Nocopi Technologies, Inc. (hereinafter "Nocopi", "Registrant" or the "Company") was organized in 1983 to exploit a technology developed by its founders for impeding the reproduction of documents on office copiers. In its early stages of development, Nocopi's business consisted primarily of selling copy resistant paper to protect corporate documents and information. More recently, Registrant has increasingly focused on developing and marketing technologies for document and product authentication which can reduce losses caused by fraudulent document reproduction or by product counterfeiting and/or diversion and, since 2003, on developing specialty reactive inks that it believes have applications in the large Educational and Toy market. Registrant derives revenues by licensing its technologies, both to end-users and to value-added resellers, and by selling products incorporating its technologies and technical support services.

The decline in Registrant's financial condition since the late 1990's has not stabilized or been reversed. By the end of 2002, the decline had led to a severe working capital deficiency and adverse liquidity that threatened and continues to threaten to require the imminent cessation of Registrant's operations. During 2002, Registrant received new capital investments totaling $411,000 from a variety of sources including existing and new stockholders and received $160,400 in loans from three individuals including the Company's Chairman of the Board. In 2003, Registrant received an additional $4,500 in demand loans from its Chairman of the Board. Registrant also repaid its Chairman of the Board $15,000 of the demand loans previously provided by him. During 2004, Registrant received new capital investments totaling $152,100 from three new stockholders and converted demand notes and accrued interest totaling $175,400 into 1,753,940 shares of Registrant's common stock. During 2005, Registrant received $18,000, net of repayments, in demand loans including $3,000, net of repayments, from its Chairman of the Board. In 2006, Registrant received $173,100 in capital investment from five new stockholders and its Chairman of the Board and received demand and short-term loans of $81,000, net of repayments, including $34,000 from its Chairman of the Board and another director.