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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-20333
 Nocopi Technologies, Inc.
  Maryland
    
    87-0406496State or other jurisdiction of incorporation or organization
    
    (I.R.S. Employer Identification No.)9C Portland Road, West Conshohocken, PA
    
    19428(Address of principal executive offices)
    
    (Zip Code)
 (610) 834-9600
  Title of each class
    
    Name of each exchange on which registeredNone
    
    Not Applicable
  Common Stock $.01 par value
 (Title of class)
 o Yes þ No
 o Yes þ No
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
 
 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
  DOCUMENTS INCORPORATED BY REFERENCE




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##### 



NOCOPI TECHNOLOGIES, INC.
TABLE OF CONTENTS
 Item No.
    
    Page No.Part I1. Business
    
    
    11A. Risk Factors
    
    
    81B. Unresolved Staff Comments
    
    
    82. Properties
    
    
    83. Legal Proceedings
    
    
    84. Removed and Reserved
    
    
    8Part II5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    96. Selected Financial Data
    
    
    97. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    107A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    168. Financial Statements and Supplementary Data
    
    
    169. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
    
    
    169A. Controls and Procedures
    
    
    169B. Other Information
    
    
    17Part III10. Directors, Executive Officers and Corporate Governance
    
    
    1711. Executive Compensation
    
    
    1912. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    2113. Certain Relationships and Related Transactions, and Director Independence
    
    
    2214. Principal Accounting Fees and Services
    
    
    23Part IV15. Exhibits, Financial Statement Schedules
    
    
    23Signatures
    
    
    24Exhibit 31.1Exhibit 31.2Exhibit 32.1




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PART I
 
 ITEM 1.
    
    BUSINESS
 Background
     1




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Entertainment and Toy Technologies and Products
   2




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Anti-Counterfeiting and Anti-Diversion Technologies and Products
   3




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Document Security Products
    4




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Year Ended December 31Product Type
    
    2010
    
    
    2009Entertainment and Toy Technologies and Products
    
    
    50
    %
    
    
    58
    %Anti-Counterfeiting and Anti-Diversion Technologies and Products
    
    
    47
    %
    
    
    37
    %Document Security Products
    
    
    3
    %
    
    
    5
    %
 Marketing
        5




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Major Customers
  Manufacturing
   Patents
     6




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Research and Development
   Competition
        7




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Contrast Technologies (formerly Euro-Nocopi, S.A.)
  Employees
  Financial Information about Foreign and Domestic Operations
  
 ITEM 1A.
    
    RISK FACTORS
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
  
 ITEM 3.
    
    LEGAL PROCEEDINGS
  
 ITEM 4.
    
    REMOVED AND REVISED
  8




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
  High Bid
    
    
    Low BidJanuary 1, 2009 to March 31, 2009
    
    $
    .15
    
    
    $
    .05April 1, 2009 to June 30, 2009
    
    $
    .09
    
    
    $
    .03July 1, 2009 to September 30, 2009
    
    $
    .20
    
    
    $
    .04October 1, 2009 to December 31, 2009
    
    $
    .16
    
    
    $
    .04January 1, 2010 to March 31, 2010
    
    $
    .10
    
    
    $
    .05April 1, 2010 to June 30, 2010
    
    $
    .09
    
    
    $
    .03July 1, 2010 to September 30, 2010
    
    $
    .07
    
    
    $
    .02October 1, 2010 to December 31, 2010
    
    $
    .07
    
    
    $
    .01January 1, 2011 to March 15, 2011
    
    $
    .11
    
    
    $
    .04
    Recent Sales of Unregistered Securities
   Issuer Repurchases of Equity Securities
  
 ITEM 6 SELECTED FINANCIAL DATA
   9




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Information
 This Form 10-K contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, regarding, among
other things, anticipated improvements in operations, the Companys plans, earnings, cash flow and
expense estimates, strategies and prospects, both business and financial. All statements other than
statements of current or historical fact contained in this report are forward-looking statements.
The words believe, expect, anticipate, should, plan, will, may, intend,
estimate, potential, continue and similar expressions, as they relate to the Company, are
intended to identify forward-looking statements.
   Results of Operations
      10




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11




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Plan of Operation, Liquidity and Capital Resources
   12




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.
      13




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Risk Factors
  Access to Capital.
 Line of Credit.
 Dependency on Major Customer.
 Possible Inability to Develop New Business
  14




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Inability to Obtain Raw Materials and Products for Resale.
 Uneven Pattern of Quarterly and Annual Operating Results
 Volatility of Stock Price
 Intellectual Property.
 Economic Conditions
  15




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Recently Adopted Accounting Pronouncements
   Recently Issued Accounting Pronouncements Not Yet Adopted
  Off-Balance Sheet Arrangements
  
 ITEM 7A.
    
    QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Internal Control over Financial Reporting
   16




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Changes in Internal Control over Financial Reporting
  
 ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Michael A. Feinstein, M.D
 William P. Curtis, Jr.,
  17




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Herman M. Gerwitz
 Richard Levitt
 Philip B. White
 Rudolph A. Lutterschmidt
  Corporate Governance
   18




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Audit Committee Financial Expert
  Code of Ethics
  Section 16(a) Beneficial Ownership Reporting Compliance
   
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  NonqualifiedName
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Nonequity
    
    
    deferredand
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    incentive plan
    
    
    compensation
    
    
    All otherprincipal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    awards
    
    
    awards
    
    
    compensation
    
    
    earnings
    
    
    compensation
    
    
    Totalposition
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)Michael A. Feinstein, M.D.Chairman, President and Chief Executive Officer
    
    
    2010
    
    
    
    85,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,0002009
    
    
    
    85,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,000
  19




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##### Table of Contents



(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)EquityIncomePlanNumber
    
    
    Number
    
    
    AwardsOf
    
    
    Of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    UnderlyingOptions
    
    
    Options
    
    
    Unexercised
    
    
    Option
    
    
    Option(#)
    
    
    (#)
    
    
    Options
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    (#)
    
    
    Price
    
    
    DateMichael A. Feinstein, M.D.
    
    
    100,000
    
    
    
    
    
    
    
    100,000
    
    
    $
    .215
    
    
    April 29, 2011Michael A. Feinstein, M.D.
    
    
    100,000
    
    
    
    
    
    
    
    100,000
    
    
    $
    .45
    
    
    April 29, 2013
   Director Compensation
  Feesearned
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Nonqualifiedor
    
    
    
    
    
    
    
    
    
    
    Nonequity
    
    
    deferredpaid in
    
    
    Stock
    
    
    Option
    
    
    incentive plan
    
    
    compensation
    
    
    All othercash
    
    
    awards
    
    
    awards
    
    
    compensation
    
    
    earnings
    
    
    compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)W. Ward Carey (1)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0William P. Curtis, Jr.
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Herman M. Gerwitz (2)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Richard Levitt (3)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Philip B. White (4)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
 (1)
    
    Mr. Carey resigned in November 2010.(2)
    
    Mr. Gerwitz held 200,000 exercisable stock options and 7,500 exercisable warrants at December 31, 2010.(3)
    
    Mr. Levitt held 200,000 exercisable stock options at December 31, 2010.(4)
    
    Mr. White held 100,000 exercisable stock options at December 31, 2010.  20




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ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  Common StockNumberOf SharesBeneficially
    
    
    Percentage ofOwned
    
    
    Class (1)Name of Beneficial Owner5% StockholdersPhilip N. Hudson
P.O. Box 160892 
San Antonio, TX 78280-3092 (2)
    
    
    4,000,000
    
    
    
    6.9
    %Westvaco Brand Security, Inc.
One High Ridge Park
Stamford, CT 06905 (3)
    
    
    3,917,030
    
    
    
    6.8
    %Ross. L Campbell
675 Lewis Lane
Ambler, PA 19002 (4)
    
    
    3,264,457
    
    
    
    5.6
    %Directors and OfficersMichael A Feinstein, M.D. (5)
    
    
    3,231,881
    
    
    
    5.5
    %William P. Curtis, Jr. (6)
    
    
    472,428
    
    
    
    *Herman M. Gerwitz (7)
    
    
    503,500
    
    
    
    *Richard Levitt (8)
    
    
    450,000
    
    
    
    *Philip B. White (9)
    
    
    371,745
    
    
    
    *All Executive Officers and Directors as a Group (6 individuals) (10)
    
    
    5,080,154
    
    
    
    8.8
    %
 *
    
    Less than 1.0%.(1)
    
    Where the Number of Shares Beneficially Owned (reported in the preceding column)
includes shares which may be purchased upon the exercise of outstanding stock options and
warrants which are or within sixty days will become exercisable (presently exercisable
options) the percentage of class reported in this column has been calculated assuming the
exercise of such presently exercisable options.(2)
    
    As reflected in a Schedule 13D dated August 11, 2008 filed on behalf of Philip N.
Hudson and subsequent open market purchases as reported to the Company by Mr. Hudson.(3)
    
    As reflected in a Schedule 13D dated March 14, 2001 filed on behalf of Westvaco Brand
Security, Inc.(4)
    
    As reflected in a Schedule 13D dated April 4, 2005 filed on behalf of Ross L. Campbell.(5)
    
    Includes 656,000 shares held by a pension plan of which Dr. Feinstein is a trustee,
100,000 shares held in an IRA and 200,000 presently exercisable stock options.(6)
    
    Includes, subject to Board of Directors approval, warrants to purchase 15,000 shares of
Common Stock.(7)
    
    Includes 50,000 shares held by a trust on behalf of a child of Mr. Gerwitz, 72,500
shares held by a child of Mr. Gerwitz, 6,000 shares held in an IRA, 200,000 presently
exercisable stock options and
presently exercisable warrants to purchase 7,500 shares of Common Stock.  21




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##### Table of Contents



(8)
    
    Includes 200,000 presently exercisable stock options.(9)
    
    Includes 100,000 presently exercisable stock options and 50,000 presently exercisable
stock options held by Mr. Whites wife.(10)
    
    Includes 800,000 presently exercisable stock options, presently exercisable warrants to
purchase 7,500 shares of Common Stock and, subject to Board of Directors approval, warrants
to purchase 15,000 shares of Common Stock.  Number of securitiesremaining available forWeighted-average
    
    
    future issuance underNumber of securities to
    
    
    exercise price of
    
    
    equity compensationbe issued upon exercise
    
    
    outstanding options,
    
    
    plans (excludingof outstanding options,
    
    
    warrants and rights
    
    
    securities reflected inPlan Category
    
    warrants and rights
    
    
    compensation plans
    
    
    column (a))(a)
    
    
    (b)
    
    
    (c)Equity Compensation
plans approved by
security holders
    
    
    300,000
    
    
    $
    .22
    
    
    
    -0-Equity Compensation
plans not approved by
security holders (1)
    
    
    645,000
    
    
    $
    .32
    
    
    
    -0-Warrants issued in connection with
short-term loans (2)
    
    
    97,500
    
    
    $
    .15
    
    
    
    -0-Total
    
    
    1,042,500
    
    
    $
    .28
    
    
    
    -0-
 (1)
    
    Registrants 1999 Stock Option Plan was adopted by the Registrants Board of Directors
in February 1999. The Plan provided for the grant of incentive or non-qualified options to
purchase up to 2,000,000 shares of common restricted stock of the Registrant to employees,
directors, consultants and advisors. The Plan was administered by the Board of Directors or
a committee of not less than two board members appointed by the board. The Plan terminated
in February 2009 on the tenth anniversary of its adoption.(2)
    
    Warrants issued in connection with the receipt of short term-notes totaling $57,000 in
2006 and $50,500 in 2010 were approved by the Board of Directors. In 2008, 10,000 warrants
were exercised. The warrants expire five years from the date of issuance. 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    22




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ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  Audit Committee Approval
  
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
   23




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SIGNATURES
  NOCOPI TECHNOLOGIES, INC.Date: March 31, 2011
    By:
    /s/ Michael A. Feinstein, M.D.Michael A. Feinstein, M.D.Title:
    Chairman of the Board, President and
 Chief
Executive Officer  Signature
    
    Title
    
    Date/s/ Michael A. Feinstein, M.D.
    
    Chairman of the Board, President and
    
    March 31, 2011Michael A. Feinstein, M.D.
    
    Chief Executive Officer
(Principal Executive Officer)/s/ Rudolph A. Lutterschmidt
    
    Vice President, Chief Financial Officer and
    
    March 31, 2011Rudolph A. Lutterschmidt
    
    Chief Accounting Officer
(Principal Financial and Accounting Officer)/s/ William P. Curtis, Jr.
    
    Director
    
    March 31, 2011William P. Curtis, Jr./s/ Herman M. Gerwitz
    
    Director
    
    March 31, 2011Herman M. Gerwitz/s/ Richard Levitt
    
    Director
    
    March 31, 2011Richard Levitt/s/ Philip B. White
    
    Director
    
    March 31, 2011Philip B. White
  24




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INDEX TO FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
    
    
    F-2Balance Sheets as of December 31, 2010 and 2009
    
    
    F-3Statements of Operations for the Years ended
December 31, 2010 and 2009
    
    
    F-4Statement of Stockholders Deficiency for
the Years ended December 31, 2010 and 2009
    
    
    F-5Statements of Cash Flows for the Years ended
December 31, 2010 and 2009
    
    
    F-6Notes to Financial Statements
    
    F-7 to F-15
  F-1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /s/ MORISON COGEN, LLPBala Cynwyd, PennsylvaniaMarch 31, 2011
  F-2




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Nocopi Technologies, Inc.
 
 Balance Sheets*
 December 312010
    
    
    2009AssetsCurrent assetsCash
    
    $
    10,600
    
    
    $
    37,200Accounts receivable less $5,000 allowance for doubtful
accounts
    
    
    171,100
    
    
    
    140,400Inventory
    
    
    34,800
    
    
    
    66,100Prepaid and other
    
    
    37,200
    
    
    
    35,200Total current assets
    
    
    253,700
    
    
    
    278,900Fixed assetsLeasehold improvements
    
    
    72,500
    
    
    
    72,500Furniture, fixtures and equipment
    
    
    184,500
    
    
    
    184,900257,000
    
    
    
    257,400Less: accumulated depreciation and amortization
    
    
    247,400
    
    
    
    242,2009,600
    
    
    
    15,200Total assets
    
    $
    263,300
    
    
    $
    294,100Liabilities and Stockholders DeficiencyCurrent liabilitiesLine of credit
    
    $
    93,800
    
    
    $
    100,000Demand loans
    
    
    50,500
    
    
    
    Accounts payable
    
    
    263,400
    
    
    
    268,400Accrued expenses
    
    
    142,500
    
    
    
    106,900Deferred revenue
    
    
    46,500
    
    
    
    13,900Total current liabilities
    
    
    596,700
    
    
    
    489,200Commitments and contingenciesStockholders deficiencySeries A preferred stock, $1.00 par valueAuthorized   300,000 sharesIssued and outstanding  noneCommon stock, $.01 par valueAuthorized   75,000,000 sharesIssued and outstanding2010   57,852,041 shares; 2009   54,972,296 shares
    
    
    578,500
    
    
    
    549,700Paid-in capital
    
    
    12,365,400
    
    
    
    12,287,400Accumulated deficit
    
    
    (13,277,300
    )
    
    
    (13,032,200
    )(333,400
    )
    
    
    (195,100
    )Total liabilities and stockholders deficiency
    
    $
    263,300
    
    
    $
    294,100
 *
    
    The accompanying notes are an integral part of these financial statements.
  F-3




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Nocopi Technologies, Inc.
 
 Statements of Operations*
 Years ended December 312010
    
    
    2009RevenuesLicenses, royalties and fees
    
    $
    373,700
    
    
    $
    377,900Product and other sales
    
    
    285,000
    
    
    
    290,200658,700
    
    
    
    668,100Cost of revenuesLicenses, royalties and fees
    
    
    67,500
    
    
    
    86,400Product and other sales
    
    
    208,000
    
    
    
    239,200275,500
    
    
    
    325,600Gross profit
    
    
    383,200
    
    
    
    342,500Operating expensesResearch and development
    
    
    132,300
    
    
    
    165,900Sales and marketing
    
    
    152,800
    
    
    
    259,200General and administrative
    
    
    332,500
    
    
    
    372,400617,600
    
    
    
    797,500Net loss from operations
    
    
    (234,400
    )
    
    
    (455,000
    )Other income (expenses)Reversal of accounts payable
    
    
    
    
    
    
    69,100Interest expense, bank charges and financing cost
    
    
    (10,700
    )
    
    
    (3,500
    )(10,700
    )
    
    
    65,600Net loss
    
    $
    (245,100
    )
    
    $
    (389,400
    )Basic and diluted net loss per common share
    
    $
    (.00
    )
    
    $
    (.01
    )Basic and diluted weighted average common shares
outstanding
    
    
    56,041,549
    
    
    
    53,124,118
 *
    
    The accompanying notes are an integral part of these financial statements.
  F-4




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Nocopi Technologies, Inc.
 
 Statement of Stockholders Deficiency*
For the Period January 1, 2009 through December 31, 2010
 Common stock
    
    
    Paid-in
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalance  January 1, 2009
    
    
    52,285,837
    
    
    $
    522,900
    
    
    $
    12,132,300
    
    
    $
    (12,642,800
    )
    
    $
    12,400Sales of common stock
    
    
    2,686,459
    
    
    
    26,800
    
    
    
    135,200
    
    
    
    
    
    
    
    162,000Stock option compensation
    
    
    
    
    
    
    
    
    
    
    19,900
    
    
    
    
    
    
    
    19,900Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (389,400
    )
    
    
    (389,400
    )Balance  December 31, 2009
    
    
    54,972,296
    
    
    
    549,700
    
    
    
    12,287,400
    
    
    
    (13,032,200
    )
    
    
    (195,100
    )Sales of common stock
    
    
    2,879,745
    
    
    
    28,800
    
    
    
    72,800
    
    
    
    
    
    
    
    101,600Stock option compensation
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    
    
    
    
    3,000Fair value of warrants issued to demand loan
holders
    
    
    
    
    
    
    
    
    
    
    2,200
    
    
    
    
    
    
    
    2,200Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (245,100
    )
    
    
    (245,100
    )Balance  December 31, 2010
    
    
    57,852,041
    
    
    $
    578,500
    
    
    $
    12,365,400
    
    
    $
    (13,277,300
    )
    
    $
    (333,400
    )
 *
    
    The accompanying notes are an integral part of these financial statements.
  F-5




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##### Table of Contents



Nocopi Technologies, Inc.
 
 Statements of Cash Flows*
 Years ended December 312010
    
    
    2009Operating ActivitiesNet loss
    
    $
    (245,100
    )
    
    $
    (389,400
    )Adjustments to reconcile net loss to cash
used in operating activitiesDepreciation and amortization
    
    
    7,900
    
    
    
    9,100Compensation expense  stock option grants
    
    
    3,000
    
    
    
    19,900Financing cost  warrant grants
    
    
    2,200
    
    
    
    Reversal of accounts payable
    
    
    
    
    
    
    (69,100
    )(232,000
    )
    
    
    (429,500
    )(Increase) decrease in assetsAccounts receivable
    
    
    (30,700
    )
    
    
    26,700Inventory
    
    
    31,300
    
    
    
    31,100Prepaid and other
    
    
    (2,000
    )
    
    
    700Increase in liabilitiesAccounts payable and accrued expenses
    
    
    30,600
    
    
    
    55,100Deferred revenue
    
    
    32,600
    
    
    
    3,90061,800
    
    
    
    117,500Net cash used in operating activities
    
    
    (170,200
    )
    
    
    (312,000
    )Investing ActivitiesAdditions to fixed assets
    
    
    (2,300
    )
    
    
    Net cash used in investing activities
    
    
    (2,300
    )
    
    
    Financing ActivitiesNet borrowings (repayments) under line of credit
    
    
    (6,200
    )
    
    
    100,000Proceeds from demand loans
    
    
    50,500
    
    
    
    Issuance of common stock
    
    
    101,600
    
    
    
    162,000Net cash provided by financing activities
    
    
    145,900
    
    
    
    262,000Decrease in cash
    
    
    (26,600
    )
    
    
    (50,000
    )CashBeginning of year
    
    
    37,200
    
    
    
    87,200End of year
    
    $
    10,600
    
    
    $
    37,200Supplemental Disclosure of Cash Flow InformationCash paid for interest
    
    $
    3,800
    
    
    $
    2,100Supplemental Disclosure of Non Cash Investing ActivitiesWrite-off of fully depreciated furniture, fixtures and equipmentFurniture, fixtures and equipment
    
    $
    2,700
    
    
    
    Accumulated depreciation
    
    $
    2,700
    
    
    
    
 *
    
    The accompanying notes are an integral part of these financial statements.
  F-6




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##### Table of Contents



NOCOPI TECHNOLOGIES, INC.
 
 NOTES TO FINANCIAL STATEMENTS
December 31, 2010 and 2009
 1.
    
    Organization of the Company
 Nocopi Technologies, Inc. (the Company) is organized under the laws of the State of Maryland.
Its main business activities are the development and distribution of document security products
and the licensing of its patented reactive ink technologies for the Entertainment and Toy and
the Document and Product Authentication markets in the United States and foreign countries. The
Company operates in one principal industry segment.
 2.
    
    Significant Accounting Policies
 Financial Statement Presentation Amounts included in the accompanying financial statements
have been rounded to the nearest hundred, except for number of shares and per share
information.
 Estimates The preparation of the financial statements in conformity with Accounting
Principles Generally Accepted in the United States requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the dates of financial statements and the reported amounts of
revenues and expenses during the reported periods. Actual results could differ from those
estimates.
 Cashconsists of demand deposits with a major U.S. bank.
 Accounts receivable As amounts become uncollectible, they will be charged to an allowance or
operations in the period when a determination of uncollectibility is made. Any estimates of
potentially uncollectible customer accounts receivable will be made based on an analysis of
individual customer and historical write-off experience. The Companys analysis includes the
age of the receivable account, creditworthiness and general economic conditions.
 Inventoryconsists primarily of ink components and paper and is stated at the lower of cost
(determined by the first-in, first-out method) or market.
 Fixed assetsare carried at cost less accumulated depreciation and amortization. Furniture,
fixtures and equipment are generally depreciated on the straight-line method over their
estimated service lives. Leasehold improvements are amortized on a straight-line basis over the
shorter of five years or the term of the lease. Major renovations and betterments are
capitalized. Maintenance, repairs and minor items are expensed as incurred. Upon disposal,
assets and related depreciation are removed from the accounts and the net amount, less proceeds
from disposal, is charged or credited to income. In 2010, the Company wrote off approximately
$2,700 of fully depreciated furniture, fixtures and equipment that had been disposed of during
the year, along with an equal amount of accumulated depreciation. There was no effect on the
Companys results of operations.
 Patent costsare charged to expense as incurred due to the uncertainty of their recoverability
as a result of the Companys adverse liquidity situation.
  F-7




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##### Table of Contents



Revenues In accordance with Financial Accounting Standards Board Accounting Standards
Codification (FASB ASC) 605, Revenue Recognition,the Company recognizes revenue when (i)
persuasive evidence of a customer or distributor arrangement exists or acceptance occurs, (ii)
a retailer, distributor or wholesaler receives the goods, (iii) the price is fixed or
determinable, and (iv) collectability of the sales revenue is reasonably assured. Subject to
these criteria, the Company will generally recognize revenue upon shipment of product. Revenue
from license fees and royalties will be recognized as earned over the license term.
 Income taxes Deferred income taxes are provided for all temporary differences and net
operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.
 Fair value The carrying amounts reflected in the balance sheets for cash, receivables,
accounts payable and accrued expenses approximate fair value due to the short maturities of
these instruments. The carrying amount of the line of credit approximates fair value since the
interest rate associated with the debt approximates the current market interest rates.
 Earnings (loss) per share The Company follows FASB ASC 260, Earnings Per Share, resulting
in the presentation of basic and diluted earnings per share. Because the Company reported a net
loss for the years ended December 31, 2010 and December 31, 2009, common stock equivalents,
consisting of stock options and warrants, were anti-dilutive for those periods.
 Comprehensive income (loss) The Company follows FASB 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 the Company has no items of other comprehensive income,
comprehensive income (loss) is equal to net income (loss).
 Recoverability of Long-Lived Assets
 The Company follows FASB ASC 360-35, Impairment or Disposal of Long-Lived Assets. The
Statement requires that long-lived assets and certain identifiable intangibles be reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of the
asset may not be recoverable. The Company is not aware of any events or circumstances which
indicate the existence of an impairment which would be material to the Companys annual
financial statements.
 Recently Adopted Accounting Pronouncements
 As of December 31, 2010 and for the year then ended, there were no recently adopted accounting
pronouncements that had a material effect on the Companys financial statements.
 As of December 31, 2010, the FASB has issued Accounting Standards Updates (ASU) through No.
2010-29. None of the ASUs have had an impact on the Companys financial statements.
 Recently Issued Accounting Pronouncements Not Yet Adopted
 As of December 31, 2010, there are no recently issued accounting standards not yet adopted
which would have a material effect on the Companys financial statements.
  F-8




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##### Table of Contents



3.
    
    Going Concern
 Since its inception, with the exception of the year ended December 31, 2007 during which it
generated net income of $386,000, the Company has incurred significant losses and, as of
December 31, 2010, had accumulated losses of $13,277,300. For the years ended December 31, 2010
and December 31, 2009, the Companys had a net loss from operations of $234,400 and $455,000,
respectively. The Company had negative working capital of $343,000 at December 31, 2010 and
$210,300 at December 31, 2009. Due in part to the recession which has and is continuing to
negatively impact the countrys economy, the Company, which is substantially dependent on its
licensees to generate licensing revenues, may incur further operating losses and experience
negative cash flow in the future. Achieving profitability and positive cash flow depends on the
Companys ability to generate and sustain significant increases in revenues and gross profits
from its traditional business. There can be no assurances that the Company will be able to
generate sufficient revenues and gross profits to return to and sustain profitability and
positive cash flow in the future.
 During 2010, the Company received unsecured loans totaling $50,500 from four individuals, of
which $7,500 was lent by Herman M. Gerwitz, a Director. In 2010, the Company raised $101,600 in
a private placement exempt from registration under section 4(2) of the Securities Act of 1933,
as amended, whereby 2,668,333 shares of the Companys common stock were sold to five
non-affiliated individual investors and 211,412 shares of the Companys common stock were sold
to two Directors of the Company. During 2009, the Company raised $162,000 in this private
placement whereby 2,426,042 shares of the Companys common stock were sold to six
non-affiliated individual investors and 260,417 were sold to a Director of the Company. Receipt
of funds from these investors and from the demand loan holders, along with borrowings during
2009 under its line of credit with a bank, has permitted the Company to continue in operation
to the current date. During 2009, the Company borrowed the entire $100,000 under the line of
credit, obtained in 2008, to fund its operating activities. In August 2010, the Company
accepted an offer by the bank to repay the outstanding loan balance in forty-eight equal
monthly installments, plus interest, beginning in October 2010. Management of the Company
believes that it will need additional capital in the immediate future both to fund investments
needed to increase its operating revenues to levels that will sustain its operations and to
fund operating deficits that it anticipates will continue until revenue increases from
traditional and new product lines can be realized. There can be no assurances that the Company
will be successful in obtaining sufficient additional capital, or if it does, that the
additional capital will enable the Company to impact its revenues so as to have a material
positive effect on the Companys operations and cash flow. The Company believes that without
additional capital, whether in the form of debt, equity or both, it may be forced to cease
operations in the near future.
 The Companys independent registered public accountants have included a going concern
explanatory paragraph in their audit report accompanying the 2010 financial statements. The
paragraph states that the Companys recurring losses from operations raise substantial doubt
about the Companys ability to continue as a going concern and cautions that the financial
statements do not include any adjustments that might result from the outcome of this
uncertainty.
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##### Table of Contents



4.
    
    Concentration of Credit Risk
 Certain financial instruments potentially subject the Company to concentrations of credit
risk. These financial instruments consist primarily of cash and accounts receivables. At
December 31, 2010, the Company did not have deposits with a financial institution that exceed
the FDIC deposit insurance coverage of $250,000. There is a concentration of credit risk with
respect to accounts receivable due to the number of major customers.
 5.
    
    Demand Loans
 In March 2010, the Company received unsecured loans totaling $40,500 from three individuals of
which $7,500 was lent by Herman M. Gerwitz, a Director. The loans bear interest at 8% and are
payable on demand. The loans were used to finance the Companys working capital requirements.
Additionally, the Company granted warrants, approved by the Companys Board of Directors, to
purchase 40,500 shares of common stock of the Company at $.0703 per share to these three
individuals. The warrants expire in five years. A financing cost of approximately $1,800
representing the fair value of the warrants was charged to income in the first quarter of
2010. The fair value of the warrants was determined using the Black-Scholes pricing model with
the following assumptions: expected life-5 years; interest rate-2.65%; volatility-77% and
dividend yield-0. In May 2010, the Company received an unsecured loan of $10,000 from an
individual. The loan bears interest at 8% and is payable on demand. The loan was used to
finance the Companys working capital requirements. Additionally, the Company granted
warrants, approved by the Companys Board of Directors, to purchase 10,000 shares of common
stock of the Company at $.06 per share to this individual. The warrants expire in five years.
A financing cost of approximately $400 representing the fair value of the warrants was charged
to income in the second quarter of 2010. The fair value of the warrants was determined using
the Black-Scholes pricing model with the following assumptions: expected life-5 years;
interest rate-2.11%; volatility-78% and dividend yield-0. The acceptance of these unsecured
loans constitutes a violation of certain covenants under the Companys line of credit which
gives the lender certain rights including requiring the Company to repay the entire
outstanding loan balance which was $93,750 at December 31, 2010. Such a requirement by the
bank could have a material adverse effect on the Companys financial condition. Management of
the Company intends to cure this violation.
 6.
    
    Line of Credit
 In 2008, the Company negotiated a $100,000 revolving line of credit with a bank to provide a
source of working capital. The line of credit is secured by all the assets of the Company and
bears interest at the banks prime rate plus 0.5%. At December 31, 2010, the interest rate
applicable to the Companys line of credit was 3.75%. During the year ended December 31, 2009,
the Company borrowed the entire $100,000 available under the line of credit. Until the third
quarter of 2010, the Company had been required to pay interest only on borrowings under the
line of credit. During the third quarter of 2010, the Company was notified by the bank that the
line of credit was not being renewed and was offered repayment terms, which the Company
accepted, to repay the outstanding loan balance in forty-eight equal monthly installments of
$2,083, plus interest at the banks prime rate plus 0.5%, beginning in October 2010. At
December 31, 2010, the line of credit balance was $93,750. Future installment payments under
this repayment arrangement are: $25,000  2011; $25,000  2012; $25,000  2013 and $18,750
  2014.
  F-10




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##### Table of Contents



7.
    
    Stockholders Deficiency
 During 2010, the Company sold 2,668,333 shares of its common stock to six non-affiliated
individuals, 148,912 shares of its common stock to Philip B. White, a Director, and 62,500
shares of its common stock to Herman M. Gerwitz, a Director, for a total of $101,600 pursuant
to a private placement. During 2009, the Company sold 2,426,042 shares of its common stock to
six non-affiliated individual investors and 260,417 shares to William P. Curtis, Jr., a
Director, for a total of $162,000 pursuant to a private placement.
 8.
    
    Other Income (Expenses)
 Other income (expenses) included, for the year ended December 31, 2009, a benefit from the
reversal of $69,100 of accounts payable by the Company related to invoices the Company had
received from 2001 through 2003 for consulting services provided by a third party. The
Company, with advice of legal counsel, determined that it was no longer legally required
to pay these invoices as the statute of limitations within which the consultant had to
bring a claim had expired.
 9.
    
    Income Taxes
 There is no income tax benefit for the years ended December 31, 2010 and December 31, 2009 due
to the availability of net operating loss carryforwards (NOLs) for which the Company had
previously established a 100% valuation allowance for deferred tax assets due to the
uncertainty of their recoverability. At December 31, 2010 and December 31, 2009, the Company
had NOLs approximating $6,104,000 and $7,194,000, respectively. The operating losses at
December 31, 2010 are available to offset future taxable income; however, if not utilized, they
expire in varying amounts through the year 2030. As a result of the sale of the Companys
common stock in an equity offering in late 1997 and the issuance of additional shares, the
amount of the NOLs may be limited. Additionally, the utilization of these NOLs, if available,
to reduce the future income taxes will depend on the generation of sufficient taxable income
prior to their expiration. There were no material temporary differences for the years ended
December 31, 2010 and December 31, 2009. The Company has established a 100% valuation allowance
of approximately $2,502,000 and $2,949,000 at December 31, 2010 and December 31, 2009,
respectively, for the deferred tax assets due to the uncertainty of their realization.
 The Company has adopted the provisions of FASB ASC 740-10-50-15, Unrecognized Tax Benefit
Related Disclosures. There were no unrecognized tax benefits as of the date of adoption and no
unrecognized tax benefits at December 31, 2010. There was no change in unrecognized tax
benefits during the year ended December 31, 2010 and there was no accrual for uncertain tax
positions as of December 31, 2010.
 There were no interest and penalties recognized in the statement of operations and in the
balance sheet. Tax years from 2007 through 2010 remain subject to examination by U.S. federal
and state tax jurisdictions.
  F-11




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##### Table of Contents



10.
    
    Commitments and Contingencies
 The Company conducts its operations in leased facilities and leases equipment under
non-cancelable operating leases expiring at various dates to 2013.
 Future minimum lease payments under non-cancelable operating leases with initial or remaining
terms of one year or more at December 31, 2010 are: $43,200  2011; $44,400  2012 and
$11,400  2013.
 Total rental expense under operating leases was $42,400 in both 2010 and 2009.
 The Company has an employment agreement, expiring in May 2012, with Michael A. Feinstein, M.D.,
its Chairman of the Board and Chief Executive Officer. The employment agreement contains
one-year renewal provisions that become effective after the original term. Dr. Feinstein
receives base compensation of $85,000 per year plus a performance bonus determined by the
Companys Board of Directors. Future minimum compensation payments under this employment
agreement are: $85,000  2011; and $35,400  2012.
 From time to time, the Company may be subject to legal proceedings and claims that arise in the
ordinary course of its business.
 11.
    
    Stock Options, Warrants and401(k)Savings Plan
 The Company follows FASB ASC 718, Share Based Payment,which requires that the cost resulting
from all share-based payment transactions be recognized in the Companys financial statements.
FASB ASC 718 requires all share-based payments to employees, including grants of employee stock
options, to be recognized in the statement of operations based on their fair values.
 The 1996 and 1999 Stock Option Plans provided for the granting of up to 2,700,000 incentive and
non-qualified stock options to employees, non-employee directors, consultants and advisors to
the Company. In the case of options designated as incentive stock options, the exercise price
of the options granted must be not less than the fair market value of such shares on the date
of grant. Non-qualified stock options may be granted at any amount established by the Stock
Option Committee or, in the case of Discounted Options issued to non-employee directors in lieu
of any portion of an Annual Retainer, in accordance with a formula designated in the Plan. The
1996 Stock Option Plan terminated in June 2006 and no further stock options can be granted
under the plan; however, options granted before June 2006 may be exercised through their
expiration date. The 1999 Stock Option Plan terminated in February 2009 and no further stock
options can be granted under the plan; however, options granted before the termination date may
be exercised through their expiration date.
 The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value
of an award.
  F-12




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##### Table of Contents



Exercise
    
    
    WeightedNumber of
    
    
    Price Range
    
    
    AverageShares
    
    
    Per Share
    
    
    Exercise PriceOutstanding at December 31, 2008
    
    
    2,250,000
    
    
    $.10 to $.45
    
    
    $
    .23Options granted
    
    
    325,000
    
    
    .12
    
    
    
    .12Options canceled
    
    
    1,250,000
    
    
   .10 to .45
    
    
    
    .19Outstanding at December 31, 2009
    
    
    1,325,000
    
    
    .10 to .45
    
    
    
    .24Options canceled
    
    
    380,000
    
    
    .10 to .12
    
    
    
    .11Outstanding at December 31, 2010
    
    
    945,000
    
    
    $.12 to $.45
    
    
    $
    .29
 Exercise
    
    
    WeightedOption
    
    
    Price Range
    
    
    AverageShares
    
    
    Per Share
    
    
    Exercise PriceExercisable options at year end:2010
    
    
    945,000
    
    
    $.12 to $.45
    
    
    $
    .29Weighted average remaining contractual life (years)
    
    
    1.91Options available for future grant under all plans:2010
    
    
    0
 In February 2009, the Board of Directors of the Company, under the Companys 1999 Stock Option
Plan, granted options to acquire 200,000 shares of its common stock to five employees of the
Company, options to acquire 75,000 shares of its common stock to two consultants and options to
acquire 50,000 shares of its common stock to an officer of the Company at $.12 per share. The
options vested in February 2010 and expire after five years. In accordance with the fair value
method as described in accounting requirements of FASB ASC 718, compensation expense of
approximately $22,900 was recognized over the vesting period of the options through February
2010 to account for the cost of services received by the Company in exchange for the grant of
stock options. The fair value was determined using the Black-Scholes pricing model with the
following assumptions: expected life-5 years; interest rate-1.81%; volatility-70% and dividend
yield-0. During the years ended December 31, 2010 and December 31, 2009, compensation expense
of approximately $3,000 and $19,900, respectively, was recognized. There was no unrecognized
portion of expense at December 31, 2010.
 At December 31, 2010, the Company had 97,500 warrants to purchase common stock of the Company
outstanding at exercise prices ranging from $.06 to $.27 and expiring at various dates through
May 2015. The warrants were granted in conjunction with loans provided to the Company by five
individuals in 2006 and 2010.
  F-13




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##### Table of Contents



A summary of outstanding warrants follows:
 Exercise
    
    
    WeightedNumber of
    
    
    Price Range
    
    
    AverageShares
    
    
    Per Share
    
    
    Exercise PriceOutstanding at December 31, 2008 and 2009
    
    
    47,000
    
    
    $.21 to $.27
    
    
    $
    .23Warrants granted
    
    
    50,500
    
    
    .06 and .07
    
    
    
    .07Outstanding at December 31, 2010
    
    
    97,500
    
    
    $.06 to $.27
    
    
    $
    .14
 Exercise
    
    
    WeightedPrice Range
    
    
    AverageShares
    
    
    Per Share
    
    
    Exercise PriceExercisable warrants at year end:2010
    
    
    97,500
    
    
    $.06 to $.27
    
    
    $
    .14Weighted average remaining contractual life (years)
    
    
    2.52
 At December 31, 2010, the Company has reserved 1,042,500 shares of common stock for
possible future issuance upon exercise of 945,000 stock options and 97,500 warrants.
 The Company sponsors a 401(k) savings plan, covering substantially all employees, providing for
employee and employer contributions. Employer contributions are made at the discretion of the
Company. There were no contributions charged to expense during 2010 or 2009.
 12.
    
    Major Customer and Geographic Information
 The Companys revenues, expressed as a percentage of total revenues, from non-affiliated
customers that equaled 10% or more of the Companys total revenues were:
 Year ended December 312010
    
    
    2009Customer A
    
    
    30
    %
    
    
    35
    %Customer B
    
    
    25
    %
    
    
    19
    %Customer C
    
    
    9
    %
    
    
    21
    %
 The Companys non-affiliate customers whose individual balances amounted to more than 10% of
the Companys net accounts receivable, expressed as a percentage of net accounts receivable,
were:
 December 312010
    
    
    2009Customer A
    
    
    75
    %
    
    
    59
    %Customer B
    
    
    16
    %
    
    
    19
    %Customer C
    
    
    
    
    
    
    13
    %
 The Company performs ongoing credit evaluations of its customers and generally does not require
collateral. The Company also maintains allowances for potential credit losses. The loss of a
major customer could have a material adverse effect on the Companys business operations and
financial condition.
  F-14




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##### Table of Contents



The Companys revenues by geographic region are as follows:
 Year ended December 312010
    
    
    2009North America
    
    $
    569,800
    
    
    $
    524,600Asia
    
    
    61,900
    
    
    
    142,600South America
    
    
    24,300
    
    
    
    Europe
    
    
    2,700
    
    
    
    900$
    658,700
    
    
    $
    668,100
 13.
    
    Subsequent Events
 In late January 2011, the Company received an unsecured loan of $15,000 from William P. Curtis,
Jr., a Director, and repaid the loan, along with interest at 8%, in early February 2011.
Additionally, subject to Board of Directors approval, the Company granted warrants to purchase
15,000 shares of common stock of the Company at $.06 per share to Mr. Curtis. The warrants
expire in five years. A financing cost of approximately $600 representing the fair value of the
warrants is being charged to income in the first quarter of 2011. The loan was used to finance
the Companys short-term working capital requirements.
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##### Table of Contents



Exhibit Index
  ExhibitNumber
    
    
    Description3.1
    
    
    Amended and Restated Articles of Incorporation (19)3.2
    
    
    Amended and Restated Bylaws (20)4.1
    
    
    Form of Certificate of Common Stock (14)10.1
    
    
    Summary Plan Description for Nocopi Technologies, Inc. 401(k)
Profit Sharing Plan (1)10.2
    
    
    Nocopi Technologies, Inc. 1996 Stock Option Plan (2)10.3
    
    
    Nocopi Technologies, Inc. 1999 Stock Option Plan (3)10.4
    
    
    Amended Summary Plan Description for Nocopi Technologies, Inc. 401(k) Profit Sharing Plan (3)10.5
    
    
    Director Indemnification Agreement (4)10.6
    
    
    Officer Indemnification Agreement (5)10.7
    
    
    Stock Purchase Agreement with Westvaco Brand Security, Inc. (6)10.8
    
    
    Registration Rights Agreement with Westvaco Brand Security, Inc. (7)10.9
    
    
    Subscription Agreement with Entrevest I Associates (8)10.10
    
    
    Lease Agreement dated March 19, 2003 relating to premises at 9 Portland Road, West Conshohocken, PA 19428 (9)10.11
    
    
    Settlement Agreement with Euro-Nocopi, S.A. (10)10.12
    
    
    Agreement of Terms with Entrevest I Associates (11)10.13
    
    
    Conversion Agreement (12)10.14
    
    
    Patent License Agreement with Giddy Up, LLC and Color Loco, LLC (15)10.15
    
    
    Addendum #1 to Patent License Agreement with Giddy Up, LLC and Color Loco, LLC (16)10.16
    
    
    Amendment dated July 18, 2007 to Lease Agreement dated March 19, 2003 relating
to premises at 9 Portland Road, West Conshohocken, PA 19428 (17)10.17
    
    
    Employment Agreement with Michael A. Feinstein, M.D. (18)10.18
    
    
    Business Loan Agreement, Promissory Note and Commercial Security Agreement
dated August 19, 2008 between the Company and Sovereign Bank (21)10.19
    
    
    Amended Summary Plan Description for Nocopi Technologies, Inc. 401(k) Profit Sharing
Plan (22)10.20
    
    
    Patent License Agreement with Elmers Products, Inc. (23)




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##### Table of Contents



ExhibitNumber
    
    
    Description14.1
    
    
    Code of Ethics (13)31.1
    *
    
    Certification of Chief Financial Officer required by Rule 13a-14(a)31.2
    *
    
    Certification of Chief Executive Officer required by Rule 13a-14(a)32.1
    *
    
    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
 *
    
    Exhibit filed with this Report.
    
    Compensation plans and arrangements for executives and others.(1)
    
    Incorporated by reference to Registrants Annual Report on Form 10-K for the Year Ended
December 31, 1993(2)
    
    Incorporated by reference to Registrants Annual Report on Form 10-K for the Year Ended
December 31, 1996(3)
    
    Incorporated by reference to Registrants Annual Report on Form 10-KSB for the Year Ended
December 31, 1998(4)
    
    Incorporated by reference to Exhibit 10.19 of the Registrants Quarterly Report on Form
10-QSB for the Three Months Ended September 30, 1999 filed on November 15, 1999(5)
    
    Incorporated by reference to Exhibit 10.20 of the Registrants Quarterly Report on Form
10-QSB for the Three Months Ended September 30, 1999 filed on November 15, 1999(6)
    
    Incorporated by reference to Exhibit 10.17 of the Registrants Annual Report on Form 10-KSB
for the Year Ended December 31, 2000 filed on April 17, 2001(7)
    
    Incorporated by reference to Exhibit 10.18 of the Registrants Annual Report on Form 10-KSB
for the Year Ended December 31, 2000 filed on April 17, 2001(8)
    
    Incorporated by reference to Exhibit 10.18 of the Registrants Annual Report on Form 10-KSB
for the Year Ended December 31, 2002 filed on April 14, 2003(9)
    
    Incorporated by reference to Exhibit 10.19 of the Registrants Annual Report on Form 10-KSB
for the Year Ended December 31, 2002 filed on April 14, 2003(10)
    
    Incorporated by reference to Exhibit 10.17 of the Registrants Annual Report on Form 10-KSB
for the Year Ended December 31, 2003 filed on April 14, 2004(11)
    
    Incorporated by reference Exhibit 10.1 of the Registrants Current Report on Form 8-K filed
on September 16, 2004(12)
    
    Incorporated by reference to Exhibit 10.2 of the Registrants Quarterly Report on Form 10-QSB
for the Three Months Ended September 30, 2004 filed on November 15, 2004(13)
    
    Incorporated by reference to Exhibit 14.1 of the Registrants Annual Report on Form 10-KSB
for the Year Ended December 31, 2004 filed on March 31, 2005(14)
    
    Incorporated by reference to Exhibit 4.1 of the Registrants Annual Report on Form 10-KSB for
the Year Ended December 31, 2005 filed on April 7, 2006(15)
    
    Incorporated by reference to Exhibit 10.14 of the Registrants Annual Report on Form 10-KSB
for the Year Ended December 31, 2006 filed on April 16, 2007(16)
    
    Incorporated by reference to Exhibit 10.15 of the Registrants Annual Report on Form 10-KSB
for the Year Ended December 31, 2006 filed on April 16, 2007




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##### Table of Contents



(17)
    
    Incorporated by reference to Exhibit 10.16 of the Registrants Quarterly Report on Form
10-QSB for the Three Months Ended September 30, 2007 filed on November 14, 2007(18)
    
    Incorporated by reference to Exhibit 10.17 of the Registrants Quarterly Report on Form 10-Q
for the Three Months Ended June 30, 2008 filed on August 14, 2008(19)
    
    Incorporated by reference to Exhibit 3.1 of the Registrants Quarterly Report on Form 10-Q
for the Three Months Ended September 30, 2008 filed on November 14, 2008(20)
    
    Incorporated by reference to Exhibit 3.2 of the Registrants Quarterly Report on Form 10-Q
for the Three Months Ended September 30, 2008 filed on November 14, 2008(21)
    
    Incorporated by reference to Exhibit 10.18 of the Registrants Quarterly Report on Form 10-Q
for the Three Months Ended September 30, 2008 filed on November 14, 2008(22)
    
    Incorporated by reference to Exhibit 10.19 of the Registrants Annual Report on Form 10-K for
the Year Ended December 31, 2009 filed on March 31, 2010(23)
    
    Incorporated by reference to Exhibit 10.20 of the Registrants Annual Report on Form 10-K for
the Year Ended December 31, 2009 filed on March 31, 2010