Note 4 - Note Payable	3 Months Ended
Mar. 31, 2019
Notes to Financial Statements
Debt Disclosure [Text Block]	4. Note Payable On January 29, 2019, the Company agreed to issue and sell an unsecured note payable for an aggregate of $800,000 face value (the “Note”) that, after six months and subject to the receipt of stockholders’ approval of the conversion feature of the Note (“Stockholder Approval”), is convertible into shares of the Company's common stock, par value $0.001 per share, at a conversion price equal to the lower of (a) $0.18 per share or ( 2 ) 90% of the closing sale price of the Company’s common stock on the date of conversion (subject to a floor conversion price of $0.05 ) (the “Conversion Price”). The Note bears interest at the rate of twenty-four percent ( 24% ) per annum and is payable quarterly in arrears. Unless sooner converted in the manner described below, all principal under the Note, together with all accrued and unpaid interest thereupon, will be due and payable eighteen ( 18 ) months from the date of the issuance of the Note (the “Maturity Date”). However, if the Stockholder Approval does not occur at the Company’s next annual meeting of stockholders, the Maturity Date will accelerate to the date that is fourteen days after the next annual meeting. The Note may be prepaid without penalty at any time after the Note becomes convertible (at which time the holder will have the right to convert the Note before prepayment thereof). On the date that is six months after the issuance of the Note but subject to Stockholder Approval, and for so long thereafter as any principal and accrued but unpaid interest under the Note remains outstanding, any holder of the Note may convert such holder’s Note, in whole or in part, into a number of shares of Company common stock equal to (i) the principal amount being converted, together with any accrued or unpaid interest thereon, divided by (ii) the Conversion Price in effect at the time of conversion. The Note has customary conversion blockers at 4.99% and 9.99% unless otherwise agreed to by the Company and the holder of the Note. The Company has accounted for the Note Payable as a debt instrument until such time as the conversion feature receives stockholder approval and then the Company will perform an analysis of the applicable accounting at that point. The Note contains customary events of default, including the suspension or failure of the Company’s common stock to be traded on a trading platform, our failure to pay interest or principal when due, or if the Company files for bankruptcy or takes some other similar action for the benefit of creditors. In the event of any default under the Note, the holder may accelerate all outstanding interest and principal due on the Note.

Note

Payable

January 29, 2019,

the Company agreed to issue and sell an unsecured note payable for an aggregate of

$800,000

face value (the “Note”) that, after

six

months and subject to the receipt of stockholders’ approval of the conversion feature of the Note (“Stockholder Approval”), is convertible into shares of the Company's common stock, par value

$0.001

per share, at a conversion price equal to the lower of (a)

$0.18

per share or (

)

90%

of the closing sale price of the Company’s common stock on the date of conversion (subject to a floor conversion price of

$0.05

) (the “Conversion Price”).

The Note bears interest at the rate of

twenty-four

percent (

24%

) per annum and is payable quarterly in arrears. Unless sooner converted in the manner described below, all principal under the Note, together with all accrued and unpaid interest thereupon, will be due and payable

eighteen

(

) months from the date of the issuance of the Note (the “Maturity Date”). However, if the Stockholder Approval does

not

occur at the Company’s next annual meeting of stockholders, the Maturity Date will accelerate to the date that is

fourteen

days after the next annual meeting. The Note

may

be prepaid without penalty at any time after the Note becomes convertible (at which time the holder will have the right to convert the Note before prepayment thereof).

On the date that is

six

months after the issuance of the Note but subject to Stockholder Approval, and for so long thereafter as any principal and accrued but unpaid interest under the Note remains outstanding, any holder of the Note

may

convert such holder’s Note, in whole or in part, into a number of shares of Company common stock equal to (i) the principal amount being converted, together with any accrued or unpaid interest thereon, divided by (ii) the Conversion Price in effect at the time of conversion. The Note has customary conversion blockers at

4.99%

and

9.99%

unless otherwise agreed to by the Company and the holder of the Note. The Company has accounted for the Note Payable as a debt instrument until such time as the conversion feature receives stockholder approval and then the Company will perform an analysis of the applicable accounting at that point.

The Note contains customary events of default, including the suspension or failure of the Company’s common stock to be traded on a trading platform, our failure to pay interest or principal when due, or if the Company files for bankruptcy or takes some other similar action for the benefit of creditors. In the event of any default under the Note, the holder

may

accelerate all outstanding interest and principal due on the Note.