Note 6 - Subsequent Events	3 Months Ended
Mar. 31, 2013
Subsequent Events [Text Block]	6. SUBSEQUENT EVENT On May 3, 2013, we entered into a securities purchase agreement (the “Series C Purchase Agreement”) with certain accredited investors (the “Series C Investors”), pursuant to which we sold and issued 1,200 shares of our newly created Series C 6% convertible preferred stock (the “Series C Stock”) to the Series C Investors (the “Series C Financing”) at a purchase price of $1,000 per share in an initial closing that occurred on May 6, 2013 (the “Series C First Closing”) and, subject to stockholder approval, will sell and issue 1,200 additional shares of Series C Stock to the Series C Investors at a purchase price of $1,000 per share within five business days after such stockholder approval is obtained (the “Series C Second Closing”). The $1,200,000 aggregate purchase price for the Series C Stock received at the First Closing was paid, and the $1,200,000 aggregate purchase price for the Series C Stock to be issued and sold in the Second Closing will be paid, in cash. After stockholder approval, each share of Series C Stock will be convertible at any time at the holder’s option into shares of common stock at an initial conversion price of $3.05 per share of common stock. The conversion price of the Series C Stock is subject to full-ratchet anti-dilution adjustment in the event we issue securities, other than certain excepted issuances, at a price below the then current conversion price. The conversion price of the Series C Stock will be reduced to the lesser of the then-applicable conversion price or 90% of the three day volume weighted average price of one share of our common stock immediately prior to the Series C Second Closing date. The conversion price of the Series C Stock also is subject to proportional adjustment for stock splits, stock dividends, recapitalizations and the like. The Series C Stock is entitled to 6% annual dividends, which rate shall increase by 1% per year for as long as the Series C Stock is outstanding, up to a maximum rate of 10%. The dividends are payable semi-annually in cash or, subject to stockholder approval and to certain conditions and at our election, in shares of common stock. If the dividends are paid in shares of common stock, the number of shares of common stock comprising the dividend on each share of Series C Stock will be valued at a 20% discount to the average of the daily volume weighted average price for the five-day trading period immediately prior to the dividend payment date. In addition to the issuance of the Series C Stock, at the Series C First Closing, we issued to each Series C Investor a warrant to purchase our common stock, initially exercisable for a number of shares of common stock equal to 125% of the number of shares of common stock issuable upon conversion at the initial conversion price of the Series C Stock acquired by such Series C Investor at the Series C First Closing. We also agreed to issue substantially similar warrants to the Series C Investors at the Series C Second Closing, initially exercisable for a number of shares of Common Stock equal to 125% of the number of shares of common stock issuable upon conversation at the initial conversion price of the Series C Stock acquired at the Series C Second Closing (together with the warrants issued at the Series C First Closing, the “Series C Warrants”). The exercise price of the Series C Warrants issued at the Series C First Closing was $3.77 per share, which equals 110% of the market value (as defined by Nasdaq rules) of one share of common stock on the date on which the parties entered into the Series C Purchase Agreement. At the Series C Second Closing, the exercise price will be 110% of the market value (as defined by Nasdaq rules) of one share of common stock on the date of the Series C Second Closing. The Series C Warrants have a 5.5 year term, are not exercisable for the first six months following issuance and include a cash-less exercise provision which is only applicable if the common stock underlying the Series C Warrants is not subject to an effective registration statement or otherwise cannot be sold without restriction pursuant to Rule 144. Until the date that is six months following the Series C Second Closing, we have granted the Series C Investors a right of first offer on certain future issuances of securities. We have also agreed to certain standstill provisions, pursuant to which we may not issue any equity securities (or securities convertible into equity) until the later of: (i) September 20, 2013 and (ii) the date that is 30 days following the date on which no Series C Stock remains outstanding (except for certain exempt issuances). If the Series C Second Closing does not occur, we also may not issue any equity securities (or securities convertible into equity) until all Series C Investors no longer hold Series C Stock or Series C Warrants, except for certain exempt issuances. Until all Series C Investors no longer hold Series C Stock or Series C Warrants: (i) we may not sell any variable rate securities except for certain exempt issuances; and (ii) if we enter into a subsequent financing on more favorable terms than the Series C Financing, then the agreements between us and the Series C Investors will be amended to include such more favorable terms. In addition, until 7.5% or less of the Series C Warrants remain unexercised, we may not sell any dilutive securities, except for certain exempt issuances. The Series C Stock is non-voting (except to the extent required by law and except for certain consent rights relating to amending the certificate of incorporation or bylaws, and the like), but ranks senior to the common stock and junior to the Series A Preferred Stock and Series B Preferred Stock with respect to dividends and with respect to distributions upon a deemed dissolution, liquidation or winding-up of the Company. The Series C Investors have agreed to be subject to a blocker that would prevent their common stock ownership at any given time from exceeding 4.99% (which may be increased, but not above 9.99%) of our outstanding common stock. In connection with the Series C Financing, our officers, directors and 10% or greater stockholders entered into a Voting Agreement pursuant to which the parties thereto have agreed to vote in favor of the Series C Financing at the next annual stockholders’ meeting. The common stock underlying the Series C Stock and Series C Warrants have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. In connection with the Series C Financing, however, we entered into a registration rights agreement with the Series C Investors (the “Registration Rights Agreement”). The Registration Rights Agreement requires us, not later than 15 days after each closing, to file a registration statement with the SEC registering for resale: (i) the shares of common stock issuable upon conversion of the Series C Stock; (ii) the shares of common stock issuable as dividends on the Series C Stock; (iii) the shares of common stock issuable upon exercise of the Series C Warrants; and (iv) any additional shares of common stock issuable in connection with any anti-dilution provisions associated with the Series C Stock. We have agreed to cause the registration statements to be declared effective on or prior to the 90th day after the applicable closing, and have agreed to file additional registration statements if necessary. Under the terms of the Registration Rights Agreement, we are obligated to maintain the effectiveness of the resale registration statements until all securities registered thereunder are sold or otherwise can be sold without restriction pursuant to Rule 144. The Registration Rights Agreement includes liquidated damages provisions in the event we fail to file or maintain the effectiveness of the registration statements. We do not plan, nor are we obligated, to register the Series C Stock or the Series C Warrants.

Note 6 - Subsequent Events

3 Months Ended

Mar. 31, 2013

6. SUBSEQUENT EVENT

On May 3, 2013, we entered into a securities purchase agreement (the “Series C Purchase Agreement”) with certain accredited investors (the “Series C Investors”), pursuant to which we sold and issued 1,200 shares of our newly created Series C 6% convertible preferred stock (the “Series C Stock”) to the Series C Investors (the “Series C Financing”) at a purchase price of $1,000 per share in an initial closing that occurred on May 6, 2013 (the “Series C First Closing”) and, subject to stockholder approval, will sell and issue 1,200 additional shares of Series C Stock to the Series C Investors at a purchase price of $1,000 per share within five business days after such stockholder approval is obtained (the “Series C Second Closing”). The $1,200,000 aggregate purchase price for the Series C Stock received at the First Closing was paid, and the $1,200,000 aggregate purchase price for the Series C Stock to be issued and sold in the Second Closing will be paid, in cash.

After stockholder approval, each share of Series C Stock will be convertible at any time at the holder’s option into shares of common stock at an initial conversion price of $3.05 per share of common stock. The conversion price of the Series C Stock is subject to full-ratchet anti-dilution adjustment in the event we issue securities, other than certain excepted issuances, at a price below the then current conversion price. The conversion price of the Series C Stock will be reduced to the lesser of the then-applicable conversion price or 90% of the three day volume weighted average price of one share of our common stock immediately prior to the Series C Second Closing date. The conversion price of the Series C Stock also is subject to proportional adjustment for stock splits, stock dividends, recapitalizations and the like. The Series C Stock is entitled to 6% annual dividends, which rate shall increase by 1% per year for as long as the Series C Stock is outstanding, up to a maximum rate of 10%. The dividends are payable semi-annually in cash or, subject to stockholder approval and to certain conditions and at our election, in shares of common stock. If the dividends are paid in shares of common stock, the number of shares of common stock comprising the dividend on each share of Series C Stock will be valued at a 20% discount to the average of the daily volume weighted average price for the five-day trading period immediately prior to the dividend payment date.

In addition to the issuance of the Series C Stock, at the Series C First Closing, we issued to each Series C Investor a warrant to purchase our common stock, initially exercisable for a number of shares of common stock equal to 125% of the number of shares of common stock issuable upon conversion at the initial conversion price of the Series C Stock acquired by such Series C Investor at the Series C First Closing. We also agreed to issue substantially similar warrants to the Series C Investors at the Series C Second Closing, initially exercisable for a number of shares of Common Stock equal to 125% of the number of shares of common stock issuable upon conversation at the initial conversion price of the Series C Stock acquired at the Series C Second Closing (together with the warrants issued at the Series C First Closing, the “Series C Warrants”). The exercise price of the Series C Warrants issued at the Series C First Closing was $3.77 per share, which equals 110% of the market value (as defined by Nasdaq rules) of one share of common stock on the date on which the parties entered into the Series C Purchase Agreement. At the Series C Second Closing, the exercise price will be 110% of the market value (as defined by Nasdaq rules) of one share of common stock on the date of the Series C Second Closing. The Series C Warrants have a 5.5 year term, are not exercisable for the first six months following issuance and include a cash-less exercise provision which is only applicable if the common stock underlying the Series C Warrants is not subject to an effective registration statement or otherwise cannot be sold without restriction pursuant to Rule 144.

Until the date that is six months following the Series C Second Closing, we have granted the Series C Investors a right of first offer on certain future issuances of securities. We have also agreed to certain standstill provisions, pursuant to which we may not issue any equity securities (or securities convertible into equity) until the later of: (i) September 20, 2013 and (ii) the date that is 30 days following the date on which no Series C Stock remains outstanding (except for certain exempt issuances). If the Series C Second Closing does not occur, we also may not issue any equity securities (or securities convertible into equity) until all Series C Investors no longer hold Series C Stock or Series C Warrants, except for certain exempt issuances. Until all Series C Investors no longer hold Series C Stock or Series C Warrants: (i) we may not sell any variable rate securities except for certain exempt issuances; and (ii) if we enter into a subsequent financing on more favorable terms than the Series C Financing, then the agreements between us and the Series C Investors will be amended to include such more favorable terms. In addition, until 7.5% or less of the Series C Warrants remain unexercised, we may not sell any dilutive securities, except for certain exempt issuances.

The Series C Stock is non-voting (except to the extent required by law and except for certain consent rights relating to amending the certificate of incorporation or bylaws, and the like), but ranks senior to the common stock and junior to the Series A Preferred Stock and Series B Preferred Stock with respect to dividends and with respect to distributions upon a deemed dissolution, liquidation or winding-up of the Company. The Series C Investors have agreed to be subject to a blocker that would prevent their common stock ownership at any given time from exceeding 4.99% (which may be increased, but not above 9.99%) of our outstanding common stock. In connection with the Series C Financing, our officers, directors and 10% or greater stockholders entered into a Voting Agreement pursuant to which the parties thereto have agreed to vote in favor of the Series C Financing at the next annual stockholders’ meeting.

The common stock underlying the Series C Stock and Series C Warrants have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. In connection with the Series C Financing, however, we entered into a registration rights agreement with the Series C Investors (the “Registration Rights Agreement”). The Registration Rights Agreement requires us, not later than 15 days after each closing, to file a registration statement with the SEC registering for resale: (i) the shares of common stock issuable upon conversion of the Series C Stock; (ii) the shares of common stock issuable as dividends on the Series C Stock; (iii) the shares of common stock issuable upon exercise of the Series C Warrants; and (iv) any additional shares of common stock issuable in connection with any anti-dilution provisions associated with the Series C Stock. We have agreed to cause the registration statements to be declared effective on or prior to the 90th day after the applicable closing, and have agreed to file additional registration statements if necessary. Under the terms of the Registration Rights Agreement, we are obligated to maintain the effectiveness of the resale registration statements until all securities registered thereunder are sold or otherwise can be sold without restriction pursuant to Rule 144. The Registration Rights Agreement includes liquidated damages provisions in the event we fail to file or maintain the effectiveness of the registration statements. We do not plan, nor are we obligated, to register the Series C Stock or the Series C Warrants.