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

Equity

Common Stock, par value $0.001 per share

Rule 457(a) and

Rule 457(h)

10,000,000(3)

$.0568

$568,000

$147.60 per $1,000,000

$83.84

Total Offering Amount

$568,000

$83.84 

Total Fee Offsets

—

Net Fee Due

$83.84

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.001 per share, of the Registrant (“Common Stock”) that become issuable under the Registrant’s 2023 Equity Incentive Plan (“2023 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of the Registrant’s outstanding shares of Common Stock.

(2)

The proposed maximum offering price per share has been estimated in accordance with Rules 457(a) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the over-the-counter market on December 19, 2023., which date is within five business days prior to filing this Registration Statement.

(3)

Represents 10,000,000 shares of the Registrant’s Common Stock that are available for issuance pursuant to the 2023 Plan.