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<P ALIGN=RIGHT><FONT SIZE=2>As filed with the Securities and Exchange
Commission on September 16,
2010</FONT></P>

<P ALIGN=RIGHT><FONT SIZE=2>Registration No. __________________</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>UNITED
STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>FORM
S-8</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="100%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2><B>PURADYN FILTER TECHNOLOGIES INCORPORATED</B></FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>(Exact
name of registrant as specified in its charter)</FONT></P>
</TD>
</TR>
</TABLE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="54%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="7%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="7%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="31%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2><B>Delaware</B></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2><B>14-1708544</B></FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>(State
or other jurisdiction of incorporation or organization)</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>(I.R.S.
Employer Identification No.)</FONT></P>
</TD>
</TR>
</TABLE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="53%" VALIGN=TOP>
<P STYLE='MARGIN-RIGHT:0IN;MARGIN-LEFT:17.3PT;TEXT-INDENT:-8.65PT'>&nbsp;</P>
</TD>
<TD WIDTH="6%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="6%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="32%" VALIGN=TOP>
<P ALIGN=CENTER>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2><B>2017 High Ridge Road, Boynton Beach, FL</B></FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2><B>33426</B></FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>(Address
of Principal Executive Offices)</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>(Zip
Code)</FONT></P>
</TD>
</TR>
</TABLE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="100%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2><B>2010 Stock Option Plan</B></FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>(Full
title of the plan)</FONT></P>
</TD>
</TR>
</TABLE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="100%" VALIGN=TOP>
<P ALIGN=CENTER>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2><B>Mr. Joseph V. Vittoria</B><BR>
<B>Chief
Executive Officer</B><BR>
<B>Puradyn
Filter Technologies Incorporated</B><BR>
<B>2017
High Ridge Road</B><BR>
<B>Boynton
Beach, Fl 33426</B></FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>(Name
and address of agent for service)</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2><I>With a
copy to:</I></FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2><B>James M. Schneider, Esq.</B><BR>
<B>Schneider
Weinberger &amp; Beilly LLP</B><BR>
<B>2200
Corporate Boulevard N.W., Suite 210</B><BR>
<B>Boca
Raton, Florida 33431</B><BR>
<B>telephone
(561) 362-9595</B><BR>
<B>telecopier
(561) 362-9612</B></FONT></P>
</TD>
</TR>
</TABLE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="100%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2><B> (561) 547-9499</B></FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>(Telephone
number, including area code, of agent for service)</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of &#147;large accelerated filer,&#148; &#147;accelerated filer&#148; and &#147;smaller
reporting company&#148; in Rule 12b-2 of the Exchange Act.</FONT></P>

<TABLE align=center BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="80%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="37%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="8%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="44%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="9%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Large
accelerated filer</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2 FACE=WINGDINGS>o</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Accelerated
filer</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2 FACE=WINGDINGS>o</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Non-accelerated
filer</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2 FACE=WINGDINGS>o</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Smaller
reporting company</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2 FACE=WINGDINGS>x</FONT></P>
</TD>
</TR>
</TABLE>
<P ALIGN=CENTER><FONT SIZE=2>1</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P ALIGN=CENTER><FONT SIZE=2><B>CALCULATION
OF REGISTRATION FEE</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="37%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="2%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="1%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="11%" VALIGN=BOTTOM>
<P ALIGN=RIGHT>&nbsp;</P>
</TD>
<TD WIDTH="2%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="1%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="11%" VALIGN=BOTTOM>
<P ALIGN=RIGHT>&nbsp;</P>
</TD>
<TD WIDTH="2%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="1%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="10%" VALIGN=BOTTOM>
<P ALIGN=RIGHT>&nbsp;</P>
</TD>
<TD WIDTH="2%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="1%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="11%" VALIGN=BOTTOM>
<P ALIGN=RIGHT>&nbsp;</P>
</TD>
<TD WIDTH="1%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=BOTTOM STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P><FONT SIZE=2><B>Title of securities to be registered</B></FONT></P>


</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD COLSPAN=2 VALIGN=BOTTOM STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2><B>Amount to<BR>be registered</B></FONT></P>


</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD COLSPAN=2 VALIGN=BOTTOM STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2><B>Proposed<BR>
maximum<BR>
offering price<BR>
per share</B></FONT></P>


</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD COLSPAN=2 VALIGN=BOTTOM STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2><B>Proposed<BR>
maximum<BR>
aggregate<BR>
offering price</B></FONT></P>


</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD COLSPAN=2 VALIGN=BOTTOM STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2><B>Amount of<BR>
registration<BR>fee</B></FONT></P>


</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=2>Common stock, par value
$0.01 per share <SUP>(1)(2)</SUP></FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=center><FONT SIZE=2>2,000,000</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=center><FONT SIZE=2>$0.21</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=center><FONT SIZE=2>$420,000</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=center><FONT SIZE=2>$30</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2><SUP> (1)</SUP>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Includes
570,000 shares of our common stock underlying outstanding options which are
exercisable at $0.21 per share and 1,430,000 shares of our common stock which
may be issuable upon future grants under the 2010 Stock Option Plan. Estimated solely for purposes of calculating
the registration fee pursuant to Rule 457 under the Securities Act of 1933 based
on the average of the bid and asked price of the common stock as reported on
the OTC Bulletin Board on September 13, 2010.</FONT></P>

<P><FONT SIZE=2><SUP> (2)</SUP>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent permitted by Rule 416, this
registration statement also covers such additional number of shares of common
stock as may be issuable as a result of the anti-dilution provisions of the
options granted under the 2010 Stock Option Plan in the event of stock splits,
stock dividends or similar transactions. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>PART I</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="12%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="88%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Item 1.</B></FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Plan Information.</B></FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
established the 2010 Stock Option Plan (the &#147;2010 Plan&#148;) effective July 29,
2010 covering 2,000,000 shares of our common stock to permit us to offer to our
employees, officers, directors and consultants whose past, present and/or
potential contributions to our company have been, are or will be important to
our success, an opportunity to acquire a proprietary interest in Puradyn Filter
Technologies Incorporated. The issuance of grants under the plan will be made
to persons who are closely related to us and who provide bona fide services to
us in connection with our business which are not in connection with the offer
of sale of our securities in a capital raising transaction and do not directly
or indirectly promote or maintain a market for our securities. Grants of
options or shares may be awarded under the plan pursuant to individually
negotiated compensation contracts or as determined and/or approved by our Board
of Directors. The eligible participants include our directors, officers,
employees and non-employee consultants and advisors. There is no limit as to
the number of securities that may be awarded under the 2010 Stock Option Plan
to a single participant. As of September 13, 2010 we have issued options under
the 2010 Stock Option Plan to purchase an aggregate of 570,000 shares of our
common stock with an exercise price of $0.21 per share.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Options
granted under the 2010 Plan are subject to restrictions of transfer. The 2010
Plan does not require restrictions on the transferability of shares of our
common stock issued upon the exercise of the options which may be granted under
the plan. However, such securities may be restricted as a condition to their
issuance where the Board of Directors deems such restrictions appropriate. The
2010 Plan is not subject to the Employee Retirement Income Securities Act of
1974. </FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="12%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="88%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Item 2.</B></FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Registrant Information and Employee Plan Annual Information.</B></FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
written or oral request, any of the documents incorporated by reference into
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in this Section 10(a) prospectus), other documents
required to be delivered to recipients pursuant to Rule 428(b) are available
without charge by contacting us. Any and all such requests shall be directed to
Puradyn Filter Technologies Incorporated at our principal office at 2017 High
Ridge Road, Boynton Beach, Florida 33426, telephone number (561) 547-9499,
attention Corporate Secretary.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>2</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2><B>THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
PASSED ON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
person has been authorized by us to give any information or to make any
representation other than as contained in this prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of common stock issuable under the terms of the 2010 Plan shall,
under any circumstances, create any implication that there has been no change
in our affairs since the date hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
principal offices are located at 2017 High Ridge Road, Boynton Beach, Florida
33426. Our fiscal year end is December 31. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
IN SUCH STATE. </B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>REOFFER PROSPECTUS</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>PURADYN
FILTER TECHNOLOGIES INCORPORATED</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>2,000,000 Shares of Common Stock</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
prospectus forms a part of a registration statement, which registers an
aggregate of 2,000,000 shares of common stock issued or issuable from
time-to-time under the Puradyn Filter Technologies Incorporated 2010 Stock
Option Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
prospectus also covers the resale of shares issued upon the exercise of options
granted under the 2010 Stock Option Plan by persons who are our &#147;affiliates&#148;
within the meaning of federal securities laws. Affiliated selling security
holders may sell all or a portion of the shares from time to time in the
over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and at market prices prevailing at the time of such sales
or at negotiated prices, but which may not exceed 1% of our outstanding common
stock in any three month period. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
will not receive any proceeds from sales of shares by selling security holders.
</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
a description of the plan of distribution of these shares, please see page 15
of this prospectus.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
common stock is quoted on the OTC Bulletin Board. On September 13, 2010 the
last sale price of our common stock was $0.21.</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="40%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="20%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="40%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P><FONT SIZE=1>&nbsp;</FONT></P>


</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Investing in
our common stock involves a high degree of risk. See &#147;Risk Factors&#148; beginning
on page 5 of this prospectus to read about the risks of investing in our common
stock. </B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="40%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="20%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="40%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P><FONT SIZE=1>&nbsp;</FONT></P>


</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the
Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>The date of this prospectus is September
____, 2010.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>3</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P ALIGN=CENTER><FONT SIZE=2><B>TABLE
OF CONTENTS</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="85%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="6%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="8%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>Page No.</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A001_V1">Available Information</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>4</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A002_V1">Incorporation of Certain Documents by Reference</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>4</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A003_V1">Our Company</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>5</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A004_V1">Risk Factors</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>5</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A005_V1">Cautionary Statement Regarding Forward-Looking Information</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>9</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A006_V1">Use of Proceeds</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>9</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A007_V1">Puradyn Filter Technologies Incorporated 2010 Stock Option Plan</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>9</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A008_V1">Selling Security Holders</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>13</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A009_V1">Plan of Distribution</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>14</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A010_V1">Description of Securities</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>15</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A011_V1">Legal Matters</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>16</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A012_V1">Experts</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>17</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><A HREF="#A104625A013_V1">Indemnification</A></FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=RIGHT><FONT SIZE=2>17</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When
used herein, the terms &#147;Puradyn,&#148; &#147;we,&#148; &#147;our,&#148; and &#147;us&#148; refers to Puradyn
Filter Technologies Incorporated, a Delaware corporation, and our subsidiary.
In addition, when used herein &#147;2008&#148; refers to the fiscal year ended December
31, 2008, &#147;2009&#148; refers to the fiscal year ended December 31, 2009 and &#147;2010&#148;
refers to the fiscal year ending December 31, 2010. The information which appears
on our website at www.puradyn.com is not part of this prospectus.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>A<A NAME="A104625A001_V1"></A>VAILABLE
INFORMATION</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
are subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and, in accordance therewith, we file reports, proxy statements
and other information with the Securities and Exchange Commission (SEC).
Certain of our SEC filings are available over the Internet at the SEC&#146;s web
site at http://www.sec.gov. You may also read and copy any document we file
with the SEC at its public reference facilities:</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="15%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="85%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Public
Reference Room Office</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>100 F
Street, N.E.</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Room 1580</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Washington,
D.C. 20549</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
may also obtain copies of the documents at prescribed rates by writing to the
Public Reference Section of the SEC at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. Callers in the United States can also call
1-202-551-8090 for further information on the operations of the public
reference facilities.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>I<A NAME="A104625A002_V1"></A>NCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents filed by us with the SEC are incorporated herein by
reference and made a part hereof:</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="90%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Annual
Report on Form 10-K for the year ended December 31, 2009,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Current
Report on Form 8-K as filed on April 16, 2010,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Current
Report on Form 8-K as filed on April 21, 2010,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Quarterly
Report on Form 10-Q for the period ended March 31, 2010,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Current
Report on Form 8-K as filed on May 25, 2010</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Current
Report on Form 8-K as filed on August 5, 2010</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Current
Report on Form 8-K as filed on August 16, 2010 and</FONT></P>
</TD>
</TR>

<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Quarterly
Report on Form 10-Q for the period ended June 30, 2010.</FONT></P>
</TD>
</TR>
</TABLE>
<P ALIGN=CENTER><FONT SIZE=2>4</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<BR>



<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition, all reports and documents filed by us pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the respective date of filing of such documents. Any statement
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this prospectus. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
hereby undertake to provide without charge to each person, including any
beneficial owner, to whom a copy of the prospectus has been delivered, on the
written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Puradyn Filter Technologies
Incorporated, 2017 High Ridge Road, Boynton Beach, Florida 33426, telephone
number (561) 547-9499.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>O<A NAME="A104625A003_V1"></A>UR COMPANY</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
design, manufacture, market and distribute worldwide the <B>pura</B>DYN<SUP>&reg;</SUP>bypass oil filtration
system (the <I>&#147;Puradyn&#148;</I>) for use
with substantially all internal combustion engines and hydraulic equipment that
use lubricating oil. Working in conjunction with an engine&#146;s full-flow oil
filter, the <I>Puradyn </I>system cleans
oil by continually removing solid, liquid and gaseous contaminants from the oil
through a sophisticated and unique filtration and evaporation process. For
engine lubricating oil, our filters incorporate an additive package. Because <I>Puradyn</I> filtered lubricating oil is kept
in a continually clean state, our system has been used effectively to extend
oil-drain intervals and to extend the time between engine overhauls. We are
also the exclusive manufacturer of the disposable replacement filter elements
for the <I>Puradyn</I>.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>R<A NAME="A104625A004_V1"></A>ISK FACTORS</B></FONT></P>

<P><FONT SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An
investment in our common stock involves a significant degree of risk. You
should not invest in our common stock unless you can afford to lose your entire
investment. You should consider carefully the following risk factors and other
information in this prospectus before deciding to invest in our common stock.</I></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="100%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2><B>RISKS RELATED TO OUR COMPANY</B></FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>WE HAVE A HISTORY OF LOSSES AND OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM HAS SUBSTANTIAL DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN. </B></FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have incurred substantial operating and net losses, as well as negative
operating cash flows, since our inception through June 30, 2010. For 2009 and
2008, we reported net losses of $2,070,598 and $2,644,547 and for the six
months ended June 30, 2010 we reported a net loss of $705,289. At June 30,
2010, we had an accumulated deficit of $51,245,644. These recurring operating
losses, liabilities exceeding assets and the reliance on cash inflows from an
institutional investor and our Chairman and CEO have led our independent
registered public accounting firm to include a statement in its audit report
relating to our audited consolidated financial statements for 2009 and 2008
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. We have no firm commitments from any third party to provide this
financing and we cannot assure you we will be successful in raising working
capital as needed. 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
and it is possible that we will be required to cease some or all of our
operations if we are not successful in raising capital as needed. In that
event, you could lose your entire investment in our company.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>5</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>


<P><FONT SIZE=2><B>OUR NET SALES ARE NOT SUFFICIENT TO FUND OUR
OPERATING EXPENSES AND OUR SALES HAVE REMAINED RELATIVELY FLAT OVER THE PAST
SEVERAL YEARS. THERE ARE NO ASSURANCES WE WILL BE ABLE TO INCREASE OUR SALES,
IN THE NEAR FUTURE, TO A LEVEL WHICH WILL FUND OUR OPERATING EXPENSES. </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
used cash in operations of $1,136,119 and $2,313,095 in 2009 and 2008,
respectively, and $595,577 for the six months ended June 30, 2010. While our
net sales declined 13% for 2009 from 2008, our sales for the six months ended
June 30, 2010 were 39.7% higher than the same time period in 2009. Our
operating expenses decreased 28% in 2009 from 2008 and have remained relatively
constant into 2010. Our net sales have never been sufficient to fund our
operating expenses. During 2009 and into 2010 we continue to implement cost
reductions in an effort to improve margins, including securing alternative
suppliers for raw materials and manufacturing and we anticipate these cost
reductions will impact our results of operations during the balance of 2010 and
beyond. As long as our cash flow from operations remains insufficient to fund
our operations, we will continue depleting our cash and other financial
resources. Our failure to achieve profitable operations in future periods will
adversely affect our ability to continue as a going concern. In this event, you
could lose all of your investment in our company.</FONT></P>

<P><FONT SIZE=2><B>WE NEED ADDITIONAL FINANCING WHICH WE MAY NOT
BE ABLE TO OBTAIN ON ACCEPTABLE TERMS. IF WE CANNOT RAISE ADDITIONAL CAPITAL AS
NEEDED, OUR ABILITY TO EXECUTE OUR GROWTH STRATEGY AND FUND OUR ONGOING
OPERATIONS WILL BE IN JEOPARDY. </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Historically,
our operations have been financed primarily through a credit line from our
Chairman and Chief Executive Officer, as well as the issuance of equity and
short-term loans. Our future capital requirements, however, depend on a number of
factors, including our ability to internally grow our revenues, manage our
business and control our expenses. At June 30, 2010, we had a working capital
deficit of $101,552 as compared to a working capital deficit of $198,476 at
December 31, 2009. We need to raise additional capital to fund our ongoing
operations, pay our existing obligations and for future growth of our company.
We do not have any commitments for additional capital and we cannot assure you
that any additional capital will be available to us in the future upon terms
acceptable to us. Given our history of losses, debt levels and general
uncertainties of the capital markets, we face a number of challenges in our
ability to raise capital. If we do not raise funds as needed, our ability to provide
for current working capital needs, pay our obligations as they become due, grow
our company, and continue our existing business and operations is in jeopardy.
In this event, you could lose all of your investment in our company.</FONT></P>

<P><FONT SIZE=2><B>WE OWE OUR CHAIRMAN AND CEO $6.3 MILLION
WHICH IS DUE BY DECEMBER 31, 2011. </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since
March 2002, our Chairman and CEO has been providing funding to us for working
capital on an unsecured basis. At June 30, 2010, we owed him $6,291,914. This
loan is due:</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="90%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>on December
31, 2011, or </FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>at such time
as we have raised an additional $7 million over the $3.5 million raised in
prior offerings, or </FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>at such time
as we are operating within sufficient cash flow parameters to sustain
operations, or </FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>until a
disposition of our company, such as an acquisition or merger, occurs. </FONT></P>
</TD>
</TR>
</TABLE>
<P ALIGN=CENTER><FONT SIZE=2>6</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
do not have sufficient funds to pay this loan when it becomes due and there are
no assurances our Chairman and CEO will extend the due date. While the loan is
unsecured, this obligation makes it more difficult for us to secure the
additional financing we need to fund our operations.</FONT></P>

<P><FONT SIZE=2><B>WE RELY ON SALES TO A LIMITED NUMBER OF
CUSTOMERS AND THERE ARE NO ASSURANCES THAT THESE CUSTOMERS WILL CONTINUE TO
PURCHASE PRODUCTS FROM US.</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
are dependent upon sales to a limited number of customers. During 2009 two
customers individually accounted for 22% and 11% (for a total of 33%) of our
net sales. During 2008 two customers together accounted for 34% of our net
sales. We do not have contracts with our customers and the loss of sales from
one or more of these customers could materially impact our results of
operations in future periods.</FONT></P>

<P><FONT SIZE=2><B>WE ARE DEPENDENT ON A LIMITED NUMBER OF
SUPPLIERS. WHILE WE HAVE IDENTIFIED ALTERNATIVE SOURCES FOR VARIOUS MATERIALS
WE USE, A TEMPORARY DISRUPTION IN OUR ABILITY TO PROCURE NECESSARY MATERIALS
AND PARTS COULD ADVERSELY IMPACT OUR NET SALES IN FUTURE PERIODS.</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
substantial portion of the component parts to our products are manufactured by
various suppliers for assembly by us. We believe the relationships with our
suppliers are satisfactory and that alternative suppliers are available if
relationships falter or existing suppliers should become unable to keep up with
our requirements. However, there can be no assurance that our current or future
suppliers will be able to meet our requirements on commercially reasonable
terms or within scheduled delivery times. An interruption of our arrangements
with suppliers could cause a delay in the production of our products for timely
delivery to distributors and customers which could result in a loss of sales
revenue in future periods.</FONT></P>

<P><FONT SIZE=2><B>WE FACE COMPETITION FROM A NUMBER OF
COMPANIES AND THERE ARE NO ASSURANCES WE CAN EFFECTIVELY COMPETE IN OUR SECTOR.</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There
are a number of companies which sell bypass oil filtration systems. Most of our
competitors have more capital, greater brand recognition, larger customer bases
and significantly greater financial, technical and marketing resources than we
do. These competitors may also engage in more extensive development of their
technologies, adopt more aggressive pricing policies and establish more
comprehensive marketing and advertising campaigns than we can. While we believe
that our product is superior in performance to our competitors&#146; products, there
are no assurances our belief is correct. For these and other reasons, our
competitors&#146; products may achieve greater acceptance in the marketplace than
our own, limiting our ability to gain market share and customer loyalty and to
generate sufficient revenues to achieve a profitable level of operations. </FONT></P>

<P><FONT SIZE=2><B>IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL
PROPERTY OUR ABILITY TO CONDUCT OUR BUSINESS AS IT IS PRESENTLY CONDUCTED IS IN
JEOPARDY.</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
success is heavily dependent on our proprietary technology and we rely on a
combination of contractual rights, patents, trade secrets, trademarks and
non-disclosure agreements to establish and protect our proprietary rights.
There can be no assurances that the steps we take to protect our proprietary
rights will be adequate to prevent misappropriation of the technology or
independent development by others of products with features based upon, or
otherwise similar to, our products. In addition, although we believe that any
new technology currently in development or patent pending has been
independently developed and does not infringe on the proprietary rights of
others, there can be no assurance that we are correct or that third parties
will not assert infringement claims against us in the future. If instituted,
there can be no assurances we will have adequate resources to defend a patent
infringement or other proprietary rights infringement action. If we are unable
to adequately protect our proprietary rights or if other products should be
developed which are substantially similar to ours, our ability to continue our operations as
they are presently conducted could be in jeopardy and we could be forced to
cease operations.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>7</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>


<P><FONT SIZE=2><B>THE EXERCISE OF OUTSTANDING WARRANTS AND OPTIONS
WILL BE DILUTIVE TO OUR EXISTING STOCKHOLDERS.</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
September 13, 2010, we had 46,010,437 shares of our common stock issued and
outstanding and the following securities, which are exercisable into shares of
our common stock, were outstanding:</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="3%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="92%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>4,558,975
shares of our common stock issuable upon the exercise of warrants with
exercise prices ranging from $0.50 to $1.25 per share; and</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>1,931,583
shares of our common stock issuable upon the exercise of options with
exercise prices ranging from $0.14 per share to $9.25 per share.</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
issuance of these shares will be dilutive to our existing stockholders.</FONT></P>

<P><FONT SIZE=2><B>BECAUSE OUR STOCK CURRENTLY TRADES BELOW
$5.00 PER SHARE, AND IS QUOTED ON THE OTC BULLETIN BOARD, OUR STOCK IS
CONSIDERED A &#147;PENNY STOCK&#148; WHICH CAN ADVERSELY AFFECT ITS LIQUIDITY.</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
the trading price of our common stock is less than $5.00 per share, and our
common stock is quoted in the over the counter market, our common stock is
considered a &#147;penny stock,&#148; and trading in our common stock is subject to the
requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under
this rule, broker/dealers who recommend low-priced securities to persons other
than established customers and accredited investors must satisfy special sales
practice requirements. The broker/dealer must make an individualized written
suitability determination for the purchaser and receive the purchaser&#146;s written
consent prior to the transaction. SEC regulations also require additional disclosure
in connection with any trades involving a &#147;penny stock,&#148; including the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and its associated risks. These requirements
severely limit the liquidity of our common stock in the secondary market
because few brokers or dealers are likely to undertake these compliance
activities. Purchasers of our common stock may find it difficult to resell the
shares in the secondary market.</FONT></P>

<P><FONT SIZE=2><B>PROVISIONS OF OUR CERTIFICATE OF
INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A TAKE-OVER WHICH MAY NOT BE IN
THE BEST INTERESTS OF OUR STOCKHOLDERS.</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provisions
of our Certificate of Incorporation and Bylaws may be deemed to have
anti-takeover effects, which include when and by whom special meetings of our
stockholders may be called, and may delay, defer or prevent a takeover attempt.
In addition, certain provisions of the Delaware General Corporation Law also
may be deemed to have certain anti-takeover effects which include that control
of shares acquired in excess of certain specified thresholds will not possess
any voting rights unless these voting rights are approved by a majority of a
corporation&#146;s disinterested stockholders. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further,
our Certificate of Incorporation authorizes the issuance of up to 50,000 shares
of preferred stock with such rights and preferences as may be determined from
time to time by our Board of Directors in their sole discretion. Our Board of
Directors may, without stockholder approval, issue series of preferred stock
with dividends, liquidation, conversion, voting or other rights that could
adversely affect the voting power or other rights of the holders of our common
stock.</FONT></P>



<P ALIGN=CENTER><FONT SIZE=2>8</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<P><FONT SIZE=2><B>THIS PROSPECTUS
PERMITS SELLING SECURITY HOLDERS WHO ARE OUR AFFILIATES TO RESELL THEIR SHARES.
IF THEY DO SO, THE MARKET PRICE FOR OUR SHARES MAY FALL AND PURCHASERS OF OUR
SHARES MAY BE UNABLE TO RESELL THEM.</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
prospectus includes shares being offered by affiliates. To the extent that
these shares are sold into the market for our shares, there may be an
oversupply of shares and an undersupply of purchasers. If this occurs the
market price for our shares may decline significantly and investors may be
unable to sell their shares at a profit, or at all.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>C<A NAME="A104625A005_V1"></A>AUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain
statements in this prospectus contain or may contain forward-looking statements
that are subject to known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. These forward-looking statements
were based on various factors and were derived utilizing numerous assumptions
and other factors that could cause our actual results to differ materially from
those in the forward-looking statements. These factors include, but are not
limited to</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="3%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="92%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>our history of losses and uncertainty that
we will be able to continue as a going concern,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>our ability to generate net sales in an
amount to pay our operating expenses,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>our need for additional financing and
uncertainties related to our ability to obtain these funds,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>our ability to repay the outstanding debt
of $6,291,914 at June 30, 2010 due our Chairman and CEO,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>our reliance on sales to a limited number
of customers,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>our dependence on a limited number of
distributors,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>our ability to compete,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>our ability to protect our intellectual
property,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>market overhang issues, and</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>the application of Penny Stock Rules to the
trading in our stock.</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Most
of these factors are difficult to predict accurately and are generally beyond
our control. You should consider the areas of risk described in connection with
any forward-looking statements that may be made herein. Readers are cautioned
not to place undue reliance on these forward-looking statements and readers
should carefully review this prospectus and our Annual Report on Form 10-K for
the year ended December 31, 2010, including the risks described in Part I. Item 1A. Risk Factors, together with
our subsequent filings with the Securities and Exchange Commission in their
entirety. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. These
forward-looking statements speak only as of the date of this prospectus, and
you should not rely on these statements without also considering the risks and
uncertainties associated with these statements and our business.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>U<A NAME="A104625A006_V1"></A>SE OF PROCEEDS</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
will not receive any proceeds upon the sale of shares by the selling security
holders.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>P<A NAME="A104625A007_V1"></A>URADYN
FILTER TECHNOLOGIES INCORPORATED<BR>2010 STOCK
OPTION PLAN</B></FONT></P>

<P><FONT SIZE=2><B>Introduction</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following descriptions summarize certain provisions of our 2010 Stock Option
Plan (the &#147;2010 Plan&#148;). This summary is not complete and is qualified by
reference to the full text of the plan, a copy of which has been filed as an
exhibit to the registration statement of which this prospectus is a part. Each
person receiving a plan option under the 2010 Plan should read the plan in its
entirety. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>9</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On July 29,
2010, our Board of Directors authorized the 2010 Plan. Our Board
of Directors adopted the 2010 Plan to permit us to offer to our employees,
officers, directors and consultants whose past, present and/or potential
contributions to our company have been, are or likely to be, important to our
success an opportunity to acquire a proprietary interest in Puradyn. We believe
that the types of long-term incentive awards that may be provided under the
2010 Plan will enable us to respond to changes in compensation practices, tax
laws, accounting regulations and the size and diversity of our businesses.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 2010
Plan authorizes the grant of:</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="90%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>options
which quality as &#147;incentive stock options&#148; (&#147;ISOs&#148;) under Section 422(b) of
the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;); and</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>options
which do not qualify as ISOs (&#147;non-qualified options&#148; or &#147;NSOs&#148;).</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
issuance of grants under the 2010 Plan will be made to persons who are closely
related to us and who provide bona fide services to us in connection with our
business. Under Federal securities laws, these services cannot be in connection
with the offer of sale of our securities in a capital raising transaction nor
directly or indirectly promote or maintain a market for our securities. We have
currently reserved 2,000,000 of our authorized but unissued shares of common
stock for issuance under the 2010 Plan. As of September 13, 2010 we have
granted options to purchase 570,000 shares of our common stock at an exercise
price of $0.21 per share under the 2010 Plan. This prospectus covers the resale
of the shares of common stock underlying those options as well as grants we may
make in the future under the 2010 Plan.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
2010 Plan is administered by our Board of Directors or the Compensation
Committee of the Board of Directors (the &#147;Committee&#148;). The Board of Directors
or the Committee determines from time to time to whom plan options are to be
granted, the terms and provisions of the respective option agreements, the time
or times at which such options shall be granted, the type of options to be
granted, the dates such plan options become exercisable, the number of shares
subject to each option, the purchase price of such shares and the form of
payment of such purchase price. All other questions relating to the
administration of the 2010 Plan, and the interpretation of the provisions
thereof and of the related option agreements, are resolved by the Board or
Committee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
term of each plan option and the manner in which it may be exercised is
determined by the Board of Directors or the compensation committee, provided
that no option may be exercisable more than 10 years after the date of its grant
and, in the case of an incentive option granted to an eligible employee owning
more than 10% of the common stock, no more than five years after the date of
the grant. Unless the 2010 Plan is approved by our stockholders by July 29,
2011, no incentive stock options may be granted and all incentive stock options
that may have been previously granted shall automatically be converted into
non-qualified options.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
exercise price per share for each NSO granted cannot be less 75% of the fair
market value of our common stock on the date of grant and the exercise price
per share for each ISO granted cannot be less than the fair market value per
share of common stock on the date of such grant. In the case of an ISO to be
granted to an employee owning stock possessing more than 10% of the total
combined voting power of all classes of our company, the price per share cannot
be less than 110% of the fair market value per share of common stock on the
date of grant.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event of any stock split of our outstanding common stock, the Board of
Directors in its discretion may elect to maintain the stated amount of shares
reserved under the 2010 Plan without giving effect to such stock split. The
2010 Plan provides that, if our outstanding shares are increased, decreased, exchanged
or otherwise adjusted due to a share dividend, forward or reverse share split,
recapitalization, reorganization, merger, consolidation, combination or
exchange of shares, an appropriate and proportionate adjustment shall be made
in the number or kind of shares subject to unexercised options and in the
purchase price per share under such options. Any adjustment, however, does not
change the total purchase price payable for the shares subject to outstanding
options. In the event of our proposed dissolution or
liquidation, a proposed sale of all or substantially all of our assets, a
merger or tender offer for our shares of common stock, the Board of Directors
may declare that each option granted under the 2010 Plan will terminate as of a
date to be fixed by the Board of Directors; provided that not less than 30 days
written notice of the date so fixed shall be given to each participant holding
an option, and each such participant will have the right, during the period of
30 days preceding such termination, to exercise the participant&#146;s option, in
whole or in part, including as to options not otherwise exercisable. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>10</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Plan
options are exercisable by delivery of written notice to us stating the number
of shares with respect to which the option is being exercised, together with
full payment of the purchase price therefor. Payment for the exercise price of
the plan option can be in cash, check, certified or bank cashier&#146;s check,
promissory note secured by the shares issued through exercise of the related
options, shares of common stock or in such other form or combination of forms
which shall be acceptable to the Board of Directors or the Committee; provided
that any loan or guarantee by us of the purchase price may only be made upon
resolution of the Board or Committee that such loan or guarantee is reasonably
expected to benefit us. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
plan options are non-assignable and non-transferable except by will or by the
laws of descent and distribution and during the lifetime of the optionee may be
exercised only by such optionee. If an optionee dies while our employee or
within three months after termination of employment by us because of
disability, or retirement or otherwise, such options may be exercised, to the
extent that the optionee shall have been entitled to do so on the date of death
or termination of employment, by the person or persons to whom the optionee&#146;s
right under the option pass by will or applicable law, or if no such person has
such right, by his executors or administrators. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event of termination of employment because of death while an employee or
because of disability, the optionee&#146;s options may be exercised not later than
the expiration date specified in the option or one year after the optionee&#146;s
death, whichever date is earlier, or in the event of termination of employment
because of retirement or otherwise, not later than the expiration date
specified in the option or one year after the optionee&#146;s death, whichever date
is earlier. If an optionee&#146;s employment by us terminates because of disability
and such optionee has not died within the following three months, the options
may be exercised, to the extent that the optionee shall have been entitled to
do so at the date of the termination of employment, at any time, or from time
to time, but not later than the expiration date specified in the option or one
year after termination of employment, whichever date is earlier. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
an optionee&#146;s employment shall terminate by reason of his/her retirement in
accordance with the terms of any tax-qualified retirement plans for our company
or with the consent of the Board or the Committee or involuntarily other than
by termination for cause, and such optionee has not died within the following
three months, he may exercise his or her option to the extent the optionee
shall have been entitled to do so at the date of the termination of employment,
at any time and from to time, but not later than the expiration date specified
in the option or 30 days after termination of employment, whichever date is
earlier. If an optionee&#146;s employment shall terminate for any reason other than
death, disability or retirement, all right to exercise the option shall
terminate at date of such termination of employment. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors or Committee may amend, suspend or terminate the 2010 Plan
at any time; however, no such action may prejudice the rights of any holder of
a stock grant or optionee who has prior thereto been granted options under the
plan. In addition, no amendment may be made to the 2010 Plan which has the
effect of increasing the aggregate number of shares subject to this plan
(except for adjustments due to changes in our capitalization) or changing the
definition of &#147;eligible person&#148; under the plan unless and until approved by our
stockholders, if required, in the same manner as approval of the 2010 Plan. Any
such termination of the 2010 Plan shall not affect the validity of any options
previously granted thereunder. Unless the 2010 Plan shall have earlier been
suspended or terminated by the Board of Directors, the plan will terminate on
July 29, 2020. </FONT></P>


<P ALIGN=CENTER><FONT SIZE=2>11</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<P><FONT SIZE=2><B>Federal Income Tax Effects </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following discussion applies to the 2010 Plan and is based on federal income
tax laws and regulations in effect on December 31, 2009. It does not purport to
be a complete description of the federal income tax consequences of the 2010
Plan, nor does it describe the consequences of state, local or foreign tax
laws, which may be applicable. Accordingly, any person receiving a grant under
the 2010 Plan should consult with his own tax adviser. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
2010 Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 and is not qualified under Section 401(a) of the Code. An
employee granted an incentive stock option does not recognize taxable income
either at the date of grant or at the date of its timely exercise. However, the
excess of the fair market value of common stock received upon exercise of the
incentive stock option over the exercise price is an item of tax preference
under Section 57(a)(3) of the Code and may be subject to the alternative
minimum tax imposed by Section 55 of the Code. Upon disposition of stock
acquired on exercise of an incentive stock option, long-term capital gain or
loss is recognized in an amount equal to the difference between the sales price
and the incentive option exercise price, provided that the option holder has
not disposed of the stock within two years from the date of grant and within
one year from the date of exercise. If the incentive option holder disposes of
the acquired stock (including the transfer of acquired stock in payment of the
exercise price of an incentive stock option) without complying with both of
these holding period requirements (&#147;Disqualifying Disposition&#148;), the option
holder will recognize ordinary income at the time of such Disqualifying
Disposition to the extent of the difference between the exercise price and the
lesser of the fair market value of the stock on the date the incentive option
is exercised (the value six months after the date of exercise may govern in the
case of an employee whose sale of stock at a profit could subject him to suit
under Section 16(b) of the Securities Exchange Act of 1934) or the amount realized
on such Disqualifying Disposition. Any remaining gain or loss is treated as a
short-term or long-term capital gain or loss, depending on how long the shares
are held. In the event of a Disqualifying Disposition, the incentive stock
option tax preference described above may not apply (although, where the
Disqualifying Disposition occurs subsequent to the year the incentive stock
option is exercised, it may be necessary for the employee to amend his return
to eliminate the tax preference item previously reported). We are not entitled
to a tax deduction upon either exercise of an incentive option or disposition
of stock acquired pursuant to such an exercise, except to the extent that the
option holder recognized ordinary income in a Disqualifying Disposition. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the holder of an incentive stock option pays the exercise price, in full or in
part, with shares of previously acquired common stock, the exchange should not
affect the incentive stock option tax treatment of the exercise. No gain or loss
should be recognized on the exchange, and the shares received by the employee,
equal in number to the previously acquired shares exchanged therefor, will have
the same basis and holding period for long-term capital gain purposes as the
previously acquired shares. The employee will not, however, be able to utilize
the old holding period for the purpose of satisfying the incentive stock option
statutory holding period requirements. Shares received in excess of the number
of previously acquired shares will have a basis of zero and a holding period,
which commences as of the date the common stock, is issued to the employee upon
exercise of the incentive option. If an exercise is effected using shares
previously acquired through the exercise of an incentive stock option, the
exchange of the previously acquired shares will be considered a disposition of
such shares for the purpose of determining whether a Disqualifying Disposition
has occurred. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
respect to the holder of non-qualified options, the option holder does not
recognize taxable income on the date of the grant of the non-qualified option,
but recognizes ordinary income generally at the date of exercise in the amount
of the difference between the option exercise price and the fair market value
of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the
date of exercise in the amount of the difference between the option exercise
price and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>12</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2><B>Restrictions Under Securities Laws </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
sale of all shares issued under the 2010 Plan must be made in compliance with
federal and state securities laws. Our officers, directors and 10% or greater
stockholders, as well as certain other persons or parties who may be deemed to
be &#147;affiliates&#148; of ours under federal securities laws, should be aware that
resales by affiliates can only be made pursuant to an effective registration
statement, Rule 144 of the Securities Act of 1933 or other applicable
exemption. Our officers, directors and 10% and greater stockholders may also
become subject to the &#147;short swing&#148; profit rule of Section 16(b) of the
Securities Exchange Act of 1934. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>S<A NAME="A104625A008_V1"></A>ELLING SECURITY
HOLDERS</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
information under this heading relates to resales of shares covered by this
prospectus by persons who are our &#147;affiliates&#148; as that term is defined under
federal securities laws. These persons will be members of our Board of
Directors and/or officers of our company. Shares issued pursuant to this
prospectus to our affiliates are &#147;control&#148; shares under federal securities
laws. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At
September 13, 2010 there were 46,010,437 shares of our common stock issued and
outstanding. The following table sets forth:</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="90%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>the name of
each affiliated selling security holder, </FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>the amount
of common stock owned beneficially, directly or indirectly, by each
affiliated selling security holder, </FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>the maximum
amount of shares to be offered by the affiliated selling security holders
pursuant to this prospectus, and</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>the amount
of common stock to be owned by each affiliated selling security holder
following sale of the shares. </FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities and includes any
securities which the person has the right to acquire within 60 days through the
conversion or exercise of any security or other right. The information as to
the number of shares of our common stock owned by each affiliated selling security
holder is based upon our books and records and the information provided by our
transfer agent. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
may amend or supplement this prospectus from time to time to update the
disclosure set forth in the table. Because the selling security holders
identified in the table may sell some or all of the shares owned by them which
are included in this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the shares,
no estimate can be given as to the number of shares available for resale hereby
that will be held by the affiliated selling security holders upon termination
of the offering made hereby. We have therefore assumed, for the purposes of the
following table, that the affiliated selling security holders will sell all of
the shares owned by them, which are being offered hereby, but will not sell any
other shares of our common stock that they presently own. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Persons
who receive stock grants under the 2010 Plan and are deemed affiliates may
affect sales of shares of common stock covered hereby not in excess of 1% of
our outstanding common stock in any three month period.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Grants
may be made to affiliates in the future which we are not able to identify at
this time. Before any of our affiliates sell any of his shares received under
the 2010 Plan, we will supplement this prospectus with the required information
regarding the names of the persons selling, the total number of shares owned by
these persons and the number of shares proposed to be sold under this
prospectus. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>13</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="42%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="3%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="1%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="11%" VALIGN=BOTTOM>
<P ALIGN=RIGHT>&nbsp;</P>
</TD>
<TD WIDTH="3%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="1%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="9%" VALIGN=BOTTOM>
<P ALIGN=RIGHT>&nbsp;</P>
</TD>
<TD WIDTH="3%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="1%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="10%" VALIGN=BOTTOM>
<P ALIGN=RIGHT>&nbsp;</P>
</TD>
<TD WIDTH="3%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="1%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
<TD WIDTH="8%" VALIGN=BOTTOM>
<P ALIGN=RIGHT>&nbsp;</P>
</TD>
<TD WIDTH="1%" VALIGN=BOTTOM>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=BOTTOM STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P><FONT SIZE=2>Name of
selling security holder</FONT></P>


</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD COLSPAN=2 VALIGN=BOTTOM STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2>Number of<BR>
shares owned</FONT></P>


</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD COLSPAN=2 VALIGN=BOTTOM STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2>Shares to be<BR>
offered</FONT></P>


</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD COLSPAN=2 VALIGN=BOTTOM STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2>Shares to be<BR>
owned after<BR>
offering</FONT></P>


</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2>% owned<BR>
after<BR>
offering</FONT></P>


</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<tr>
<TD VALIGN=BOTTOM>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>

<TR>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=2>Kevin G. Kroger <SUP>(1)</SUP></FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=RIGHT><FONT SIZE=2>817,633</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=RIGHT><FONT SIZE=2>100,000</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=RIGHT><FONT SIZE=2>817,633</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=CENTER><FONT SIZE=2>1.7%</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=2>Alan J. Sandler <SUP>(2)</SUP></FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=RIGHT><FONT SIZE=2>183,392</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=RIGHT><FONT SIZE=2>75,000</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN=RIGHT><FONT SIZE=2>258,392</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P ALIGN="CENTER"><FONT SIZE=2>&nbsp;*</FONT></P>
</TD>
<TD VALIGN=BOTTOM>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=1>* represents less than 1%</FONT></P>

<P><FONT SIZE=2><SUP> (1)</SUP>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.
Kroger is an executive officer and a member of our Board of Directors. The
number of shares owned by Mr. Kroger includes:</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="90%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>options to purchase 100,000 shares of
common stock at $1.70 per share through January 10, 2013; and </FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>options to purchase 25,000 shares of common
stock at $0.26 per share through June 10, 2018.</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
number of shares beneficially owned by Mr. Kroger excludes unvested options to
purchase 75,000 shares of our common stock at an exercise price of $0.26 per
share through June 10, 2018 and unvested options to purchase 100,000 shares of
our common stock at an exercise price of $0.21 per share through September 8,
2020.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
number of shares offered includes 100,000 shares of our common stock underlying
unvested options granted under the 2010 Plan which are exercisable at an
exercise price of $0.21 per share through September 8, 2020.</FONT></P>

<P><FONT SIZE=2><SUP> (2)</SUP>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mr.
Sandler is an executive officer of our company. The number of shares
beneficially owned by Mr. Sandler includes:</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="90%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>options to purchase 100,000 shares of
common stock at $0.30 per share through August 5, 2018; and</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>options to purchase 25,000 shares of common
stock at $0.26 per share through June 10, 2018.</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
number of shares beneficially owned by Mr. Sandler excludes unvested options to
purchase 75,000 shares of our common stock at an exercise price of $.26 per
share through June 10, 2018 and unvested options to purchase 75,000 shares of
our common stock at an exercise price of $0.21 per share through September 8,
2020.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
number of shares offered includes 75,000 shares of our common stock underlying
unvested options granted under the 2010 Plan which are exercisable at an
exercise price of $0.21 per share through September 8, 2020.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>P<A NAME="A104625A009_V1"></A>LAN OF
DISTRIBUTION</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
information under this heading includes resales of shares covered by this
prospectus by persons who are our &#147;affiliates&#148; as that term in defined under
federal securities laws. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
shares covered by this prospectus may be resold and distributed from time to
time by the selling security holders in one or more transactions, including
ordinary broker&#146;s transactions, privately-negotiated transactions or through
sales to one or more broker-dealers for resale of these shares as principals,
at market prices existing at the time of sale, at prices related to existing
market prices, through Rule 144 transactions or at negotiated prices. The
selling security holders in connection with sales of securities may pay usual
and customary, or specifically negotiated, brokerage fees or commissions. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>14</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
selling security holders may sell shares in one or more of the following
methods, which may include crosses or block transactions: </FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="90%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>through the
&#147;pink sheets&#148;, on the OTC Bulletin Board, or on such exchanges or
over-the-counter markets on which our shares may be listed from time-to-time,
in transactions which may include special offerings, exchange distributions
and/or secondary distributions, pursuant to and in accordance with the rules
of such exchanges, or through brokers, acting as principal or agent; </FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>in
transactions other than on such exchanges or in the over-the-counter market,
or a combination of such transactions, including sales through brokers,
acting as principal or agent, sales in privately negotiated transactions, or
dispositions for value, subject to rules relating to sales by affiliates; or </FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>through the
writing of options on our shares, whether or not such options are listed on
an exchange, or other transactions requiring delivery of our shares, or the
delivery of our shares to close out a short position. </FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
such transactions may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
making sales, brokers or dealers used by the selling security holders may
arrange for other brokers or dealers to participate. The selling security
holders who are affiliates of our company and others through whom such
securities are sold may be &#147;underwriters&#148; within the meaning of the Securities
Act of 1933 for the securities offered, and any profits realized or commission
received may be considered underwriting compensation. Information as to whether
an underwriter(s) who may be selected by the selling security holders, or any
other broker-dealer, is acting as principal or agent for the selling security
holders, the compensation to be received by underwriters who may be selected by
the selling security holders, or any broker-dealer, acting as principal or
agent for the selling security holders and the compensation to be received by
other broker-dealers, in the event the compensation of other broker-dealers is
in excess of usual and customary commissions, will, to the extent required, be
set forth in a supplement to this prospectus. Any dealer or broker
participating in any distribution of the shares may be required to deliver a
copy of this prospectus, including the supplement, if any, to any person who
purchases any of the shares from or through a dealer or broker. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have advised the selling security holders that, at the time a resale of the
shares is made by or on behalf of a selling security holder, a copy of this
prospectus is to be delivered. We have also advised the selling security
holders that during the time as they may be engaged in a distribution of the shares
included herein they are required to comply with Regulation M of the Securities
Exchange Act of 1934. With certain exceptions, Regulation M precludes any
selling security holders, any affiliated purchasers and any broker-dealer or
other person who participates in the distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase any
security which is the subject of the distribution until the entire distribution
is complete. Regulation M also prohibits any bids or purchase made in order to
stabilize the price of a security in connection with the distribution of that
security. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales
of securities by us and the selling security holders or even the potential of
these sales may have an adverse effect on the market price for shares of our
common stock. </FONT></P>


<P ALIGN=CENTER><FONT SIZE=2>15</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>


<P ALIGN=CENTER><FONT SIZE=2><B>D<A NAME="A104625A010_V1"></A>ESCRIPTION OF
SECURITIES</B></FONT></P>

<P><FONT SIZE=2><B>General </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following description of our capital stock and provisions of our Certificate of
Incorporation is a summary thereof and is qualified by reference to our Certificate
of Incorporation, a copy of which may be obtained
upon request. The authorized capital stock of our company consists of
50,000,000 shares of common stock, par value $0.001 per share, and 50,000
shares of preferred stock, par value $0.001 per share. At September 13, 2010
there were 46,010,437 shares of our common stock and no shares of our preferred
stock issued and outstanding.</FONT></P>

<P><FONT SIZE=2><B>Common Stock</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders
of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefor. In the event
of a liquidation, dissolution or winding up of our company, the holders of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. All of the outstanding shares of common stock are
fully paid and non-assessable. Holders of common stock have no preemptive
rights to purchase our common stock. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.</FONT></P>

<P><FONT SIZE=2><B>Preferred Stock</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors is authorized to provide for the issuance of shares of
preferred stock in series and, by filing a certificate pursuant to the
applicable laws of Delaware, to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without any further vote or
action by the stockholders. Any shares of preferred stock so issued would have
priority over the common stock with respect to dividend or liquidation rights.
Any future issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of Puradyn without further action
by the stockholders and may adversely affect the voting and other rights of the
holders of common stock. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
issuance of shares of preferred stock, or the issuance of rights to purchase
such shares, could be used to discourage an unsolicited acquisition proposal.
For instance, the issuance of a series of preferred stock might impede a
business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best
interests of our stockholders, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that some, or
a majority, of the stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over the then
market price of such stock. The Board of Directors does not at present intend
to seek stockholder approval prior to any issuance of currently authorized
stock, unless otherwise required by law or stock exchange rules.</FONT></P>

<P><FONT SIZE=2><B>Transfer Agent</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
transfer agent is Pacific Stock Transfer Company, 4045 South Spencer Street,
Suite 403, Las Vegas, NV 89119, and its telephone number is 702-361-3033.</FONT></P>



<P ALIGN=CENTER><FONT SIZE=2>16</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>


<P ALIGN=CENTER><FONT SIZE=2><B>L<A NAME="A104625A011_V1"></A>EGAL MATTERS</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
validity of the securities offered by this prospectus will be passed upon for
us by Schneider Weinberger &amp; Beilly LLP, 2200 Corporate Boulevard, N.W.,
Boca Raton, Florida 33431.</FONT></P>



<P ALIGN=CENTER><FONT SIZE=2><B>E<A NAME="A104625A012_V1"></A>XPERTS</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
audited consolidated balance sheets of Puradyn as of December 31, 2009 and
2008, and the related audited consolidated statements of operations,
consolidated statement of changes in stockholders&#146; deficit and consolidated
statement of cash flows for the years ended December 31, 2009 and 2008
appearing in our Annual Report on Form 10-K for the year ended December 31,
2009 as filed with the Securities and Exchange Commission have been audited by
Webb &amp; Company, P.A., independent registered public accounting firm, as set
forth in their report thereon and are incorporated by reference in reliance
upon the authority of such firm as experts in auditing and accounting. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>I<A NAME="A104625A013_V1"></A>NDEMNIFICATION</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
Certificate of Incorporation and By-laws provide for the indemnification of our
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law. Section 145 of the Delaware General Corporation Law permits a
corporation, under specified circumstances, to indemnify its directors, officers,
employees or agents against expenses (including attorney&#146;s fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by them
in connection with any action, suit or proceeding brought by third parties by
reason of the fact that they were or are directors, officers, employees or
agents of the corporation, if such directors, officers, employees or agents
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of any action or suit, and only with respect to
a matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
Certificate of Incorporation contains a provision which eliminates, to the
fullest extent permitted by the Delaware General Corporation Law, director
liability for monetary damages for breaches of the fiduciary duty of care or
any other duty as a director. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>17</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P ALIGN=CENTER><FONT SIZE=2><B>PART II</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>INFORMATION REQUIRED IN REGISTRATION
STATEMENT</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="12%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="88%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Item 3.</B></FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Incorporation of Documents by Reference. </B></FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
documents listed below are incorporated by reference in the registration
statement. </FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="90%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Annual
Report on Form 10-K for the year ended December 31, 2009,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Current
Report on Form 8-K as filed on April 16, 2010,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Current
Report on Form 8-K as filed on April 21, 2010,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Quarterly
Report on Form 10-Q for the period ended March 31, 2010,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Current
Report on Form 8-K as filed on May 25, 2010,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Current
Report on Form 8-K as filed on August 5, 2010,</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Current
Report on Form 8-K as filed on August 16, 2010, and</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>&#149;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Quarterly
Report on Form 10-Q for the period ended June 30, 2010.</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such documents. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
statement incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement modified or superseded shall not be deemed, except as
so modified or superseded, to constitute part of this prospectus. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
hereby undertake to provide without charge to each person, including any beneficial
owner, to whom a copy of the prospectus has been delivered, on the written
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this prospectus,
other than exhibits to such documents. Written requests for such copies should
be directed to Corporate Secretary, at 2017 High Ridge Road, Boynton Beach,
Florida 33426, telephone number (561) 547-9499.</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="12%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="88%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Item 4.</B></FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Description of Securities.</B></FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders
of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefor. In the event
of a liquidation, dissolution or winding up of our company, the holders of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. All of the outstanding shares of common stock are
fully paid and non-assessable. Holders of common stock have no preemptive
rights to purchase our common stock. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="12%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="88%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Item 5.</B></FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Interests of Named Experts and Counsel.</B></FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="12%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="88%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Item 6.</B></FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Indemnification of Directors and Officers.</B></FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
Certificate of Incorporation and By-laws provide for the indemnification of our
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law. Section 145 of the Delaware General Corporation Law permits a
corporation, under specified circumstances, to indemnify its directors, officers,
employees or agents against expenses (including attorney&#146;s fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by them
in connection with any action, suit or proceeding brought by third parties by
reason of the fact that they were or are directors, officers, employees or
agents of the corporation, if such directors, officers, employees or agents
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of any action or suit, and only with respect to
a matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
Certificate of Incorporation contains a provision which eliminates, to the
fullest extent permitted by the Delaware General Corporation Law, director
liability for monetary damages for breaches of the fiduciary duty of care or
any other duty as a director. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="12%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="88%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Item 7.</B></FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Exemption From Registration Claimed. </B></FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Persons
eligible to receive grants under the 2010 Plan will have an existing
relationship with us and will have access to comprehensive information about us
to enable them to make an informed investment decision. The recipient must
express an investment intent and, in the absence of registration under the
Securities Act of 1933, consent to the imprinting of a legend on the securities
restricting their transferability except in compliance with applicable
securities laws. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>2</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="12%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="88%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Item 8.</B></FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Exhibits. </B></FONT></P>
</TD>
</TR>
</TABLE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="12%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="3%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="85%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P><FONT SIZE=2><B>Exhibit No.</B></FONT></P>


</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2><B>Description</B></FONT></P>


</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>5.1</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Opinion of
Schneider Weinberger &amp; Beilly LLP *</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>10.1</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Puradyn
Filter Technologies Incorporated 2010 Stock Option Plan (1)</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>23.1</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Consent of
Webb &amp; Company, P.A. *</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>23.2</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Consent of
Schneider Weinberger &amp; Beilly LLP (included in Exhibit 5.1 hereof)</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>*
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed herewith. </FONT></P>

<P><FONT SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incorporated
by reference to the Current Report on Form 8-K as filed on August 5, 2010.</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="12%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="88%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Item 9.</B></FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2><B>Undertakings.</B></FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned registrant hereby undertakes: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="11%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="84%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>i.</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; </FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>ii.</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>To reflect
in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospects filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration Fee&#148; table in
the effective registration statement; and </FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>iii.</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>To include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.</FONT></P>
</TD>
</TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That,
for the purpose of determining liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the end of the offering.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each
prospectus filed pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was first deemed
part of and included in the registration statement.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>3</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned registration hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, e ach filing of the
registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or preceding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>SIGNATURES</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boynton Beach, State of Florida on September 16, 2010.</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="50%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="1%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="14%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="33%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD COLSPAN=3 VALIGN=TOP>
<P><FONT SIZE=2>Puradyn
Filter Technologies Incorporated</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD COLSPAN=3 VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD NOWRAP VALIGN=TOP>
<P><FONT SIZE=2>By: &nbsp;</FONT></P>
</TD>
<TD NOWRAP VALIGN=TOP STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P><FONT SIZE=2>/s/ Joseph
V. Vittoria</FONT></P>


</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD COLSPAN=3 VALIGN=TOP>
<P><FONT SIZE=2>Joseph V.
Vittoria, Chief Executive Officer </FONT></P>
</TD>
</TR>
</TABLE>
<P ALIGN=CENTER><FONT SIZE=2><B>POWER
OF ATTORNEY</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
person whose signature appears below hereby constitutes and appoints Joseph V.
Vittoria his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this report has been signed
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>4</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3><P STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
<TR STYLE="FONT-SIZE:1PX">
<TD WIDTH="20%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="3%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="55%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="5%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
<TD WIDTH="17%" VALIGN=TOP>
<P>&nbsp;</P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2><B>Signature</B></FONT></P>


</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2><B>Title</B></FONT></P>


</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP STYLE="BORDER-BOTTOM:SOLID BLACK 1PX">
<P ALIGN=CENTER><FONT SIZE=2><B>Date</B></FONT></P>


</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP nowrap>
<div STYLE="BORDER-BOTTOM:SOLID BLACK 1PX;width:150"><FONT SIZE=2>/s/ Joseph V. Vittoria</FONT></div>


</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>CEO,
Chairman, principal executive officer</FONT></P>

</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>September 16, 2010</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Joseph V.
Vittoria</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>

<P><FONT SIZE=1>&nbsp;</FONT></P>

</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>

<P><FONT SIZE=1>&nbsp;</FONT></P>




</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP nowrap>
<div STYLE="BORDER-BOTTOM:SOLID BLACK 1PX;width:150"><FONT SIZE=2>/s/ Kevin J. Kroger</FONT></div>


</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>President,
Chief Operating Officer, director</FONT></P>

</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>September 16, 2010</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Kevin J.
Kroger</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>

<P><FONT SIZE=1>&nbsp;</FONT></P>




</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>



</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP nowrap>
<div STYLE="BORDER-BOTTOM:SOLID BLACK 1PX;width:150"><FONT SIZE=2>/s/ Alan J.
Sandler</FONT></div>


</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP rowspan=2>
<P><FONT SIZE=2>Vice
President, Secretary to the Board, principal financial and accounting officer</FONT></P>

</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>September 16, 2010</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Alan J.
Sandler</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>

</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP nowrap>
<div STYLE="BORDER-BOTTOM:SOLID BLACK 1PX;width:150"><FONT SIZE=2>/s/John S. Caldwell</FONT></div>


</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Director</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>September 16, 2010</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>John S.
Caldwell</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>

<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP nowrap>
<div STYLE="BORDER-BOTTOM:SOLID BLACK 1PX;width:150"><FONT SIZE=2>&nbsp;</FONT></div>


</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Director</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2></FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Forrest D. Hayes</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>

<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP nowrap>
<div STYLE="BORDER-BOTTOM:SOLID BLACK 1PX;width:150"><FONT SIZE=2>/s/ Charles W. Walton</FONT></div>


</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Director</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2>September 16, 2010</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Charles W.
Walton</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP nowrap>
<div STYLE="BORDER-BOTTOM:SOLID BLACK 1PX;width:150"><FONT SIZE=2>&nbsp;</FONT></div>


</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Director</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P ALIGN=CENTER><FONT SIZE=2></FONT></P>
</TD>
</TR>
<TR>
<TD VALIGN=TOP>
<P><FONT SIZE=2>Dominick Telesco</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
<TD VALIGN=TOP>
<P><FONT SIZE=1>&nbsp;</FONT></P>
</TD>
</TR>
</TABLE>
<P><FONT SIZE=2>The foregoing represents a majority of the Board of Directors.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>5</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=3>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "puradyn104625_s8.htm", "description": "FORM S-8", "secsgml_size_bytes": 130299}]
{"company-data": {"conformed-name": "PURADYN FILTER TECHNOLOGIES INC", "cik": "0001019787", "assigned-sic": "3714", "irs-number": "141708544", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-169441", "film-number": "101076676"}, "business-address": {"street1": "2017 HIGH RIDGE ROAD", "city": "BOYTON BEACH", "state": "FL", "zip": "33426", "phone": "5615479499"}, "mail-address": {"street1": "2017 HIGH RIDGE ROAD", "city": "BOYTON BEACH", "state": "FL", "zip": "33426"}, "former-company": {"former-conformed-name": "T F PURIFINER INC", "date-changed": "19960726"}}
As filed with the Securities and Exchange
Commission on September 16,
2010
Registration No. __________________
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
PURADYN FILTER TECHNOLOGIES INCORPORATED
(Exact
name of registrant as specified in its charter)
Delaware
14-1708544
(State
or other jurisdiction of incorporation or organization)
(I.R.S.
Employer Identification No.)
2017 High Ridge Road, Boynton Beach, FL
33426
(Address
of Principal Executive Offices)
(Zip
Code)
2010 Stock Option Plan
(Full
title of the plan)
Mr. Joseph V. Vittoria
Chief
Executive Officer
Puradyn
Filter Technologies Incorporated
2017
High Ridge Road
Boynton
Beach, Fl 33426
(Name
and address of agent for service)
With a
copy to:
James M. Schneider, Esq.
Schneider
Weinberger & Beilly LLP
2200
Corporate Boulevard N.W., Suite 210
Boca
Raton, Florida 33431
telephone
(561) 362-9595
telecopier
(561) 362-9612
(561) 547-9499
(Telephone
number, including area code, of agent for service)
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
o
Accelerated
filer
o
Non-accelerated
filer
o
Smaller
reporting company
x
1
CALCULATION
OF REGISTRATION FEE
Title of securities to be registered
Amount to
be registered
Proposed
maximum
offering price
per share
Proposed
maximum
aggregate
offering price
Amount of
registration
fee
Common stock, par value
$0.01 per share
(1)(2)
2,000,000
$0.21
$420,000
$30
(1)
Includes
570,000 shares of our common stock underlying outstanding options which are
exercisable at $0.21 per share and 1,430,000 shares of our common stock which
may be issuable upon future grants under the 2010 Stock Option Plan. Estimated solely for purposes of calculating
the registration fee pursuant to Rule 457 under the Securities Act of 1933 based
on the average of the bid and asked price of the common stock as reported on
the OTC Bulletin Board on September 13, 2010.
(2)
To the extent permitted by Rule 416, this
registration statement also covers such additional number of shares of common
stock as may be issuable as a result of the anti-dilution provisions of the
options granted under the 2010 Stock Option Plan in the event of stock splits,
stock dividends or similar transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1.
Plan Information.
We
established the 2010 Stock Option Plan (the "2010 Plan") effective July 29,
2010 covering 2,000,000 shares of our common stock to permit us to offer to our
employees, officers, directors and consultants whose past, present and/or
potential contributions to our company have been, are or will be important to
our success, an opportunity to acquire a proprietary interest in Puradyn Filter
Technologies Incorporated. The issuance of grants under the plan will be made
to persons who are closely related to us and who provide bona fide services to
us in connection with our business which are not in connection with the offer
of sale of our securities in a capital raising transaction and do not directly
or indirectly promote or maintain a market for our securities. Grants of
options or shares may be awarded under the plan pursuant to individually
negotiated compensation contracts or as determined and/or approved by our Board
of Directors. The eligible participants include our directors, officers,
employees and non-employee consultants and advisors. There is no limit as to
the number of securities that may be awarded under the 2010 Stock Option Plan
to a single participant. As of September 13, 2010 we have issued options under
the 2010 Stock Option Plan to purchase an aggregate of 570,000 shares of our
common stock with an exercise price of $0.21 per share.
Options
granted under the 2010 Plan are subject to restrictions of transfer. The 2010
Plan does not require restrictions on the transferability of shares of our
common stock issued upon the exercise of the options which may be granted under
the plan. However, such securities may be restricted as a condition to their
issuance where the Board of Directors deems such restrictions appropriate. The
2010 Plan is not subject to the Employee Retirement Income Securities Act of
1974.
Item 2.
Registrant Information and Employee Plan Annual Information.
Upon
written or oral request, any of the documents incorporated by reference into
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in this Section 10(a) prospectus), other documents
required to be delivered to recipients pursuant to Rule 428(b) are available
without charge by contacting us. Any and all such requests shall be directed to
Puradyn Filter Technologies Incorporated at our principal office at 2017 High
Ridge Road, Boynton Beach, Florida 33426, telephone number (561) 547-9499,
attention Corporate Secretary.
2
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
PASSED ON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No
person has been authorized by us to give any information or to make any
representation other than as contained in this prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of common stock issuable under the terms of the 2010 Plan shall,
under any circumstances, create any implication that there has been no change
in our affairs since the date hereof.
Our
principal offices are located at 2017 High Ridge Road, Boynton Beach, Florida
33426. Our fiscal year end is December 31.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
IN SUCH STATE.
REOFFER PROSPECTUS
PURADYN
FILTER TECHNOLOGIES INCORPORATED
2,000,000 Shares of Common Stock
This
prospectus forms a part of a registration statement, which registers an
aggregate of 2,000,000 shares of common stock issued or issuable from
time-to-time under the Puradyn Filter Technologies Incorporated 2010 Stock
Option Plan.
This
prospectus also covers the resale of shares issued upon the exercise of options
granted under the 2010 Stock Option Plan by persons who are our "affiliates"
within the meaning of federal securities laws. Affiliated selling security
holders may sell all or a portion of the shares from time to time in the
over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and at market prices prevailing at the time of such sales
or at negotiated prices, but which may not exceed 1% of our outstanding common
stock in any three month period.
We
will not receive any proceeds from sales of shares by selling security holders.
For
a description of the plan of distribution of these shares, please see page 15
of this prospectus.
Our
common stock is quoted on the OTC Bulletin Board. On September 13, 2010 the
last sale price of our common stock was $0.21.
Investing in
our common stock involves a high degree of risk. See "Risk Factors" beginning
on page 5 of this prospectus to read about the risks of investing in our common
stock.
Neither the
Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is September
____, 2010.
3
TABLE
OF CONTENTS
Page No.
Available Information
4
Incorporation of Certain Documents by Reference
4
Our Company
5
Risk Factors
5
Cautionary Statement Regarding Forward-Looking Information
9
Use of Proceeds
9
Puradyn Filter Technologies Incorporated 2010 Stock Option Plan
9
Selling Security Holders
13
Plan of Distribution
14
Description of Securities
15
Legal Matters
16
Experts
17
Indemnification
17
When
used herein, the terms "Puradyn," "we," "our," and "us" refers to Puradyn
Filter Technologies Incorporated, a Delaware corporation, and our subsidiary.
In addition, when used herein "2008" refers to the fiscal year ended December
31, 2008, "2009" refers to the fiscal year ended December 31, 2009 and "2010"
refers to the fiscal year ending December 31, 2010. The information which appears
on our website at www.puradyn.com is not part of this prospectus.
A
VAILABLE
INFORMATION
We
are subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and, in accordance therewith, we file reports, proxy statements
and other information with the Securities and Exchange Commission (SEC).
Certain of our SEC filings are available over the Internet at the SEC's web
site at http://www.sec.gov. You may also read and copy any document we file
with the SEC at its public reference facilities:
Public
Reference Room Office
100 F
Street, N.E.
Room 1580
Washington,
D.C. 20549
You
may also obtain copies of the documents at prescribed rates by writing to the
Public Reference Section of the SEC at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. Callers in the United States can also call
1-202-551-8090 for further information on the operations of the public
reference facilities.
I
NCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
The
following documents filed by us with the SEC are incorporated herein by
reference and made a part hereof:
•
Annual
Report on Form 10-K for the year ended December 31, 2009,
•
Current
Report on Form 8-K as filed on April 16, 2010,
•
Current
Report on Form 8-K as filed on April 21, 2010,
•
Quarterly
Report on Form 10-Q for the period ended March 31, 2010,
•
Current
Report on Form 8-K as filed on May 25, 2010
•
Current
Report on Form 8-K as filed on August 5, 2010
•
Current
Report on Form 8-K as filed on August 16, 2010 and
•
Quarterly
Report on Form 10-Q for the period ended June 30, 2010.
4
In
addition, all reports and documents filed by us pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the respective date of filing of such documents. Any statement
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this prospectus.
We
hereby undertake to provide without charge to each person, including any
beneficial owner, to whom a copy of the prospectus has been delivered, on the
written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, Puradyn Filter Technologies
Incorporated, 2017 High Ridge Road, Boynton Beach, Florida 33426, telephone
number (561) 547-9499.
O
UR COMPANY
We
design, manufacture, market and distribute worldwide the
pura
DYN
®
bypass oil filtration
system (the
"Puradyn"
) for use
with substantially all internal combustion engines and hydraulic equipment that
use lubricating oil. Working in conjunction with an engine's full-flow oil
filter, the
Puradyn
system cleans
oil by continually removing solid, liquid and gaseous contaminants from the oil
through a sophisticated and unique filtration and evaporation process. For
engine lubricating oil, our filters incorporate an additive package. Because
Puradyn
filtered lubricating oil is kept
in a continually clean state, our system has been used effectively to extend
oil-drain intervals and to extend the time between engine overhauls. We are
also the exclusive manufacturer of the disposable replacement filter elements
for the
Puradyn
.
R
ISK FACTORS
An
investment in our common stock involves a significant degree of risk. You
should not invest in our common stock unless you can afford to lose your entire
investment. You should consider carefully the following risk factors and other
information in this prospectus before deciding to invest in our common stock.
RISKS RELATED TO OUR COMPANY
WE HAVE A HISTORY OF LOSSES AND OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM HAS SUBSTANTIAL DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.
We
have incurred substantial operating and net losses, as well as negative
operating cash flows, since our inception through June 30, 2010. For 2009 and
2008, we reported net losses of $2,070,598 and $2,644,547 and for the six
months ended June 30, 2010 we reported a net loss of $705,289. At June 30,
2010, we had an accumulated deficit of $51,245,644. These recurring operating
losses, liabilities exceeding assets and the reliance on cash inflows from an
institutional investor and our Chairman and CEO have led our independent
registered public accounting firm to include a statement in its audit report
relating to our audited consolidated financial statements for 2009 and 2008
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. We have no firm commitments from any third party to provide this
financing and we cannot assure you we will be successful in raising working
capital as needed. 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
and it is possible that we will be required to cease some or all of our
operations if we are not successful in raising capital as needed. In that
event, you could lose your entire investment in our company.
5
OUR NET SALES ARE NOT SUFFICIENT TO FUND OUR
OPERATING EXPENSES AND OUR SALES HAVE REMAINED RELATIVELY FLAT OVER THE PAST
SEVERAL YEARS. THERE ARE NO ASSURANCES WE WILL BE ABLE TO INCREASE OUR SALES,
IN THE NEAR FUTURE, TO A LEVEL WHICH WILL FUND OUR OPERATING EXPENSES.
We
used cash in operations of $1,136,119 and $2,313,095 in 2009 and 2008,
respectively, and $595,577 for the six months ended June 30, 2010. While our
net sales declined 13% for 2009 from 2008, our sales for the six months ended
June 30, 2010 were 39.7% higher than the same time period in 2009. Our
operating expenses decreased 28% in 2009 from 2008 and have remained relatively
constant into 2010. Our net sales have never been sufficient to fund our
operating expenses. During 2009 and into 2010 we continue to implement cost
reductions in an effort to improve margins, including securing alternative
suppliers for raw materials and manufacturing and we anticipate these cost
reductions will impact our results of operations during the balance of 2010 and
beyond. As long as our cash flow from operations remains insufficient to fund
our operations, we will continue depleting our cash and other financial
resources. Our failure to achieve profitable operations in future periods will
adversely affect our ability to continue as a going concern. In this event, you
could lose all of your investment in our company.
WE NEED ADDITIONAL FINANCING WHICH WE MAY NOT
BE ABLE TO OBTAIN ON ACCEPTABLE TERMS. IF WE CANNOT RAISE ADDITIONAL CAPITAL AS
NEEDED, OUR ABILITY TO EXECUTE OUR GROWTH STRATEGY AND FUND OUR ONGOING
OPERATIONS WILL BE IN JEOPARDY.
Historically,
our operations have been financed primarily through a credit line from our
Chairman and Chief Executive Officer, as well as the issuance of equity and
short-term loans. Our future capital requirements, however, depend on a number of
factors, including our ability to internally grow our revenues, manage our
business and control our expenses. At June 30, 2010, we had a working capital
deficit of $101,552 as compared to a working capital deficit of $198,476 at
December 31, 2009. We need to raise additional capital to fund our ongoing
operations, pay our existing obligations and for future growth of our company.
We do not have any commitments for additional capital and we cannot assure you
that any additional capital will be available to us in the future upon terms
acceptable to us. Given our history of losses, debt levels and general
uncertainties of the capital markets, we face a number of challenges in our
ability to raise capital. If we do not raise funds as needed, our ability to provide
for current working capital needs, pay our obligations as they become due, grow
our company, and continue our existing business and operations is in jeopardy.
In this event, you could lose all of your investment in our company.
WE OWE OUR CHAIRMAN AND CEO $6.3 MILLION
WHICH IS DUE BY DECEMBER 31, 2011.
Since
March 2002, our Chairman and CEO has been providing funding to us for working
capital on an unsecured basis. At June 30, 2010, we owed him $6,291,914. This
loan is due:
•
on December
31, 2011, or
•
at such time
as we have raised an additional $7 million over the $3.5 million raised in
prior offerings, or
•
at such time
as we are operating within sufficient cash flow parameters to sustain
operations, or
•
until a
disposition of our company, such as an acquisition or merger, occurs.
6
We
do not have sufficient funds to pay this loan when it becomes due and there are
no assurances our Chairman and CEO will extend the due date. While the loan is
unsecured, this obligation makes it more difficult for us to secure the
additional financing we need to fund our operations.
WE RELY ON SALES TO A LIMITED NUMBER OF
CUSTOMERS AND THERE ARE NO ASSURANCES THAT THESE CUSTOMERS WILL CONTINUE TO
PURCHASE PRODUCTS FROM US.
We
are dependent upon sales to a limited number of customers. During 2009 two
customers individually accounted for 22% and 11% (for a total of 33%) of our
net sales. During 2008 two customers together accounted for 34% of our net
sales. We do not have contracts with our customers and the loss of sales from
one or more of these customers could materially impact our results of
operations in future periods.
WE ARE DEPENDENT ON A LIMITED NUMBER OF
SUPPLIERS. WHILE WE HAVE IDENTIFIED ALTERNATIVE SOURCES FOR VARIOUS MATERIALS
WE USE, A TEMPORARY DISRUPTION IN OUR ABILITY TO PROCURE NECESSARY MATERIALS
AND PARTS COULD ADVERSELY IMPACT OUR NET SALES IN FUTURE PERIODS.
A
substantial portion of the component parts to our products are manufactured by
various suppliers for assembly by us. We believe the relationships with our
suppliers are satisfactory and that alternative suppliers are available if
relationships falter or existing suppliers should become unable to keep up with
our requirements. However, there can be no assurance that our current or future
suppliers will be able to meet our requirements on commercially reasonable
terms or within scheduled delivery times. An interruption of our arrangements
with suppliers could cause a delay in the production of our products for timely
delivery to distributors and customers which could result in a loss of sales
revenue in future periods.
WE FACE COMPETITION FROM A NUMBER OF
COMPANIES AND THERE ARE NO ASSURANCES WE CAN EFFECTIVELY COMPETE IN OUR SECTOR.
There
are a number of companies which sell bypass oil filtration systems. Most of our
competitors have more capital, greater brand recognition, larger customer bases
and significantly greater financial, technical and marketing resources than we
do. These competitors may also engage in more extensive development of their
technologies, adopt more aggressive pricing policies and establish more
comprehensive marketing and advertising campaigns than we can. While we believe
that our product is superior in performance to our competitors' products, there
are no assurances our belief is correct. For these and other reasons, our
competitors' products may achieve greater acceptance in the marketplace than
our own, limiting our ability to gain market share and customer loyalty and to
generate sufficient revenues to achieve a profitable level of operations.
IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL
PROPERTY OUR ABILITY TO CONDUCT OUR BUSINESS AS IT IS PRESENTLY CONDUCTED IS IN
JEOPARDY.
Our
success is heavily dependent on our proprietary technology and we rely on a
combination of contractual rights, patents, trade secrets, trademarks and
non-disclosure agreements to establish and protect our proprietary rights.
There can be no assurances that the steps we take to protect our proprietary
rights will be adequate to prevent misappropriation of the technology or
independent development by others of products with features based upon, or
otherwise similar to, our products. In addition, although we believe that any
new technology currently in development or patent pending has been
independently developed and does not infringe on the proprietary rights of
others, there can be no assurance that we are correct or that third parties
will not assert infringement claims against us in the future. If instituted,
there can be no assurances we will have adequate resources to defend a patent
infringement or other proprietary rights infringement action. If we are unable
to adequately protect our proprietary rights or if other products should be
developed which are substantially similar to ours, our ability to continue our operations as
they are presently conducted could be in jeopardy and we could be forced to
cease operations.
7
THE EXERCISE OF OUTSTANDING WARRANTS AND OPTIONS
WILL BE DILUTIVE TO OUR EXISTING STOCKHOLDERS.
At
September 13, 2010, we had 46,010,437 shares of our common stock issued and
outstanding and the following securities, which are exercisable into shares of
our common stock, were outstanding:
•
4,558,975
shares of our common stock issuable upon the exercise of warrants with
exercise prices ranging from $0.50 to $1.25 per share; and
•
1,931,583
shares of our common stock issuable upon the exercise of options with
exercise prices ranging from $0.14 per share to $9.25 per share.
The
issuance of these shares will be dilutive to our existing stockholders.
BECAUSE OUR STOCK CURRENTLY TRADES BELOW
$5.00 PER SHARE, AND IS QUOTED ON THE OTC BULLETIN BOARD, OUR STOCK IS
CONSIDERED A "PENNY STOCK" WHICH CAN ADVERSELY AFFECT ITS LIQUIDITY.
As
the trading price of our common stock is less than $5.00 per share, and our
common stock is quoted in the over the counter market, our common stock is
considered a "penny stock," and trading in our common stock is subject to the
requirements of Rule 15g-9 under the Securities Exchange Act of 1934. Under
this rule, broker/dealers who recommend low-priced securities to persons other
than established customers and accredited investors must satisfy special sales
practice requirements. The broker/dealer must make an individualized written
suitability determination for the purchaser and receive the purchaser's written
consent prior to the transaction. SEC regulations also require additional disclosure
in connection with any trades involving a "penny stock," including the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and its associated risks. These requirements
severely limit the liquidity of our common stock in the secondary market
because few brokers or dealers are likely to undertake these compliance
activities. Purchasers of our common stock may find it difficult to resell the
shares in the secondary market.
PROVISIONS OF OUR CERTIFICATE OF
INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A TAKE-OVER WHICH MAY NOT BE IN
THE BEST INTERESTS OF OUR STOCKHOLDERS.
Provisions
of our Certificate of Incorporation and Bylaws may be deemed to have
anti-takeover effects, which include when and by whom special meetings of our
stockholders may be called, and may delay, defer or prevent a takeover attempt.
In addition, certain provisions of the Delaware General Corporation Law also
may be deemed to have certain anti-takeover effects which include that control
of shares acquired in excess of certain specified thresholds will not possess
any voting rights unless these voting rights are approved by a majority of a
corporation's disinterested stockholders.
Further,
our Certificate of Incorporation authorizes the issuance of up to 50,000 shares
of preferred stock with such rights and preferences as may be determined from
time to time by our Board of Directors in their sole discretion. Our Board of
Directors may, without stockholder approval, issue series of preferred stock
with dividends, liquidation, conversion, voting or other rights that could
adversely affect the voting power or other rights of the holders of our common
stock.
8
THIS PROSPECTUS
PERMITS SELLING SECURITY HOLDERS WHO ARE OUR AFFILIATES TO RESELL THEIR SHARES.
IF THEY DO SO, THE MARKET PRICE FOR OUR SHARES MAY FALL AND PURCHASERS OF OUR
SHARES MAY BE UNABLE TO RESELL THEM.
This
prospectus includes shares being offered by affiliates. To the extent that
these shares are sold into the market for our shares, there may be an
oversupply of shares and an undersupply of purchasers. If this occurs the
market price for our shares may decline significantly and investors may be
unable to sell their shares at a profit, or at all.
C
AUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain
statements in this prospectus contain or may contain forward-looking statements
that are subject to known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. These forward-looking statements
were based on various factors and were derived utilizing numerous assumptions
and other factors that could cause our actual results to differ materially from
those in the forward-looking statements. These factors include, but are not
limited to
•
our history of losses and uncertainty that
we will be able to continue as a going concern,
•
our ability to generate net sales in an
amount to pay our operating expenses,
•
our need for additional financing and
uncertainties related to our ability to obtain these funds,
•
our ability to repay the outstanding debt
of $6,291,914 at June 30, 2010 due our Chairman and CEO,
•
our reliance on sales to a limited number
of customers,
•
our dependence on a limited number of
distributors,
•
our ability to compete,
•
our ability to protect our intellectual
property,
•
market overhang issues, and
•
the application of Penny Stock Rules to the
trading in our stock.
Most
of these factors are difficult to predict accurately and are generally beyond
our control. You should consider the areas of risk described in connection with
any forward-looking statements that may be made herein. Readers are cautioned
not to place undue reliance on these forward-looking statements and readers
should carefully review this prospectus and our Annual Report on Form 10-K for
the year ended December 31, 2010, including the risks described in Part I. Item 1A. Risk Factors, together with
our subsequent filings with the Securities and Exchange Commission in their
entirety. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. These
forward-looking statements speak only as of the date of this prospectus, and
you should not rely on these statements without also considering the risks and
uncertainties associated with these statements and our business.
U
SE OF PROCEEDS
We
will not receive any proceeds upon the sale of shares by the selling security
holders.
P
URADYN
FILTER TECHNOLOGIES INCORPORATED
2010 STOCK
OPTION PLAN
Introduction
The
following descriptions summarize certain provisions of our 2010 Stock Option
Plan (the "2010 Plan"). This summary is not complete and is qualified by
reference to the full text of the plan, a copy of which has been filed as an
exhibit to the registration statement of which this prospectus is a part. Each
person receiving a plan option under the 2010 Plan should read the plan in its
entirety.
9
On July 29,
2010, our Board of Directors authorized the 2010 Plan. Our Board
of Directors adopted the 2010 Plan to permit us to offer to our employees,
officers, directors and consultants whose past, present and/or potential
contributions to our company have been, are or likely to be, important to our
success an opportunity to acquire a proprietary interest in Puradyn. We believe
that the types of long-term incentive awards that may be provided under the
2010 Plan will enable us to respond to changes in compensation practices, tax
laws, accounting regulations and the size and diversity of our businesses.
The 2010
Plan authorizes the grant of:
•
options
which quality as "incentive stock options" ("ISOs") under Section 422(b) of
the Internal Revenue Code of 1986, as amended (the "Code"); and
•
options
which do not qualify as ISOs ("non-qualified options" or "NSOs").
The
issuance of grants under the 2010 Plan will be made to persons who are closely
related to us and who provide bona fide services to us in connection with our
business. Under Federal securities laws, these services cannot be in connection
with the offer of sale of our securities in a capital raising transaction nor
directly or indirectly promote or maintain a market for our securities. We have
currently reserved 2,000,000 of our authorized but unissued shares of common
stock for issuance under the 2010 Plan. As of September 13, 2010 we have
granted options to purchase 570,000 shares of our common stock at an exercise
price of $0.21 per share under the 2010 Plan. This prospectus covers the resale
of the shares of common stock underlying those options as well as grants we may
make in the future under the 2010 Plan.
The
2010 Plan is administered by our Board of Directors or the Compensation
Committee of the Board of Directors (the "Committee"). The Board of Directors
or the Committee determines from time to time to whom plan options are to be
granted, the terms and provisions of the respective option agreements, the time
or times at which such options shall be granted, the type of options to be
granted, the dates such plan options become exercisable, the number of shares
subject to each option, the purchase price of such shares and the form of
payment of such purchase price. All other questions relating to the
administration of the 2010 Plan, and the interpretation of the provisions
thereof and of the related option agreements, are resolved by the Board or
Committee.
The
term of each plan option and the manner in which it may be exercised is
determined by the Board of Directors or the compensation committee, provided
that no option may be exercisable more than 10 years after the date of its grant
and, in the case of an incentive option granted to an eligible employee owning
more than 10% of the common stock, no more than five years after the date of
the grant. Unless the 2010 Plan is approved by our stockholders by July 29,
2011, no incentive stock options may be granted and all incentive stock options
that may have been previously granted shall automatically be converted into
non-qualified options.
The
exercise price per share for each NSO granted cannot be less 75% of the fair
market value of our common stock on the date of grant and the exercise price
per share for each ISO granted cannot be less than the fair market value per
share of common stock on the date of such grant. In the case of an ISO to be
granted to an employee owning stock possessing more than 10% of the total
combined voting power of all classes of our company, the price per share cannot
be less than 110% of the fair market value per share of common stock on the
date of grant.
In
the event of any stock split of our outstanding common stock, the Board of
Directors in its discretion may elect to maintain the stated amount of shares
reserved under the 2010 Plan without giving effect to such stock split. The
2010 Plan provides that, if our outstanding shares are increased, decreased, exchanged
or otherwise adjusted due to a share dividend, forward or reverse share split,
recapitalization, reorganization, merger, consolidation, combination or
exchange of shares, an appropriate and proportionate adjustment shall be made
in the number or kind of shares subject to unexercised options and in the
purchase price per share under such options. Any adjustment, however, does not
change the total purchase price payable for the shares subject to outstanding
options. In the event of our proposed dissolution or
liquidation, a proposed sale of all or substantially all of our assets, a
merger or tender offer for our shares of common stock, the Board of Directors
may declare that each option granted under the 2010 Plan will terminate as of a
date to be fixed by the Board of Directors; provided that not less than 30 days
written notice of the date so fixed shall be given to each participant holding
an option, and each such participant will have the right, during the period of
30 days preceding such termination, to exercise the participant's option, in
whole or in part, including as to options not otherwise exercisable.
10
Plan
options are exercisable by delivery of written notice to us stating the number
of shares with respect to which the option is being exercised, together with
full payment of the purchase price therefor. Payment for the exercise price of
the plan option can be in cash, check, certified or bank cashier's check,
promissory note secured by the shares issued through exercise of the related
options, shares of common stock or in such other form or combination of forms
which shall be acceptable to the Board of Directors or the Committee; provided
that any loan or guarantee by us of the purchase price may only be made upon
resolution of the Board or Committee that such loan or guarantee is reasonably
expected to benefit us.
All
plan options are non-assignable and non-transferable except by will or by the
laws of descent and distribution and during the lifetime of the optionee may be
exercised only by such optionee. If an optionee dies while our employee or
within three months after termination of employment by us because of
disability, or retirement or otherwise, such options may be exercised, to the
extent that the optionee shall have been entitled to do so on the date of death
or termination of employment, by the person or persons to whom the optionee's
right under the option pass by will or applicable law, or if no such person has
such right, by his executors or administrators.
In
the event of termination of employment because of death while an employee or
because of disability, the optionee's options may be exercised not later than
the expiration date specified in the option or one year after the optionee's
death, whichever date is earlier, or in the event of termination of employment
because of retirement or otherwise, not later than the expiration date
specified in the option or one year after the optionee's death, whichever date
is earlier. If an optionee's employment by us terminates because of disability
and such optionee has not died within the following three months, the options
may be exercised, to the extent that the optionee shall have been entitled to
do so at the date of the termination of employment, at any time, or from time
to time, but not later than the expiration date specified in the option or one
year after termination of employment, whichever date is earlier.
If
an optionee's employment shall terminate by reason of his/her retirement in
accordance with the terms of any tax-qualified retirement plans for our company
or with the consent of the Board or the Committee or involuntarily other than
by termination for cause, and such optionee has not died within the following
three months, he may exercise his or her option to the extent the optionee
shall have been entitled to do so at the date of the termination of employment,
at any time and from to time, but not later than the expiration date specified
in the option or 30 days after termination of employment, whichever date is
earlier. If an optionee's employment shall terminate for any reason other than
death, disability or retirement, all right to exercise the option shall
terminate at date of such termination of employment.
The
Board of Directors or Committee may amend, suspend or terminate the 2010 Plan
at any time; however, no such action may prejudice the rights of any holder of
a stock grant or optionee who has prior thereto been granted options under the
plan. In addition, no amendment may be made to the 2010 Plan which has the
effect of increasing the aggregate number of shares subject to this plan
(except for adjustments due to changes in our capitalization) or changing the
definition of "eligible person" under the plan unless and until approved by our
stockholders, if required, in the same manner as approval of the 2010 Plan. Any
such termination of the 2010 Plan shall not affect the validity of any options
previously granted thereunder. Unless the 2010 Plan shall have earlier been
suspended or terminated by the Board of Directors, the plan will terminate on
July 29, 2020.
11
Federal Income Tax Effects
The
following discussion applies to the 2010 Plan and is based on federal income
tax laws and regulations in effect on December 31, 2009. It does not purport to
be a complete description of the federal income tax consequences of the 2010
Plan, nor does it describe the consequences of state, local or foreign tax
laws, which may be applicable. Accordingly, any person receiving a grant under
the 2010 Plan should consult with his own tax adviser.
The
2010 Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974 and is not qualified under Section 401(a) of the Code. An
employee granted an incentive stock option does not recognize taxable income
either at the date of grant or at the date of its timely exercise. However, the
excess of the fair market value of common stock received upon exercise of the
incentive stock option over the exercise price is an item of tax preference
under Section 57(a)(3) of the Code and may be subject to the alternative
minimum tax imposed by Section 55 of the Code. Upon disposition of stock
acquired on exercise of an incentive stock option, long-term capital gain or
loss is recognized in an amount equal to the difference between the sales price
and the incentive option exercise price, provided that the option holder has
not disposed of the stock within two years from the date of grant and within
one year from the date of exercise. If the incentive option holder disposes of
the acquired stock (including the transfer of acquired stock in payment of the
exercise price of an incentive stock option) without complying with both of
these holding period requirements ("Disqualifying Disposition"), the option
holder will recognize ordinary income at the time of such Disqualifying
Disposition to the extent of the difference between the exercise price and the
lesser of the fair market value of the stock on the date the incentive option
is exercised (the value six months after the date of exercise may govern in the
case of an employee whose sale of stock at a profit could subject him to suit
under Section 16(b) of the Securities Exchange Act of 1934) or the amount realized
on such Disqualifying Disposition. Any remaining gain or loss is treated as a
short-term or long-term capital gain or loss, depending on how long the shares
are held. In the event of a Disqualifying Disposition, the incentive stock
option tax preference described above may not apply (although, where the
Disqualifying Disposition occurs subsequent to the year the incentive stock
option is exercised, it may be necessary for the employee to amend his return
to eliminate the tax preference item previously reported). We are not entitled
to a tax deduction upon either exercise of an incentive option or disposition
of stock acquired pursuant to such an exercise, except to the extent that the
option holder recognized ordinary income in a Disqualifying Disposition.
If
the holder of an incentive stock option pays the exercise price, in full or in
part, with shares of previously acquired common stock, the exchange should not
affect the incentive stock option tax treatment of the exercise. No gain or loss
should be recognized on the exchange, and the shares received by the employee,
equal in number to the previously acquired shares exchanged therefor, will have
the same basis and holding period for long-term capital gain purposes as the
previously acquired shares. The employee will not, however, be able to utilize
the old holding period for the purpose of satisfying the incentive stock option
statutory holding period requirements. Shares received in excess of the number
of previously acquired shares will have a basis of zero and a holding period,
which commences as of the date the common stock, is issued to the employee upon
exercise of the incentive option. If an exercise is effected using shares
previously acquired through the exercise of an incentive stock option, the
exchange of the previously acquired shares will be considered a disposition of
such shares for the purpose of determining whether a Disqualifying Disposition
has occurred.
In
respect to the holder of non-qualified options, the option holder does not
recognize taxable income on the date of the grant of the non-qualified option,
but recognizes ordinary income generally at the date of exercise in the amount
of the difference between the option exercise price and the fair market value
of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the
date of exercise in the amount of the difference between the option exercise
price and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.
12
Restrictions Under Securities Laws
The
sale of all shares issued under the 2010 Plan must be made in compliance with
federal and state securities laws. Our officers, directors and 10% or greater
stockholders, as well as certain other persons or parties who may be deemed to
be "affiliates" of ours under federal securities laws, should be aware that
resales by affiliates can only be made pursuant to an effective registration
statement, Rule 144 of the Securities Act of 1933 or other applicable
exemption. Our officers, directors and 10% and greater stockholders may also
become subject to the "short swing" profit rule of Section 16(b) of the
Securities Exchange Act of 1934.
S
ELLING SECURITY
HOLDERS
The
information under this heading relates to resales of shares covered by this
prospectus by persons who are our "affiliates" as that term is defined under
federal securities laws. These persons will be members of our Board of
Directors and/or officers of our company. Shares issued pursuant to this
prospectus to our affiliates are "control" shares under federal securities
laws.
At
September 13, 2010 there were 46,010,437 shares of our common stock issued and
outstanding. The following table sets forth:
•
the name of
each affiliated selling security holder,
•
the amount
of common stock owned beneficially, directly or indirectly, by each
affiliated selling security holder,
•
the maximum
amount of shares to be offered by the affiliated selling security holders
pursuant to this prospectus, and
•
the amount
of common stock to be owned by each affiliated selling security holder
following sale of the shares.
Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities and includes any
securities which the person has the right to acquire within 60 days through the
conversion or exercise of any security or other right. The information as to
the number of shares of our common stock owned by each affiliated selling security
holder is based upon our books and records and the information provided by our
transfer agent.
We
may amend or supplement this prospectus from time to time to update the
disclosure set forth in the table. Because the selling security holders
identified in the table may sell some or all of the shares owned by them which
are included in this prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the shares,
no estimate can be given as to the number of shares available for resale hereby
that will be held by the affiliated selling security holders upon termination
of the offering made hereby. We have therefore assumed, for the purposes of the
following table, that the affiliated selling security holders will sell all of
the shares owned by them, which are being offered hereby, but will not sell any
other shares of our common stock that they presently own.
Persons
who receive stock grants under the 2010 Plan and are deemed affiliates may
affect sales of shares of common stock covered hereby not in excess of 1% of
our outstanding common stock in any three month period.
Grants
may be made to affiliates in the future which we are not able to identify at
this time. Before any of our affiliates sell any of his shares received under
the 2010 Plan, we will supplement this prospectus with the required information
regarding the names of the persons selling, the total number of shares owned by
these persons and the number of shares proposed to be sold under this
prospectus.
13
Name of
selling security holder
Number of
shares owned
Shares to be
offered
Shares to be
owned after
offering
% owned
after
offering
Kevin G. Kroger
(1)
817,633
100,000
817,633
1.7%
Alan J. Sandler
(2)
183,392
75,000
258,392
*
* represents less than 1%
(1)
Mr.
Kroger is an executive officer and a member of our Board of Directors. The
number of shares owned by Mr. Kroger includes:
•
options to purchase 100,000 shares of
common stock at $1.70 per share through January 10, 2013; and
•
options to purchase 25,000 shares of common
stock at $0.26 per share through June 10, 2018.
The
number of shares beneficially owned by Mr. Kroger excludes unvested options to
purchase 75,000 shares of our common stock at an exercise price of $0.26 per
share through June 10, 2018 and unvested options to purchase 100,000 shares of
our common stock at an exercise price of $0.21 per share through September 8,
2020.
The
number of shares offered includes 100,000 shares of our common stock underlying
unvested options granted under the 2010 Plan which are exercisable at an
exercise price of $0.21 per share through September 8, 2020.
(2)
Mr.
Sandler is an executive officer of our company. The number of shares
beneficially owned by Mr. Sandler includes:
•
options to purchase 100,000 shares of
common stock at $0.30 per share through August 5, 2018; and
•
options to purchase 25,000 shares of common
stock at $0.26 per share through June 10, 2018.
The
number of shares beneficially owned by Mr. Sandler excludes unvested options to
purchase 75,000 shares of our common stock at an exercise price of $.26 per
share through June 10, 2018 and unvested options to purchase 75,000 shares of
our common stock at an exercise price of $0.21 per share through September 8,
2020.
The
number of shares offered includes 75,000 shares of our common stock underlying
unvested options granted under the 2010 Plan which are exercisable at an
exercise price of $0.21 per share through September 8, 2020.
P
LAN OF
DISTRIBUTION
The
information under this heading includes resales of shares covered by this
prospectus by persons who are our "affiliates" as that term in defined under
federal securities laws.
The
shares covered by this prospectus may be resold and distributed from time to
time by the selling security holders in one or more transactions, including
ordinary broker's transactions, privately-negotiated transactions or through
sales to one or more broker-dealers for resale of these shares as principals,
at market prices existing at the time of sale, at prices related to existing
market prices, through Rule 144 transactions or at negotiated prices. The
selling security holders in connection with sales of securities may pay usual
and customary, or specifically negotiated, brokerage fees or commissions.
14
The
selling security holders may sell shares in one or more of the following
methods, which may include crosses or block transactions:
•
through the
"pink sheets", on the OTC Bulletin Board, or on such exchanges or
over-the-counter markets on which our shares may be listed from time-to-time,
in transactions which may include special offerings, exchange distributions
and/or secondary distributions, pursuant to and in accordance with the rules
of such exchanges, or through brokers, acting as principal or agent;
•
in
transactions other than on such exchanges or in the over-the-counter market,
or a combination of such transactions, including sales through brokers,
acting as principal or agent, sales in privately negotiated transactions, or
dispositions for value, subject to rules relating to sales by affiliates; or
•
through the
writing of options on our shares, whether or not such options are listed on
an exchange, or other transactions requiring delivery of our shares, or the
delivery of our shares to close out a short position.
Any
such transactions may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices.
In
making sales, brokers or dealers used by the selling security holders may
arrange for other brokers or dealers to participate. The selling security
holders who are affiliates of our company and others through whom such
securities are sold may be "underwriters" within the meaning of the Securities
Act of 1933 for the securities offered, and any profits realized or commission
received may be considered underwriting compensation. Information as to whether
an underwriter(s) who may be selected by the selling security holders, or any
other broker-dealer, is acting as principal or agent for the selling security
holders, the compensation to be received by underwriters who may be selected by
the selling security holders, or any broker-dealer, acting as principal or
agent for the selling security holders and the compensation to be received by
other broker-dealers, in the event the compensation of other broker-dealers is
in excess of usual and customary commissions, will, to the extent required, be
set forth in a supplement to this prospectus. Any dealer or broker
participating in any distribution of the shares may be required to deliver a
copy of this prospectus, including the supplement, if any, to any person who
purchases any of the shares from or through a dealer or broker.
We
have advised the selling security holders that, at the time a resale of the
shares is made by or on behalf of a selling security holder, a copy of this
prospectus is to be delivered. We have also advised the selling security
holders that during the time as they may be engaged in a distribution of the shares
included herein they are required to comply with Regulation M of the Securities
Exchange Act of 1934. With certain exceptions, Regulation M precludes any
selling security holders, any affiliated purchasers and any broker-dealer or
other person who participates in the distribution from bidding for or
purchasing, or attempting to induce any person to bid for or purchase any
security which is the subject of the distribution until the entire distribution
is complete. Regulation M also prohibits any bids or purchase made in order to
stabilize the price of a security in connection with the distribution of that
security.
Sales
of securities by us and the selling security holders or even the potential of
these sales may have an adverse effect on the market price for shares of our
common stock.
15
D
ESCRIPTION OF
SECURITIES
General
The
following description of our capital stock and provisions of our Certificate of
Incorporation is a summary thereof and is qualified by reference to our Certificate
of Incorporation, a copy of which may be obtained
upon request. The authorized capital stock of our company consists of
50,000,000 shares of common stock, par value $0.001 per share, and 50,000
shares of preferred stock, par value $0.001 per share. At September 13, 2010
there were 46,010,437 shares of our common stock and no shares of our preferred
stock issued and outstanding.
Common Stock
Holders
of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefor. In the event
of a liquidation, dissolution or winding up of our company, the holders of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. All of the outstanding shares of common stock are
fully paid and non-assessable. Holders of common stock have no preemptive
rights to purchase our common stock. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.
Preferred Stock
The
Board of Directors is authorized to provide for the issuance of shares of
preferred stock in series and, by filing a certificate pursuant to the
applicable laws of Delaware, to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without any further vote or
action by the stockholders. Any shares of preferred stock so issued would have
priority over the common stock with respect to dividend or liquidation rights.
Any future issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of Puradyn without further action
by the stockholders and may adversely affect the voting and other rights of the
holders of common stock.
The
issuance of shares of preferred stock, or the issuance of rights to purchase
such shares, could be used to discourage an unsolicited acquisition proposal.
For instance, the issuance of a series of preferred stock might impede a
business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best
interests of our stockholders, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that some, or
a majority, of the stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over the then
market price of such stock. The Board of Directors does not at present intend
to seek stockholder approval prior to any issuance of currently authorized
stock, unless otherwise required by law or stock exchange rules.
Transfer Agent
Our
transfer agent is Pacific Stock Transfer Company, 4045 South Spencer Street,
Suite 403, Las Vegas, NV 89119, and its telephone number is 702-361-3033.
16
L
EGAL MATTERS
The
validity of the securities offered by this prospectus will be passed upon for
us by Schneider Weinberger & Beilly LLP, 2200 Corporate Boulevard, N.W.,
Boca Raton, Florida 33431.
E
XPERTS
The
audited consolidated balance sheets of Puradyn as of December 31, 2009 and
2008, and the related audited consolidated statements of operations,
consolidated statement of changes in stockholders' deficit and consolidated
statement of cash flows for the years ended December 31, 2009 and 2008
appearing in our Annual Report on Form 10-K for the year ended December 31,
2009 as filed with the Securities and Exchange Commission have been audited by
Webb & Company, P.A., independent registered public accounting firm, as set
forth in their report thereon and are incorporated by reference in reliance
upon the authority of such firm as experts in auditing and accounting.
I
NDEMNIFICATION
Our
Certificate of Incorporation and By-laws provide for the indemnification of our
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law. Section 145 of the Delaware General Corporation Law permits a
corporation, under specified circumstances, to indemnify its directors, officers,
employees or agents against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by them
in connection with any action, suit or proceeding brought by third parties by
reason of the fact that they were or are directors, officers, employees or
agents of the corporation, if such directors, officers, employees or agents
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of any action or suit, and only with respect to
a matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Our
Certificate of Incorporation contains a provision which eliminates, to the
fullest extent permitted by the Delaware General Corporation Law, director
liability for monetary damages for breaches of the fiduciary duty of care or
any other duty as a director.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
17
PART II
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
Item 3.
Incorporation of Documents by Reference.
The
documents listed below are incorporated by reference in the registration
statement.
•
Annual
Report on Form 10-K for the year ended December 31, 2009,
•
Current
Report on Form 8-K as filed on April 16, 2010,
•
Current
Report on Form 8-K as filed on April 21, 2010,
•
Quarterly
Report on Form 10-Q for the period ended March 31, 2010,
•
Current
Report on Form 8-K as filed on May 25, 2010,
•
Current
Report on Form 8-K as filed on August 5, 2010,
•
Current
Report on Form 8-K as filed on August 16, 2010, and
•
Quarterly
Report on Form 10-Q for the period ended June 30, 2010.
All
documents subsequently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such documents.
Any
statement incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement modified or superseded shall not be deemed, except as
so modified or superseded, to constitute part of this prospectus.
We
hereby undertake to provide without charge to each person, including any beneficial
owner, to whom a copy of the prospectus has been delivered, on the written
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this prospectus,
other than exhibits to such documents. Written requests for such copies should
be directed to Corporate Secretary, at 2017 High Ridge Road, Boynton Beach,
Florida 33426, telephone number (561) 547-9499.
Item 4.
Description of Securities.
Holders
of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefor. In the event
of a liquidation, dissolution or winding up of our company, the holders of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. All of the outstanding shares of common stock are
fully paid and non-assessable. Holders of common stock have no preemptive
rights to purchase our common stock. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.
Item 5.
Interests of Named Experts and Counsel.
Not
applicable.
Item 6.
Indemnification of Directors and Officers.
Our
Certificate of Incorporation and By-laws provide for the indemnification of our
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law. Section 145 of the Delaware General Corporation Law permits a
corporation, under specified circumstances, to indemnify its directors, officers,
employees or agents against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by them
in connection with any action, suit or proceeding brought by third parties by
reason of the fact that they were or are directors, officers, employees or
agents of the corporation, if such directors, officers, employees or agents
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of any action or suit, and only with respect to
a matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Our
Certificate of Incorporation contains a provision which eliminates, to the
fullest extent permitted by the Delaware General Corporation Law, director
liability for monetary damages for breaches of the fiduciary duty of care or
any other duty as a director.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 7.
Exemption From Registration Claimed.
Persons
eligible to receive grants under the 2010 Plan will have an existing
relationship with us and will have access to comprehensive information about us
to enable them to make an informed investment decision. The recipient must
express an investment intent and, in the absence of registration under the
Securities Act of 1933, consent to the imprinting of a legend on the securities
restricting their transferability except in compliance with applicable
securities laws.
2
Item 8.
Exhibits.
Exhibit No.
Description
5.1
Opinion of
Schneider Weinberger & Beilly LLP *
10.1
Puradyn
Filter Technologies Incorporated 2010 Stock Option Plan (1)
23.1
Consent of
Webb & Company, P.A. *
23.2
Consent of
Schneider Weinberger & Beilly LLP (included in Exhibit 5.1 hereof)
*
          Filed herewith.
(1)          Incorporated
by reference to the Current Report on Form 8-K as filed on August 5, 2010.
Item 9.
Undertakings.
The
undersigned registrant hereby undertakes:
1.         To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
i.
To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
ii.
To reflect
in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospects filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
iii.
To include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
2.         That,
for the purpose of determining liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3.         To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the end of the offering.
4.         That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each
prospectus filed pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was first deemed
part of and included in the registration statement.
3
The
undersigned registration hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, e ach filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or preceding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boynton Beach, State of Florida on September 16, 2010.
Puradyn
Filter Technologies Incorporated
By:
/s/ Joseph
V. Vittoria
Joseph V.
Vittoria, Chief Executive Officer
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Joseph V.
Vittoria his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this report has been signed
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
4
Signature
Title
Date
/s/ Joseph V. Vittoria
CEO,
Chairman, principal executive officer
September 16, 2010
Joseph V.
Vittoria
/s/ Kevin J. Kroger
President,
Chief Operating Officer, director
September 16, 2010
Kevin J.
Kroger
/s/ Alan J.
Sandler
Vice
President, Secretary to the Board, principal financial and accounting officer
September 16, 2010
Alan J.
Sandler
/s/John S. Caldwell
Director
September 16, 2010
John S.
Caldwell
Director
Forrest D. Hayes
/s/ Charles W. Walton
Director
September 16, 2010
Charles W.
Walton
Director
Dominick Telesco
The foregoing represents a majority of the Board of Directors.
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