Notice of Delisting or Failure to Satisfy a Continued Listing Rule or



On December 14, 2022, we received a deficiency letter from the Listing Qualifications Department of The
Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of its noncompliance with the Nasdaq Listing Rule 5550(b)(1) for
the Nasdaq Capital Market, which requires that a listed company’s stockholders’ equity be at least $2.5 million. In accordance
with Nasdaq rules, the Company has 45 calendar days from the date of the notification to submit a plan to regain compliance with Nasdaq
Listing Rule 5550(b)(1). The Company intends to submit a compliance plan within 45 days of the date of the notification and will evaluate
available options to resolve the deficiency and regain compliance. If the Company’s compl iance plan is accepted, the Company may
be granted up to 180 calendar days from December 14, 2022 to evidence compliance.






The notice has no immediate impact on the Company’s listing or trading on Nasdaq.











Pursuant to the requirements of the Securities
Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: December 21, 2022








  /s/ Dean L. Julia                                                   


Dean L. Julia, Chief Executive Officer







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