U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934.
For the quarterly period ended March 31, 2005.
|_| TRANSITION REPORT PURSUANT TO 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the transition period from ______________ to ______________
Commission file number 0-20333
NOCOPI TECHNOLOGIES, INC.
(Exact name of small business issuer as
specified in its charter)
MARYLAND 87-0406496
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
9C Portland Road, West Conshohocken, PA 19428
(Address of principal executive offices)
(610) 834-9600
(Issuer's telephone number)
Check whether the issuer has (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes |X| No
|_|
State the number of shares outstanding of each of the issuer's classes of
common equity, as of May 1, 2005: Common stock, par value $.01 per share:
50,586,181 shares.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
NOCOPI TECHNOLOGIES, INC.
INDEX
Part I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Statements of Operations 1
Three Months ended March 31, 2005
and March 31, 2004
Balance Sheet 2
March 31, 2005
Statements of Cash Flows 3
Three Months ended March 31, 2005
and March 31, 2004
Notes to Financial Statements 4 - 5
Item 2. Management's Discussion and Analysis of 6 - 12
Financial Condition and Results of Operations
Item 3. Disclosure Controls and Procedures 13
Part II. OTHER INFORMATION 14
Signatures 15
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Nocopi Technologies, Inc.
Statements of Operations*
(unaudited)
Three Months ended March 31
2005 2004
------------ ------------
Revenues
Licenses, royalties and fees $79,600 $77,600
Product and other sales 42,500 63,000
------------ ------------
122,100 140,600
Cost of sales
Licenses, royalties and fees 28,800 31,900
Product and other sales 23,500 30,600
------------ ------------
52,300 62,500
------------ ------------
Gross profit 69,800 78,100
Operating expenses
Research and development 38,900 52,000
Sales and marketing 34,400 45,000
General and administrative (exclusive of legal
expenses) 63,300 55,700
Legal expenses 20,500 33,400
------------ ------------
157,100 186,100
------------ ------------
Loss from operations (87,300) (108,000)
Other income (expenses)
Interest income 100 --
Interest and bank charges (600) (3,400)
------------ ------------
(500) (3,400)
------------ ------------
Net loss ($87,800) ($111,400)
============ ============
Basic and diluted loss per common share ($.00) ($.00)
Weighted average common shares outstanding 50,586,181 45,972,241
* The accompanying notes are an integral part of
these financial statements.
1
Nocopi Technologies, Inc.
Balance Sheet*
(unaudited)
March 31
2005
------------
Assets
Current assets
Cash and cash equivalents $23,100
Accounts receivable less $15,000 allowance 77,100
Arbitration settlement receivable 50,000
Prepaid and other 40,500
------------
Total current assets 190,700
Fixed assets
Leasehold improvements 71,200
Furniture, fixtures and equipment 476,200
------------
547,400
Less: accumulated depreciation 499,600
------------
47,800
Other assets
Arbitration settlement receivable 50,000
------------
Total assets $288,500
============
Liabilities and Stockholders' Deficiency
Current liabilities
Accounts payable $416,200
Accrued expenses 271,700
Deferred revenue 36,200
------------
Total current liabilities 724,100
Stockholders' deficiency
Common stock, $.01 par value
Authorized - 75,000,000 shares
Issued and outstanding - 50,586,181 shares 505,900
Paid-in capital 11,497,400
Accumulated deficit (12,438,900)
------------
(435,600)
------------
Total liabilities and stockholders' deficiency $288,500
============
* The accompanying notes are an integral part of these
financial statements.
2
Nocopi Technologies, Inc.
Statements of Cash Flows*
(unaudited)
Three Months ended March 31
2005 2004
---------- ----------
Operating Activities
Net loss ($87,800) ($111,400)
Adjustment to reconcile net loss to cash
used in operating activities
Depreciation 4,200 5,100
---------- ----------
(83,600) (106,300)
(Increase) decrease in assets
Accounts receivable 26,400 (14,200)
Arbitration settlement receivable 50,000 50,000
Prepaid and other (11,300) 17,200
Increase (decrease) in liabilities
Accounts payable and accrued expenses 6,300 (4,500)
Deferred revenue 11,300 (20,000)
---------- ----------
82,700 28,500
---------- ----------
Net cash used in operating activities (900) (77,800)
Investing Activities
Additions to fixed assets -- (800)
---------- ----------
Net cash used in investing activities -- (800)
---------- ----------
Decrease in cash and cash equivalents (900) (78,600)
Cash and cash equivalents - beginning of period 24,000 89,900
---------- ----------
Cash and cash equivalents - end of period $23,100 $11,300
========== ==========
* The accompanying notes are an integral part of these
financial statements.
3
NOCOPI TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Financial Statements
The accompanying unaudited condensed financial statements have been
prepared by Nocopi Technologies, Inc. (the "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 the Company's 2004 Annual Report on Form 10-KSB. 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 the Company believes that the accompanying
disclosures are adequate to make the information presented not misleading.
The Notes to Financial Statements included in the 2004 Annual Report on
Form 10-KSB should be read in conjunction with the accompanying interim
financial statements. The interim operating results for the three months
ended March 31, 2005 may not be necessarily indicative of the operating
results expected for the full year.
Note 2. Going Concern
Since its inception, the Company has incurred significant losses and, as
of March 31, 2005, had accumulated losses of $12,438,900. For the years
ended December 31, 2004 and 2003, the Company's losses from operations
were $328,500 and $441,300, respectively. In addition, the Company had
negative working capital of $533,400 at March 31, 2005. The Company 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 achieve and sustain profitability and positive cash
flow in the future.
During 2004, the Company raised $161,000 ($152,100 net of offering
expenses) in a private placement whereby 1,610,000 shares of the Company's
common stock were sold to three non-affiliated individual investors
pursuant to a valid private placement. These investments, combined with
the receipt of $900,000 in June 2003 in conjunction with the settlement of
its arbitration proceedings with Euro-Nocopi, S.A. and annual payments of
$50,000 in 2004 and 2005 in accordance with the settlement agreement, have
permitted the Company to continue in operation to the current date. As a
result of the settlement, the significant legal fees incurred in the
arbitration have been eliminated. Additionally, the Company has reduced
staff and, in 2003, completed its relocation to a new facility
4
that it believes will enable the Company to further reduce its operating
expenses. Management of the Company believes that it will need to obtain
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 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 improve its business 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 at an undetermined future date.
Note 3. Income Taxes
There is no income tax benefit for the losses for the three months ended
March 31, 2005 and March 31, 2004 since Management has determined that the
realization of the net deferred tax asset is not assured and has created a
valuation allowance for the entire amount of such benefits.
Note 4. Loss per Share
Because the Company reported a net loss for the three months ended March
31, 2005 and March 31, 2004, common stock equivalents, consisting of stock
options, were anti-dilutive.
5
Item 2.
NOCOPI TECHNOLOGIES, INC.
Management's Discussion and Analysis
of Financial Condition and Results of Operation
Forward-Looking Information
The following Management's Discussion and Analysis of Results of
Operations and Financial Condition should be read in conjunction with our
audited Financial Statements and Notes thereto for the year ended December 31,
2004 included in our Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission.
The information in this discussion contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors, which may cause our actual results, performance or achievements
or industry results to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking
statements. Such factors include those described in "Risk Factors." The
forward-looking statements included in this report may prove to be inaccurate.
In light of the significant uncertainties inherent in these forward-looking
statements, you should not consider this information to be a guarantee by us or
any other person that our objectives and plans will be achieved. The Company
does not undertake to publicly update or revise its forward-looking statements
even if experience or future changes make it clear that any projected results
(expressed or implied) will not be realized.
Results of Operations
The Company's revenues are derived from royalties paid by licensees of the
Company's technologies, fees for the provision of technical services to
licensees and from the direct sale of products incorporating the Company's
technologies, such as inks, security paper and pressure sensitive labels, as
well as equipment used to support the application of the Company's technologies,
such as ink-jet printing systems. Royalties consist of guaranteed minimum
royalties payable by the Company's licensees and/or additional royalties which
typically vary with the licensee's sales or production of products incorporating
the licensed technology. Technical services, in the form of on-site or telephone
consultations by members of the Company's technical staff, may be offered to
licensees of the Company's technologies. The consulting fees are billed at
agreed upon per diem or hourly rates at the time the services are rendered.
Service fees and sales revenues vary directly with the number of units of
service or product provided.
The Company recognizes revenue on its lines of business as follows:
6
a) License fees and royalties are recognized when the license term begins.
Upon inception of the license term, revenue is recognized in a manner consistent
with the nature of the transaction and the earnings process, which generally is
ratably over the license term;
b) Product sales are recognized upon shipment of products, when the price
is fixed or determinable and collectibility is reasonably assured; and
c) Fees for technical services are recognized when (i) the service has
been rendered; (ii) an arrangement exists; (iii) the price is fixed or
determinable based upon a per diem or hourly rate; and (iv) collectibility is
reasonably assured.
While the Company's fixed costs have been reduced as a result of its
relocation to a new location in 2003 and because the Company believes that
further fixed cost reductions may not be achievable, its 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 amounts of the Company's revenues and the mix among the
various sources of revenue are subject to substantial fluctuation. The Company
has 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 the Company's total
revenue and on its revenue mix and overall financial performance. Such changes
may result from a customer's product development delays, engineering changes,
changes in product marketing strategies and the like. In addition, certain
customers have, from time to time, sought to renegotiate certain provisions of
their license agreements and, when the Company agrees to revise terms, revenues
from the customer may be affected. The addition of a substantial new customer or
the loss of a substantial existing customer may also have a substantial effect
on the Company's total revenue, revenue mix and operating results.
Revenues for the first quarter of 2005 were $122,100 compared to $140,600
in the first quarter of 2004, a 13% decrease. Licenses, royalties and fees
increased by $2,000, or 3%, in the first quarter of 2005 to $79,600 from $77,600
in the first quarter of 2004. The increase in licenses, royalties and fees is
due primarily to royalties received under a new license arrangement with a
customer during the April 2004 to March 2005 period offset in part by the
non-renewal of one license agreement during the same period. Product sales were
$42,500 in the first quarter of 2005 compared to $63,000 in the first quarter of
2004, a decrease of $20,500 or 33%. The decrease in product sales results
primarily from lower levels of sales of the Company's security papers in the
first quarter of 2005 compared to the first quarter of 2004.
The Company's gross profit decreased to $69,800 in the first quarter of
2005 or 57% of revenues from $78,100 or 56% of revenues in the first quarter of
2004. Licenses, royalties and fees have historically carried a higher gross
profit than product sales, which generally consist of supplies or other
manufactured products which incorporate the Company's technologies or equipment
used to support the application of its technologies. These items (except for
inks which
7
are manufactured by the 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 first quarter 2005 gross profit, in
absolute dollars, was negatively impacted by the decline in revenues from
product and other sales.
Research and development expenses decreased to $38,900 in the first
quarter of 2005 compared to $52,000 in the first quarter of 2004 due to a
reduction of staff during the third quarter of 2004.
Sales and marketing expenses decreased to $34,400 in the first quarter of
2005 from $45,000 in the first quarter of 2004. The decrease reflects lower
travel, sales promotion and business show expense as certain expenses associated
with the introduction of the Company's new Rub-n-Color product for the
Educational and Toy Market in the first quarter of 2004 were not incurred in the
first quarter of 2005.
General and administrative expenses (exclusive of legal expenses)
increased by $7,600 in the first quarter of 2005 to $63,300 from $55,700 in the
first quarter of 2004. The increase results primarily from higher patent
acquisition costs in the first quarter of 2005 compared to the first quarter of
2004 due to patent activity relating to its new Rub-n-Color product.
Legal expenses declined to $20,500 in the first quarter of 2005 from
$33,400 in the first quarter of 2004 resulting from a lower level of legal
counseling required by the Company in its compliance with securities regulations
and other matters.
Other income (expense) decreased in the first quarter of 2005 compared to
the first quarter of 2004 as interest expense on the demand loans was eliminated
due to their conversion to common stock of the Company in September 2004.
The net loss of $87,800 in the first quarter of 2004 compared to the net
loss of $111,400 in the first quarter of 2004 results primarily from a staff
reduction during 2004 as well as lower marketing expenses and lower legal
expense offset in part by lower gross profit during the first three months of
2005 compared to the first three months of 2004.
Plan of Operation, Liquidity and Capital Resources
The Company's cash and cash equivalents decreased to $23,100 at March 31,
2005 from $24,000 at December 31, 2004. The cash was used to fund operations
over the three-month period.
The loss of a number of customers during the past three years and the loss
of periodic fees under the license agreement with Euro-Nocopi, S.A. commencing
in 2000 have had a material adverse effect on the Company's revenues and results
of operations and upon its liquidity and capital resources. During 2004, the
Company raised $161,000 ($152,100 net of offering expenses) in a private
placement whereby 1,610,000 shares of the Company's common stock
8
were sold to three non-affiliated individual investors pursuant to a valid
private placement. This investment, combined with the receipt of $900,000 in
June 2003 in conjunction with the settlement of its arbitration proceedings with
Euro-Nocopi, S.A. and annual payments of $50,000 in 2004 and 2005 in accordance
with the settlement agreement, have permitted the Company to continue in
operation to the current date. As a result of the settlement, a significant
ongoing expense for related legal fees has been eliminated. Additionally, the
Company has reduced staff and, during the third quarter of 2003, completed its
relocation to a new facility that it believes will enable the Company to further
reduce its operating expenses. Management of the Company believes that it will
need to obtain additional capital in the 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 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 improve its business so as to have
a material positive effect on the Company's operations and cash flow. The
Company believes that without additional investment, it may be forced to cease
operations at an undetermined future date.
The Company, in response to the ongoing adverse liquidity situation, has
maintained a cost reduction program including staff reductions and curtailment
of discretionary research and development and sales and marketing expenses,
where possible.
Risk Factors
The Company's operating results, financial condition and stock price are subject
to certain risks, some of which are beyond the Company's control. These risks
could cause actual operating and financial results to differ materially from
those expressed in the Company's forward looking statements, including the risks
described below and the risks identified in other documents which are filed and
furnished with the SEC:
Inability to Continue in Operation Without New Equity Investment. The Company
had a negative working capital of $533,400 at March 31, 2005 and experienced
negative cash flow from operations of $900 in the three months ended March 31,
2005. Additionally, it experienced negative cash flow from operations of
$217,200 in the year ended December 31, 2004. Management of the Company believes
that while certain staff reductions initiated in 2003 and continuing into 2004
as well as the move of the Company's operations to a new facility in 2003, will
reduce the Company's negative cash flow, it anticipates that the negative cash
flow will continue until it can achieve revenue increases. Management believes
that it will need to obtain additional capital in the 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 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 improve
its business so as to have a material positive effect on the Company's
operations and cash flow. The Company believes that without additional
9
investment, it may be forced to cease operations at an undetermined future date.
It is uncertain whether the Company's assets will retain any value if the
Company ceases operations. There are no assurances that the Company will be able
to secure additional equity investment before it may be forced to cease
operations.
Inability to Obtain Raw Materials and Products for Resale. The Company's adverse
financial condition has required it to significantly defer payments due vendors
who supply raw materials and other components of the Company's security inks and
security paper that the Company purchases for resale and professional and other
services. As a result, the Company is required to pay cash in advance of
shipment to certain of its suppliers. Delays in shipments to customers caused by
the Company's inability to obtain materials on a timely basis and the
possibility that certain current vendors may permanently discontinue to supply
the Company with needed products could impact the Company's ability to service
its customers and adversely affect its customer and licensee relationships.
While receipt of funds in conjunction with the settlement of the arbitration
with Euro-Nocopi, S.A. and sales of shares of the Company's common stock in 2004
have allowed the Company to continue in operation to the current date, there can
be no assurances that the Company will be able to maintain its vendor
relationships in an acceptable manner.
Uneven Pattern of Quarterly and Annual Operating Results. The Company's
revenues, which are derived primarily from licensing and royalties, are
difficult to forecast due to the long sales cycle of the Company's technologies,
the potential for customer delay or deferral of implementation of the Company's
technologies, the size and timing of inception of individual license agreements,
the success of the Company's licensees and strategic partners in exploiting the
market for the licensed products, modifications of customer budgets, and uneven
patterns of royalty revenue and product orders. As the Company's revenue base is
not substantial, delays in finalizing license contracts, implementing the
technology to initiate the revenue stream and customer ordering decisions can
have a material adverse effect on the Company's quarterly and annual revenue
expectations and, as the Company believes that further reductions in the fixed
component of the Company's operating expenses may not be achievable, income
expectations will be subject to a similar adverse outcome.
Volatility of Stock Price. The market price for the Company's common stock has
historically experienced significant fluctuations and may continue to do so. The
Company has, since its inception, operated at a loss and has not produced
revenue levels traditionally associated with publicly traded companies. The
Company's common stock is not listed on a national or regional securities
exchange and, consequently, the Company receives limited publicity regarding its
business achievements and prospects, few securities analysts and traders follow
it and it is thinly traded. The market price may be affected by announcements of
new relationships or modifications to existing relationships. The stock prices
of many developing public companies, particularly those with small
capitalizations, have experienced wide fluctuations not necessarily related to
operating performance. Such fluctuations may adversely affect the market price
of the Company's common stock.
10
Intellectual Property. The Company relies on a combination of protections
provided under applicable international patent, trademark and trade secret laws.
It also relies on confidentiality, non-analysis and licensing agreements to
establish and protect its rights in its proprietary technologies. While the
Company actively attempts to protect these rights, the Company's technologies
could possibly be compromised through reverse engineering or other means. In
addition, the Company's ability to enforce its intellectual property rights
through appropriate legal action has been and will continue to be limited by the
Company's adverse liquidity. There can be no assurances that the Company will be
able to protect the basis of its technologies from discovery by unauthorized
third parties or to preclude unauthorized persons from conducting activities
that infringe on the Company's rights. The Company's adverse liquidity situation
has also impacted its ability to obtain patent protection on its intellectual
property and to maintain protection on previously issued patents. The Company
has been advised by its patent counsel that patent maintenance fees
approximating $12,000 will be due during 2005. The Company has not yet made a
decision on keeping any or all of these patents in force. There can be no
assurances that the Company will be able to continue to prosecute new patents
and maintain issued patents. As a result, the Company's customer and licensee
relationships could be adversely affected and the value of the Company's
technologies and intellectual property (including their value upon a liquidation
of the Company) could be substantially diminished.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Recently Issued Accounting Pronouncements
In December 2004, the FASB revised SFAS 123, "Accounting for Stock-Based
Compensation" to require all companies to expense the fair value of employee
stock options. SFAS 123R is effective for the first period ending after December
15, 2005 for a small business issuer.
The following recently issued accounting pronouncements are currently not
applicable to the Company.
In January 2003, subsequently revised December 2003, the FASB issued FASB
Interpretation No. 46R ("FIN 46R"), Consolidation of Variable Interest Entities
- An Interpretation of AARB N. 51. FIN 46R requires that if any entity has a
controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN 46R
provisions are effective for all arrangements entered into after January 31,
2003. FIN 46R provisions are required to be adopted for the first period ending
after December 15, 2004 for a small business issuer.
FAS 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity, requires financial instruments within its scope to
be classified as liabilities (or assets
11
in some circumstances). The Statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise effective at the
beginning of the first interim period beginning after June 15, 2003, except for
certain mandatorily redeemable financial instruments. It is to be implemented by
reporting the cumulative effect of a change in an accounting principle for
financial instruments created before the issuance date of the Statement and
still existing at the beginning of the interim period of adoption. Restatement
is not permitted. The effective date of certain provisions of Statement 150 for
certain mandatorily redeemable financial instruments has been deferred by FSP
FAS 150-3. Under the FSP, certain mandatorily redeemable shares are subject to
the provisions of Statement 150 for the first fiscal period beginning after
December 15, 2004. Other mandatorily redeemable shares are deferred indefinitely
but may be subject to classification or disclosure provisions of the Statement.
A table indicating the revised effective dates of Statement 150 for particular
kinds of entities and instruments is available on the FASB website.
12
Item 3. Disclosure Controls and Procedures
The Company's disclosure controls and procedures are designed to provide
reasonable assurance that material information required to be included in its
periodic SEC reports is recorded, processed, summarized and reported within the
time periods specified in the relevant SEC rules and forms. .The Company has
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded, as of the end of the period covered by this report, that the
Company's disclosure controls and procedures are effective.
There have been no changes in the Company's internal controls during our most
recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits
(a) Exhibits
31.1 Certificate of Chief Executive Officer required by Rule
13a-14(a).
31.2 Certificate of Chief Financial Officer required by Rule
13a-14(a).
32. Certificate of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
14
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOCOPI TECHNOLOGIES, INC.
DATE: May 16, 2005 /s/ Michael A. Feinstein, M.D.
------------------------------
Michael A. Feinstein, M.D.
Chairman of the Board
DATE: May 16, 2005 /s/ Rudolph A. Lutterschmidt
----------------------------
Rudolph A. Lutterschmidt
Vice President & Chief Financial Officer