Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock registered hereby also include an indeterminate number of additional shares of common stock as may, from time to time, be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions.

(2)

Includes 10,000,000 shares of newly issued common stock to be offered by the registrant, and 1,100,000 shares of common stock outstanding to be sold by certain selling security holders as described in the prospectus.

(3)

Estimated based on the bona fide estimate of the maximum offering price in the primary offering in accordance with Rule 457(a), and as to 1,100,000 shares being registered for resale, estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). The registrant’s common stock has not traded since November 11, 2020, and is not listed on any national exchange, and in accordance with Rule 457, the offering price was determined by factors such as the lack of liquidity (since there is no present market for our stock) and the high level of risk inherent in this sort of offering. The selling security holders may sell shares of our common stock at a fixed price of $1.00 per share until our shares are either listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB, after which the shares offered hereunder may be sold by the selling stockholders from time to time in the open market, through privately negotiated transactions, or via a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices.

(4)

Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by the Fee Rate.