FORM S-1
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF
SECURITIES TO BE REGISTERED
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AMOUNT TO BE
REGISTERED (1)
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PROPOSED MAXIMUM OFFERING PRICE PER SHARE
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PROPOSED MAXIMUM
AGGREGATE OFFERING PRICE
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AMOUNT OF REGISTRATION FEE
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Common Stock, $0.0001 par value underlying Secured Convertible Promissory Note
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79,000,000 | $ | 0.021 | (2) | $ | 1,660,000.00 | $ | 226.29 | ||||||||
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Common Stock underlying warrants
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21,000,000 | $ | 0.075 | $ | 1,660,000.00 | $ | 214.83 | |||||||||
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Total
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100,000,000 | $ | 3,320,000.00 | $ | 441.12 | |||||||||||
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(1)
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Pursuant to Rule 416 under the Securities Act, the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.
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(2)
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Estimated at $0.021 per share, the average of the high and low prices as reported on the OTC Bulletin Board regulated quotation service on November 12, 2012 for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
