COMMITMENTS, CONTINGENCIES AND OTHER MATTERS	12 Months Ended
Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS, CONTINGENCIES AND OTHER MATTERS	NOTE I – COMMITMENTS, CONTINGENCIES AND OTHER MATTERS [1] Operating leases:The Company leases office and R&D/production facilities in New Jersey. The lease of the NJ facility was originally set to expire on December 31, 2022; however, the Company entered into an amendment to the lease extension (the “Thirteenth Amendment”) on October 27, 2022. Under the Thirteenth Amendment, the Company extended the term of the lease until February 28, 2023 (to coincide with the expected closing date of the Asset Sale to Healgen). In addition, under the Thirteenth Amendment, the landlord increased the base rental from $3,000 per month to $4,000 per month and required the Company to pay four (4) months of base rent and four (4) months of the Company’s projected pro rata share of expenses related to the facility. This resulted in a payment in the amount of $21,000 made to the landlord upon execution of the Thirteenth Amendment. A copy of the Thirteenth Amendment is attached to this Annual Report on Form 10-K as Exhibit Number 10.52. The Company also leases office support equipment through September 2025 and December 2025. As of December 31, 2022, commitments for these leases are approximately $4,000 for each of the next three years and are not considered material. Rent Expense was $53,000 in Fiscal 2022 and $47,000 in Fiscal 2021. [2] Employment agreements:The Company has an employment agreement in place with its Chief Executive Officer/Principal Financial Officer, Melissa Waterhouse. The employment agreement with Ms. Waterhouse provides for a $160,000 annual salary (although the salary of Ms. Waterhouse has been deferred at various rates during different periods of time over the last several fiscal years resulting in deferred compensation due to Ms. Waterhouse in the amount of $87,000 through December 31, 2022). In addition, there were weeks during Fiscal 2022 where Ms. Waterhouse did not receive her salary (the non-deferred portion) and this resulted in current salary owed to Ms. Waterhouse of $32,000 as of December 31, 2022. The employment agreement contains severance provisions; in the event the Company terminates Ms. Waterhouse’s employment for any reason other than cause (which is defined under the employment agreement), Ms. Waterhouse would receive severance pay equal to 12 months of her base salary at the time of termination, with continuation of all medical benefits during the twelve-month period at the Company’s expense. In addition, Ms. Waterhouse may tender her resignation and elect to exercise the severance provision if she is required to relocate more than 50 miles from the Company’s New York facility as a continued condition of employment, if there is a substantial change in the responsibilities normally assumed by her position, or if she is asked to commit or conceal an illegal act by an officer or member of the board of directors of the Company. In the case of a change in control of the Company, Ms. Waterhouse would be entitled to severance pay equal to two times her base salary under certain circumstances. [3] Legal: From time to time, the Company may be involved in immaterial legal proceedings in connection with matters that arise during the normal course of business. While the ultimate outcome of any such immaterial litigation cannot be predicted, if the Company is unsuccessful in defending any such litigation, the resulting financial losses are not expected to have a material adverse effect on the financial position, results of operations or cash flows of the Company. [4] Property Taxes:The Company is currently delinquent in its property and school taxes. The Company has been communicating with the county over the past several months to discuss options for payment of the delinquent taxes; including, but not limited to, entering into a payment plan offered by the county. The Company made a payment in the amount of $35,000 to the county in November 2022 which paid the Company’s school tax for the 2022-2023 school year in the amount of $25,000 and applied $10,000 towards the Company’s delinquent taxes. (See Note L – Subsequent Events for more information related to the status of the Property Taxes).

COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

12 Months Ended

Dec. 31, 2022

COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

NOTE I – COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

[1] Operating leases:The Company leases office and R&D/production facilities in New Jersey. The lease of the NJ facility was originally set to expire on December 31, 2022; however, the Company entered into an amendment to the lease extension (the “Thirteenth Amendment”) on October 27, 2022. Under the Thirteenth Amendment, the Company extended the term of the lease until February 28, 2023 (to coincide with the expected closing date of the Asset Sale to Healgen). In addition, under the Thirteenth Amendment, the landlord increased the base rental from $3,000 per month to $4,000 per month and required the Company to pay four (4) months of base rent and four (4) months of the Company’s projected pro rata share of expenses related to the facility. This resulted in a payment in the amount of $21,000 made to the landlord upon execution of the Thirteenth Amendment. A copy of the Thirteenth Amendment is attached to this Annual Report on Form 10-K as Exhibit Number 10.52.

The Company also leases office support equipment through September 2025 and December 2025. As of December 31, 2022, commitments for these leases are approximately $4,000 for each of the next three years and are not considered material.

Rent Expense was $53,000 in Fiscal 2022 and $47,000 in Fiscal 2021.

[2] Employment agreements:The Company has an employment agreement in place with its Chief Executive Officer/Principal Financial Officer, Melissa Waterhouse. The employment agreement with Ms. Waterhouse provides for a $160,000 annual salary (although the salary of Ms. Waterhouse has been deferred at various rates during different periods of time over the last several fiscal years resulting in deferred compensation due to Ms. Waterhouse in the amount of $87,000 through December 31, 2022). In addition, there were weeks during Fiscal 2022 where Ms. Waterhouse did not receive her salary (the non-deferred portion) and this resulted in current salary owed to Ms. Waterhouse of $32,000 as of December 31, 2022.

The employment agreement contains severance provisions; in the event the Company terminates Ms. Waterhouse’s employment for any reason other than cause (which is defined under the employment agreement), Ms. Waterhouse would receive severance pay equal to 12 months of her base salary at the time of termination, with continuation of all medical benefits during the twelve-month period at the Company’s expense. In addition, Ms. Waterhouse may tender her resignation and elect to exercise the severance provision if she is required to relocate more than 50 miles from the Company’s New York facility as a continued condition of employment, if there is a substantial change in the responsibilities normally assumed by her position, or if she is asked to commit or conceal an illegal act by an officer or member of the board of directors of the Company. In the case of a change in control of the Company, Ms. Waterhouse would be entitled to severance pay equal to two times her base salary under certain circumstances.

[3] Legal:

From time to time, the Company may be involved in immaterial legal proceedings in connection with matters that arise during the normal course of business. While the ultimate outcome of any such immaterial litigation cannot be predicted, if the Company is unsuccessful in defending any such litigation, the resulting financial losses are not expected to have a material adverse effect on the financial position, results of operations or cash flows of the Company.

[4] Property Taxes:The Company is currently delinquent in its property and school taxes. The Company has been communicating with the county over the past several months to discuss options for payment of the delinquent taxes; including, but not limited to, entering into a payment plan offered by the county. The Company made a payment in the amount of $35,000 to the county in November 2022 which paid the Company’s school tax for the 2022-2023 school year in the amount of $25,000 and applied $10,000 towards the Company’s delinquent taxes. (See Note L – Subsequent Events for more information related to the status of the Property Taxes).