Title of Each

Class of

Securities to be

Registered

Amount

to be

Registered

Proposed

Maximum

Offering Price

Per Unit or Per Share

Proposed

Maximum

Aggregate

Offering Price

Fee Rate (per $1 million)

Amount of

Registration

Fee⁽⁸⁾

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid:

Units, each consisting of one share of

Common Stock, par value $0.00001, per share, and one Warrant to purchase one share of Common Stock⁽¹⁾

3,450,000

$5.00

$17,250,000⁽²⁾⁽³⁾

$92.70

$1,599

Common Stock included as part of the Units^{(2) (3)}

3,450,000⁽⁸⁾

⁽⁸⁾

⁽⁸⁾

$92.70

⁽⁸⁾

Warrants to purchase Common Stock included as part of the Units^(3)(4)(5)(6)

3,450,000

⁽⁸⁾

⁽⁸⁾

$92.70

⁽⁸⁾

Common Stock issuable upon exercise of the Warrants⁽²⁾

3,450,000

$6.25⁽⁹⁾

$21,562,500

$92.70

$1,999

Representative’s Warrants to Purchase Common Stock⁽⁵⁾

276,000

⁽⁵⁾

⁽⁵⁾

$92.70

⁽⁵⁾

Common Stock issuable upon exercise of Representative’s Warrants⁽²⁾⁽⁷⁾

276,000

$6.00⁽⁹⁾

$1,656,000

$92.70

$154

Common Stock held by Selling Securityholders⁽¹⁰⁾

222,794

$9.00⁽¹¹⁾

$2,005,146

$92.70

$186

Common Stock issuable upon exercise of Warrants held by Selling Securityholders

334,181

$9.00⁽¹²⁾

$3,007,629

$92.70

$279

Fees Previously Paid:

-0-

-0-

-0-

-0-

-0-

Carry Forward Securities

None

Total Offering Amounts

$45,481,275

$4,217

Total Fees Previously Paid

-0-

Total Fees Offsets

-0-

Net Fee Due

$4,217

(1)

Includes the offering price of shares of Common Stock that may be sold if the underwriter fully exercise their over-allotment option to purchase additional Units.

(2)

Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)

No separate fee is required pursuant to Rule 457(i) under the Securities Act.

(4)

Includes Common Stock that may be issued upon exercise of additional warrants that may be issued upon conversion of the option granted to the underwriter.

(5)

In accordance with Rule 457(g) under the Securities Act, because the Common Stock underlying the Warrants are registered hereby, no separate registration fee is required with respect to the Warrants registered hereby.

(6)

The Warrants are exercisable at a per share price of 125% of the price per Unit in this Offering.

(7)

Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. The warrants are exercisable at a per share exercise price equal to 120% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representative’s Warrants is $1,656,000, which is equal to 120% of $1,380,000 (8% of $17,250,000 of Units).

(8)

Included in the price of the Units. No additional fee is required pursuant to Rule 457(g) of the Securities Act.

(9)

Calculated pursuant to Rule 457(g) under the Securities Act, based on the initial exercise price of the Warrants.

(10)

Represents shares of our common stock that may be issued upon conversion of outstanding convertible debentures held by the Selling Securityholders, which have a conversion price of $3.00 per share, subject to adjustment.

(11)

Calculated pursuant to Rule 457(g) under the Securities Act, based on the conversion price of the convertible debentures.

(12)

Calculated pursuant to Rule 457(g) under the Securities Act, based on the conversion price of outstanding warrants, with each warrant exercisable for one share of common stock, subject to adjustment, for an exercise price of $3.00 per share.