Exhibit 107

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered	Shares to be Registered(1)		Proposed Maximum Aggregate Offering Price Per Share		Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Shares of Common Stock, par value $0.00001		101,157,466	$	0.10		10,115,747		937.73
Shares of Common Stock issuable upon exercise of warrants		114,275,000	$	0.10		11,427,500		1,059.33
Shares of Common Stock issuable upon conversion of Series B Preferred Stock		77,450,000	$	0.10		7,745,000		717.96
Shares of Common Stock issuable upon conversion of convertible notes		76,200,000	$	0.10		7,620,000		706.38
Total number of securities to be registered		369,082,466	$	0.10		36,908,247		3,421.40

(1)

Pursuant to Rule 416 under the Securities Act, this registration statement shall be deemed to cover additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on, the registered securities.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended.