Note 3 - Liquidity and Going Concern Considerations	3 Months Ended
Mar. 31, 2020
Notes to Financial Statements
Substantial Doubt about Going Concern [Text Block]	NOTE 3. LIQUIDITY AND GOING CONCERN CONSIDERATIONS Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of approximately $1.4 million for the three months ended March 31, 2020 and $6.5 million for the year ended December 31, 2019 and have an accumulated deficit of $180.1 million and a negative working capital of $2.6 million at March 31, 2020. The recent outbreak and continuing spread of the novel coronavirus pandemic (“COVID- 19” ) is currently impacting countries, communities, supply chains and markets, global financial markets, as well as, the largest industry group serviced by our Company. The Company cannot predict, at this time, whether COVID- 19 will have a material impact on our future financial condition and results of operations due to understaffing in the service sector and the decrease in revenues and profits, particularly restaurants, and any possible future government ordinances that may further restrict restaurant and other service or retail sectors operations. During April 2020, our Company evaluated its liquidity position, future operating plans, and its labor force, which included a reduction in the labor force and compensation to executives and other employees, in order to maintain current payment processing functions, capabilities, and continued customer service to its merchants. We are also seeking sources of capital to pay our contractual obligations as they come due, in light of these uncertain times. Management believes that its operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing. At this time, due to our continuing losses from operations, negative working capital, and the COVID- 19 pandemic, we cannot predict the impact of these conditions on our ability to obtain financing necessary for the Company to fund its working capital requirements. In most respects, it is too early in the COVID- 19 pandemic to be able to quantify or qualify the longer-term ramifications on our business, our merchants, and our potential investors. On March 27, 2020, our Company entered into a Master Exchange Agreement, (the “Agreement”) with ESOUSA Holdings, LLC ("ESOUSA"). Prior to entering into the ESOUSA Agreement, ESOUSA agreed to acquire an existing promissory note that had been previously issued by the Company, of up to $2,000,000 in principal amount outstanding and unpaid interest due to RBL Capital Group, LLC. Pursuant to the ESOUSA Agreement, the Company has the right, at any time prior to March 27, 2021, to request ESOUSA, and ESOUSA agreed upon each such request, to exchange this promissory note in tranches on the dates when the Company instructs ESOUSA, for such number of shares of the Company’s common stock (“Common Stock”) as determined under the ESOUSA Agreement based upon the number of shares of Common Stock (already in ESOUSA’s possession) that ESOUSA sold in order to finance its purchase of such tranche of the promissory note from RBL Capital Group, LLC. ESOUSA will purchase each tranche of the promissory note equal to 88% of the gross proceeds from the shares of Common Stock sold by ESOUSA to finance the purchase of such exchange amount from RBL Capital Group, LLC. Each such tranche shall be $148,000 unless otherwise agreed to by the Company and ESOUSA. The Company received its first tranche of $148,000 on March 27, 2020, less any fees, which is reflected as accrued expenses on the accompanying unaudited consolidated balance sheet at March 31, 2020 ( Refer to Note 6. Accrued Expenses ). Refer to Note 13. Subsequent Events, regarding the increase to the original $2,000,000 principal amount, referred to in the previous paragraph, to $5,000,000 principal amount and unpaid interest of one or more promissory notes of the Company or its direct or indirect subsidiaries that ESOUSA either purchased in whole or has an irrevocable right to purchase in tranches from RBL Capital Group, LLC. On May 7, 2020, the Company entered into a promissory note (the “Note”) evidencing an unsecured loan (the “Loan”) in the amount of $491,492 made to the Company under the Paycheck Protection Program (the “PPP”). The Note matures on May 7, 2022 and bears interest at a rate of 1% per annum. Beginning December 7, 2020, the Company is required to make 17 monthly payments of principal and interest, with the principal component of each such payment based upon the level amortization of principal over a two -year period from May 7, 2020. Pursuant to the terms of the CARES Act and the PPP, the Company may apply to the Lender for forgiveness for the amount due on the Loan. The amount eligible for forgiveness is based on the amount of Loan proceeds used by the Company (during the eight -week period after the Lender makes the first disbursement of Loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), interest on mortgage obligations, rent and utilities, subject to certain limitations and reductions in accordance with the CARES Act and the PPP. No assurance can be given, at this time, that the Company will obtain forgiveness of the Loan in whole or in part. Our Company has decided to explore strategic alternatives and potential options for its business, including sale of the Company or certain assets, licensing of technology, spin-offs, or a business combination. There can be no assurance, at this time, regarding the timing or outcome of our strategic alternatives review process or any decision as to the formalization of a plan by the Company's management. The Company no longer complies with Nasdaq’s audit committee requirement as set forth in Listing Rule 5605 due to having less than three audit committee members. Our common stock may be delisted from The NASDAQ Capital Market, which could affect its market price and liquidity if the Company does not come into compliance, by the required date, determined by NASDAQ. In accordance with Nasdaq Listing Rule 5605 (c)( 4 ), the Company has been provided until the earlier of the Company’s next annual shareholders’ meeting or February 7, 2021, to regain compliance with the Rule, or, if the Company’s next annual shareholders’ meeting is held before August 5, 2020, then the Company must evidence compliance no later than August 5, 2020. These conditions raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE

LIQUIDITY AND GOING CONCERN CONSIDERATIONS

Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of approximately

$1.4

million for the

three

months ended

March 31, 2020

and

$6.5

million for the year ended

December 31, 2019

and have an accumulated deficit of

$180.1

million and a negative working capital of

$2.6

million at

March 31, 2020.

The recent outbreak and continuing spread of the novel coronavirus pandemic (“COVID-

19”

) is currently impacting countries, communities, supply chains and markets, global financial markets, as well as, the largest industry group serviced by our Company. The Company cannot predict, at this time, whether COVID-

will have a material impact on our future financial condition and results of operations due to understaffing in the service sector and the decrease in revenues and profits, particularly restaurants, and any possible future government ordinances that

may

further restrict restaurant and other service or retail sectors operations.

During

April

2020,

our Company evaluated its liquidity position, future operating plans, and its labor force, which included a reduction in the labor force and compensation to executives and other employees, in order to maintain current payment processing functions, capabilities, and continued customer service to its merchants. We are also seeking sources of capital to pay our contractual obligations as they come due, in light of these uncertain times. Management believes that its operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing. At this time, due to our continuing losses from operations, negative working capital, and the COVID-

pandemic, we cannot predict the impact of these conditions on our ability to obtain financing necessary for the Company to fund its working capital requirements. In most respects, it is too early in the COVID-

pandemic to be able to quantify or qualify the longer-term ramifications on our business, our merchants, and our potential investors.

March 27, 2020,

our Company entered into a Master Exchange Agreement, (the “Agreement”) with ESOUSA Holdings, LLC ("ESOUSA"). Prior to entering into the ESOUSA Agreement, ESOUSA agreed to acquire an existing promissory note that had been previously issued by the Company, of up to

$2,000,000

in principal amount outstanding and unpaid interest due to RBL Capital Group, LLC. Pursuant to the ESOUSA Agreement, the Company has the right, at any time prior to

March 27, 2021,

to request ESOUSA, and ESOUSA agreed upon each such request, to exchange this promissory note in tranches on the dates when the Company instructs ESOUSA, for such number of shares of the Company’s common stock (“Common Stock”) as determined under the ESOUSA Agreement based upon the number of shares of Common Stock (already in ESOUSA’s possession) that ESOUSA sold in order to finance its purchase of such tranche of the promissory note from RBL Capital Group, LLC. ESOUSA will purchase each tranche of the promissory note equal to

88%

of the gross proceeds from the shares of Common Stock sold by ESOUSA to finance the purchase of such exchange amount from RBL Capital Group, LLC. Each such tranche shall be

$148,000

unless otherwise agreed to by the Company and ESOUSA. The Company received its

first

tranche of

$148,000

March 27, 2020,

less any fees, which is reflected as accrued expenses on the accompanying unaudited consolidated balance sheet at

March 31, 2020 (

Refer to

Note

Accrued Expenses

Refer to

Note

13.

Subsequent Events,

regarding

the increase to the original

$2,000,000

principal amount, referred to in the previous paragraph, to

$5,000,000

principal amount and unpaid interest of

one

or more promissory notes of the Company or its direct or indirect subsidiaries that ESOUSA either purchased in whole or has an irrevocable right to purchase in tranches from RBL Capital Group, LLC.

May 7, 2020,

the Company entered into a promissory note (the “Note”) evidencing an unsecured loan (the “Loan”) in the amount of

$491,492

made to the Company under the Paycheck Protection Program (the “PPP”). The Note matures on

May 7, 2022

and bears interest at a rate of

per annum. Beginning

December 7, 2020,

the Company is required to make

monthly payments of principal and interest, with the principal component of each such payment based upon the level amortization of principal over a

two

-year period from

May 7, 2020.

Pursuant to the terms of the CARES Act and the PPP, the Company

may

apply to the Lender for forgiveness for the amount due on the Loan. The amount eligible for forgiveness is based on the amount of Loan proceeds used by the Company (during the

eight

-week period after the Lender makes the

first

disbursement of Loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), interest on mortgage obligations, rent and utilities, subject to certain limitations and reductions in accordance with the CARES Act and the PPP.

assurance can be given, at this time, that the Company will obtain forgiveness of the Loan in whole or in part.

Our Company has decided to explore strategic alternatives and potential options for its business, including sale of the Company or certain assets, licensing of technology, spin-offs, or a business combination. There can be

assurance, at this time, regarding the timing or outcome of our strategic alternatives review process or any decision as to the formalization of a plan by the Company's management.

The Company

longer complies with Nasdaq’s audit committee requirement as set forth in Listing Rule

5605

due to having less than

three

audit committee members. Our common stock

may

be delisted from The NASDAQ Capital Market, which could affect its market price and liquidity if the Company does

not

come into compliance, by the required date, determined by NASDAQ. In accordance with Nasdaq Listing Rule

5605

(c)(

), the Company has been provided until the earlier of the Company’s next annual shareholders’ meeting or

February 7, 2021,

to regain compliance with the Rule, or, if the Company’s next annual shareholders’ meeting is held before

August 5, 2020,

then the Company must evidence compliance

later than

August 5, 2020.

These conditions raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do

not

include any adjustments that might be necessary if the Company is unable to continue as a going concern.