Security Type

Security Class Title

Fee Calculation Rule

Amount Registered⁽¹⁾

Proposed Maximum Offering Price Per Unit⁽²⁾

Maximum Aggregate Offering Price⁽²⁾

Fee Rate

Amount of Registration Fee

Newly Registered Securities

Fees to Be Paid

Equity

Shares of common stock, par value $0.0001, issuable upon exercise of warrants held by selling stockholders

Other⁽²⁾

3,030,304

$0.09

$272,727

0.0000927

$25.28

Fees Previously Paid

—

—

—

—

—

—

—

—

Total Offering Amounts

$272,727

$25.28

Total Fees Previously Paid

$0

Total Fee Offsets

$0

Net Fees Due

$25.28⁽³⁾

(1)

Pursuant to Rule 416 under the Securities Act, the shares of common stock being registered hereunder include such indeterminate number of shares as may be issuable with respect to the shares of common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the amount of registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”). The proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low bid prices of the shares of common stock as of April 6, 2022 as quoted on the OTCQB of $0.09.

(3)

The filing fee of $25.28 is being paid concurrently with the filing of this registration statement on Form S-1.