(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
Security
type
Security
class
title
Fee
calculation
or carry
forward
rule
Amount
registered (1)
Proposed
maximum
offering
price per
unit
Maximum
aggregate
offering
price
Fee
rate
Amount of
registration
fee(4)
Fees to Be
Paid
Equity
Common shares USD $0.0001 par
value per share underlying common
stock purchase warrants to be offered
for resale by the selling stockholder,
The Special Equities Opportunity
Fund, LLC (1)(2)(4)
457
(o)
30,000,000—
0.0185—
$
555,000
0.0000927
$
51.45
Fees to Be
Paid
Equity
Common shares USD $0.0001 par value per share underlying common stock purchase warrants to be offered for resale by the selling stockholder, Gregory Castaldo (1)(3)(4)
457
(o)
—20,000,000
$0.0185—
$
370,000
0.0000927
$
34.30
Total Offering Amounts
$
925,000
$
85.75
Total Fees Previously Paid
—
Total Fee Offsets
—
Net Fee Due
$
85.75
1. Represents shares to be registered on strictly behalf of Selling Stockholders, The Special Equities Opportunity Fund, LLC and Gregory Castaldo. Includes an indeterminable number of additional shares of Common Stock, pursuant to Rule 416 under the Securities Act that may be issued to prevent dilution from stock splits, stock dividends or similar transaction that could affect the shares to be offered by Selling Stockholders.
2. Consists of an aggregate of 30,000,000 shares of Common Stock issuable on conversion of common stock purchase warrants held by The Special Equities Opportunity Fund, LLC.
3. Consists of an aggregate of 20,000,000 shares of Common Stock issuable on conversion of common stock purchase warrants held by Gregory Castaldo.
4. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and is based upon the closing price of $0.0185 per share of the Registrant’s Common Stock on the OTCQB on August 3, 2022
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