Failure to Satisfy Listing Rule Form 8 K

On June 27, 2024, the Company converted demand promissory notes issued in exchange for $187,000 cash into convertible notes due December 31, 2024. These notes totaling $212,000 (plus an additional $25,000 in convertible notes also due December 31, 2024 issued in exchange for legal services) inclusive of principal and original issue discount are convertible at the option of the holder at $.50 per share. Dr Salkind, Chairman of the Company, owns $160,000 of these convertible notes. On May 31, 2024, we filed a Form D seeking to raise an estimated one million dollars on terms described in our Form 10-Q filed on May 20, 2024. We are pleased to report that the Offering was over subscribed at $1,037,000, with $435,000 in cash raised since our last filing from various accredited investors, bringing the total number of outstanding common shares to 7,447,816. Exemption from registration for the aforementioned transactions is claimed under Rule 506, Section 4(2) /or Section 3(a) (9) of the Securities Act of 1933, as amended. There were no commissions paid in conjunction with the aforementioned transactions.