Security
Type

Security
Class
Title

Fee
Calculation
Rule

Amount
Registered (1)

Proposed
Maximum
Offering
Price Per

Unit (2)

Maximum
Aggregate
Offering
Price

Fee Rate

Amount of
Registration
Fee

Carry
Forward
Form
Type

Carry
Forward
File
Number

Carry
Forward
Initial
effective

date

Filing Fee
Previously
Paid In
Connection
with Unsold Securities
to be
Carried
Forward

Newly Registered Securities

Fees to Be
Paid

Equity

Common stock, no par value

457(c) (2)

8,375,000 (3)

$0.1226

$1,026,775

0.0000927

$95.18

Fees to Be
Paid

Equity

Common stock, no par value

457(c) (2)

2,500,000 (4)

$0.1226

$306,500

0.0000927

$28.41

Fees to Be
Paid

Equity

Common stock, no par value

457(c) (2)

9,803,196 (5)

$0.1226

$1,201,872

0.0000927

$111.41

Fees
Previously
Paid

-

-

-

-

-

-

-

-

Total Offering Amounts

$2,535,147

$235.01

Total Fees Previously Paid

$0

Total Fee Offsets

$0

Net Fee Due

$235.01 (6)

(1)

In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be adjusted to cover the additional shares of common stock pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee, based upon the average of the high and low prices of our common stock, as reported by the OTC Pink Market on June 16, 2022, in accordance with Rule 457(c) under the Securities Act of 1933, as amended.

(3)

Represents shares of our common stock held by selling shareholders Innovest Global, Inc. (7,500,000) and AJB Capital Investments, LLC (875,000) as described in this Registration Statement.

(4)

Represents shares of our common stock issuable upon the exercise of warrants held by selling shareholder AJB Capital Investments, LLC as described in this Registration Statement.

(5)

Represents a good faith estimate of the maximum number of shares of our common stock issuable upon the conversion of four separate convertible promissory notes held by a selling shareholders AJB Capital Investments, LLC (4,814,815) and Bountiful Capital, LLC (4,988,381) as described in this Registration Statement, assuming (i) each note is convertible at a price per share calculated pursuant to the terms of the note as of May 15, 2022, and (ii) principal outstanding and accrued interest as of May 15, 2022, without taking into account the limitations on the conversion of the notes provided for in their terms.

(6)

The filing fee of $235.01 is being paid concurrently with the filing of this Registration Statement.