Security Type

Security Class Title⁽¹⁾

Fee
Calculation
Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Share

Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration Fee

Equity

Common stock, $0.001 par value per share

Other⁽²⁾

5,267,281

$0.25675 ⁽²⁾

$1,352,375 ⁽²⁾

$110.20 per $1,000,000

$149.03

Equity

Common stock,

$0.001 par value

per share

 450,000 ⁽³⁾

  $0.979 ⁽⁴⁾

   $440,550 ⁽⁴⁾

$110.20 per $1,000,000

$48.55

Total Offering Amounts

 $1,792,925

$197.58

Total Fee Offsets

$0.00

Net Fee Due

$197.58

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 also includes additional shares of common stock in respect of the securities identified in the above table that may become issuable by reason of any stock dividend, stock split, recapitalization or similar adjustments.

(2)

Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The maximum price per share of common stock and the maximum aggregate offering price are based on the average of the $0.25675 (high) and $0.25675 (low) sale price of the common stock as reported by The OTC Markets on 2/1/2023, which date is within five business days prior to filing this registration statement.

(3)

Consists of shares underlying outstanding stock options.

(4)

Represents the weighted average exercise price.