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



On January 4, 2023, we received a deficiency notification from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of its noncompliance with the Nasdaq
Listing Rule 5620(a) to hold an annual meeting of shareholders within no later than one year after the end of the Company’s fiscal
year end. Under Nasdaq Rules the Company now has 45 calendar days to submit a plan to regain compliance and can grant up to 180 calendar
days from the fiscal year end, or until June 29, 2023, to regain compliance.





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: January 6, 2023








  /s/ Dean L. Julia                                                   


Dean L. Julia, Chief Executive Officer







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