
	·	Our ability to improve our current credit rating with our vendors and the impact on our raw materials and other costs and competitive position of doing so.
	·	The impact of losing our intellectual property protections or the loss in value of our intellectual property.
	·	Changes in customer demand.
	·	The adequacy of our cash flow and earnings and other conditions which may affect our ability to timely service our debt obligations.
	·	~~The occurrence of hostilities, political instability or catastrophic events.~~
	·	Such other factors as discussed throughout Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, and throughout Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2019 and this Quarterly Report on Form 10-Q.


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


Date		Security
July 2020		5,758,992 shares of common stock at $0.025 per share pursuant to the conversion of $97,900 of 7% convertible debentures plus approximately $46,000 of accrued interest.
July 2020		Common Stock – 550,000 shares of common stock at $0.02 per share pursuant to warrant exercises for total proceeds of $11,000.


	Exhibit ~~No.~~Number		Description ~~of Exhibit~~	Location
	1 0.1
~~31.1~~Form of Convertible Debenture Purchase Agreement and Exhibits		Incorporated by reference to the Company’s Annual Report on Form 10-K filed on September 11, 2015
	10.2		Form of Letter Agreement re: Convertible Debenture Purchase Agreement Election	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2019
	31.1		Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a), as adopted pursuant to ~~Rule 13a-14(a)~~Section 302 of the ~~Securities Exchange~~Sarbanes-Oxley Act of ~~1934, as amended, executed by the Principal Executive Officer of the Company.~~2002.	Filed herewith
	31.2		Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a), as adopted pursuant to ~~Rule 13a-14(a)~~Section 302 of the ~~Securities Exchange~~Sarbanes-Oxley Act of ~~1934, as amended, executed by the Principal Financial Officer of the Company.~~2002.	Filed herewith
	32.1		~~Certification~~Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002, executed by the Principal Executive Officer and the Principal Financial Officer of the Company.~~2002.	Filed herewith
	101		XBRL


		NOCOPI TECHNOLOGIES, INC.

DATE: ~~May~~August 14, 2020		/s/ Michael A. Feinstein, M.D.
		Michael A. Feinstein, M.D.
		Chairman of the Board, President & Chief Executive Officer

DATE: ~~May~~August 14, 2020		/s/ Rudolph A. Lutterschmidt
		Rudolph A. Lutterschmidt
		Vice President & Chief Financial Officer