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

You should read the following discussion together with our audited financial statements and the related notes appearing elsewhere in this report. In addition to historical financial information, this discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Actual results could differ from these expectations as a result of factors including those described under "Cautionary Statement Regarding Forward-Looking Information" and Item 1A, "Risk Factors," and elsewhere in this Annual Report on Form 10-K.

Overview

We focus our sales strategy on individual sales and distribution efforts as well as on the development of a global distribution network that will not only sell, but also install and support our product. DistributionNow (DNOW) joined the Puradyn distributor network in 2016 and became exclusive distributor for the oil and gas industry in September 2017. With 300 locations worldwide, DNOW provides the potential to reach to new markets and customers which we would otherwise not be able to effectively reach, and consistently support our product on a global basis. MNI Diesel, LLC (MNI) joined the Puradyn distributor network in 2012, and in August 2018 became the exclusive distributor of Puradyn products to the commercial marine industry for the Ohio and Mississippi River Valleys and the U.S. Gulf Coast of Texas, Louisiana, Mississippi and Alabama. In addition to the DNOW network and MNI, we currently have approximately 45 distributors and manufacturer representatives that sell and/or service the Puradyn system in the U.S. and internationally. Today our products are found around the world in a number of industries, including oil and gas, power generation, construction and forestry, commercial marine, mining, and transportation.






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2019 business highlights


       ·    Revenues throughout 2019 were negatively impacted by the continued
            delays in expected orders, especially from new customers in the Oil &
            Gas category. Our sales in Oil & Gas were down 79% in 2019 compared to
            the 2018. Customers within the drilling and pressure pumping segments
            are reducing active equipment, which has a combined effect of reduced
            demand of replacement filters among existing customers and the pausing
            of orders by prospective customers. While we believe these orders may
            eventually be received, it has become difficult to predict the timing.
            Two major customers in the midstream category have also delayed orders
            despite the fact that results from their respective pilots met or
            exceeded targets.

       ·    Our efforts to diversify our customer base continue to show promise as
            our Commercial Marine business grew 17% during 2019 compared to 2018.
            In 2019 we secured new business from industry leader, Campbell
            Transportation, who purchased Puradyn systems for their entire fleet.

       ·    A major government contractor that manages the maintenance of
            generators at remote U.S. military operations purchased new systems
            for one of their primary locations.

       ·    We launched a completely updated website at www.puradyn.com including
            an e-commerce component to facilitate direct-to-consumer sales.



2019 financial highlights:


  · A 64% decline in net sales during 2019 compared to 2018;
  · Gross profit margins declined from 41% in 2018 to 14% in 2019; and
  · A net loss of $(1,686,641) for 2019 compared to a loss of $(216,382) in 2018.



Key strategies:


We are focusing our sales and marketing efforts in 2020 on:




       ·    Finding new partners to help broaden Puradyn's reach and relevance
       ·    Continuing to build on our sales momentum in commercial marine and
            power generation to help diversify from historical dependence on the
            Oil & Gas category;
       ·    Re-opening efforts with operators of transit buses and other fleets;
            and
       ·    Further expanding in key international markets through new and
            existing distributors.


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




       ·    Finding new partners for access to capital
       ·    Reducing general and administrative costs to help offset lower sales;
            and
       ·    Managing materials costs and preparing for any impacts from new
            tariffs or supply chain disruption due to COVID-19



Outlook

We attribute the decrease in 2019 sales to a virtual halt of new system orders and reduced filter orders due to oversupply in late 2018 from customers within the Oil & Gas industry. Our primary business segment is now Commercial Marine, which may likely continue to drive the majority of sales in 2020. While the Oil & Gas segment will likely remain weak in 2020 due to continued downsizing of active rigs, we do anticipate an increase in filter demand for the remaining active equipment later in 2020 as customer inventories diminish. We are also continuing to try and finalize a large transit bus opportunity that has been worked on for two years, which is now only being held up by financing on the customer side. And finally, we are working to increase sales with government contractors maintaining large generator fleets for remote operations. Our business in 2020 will likely be negatively impacted by the reduction in customer demand associated to Covid-19 closures, but the degree of this impact is difficult to determine at this time.






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Going Concern

Our financial statements have been prepared on the basis that we will operate as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred net losses each year since inception and have relied on loans from related parties to fund our operations. These recurring operating losses, liabilities exceeding assets and the reliance on cash inflows from our principal stockholder, as set forth above, have led our independent registered public accounting firm Liggett & Webb, P.A. to include a statement in its audit report relating to our audited financial statements for 2019 and 2018 expressing substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities when they become due and to generate profitable operations in the future. There are no assurances that we will have sufficient funds to execute our business plan, pay our obligations as they become due or generate positive operating results.

Critical Accounting Policies and Estimates

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

Recent Accounting Pronouncements

Information concerning recently issued accounting pronouncements is set forth in Note 1 of our Notes to Financial Statements appearing elsewhere in this report.

Results of Operations



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

                                                       Years Ended December 31,
                                                  2019            2018          % change
Net sales                                     $  1,526,429     $ 4,203,556          (64%)
Gross profit                                  $    218,807     $ 1,740,348          (87%)
Total operating costs                            1,498,214       1,629,278           (8%)
Income (loss) from operations                 $ (1,279,407 )   $   111,070       (1,252%)
Total other (expense), net                        (407,234 )      (327,452 )        (24%)
Net loss                                      $ (1,686,641 )   $  (216,382 )         679%

Basic and diluted earnings (loss) per share $ (0.02 ) $ (0.00 ) 679%





Net sales

The decrease in net sales in 2019 as compared to 2018 was driven primarily by a 79% decline in sales to the Oil & Gas segment where customers within the drilling and pressure pumping segments reduced active equipment, which has a combined effect of reduced demand of replacement filters among existing customers and the pausing of new system orders by prospective customers.

Gross profit

The decrease in our gross profit margins in the 2019 periods is attributable to reduced facility utilization and operating efficiencies due to decreased sales which were partially offset by an increase in the reserve for slow moving inventory from amounts recorded in 2018. We have been advised by several of our suppliers that prices for various raw materials are being increased as a result of the loss of some of their primary suppliers and higher prices with their secondary suppliers and the unknown impact of recently enacted tariffs by the current administration. However, we are exploring and implementing measures to help mitigate the impact on our costs. We notified our customers of pricing increases effective October 1, 2018 which varied by product, and we will continue to review cost of materials increases and adopt further pricing action in the future as warranted.






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Total operating costs


Our total operating costs, which include salaries and wages and selling and administrative expenses, increased during 2019 due to increases in early 2019 of salary and advertising expenses which were then offset by cost-cutting measures, including staff reductions and a 20% reduction in factory hours and office salaries that began late in the second quarter of 2019. The additional expense was offset by the impact of two employees who are now being paid only from deferred compensation. The increase also attributable to increases in non-cash expenses associated with stock compensation to employees and our decision to restart targeted advertising. The Company also recorded an expense of $66,234 in 2019 for the impairments of patents as it could not identify any future economic value. We anticipate that our selling and administration expenses will increase slightly throughout 2020, inclusive of communication costs, office supplies, and other components of administrative expenses, although we are unable at this time to quantify the amount of this expected increase.

Total other expense, net

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

LIQUIDITY AND CAPITAL RESOURCES

We had cash on hand of $77,516 and a working capital deficit of $2,820,926 at December 31, 2019 as compared to cash on hand of $112,769 and a working capital deficit of $1,603,639 at December 31, 2018. Our current ratio (current assets to current liabilities) was .27 to 1 at December 31, 2019 as compared to .45 to 1 at December 31, 2018. The increase in negative working capital is primarily attributable to a decrease in accounts receivable and increases in operating lease liabilities, short-term loan and notes payable - stockholders which were offset by decreases in accrued liabilities and deferred compensation and increase in inventory. We do not currently have any commitments for capital expenditures.

Our net sales are not sufficient to pay our operating expenses or satisfy our obligations as when they become due. Historically, we have been materially reliant on working capital advances from our Executive Chairman to address our liquidity and working capital issues through the utilization of the borrowing agreement with him. In 2019 we borrowed an additional $833,000 from him under short-term demand notes. In addition, the Company received additional loans in the amount of $50,000 from a related party to both the Company's Executive Chairman and its Chief Executive Officer, as advances for working capital needs.

On March 25, 2019 we entered into a note exchange agreement with our Executive Chairman pursuant to which he exchanged $7,989,622 of principal and $395,510 of accrued interest which was due on December 31, 2019 under an unsecured loan for a secured promissory note in the principal amount of $8,385,132. The note, which matures on December 31, 2021, bears interest at 4% per annum, payable monthly, and is secured by a first position security interest in our assets. In addition, we owe him $1,158,000 for other working capital advances which are due on demand. Subsequent, he subordinated his first position security interest to additional secured lenders.

We also owe two of our executive officers and two former employees $1,542,423 in deferred cash compensation at December 31, 2019, which represents 40% of our current liabilities on that date. These current and former employees agreed to defer a portion of their compensation to assist us in managing our cash flow and working capital needs. As there is no written agreement with these current and former employees which memorializes the terms of salary deferral, only an election to do so, it is possible these individuals could demand payment in full at any time or elect to no longer defer their salaries, or reduce the amount they currently defer One employee has formally demanded the full repayment of his remaining deferred compensation. Unless we are successful in raising additional capital, we are unable to satisfy this or any other demands by these officers and employees for full payment of these obligations, of which there are no assurances.

Our net sales are not sufficient to pay our operating expenses. Our capital requirements depend on a number of factors, including our ability to increase revenues, increase gross profit margins and control our expenses. Over the past few years we have not had any external sources of liquidity, and our discussions with third parties for potential investments have not been successful. We historically have encountered resistance from potential investors on a variety of fronts, including our revenue levels, operating losses, and the amount of debt due to our Executive Chairman. At December 31, 2019 we owe him in excess of $9 million. He is not obligated to lend us any additional funds and a substantial amount of what we owe him is secured by our assets under the terms of a secured note which matures in December 2021. He has advised us that he does not expect to continue to provide working capital advances to the Company at historic levels, if at all.






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Accordingly, during October 2019 we obtained a one year $43,100 principal amount, high-interest secured loan from a third party commercial lender to provide operating capital. While our Executive Chairman subordinated his first position security interest in our assets to accommodate our need to take out this loan, there are no assurances we will do so in the future should we be forced to seek additional third party loans. On March 9, 2020 the Company entered into a Revolving Credit Agreement with Christian Meissner pursuant to which Mr. Meissner agreed to make a $250,000 credit line available to us from time to time until September 30, 2020. Under the terms of the Agreement, amounts we borrow from Mr. Meissner will be evidenced by a 5% Senior Secured Revolving Note. The Note will pay interest at the rate of 5% per annum, matures on September 30, 2020 and our obligations thereunder are secured by a first position security interest in our assets as evidenced by a Security Agreement of even date by and between the Company and Mr. Meissner. Our secured creditor, Mr. Joseph V. Vittoria, our Executive Chairman, entered a Subordination Agreement subordinating his first position security interest in our assets which secures a Senior Secured Promissory Note in the principal amount of $8,385,132 due Mr. Vittoria to Mr. Meissner. On March 9, 2020 we drew an initial $100,000 under this credit line and on March 12, 2020 used $33,618 of the proceeds to satisfy our obligations under the Business Loan Agreement with Kabbage dated October 24, 2019. We are using the balance of the proceeds for working capital.

Given our declining revenues, history of losses and debt levels, we face a number of challenges in our ability to raise capital from third parties. Our ability to provide for our current working capital needs, pay our obligations as they become due, grow our company, and continue our existing business and operations is in jeopardy. If we are unsuccessful in our efforts to significantly increase our net sales over sustained quarters and/or raise significant outside capital, we will no longer be able to continue as a going concern. The adverse impact of the Covid-19 pandemic on our business and operations as discussed earlier in this report is further exacerbating our already precarious financial position. It is possible that we may elect to seek bankruptcy protection if our operations continue to be adversely impacted to levels which make our ability to continue as a going concern unachievable. In that event, you would lose all of your investment in our company.




Summary cash flows

                                                   Years Ended
                                                  December 31,
                                               2019           2018

Net cash (used) by operating activities $ (945,916 ) $ (187,222 ) Net cash (used) by investing activities $ (11,845 ) $ (102,277 ) Net cash provided by financing activities $ 922,508 $ 347,830

During 2019 net cash used by our operating activities was principally related to an increase in inventory, which was offset by decreases in accrued liabilities and accounts receivable. During 2019, the Company entered into an accounts receivable financing agreement, similar to accepting credit cards, which improved cash flow by accelerating accounts receivable. The increases in inventory and accounts payable were a result of the Company's expected increase in sales and timing of receiving raw materials. The decrease in accrued liabilities was mainly the result of the conversion of $395,510 of accrued interest into a note payable. During 2018 net cash used by our operating activities was principally related to increases in inventory, accounts receivable and offset by increases in accounts payable and accrued liabilities. The increases in accounts receivable as well as the corresponding increases in inventory and accounts payable were a result of the Company's expected increase in sales and timing of receiving raw materials

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

During 2019, net cash provided by financing activities represented increase in notes payable to stockholder and proceed of $43,000 from a short-term loan, net of repayment of short-term loan. During 2018, net cash provided by financing activities represented increase in notes payable to stockholders, net of capital lease payments and repayments of note payable to stockholders.

Off Balance Sheet Arrangements

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





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ITEM 7A.

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