Exhibit 107
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be (1)(4) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
Common Stock, par value $0.001 per share, underlying Series G Convertible Preferred Stock | 1,020,625,000 | (2)(4) | $ | 0.01 | (5) | $ | 10,206,250.00 | (5) | $ | 946.12 | ||||||
Common Stock, par value $0.001 per share, underlying warrants | 907,055,433 | (3)(4) | $ | 0.01 | (5)(6) | $ | 9,070,554.33 | (5)(6) | $ | 840.84 | ||||||
Total | 1,927,680,433 | (1)(2)(3)(4) | $ | 19,276,804.33 | $ | 1,786.96 |
(1) | The shares of common stock being registered hereunder are being registered for resale by the selling stockholders named in the accompanying prospectus. |
(2) | Represents shares of common stock issuable upon the conversion of 710,000 shares of outstanding Series G Convertible Preferred Stock, par value $0.001 per share (the “Series G Stock”) currently outstanding Stock into that number of shares of the Company’s Common Stock equal to the sum of (a) the number of Series G Stock shares being converted, multiplied by $10.00 (the “Stated Value” of each share), divided by the Conversion Price (The initial “Conversion Price” shall be $0.01.), plus (b) an additional amount issuable to each holder converting all or any portion of Series G Stock (the “Make Good Amount”) equal to $210 for each $1,000 of Stated Value of the Series G Stock converted (prorated for amounts more or less than $1,000), divided by the product of 80% times the average prevailing market price for the five trading days prior to the date a holder delivers a notice of conversion to the Company (which average has been estimated at $0.006 per share). |
(3) | Represents shares of common stock issuable upon the exercise of warrants to purchase 907,055,433 shares of common stock at an exercise price of $0.01 per share, offered by the selling stockholders. |
(4) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder include such indeterminate number of additional shares of common stock as may from time to time become issuable by reason of anti-dilution provisions, stock splits, stock dividends, recapitalizations or other similar transactions. |
(5) | Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The maximum price per Security and the maximum aggregate offering price are based on the average of the $0.0082 (high) and $0.0076 (low) sale price of the Registrant’s Common Stock as reported on the OTCQB market of OTC Markets Group, Inc. on 5/4/2022, which date is within five business days prior to filing this Registration Statement. |
(6) | Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(g) of the Securities Act. |