VerifyMe (VRME) 10-K 14 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 07, 2022	Jun. 30, 2021
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-39332
Entity Registrant Name	VERIFYME, INC.
Entity Central Index Key	0001104038
Entity Tax Identification Number	23-3023677
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Clinton Square, 75 S. Clinton Ave
Entity Address, Address Line Two	Suite 510
Entity Address, City or Town	Rochester
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14604
City Area Code	(585)
Local Phone Number	736-9400
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	VRME
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 28,562,382
Number of common stock shares outstanding		7,260,985
Auditor Firm ID	206
Auditor Name	MaloneBailey, LLP
Auditor Location	Houston, Texas

Balance Sheets

Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash and cash equivalents	$ 9,422	$ 7,939
Accounts Receivable	297	31
Prepaid expenses and other current assets	240	177
Inventory	52	54
TOTAL CURRENT ASSETS	10,011	8,201
INVESTMENTS
Equity Investment	10,964
PROPERTY AND EQUIPMENT
$102 and $50 as of December 31, 2021 and December 31, 2020, respectively	193	200
$1 and $0 as of December 31, 2021 and December 31, 2020, respectively	11
INTANGIBLE ASSETS
$354 and $320 as of December 31, 2021 and December 31, 2020, respectively	353	293
$50 and $20 as of December 31, 2021 and December 31, 2020, respectively	156	80
TOTAL ASSETS	21,688	8,774
CURRENT LIABILITIES
Accounts payable and other accrued expenses	450	383
TOTAL CURRENT LIABILITIES	450	383
LONG-TERM LIABILITIES
Term Note		72
Long Term Derivative Liability	71
TOTAL LIABILITIES	521	455
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 675,000,000 authorized; 7,420,633 and 5,603,888 issued, 7,196,677 and 5,596,877 shares outstanding as of December 31, 2021 and December 31, 2020, respectively	7	6
Additional paid in capital	86,059	76,099
Treasury stock as cost; 223,956 and 7,011 shares at December 31, 2021 and December 31, 2020, respectively	(838)	(113)
Accumulated deficit	(64,061)	(67,673)
STOCKHOLDERS' EQUITY	21,167	8,319
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	21,688	8,774
Series A Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Convertible Preferred Stock
Series B Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Convertible Preferred Stock

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accumulated amortization, equipment for Lease	$ 102	$ 50
Accumulated amortization, office equipment	1	0
Accumulated amortization, patent and trademarks	354	320
Accumulated amortization, capitalized software costs	$ 50	$ 20
Common stock par value	$ 0.001	$ 0.001
Common stock, authorized	675,000,000	675,000,000
Common stock, issued	7,420,633	5,603,888
Common stock, outstanding	7,196,677	5,596,877
Treasury stock, shares	223,956	7,011
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	37,564,767	37,564,767
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	85	85
Preferred stock, issued	0.85	0.85
Preferred stock, outstanding	0.85	0.85

Statements of Operations

Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2021	Dec. 30, 2020
NET REVENUE
Sales	$ 867	$ 343
COST OF SALES	268	62
GROSS PROFIT	599	281
OPERATING EXPENSES
General and administrative (a)	2,995	2,072
Legal and accounting	362	403
Corporate Payroll expenses (a)	859	704
Research and development	51	19
Sales and marketing (a)	1,163	651
Total Operating expenses	5,430	3,849
LOSS BEFORE OTHER (EXPENSE), NET	(4,831)	(3,568)
OTHER INCOME (EXPENSE), NET
Interest income (expenses), net	2	(2,053)
Fair value gain on equity investment	8,371
Loss on extinguishment of debt		(281)
Payroll Protection Program Debt Forgiveness	70
TOTAL OTHER INCOME (EXPENSE), NET	8,443	(2,334)
NET INCOME/(LOSS)	$ 3,612	$ (5,902)
EARNINGS/(LOSS) PER SHARE
BASIC	$ 0.51	$ (1.48)
DILUTED	$ 0.49	$ (1.48)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING
BASIC	7,110,907	3,980,202
DILUTED	7,383,364	3,980,202

Statements of Operations (Paren

Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 30, 2021	Dec. 31, 2020
Income Statement [Abstract]
Stock-based compensation	$ 1,716	$ 1,345

Statements of Cash Flows

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 3,612	$ (5,902)
Adjustments to reconcile net income (loss) to net cash used in
Stock based compensation	151	76
Fair value of options in exchange for services	85	704
Fair value of restricted stock awards issued in exchange for services	784	461
Fair value of restricted stock units issued in exchange for services	696	53
Payroll Protection Program Debt Forgiveness	(70)
Fair value of warrants in exchange for services		51
Fair value gain on equity investment	(8,371)
Loss on Extinguishment of Debt		281
Amortization of debt discount		1,992
Common stock issued for interest expense		61
Amortization and depreciation	117	98
Changes in operating assets and liabilities:
Accounts Receivable	(354)	50
Inventory	2	(24)
Prepaid expenses and other current assets	25	(145)
Accounts payable and accrued expenses	69	(37)
Net cash used in operating activities	(3,254)	(2,281)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Patents	(95)	(103)
Purchase of Equipment for lease	(45)	(22)
Purchase of equity investment	(2,593)
Purchase of Office Equipment	(12)
Capitalized Software Costs	(106)
Net cash used in investing activities	(2,851)	(125)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of securities	8,447	9,023
Proceeds from issuance of notes payable		72
Repayments of notes payable	(3)
Repayment of bridge financing and early redemption fee		(750)
Proceeds from convertible debt, net of costs		1,747
Tax withholding payments for employee stock-based compensation      in exchange for shares surrendered	(131)
Repurchase Shares	(725)
Net cash provided by financing activities	7,588	10,092
CASH EQUIVALENTS	1,483	7,686
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	7,939	253
CASH AND CASH EQUIVALENTS - END OF PERIOD	9,422	7,939
Cash paid during the period for:
Interest
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Common Stock issued in relation to conversion of 2020 Debentures and warrant cancellation		1,992
Relative fair value of common stock issued in connection with 2020 Debentures		34
Relative fair value of warrants issued in connection with 2020 Debentures		1,063
Beneficial conversion feature in connection with 2020 Debentures		650
Common stock issued to settle accrued payroll		119
Reclass on deposit for equipment held for lease		$ 51

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019			$ 2	$ 61,815	$ (113)	$ (61,771)	$ (67)
Balance at beginning (in shares) at Dec. 31, 2019		0.85	2,232,112		7,011
Fair value of stock options				704			704
Restricted stock awards, net of shares withheld for employee tax			$ 1	580			581
Restricted stock awards, net of shares withheld for employee tax (in shares)			267,500
Restricted Stock Units				53			53
Restricted stock units (in shares)			15,000
Fair value of warrants issued for services				51			51
Common stock issued for services				43			43
Common stock issued for services (in shares)			10,944
Common stock issued in connection with 2020 Debentures				67			67
Common stock issued in connection with 2020 Debentures (in shares)			19,208
Beneficial conversion feature in connection with 2020 Debentures				650			650
Warrants issued in connection with 2020 Debentures				1,063			1,063
Common Stock in relation to conversion of 2020 Debentures and interest expense and cancellation of warrants			$ 1	2,052			2,053
Common Stock in relation to Conversion of 2020 Debentures and interest expense and cancellation of warrants (in shares)			816,713
Common stock issued in relation to public offering of securities			$ 2	9,021			9,023
Common stock in relation to public offering of securities (in shares)			2,254,801
Cancellation of Common Stock
Cancellation of common stock (in shares)			(19,401)
Net income						(5,902)	(5,902)
Ending balance, value at Dec. 31, 2020			$ 6	76,099	$ (113)	(67,673)	8,319
Balance at ending (in shares) at Dec. 31, 2020		0.85	5,596,877		7,011
Fair value of stock options				85			85
Restricted stock awards, net of shares withheld for employee tax				654			$ 654
Restricted stock awards, net of shares withheld for employee tax (in shares)			56,971				9,774
Restricted Stock Units				696			$ 696
Common stock issued for services				39			39
Common stock issued for services (in shares)			9,774
Common stock issued in relation to public offering of securities			$ 1	8,446			8,447
Common stock in relation to public offering of securities (in shares)			1,750,000
Net income						3,612	3,612
Stock Purchase Plan				40			40
Repurchase of Common Stock					$ (725)		(725)
Repurchase of Common Stock (in shares)			(216,945)		216,945
Ending balance, value at Dec. 31, 2021			$ 7	$ 86,059	$ (838)	$ (64,061)	$ 21,167
Balance at ending (in shares) at Dec. 31, 2021		0.85	7,196,677		223,956

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business VerifyMe, Inc. (“VerifyMe,” the “Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $ 0.001 The Company is a technology solutions provider specializing in products to connect brands with consumers. VerifyMe technologies give brand owners the ability to gather business intelligence while engaging directly with their consumers. VerifyMe technologies also provide brand protection and supply chain functions such as counterfeit prevention, authentication, serialization, and track and trace features for labels, packaging and products. We began to commercialize our covert luminescent pigment VerifyInk TM Reverse Stock Split On June 17, 2020, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, with the Nevada Secretary of State to effect a 50-to-1 The accompanying financial statements and notes to the financial statements give retroactive effect to the Reverse Stock Split for all periods presented, unless otherwise specified. Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Fair Value of Financial Instruments The Company’s financial instruments consist of accounts receivable, accounts payable, notes payable and accrued expenses, equity investments, and long-term derivative liabilities. The carrying value of accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short maturities. The Company believes the carrying amount of its notes payable approximate fair value based on rates and other terms currently available to the Company for similar debt instruments. The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures,” and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data The level in the fair value within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Variable Interest Entity The Company has determined that G3 VRM Acquisition Corp., (the “SPAC”, see Note 2 – Equity Investment), is a variable interest entity (“VIE”) in which the Company has a variable interest but is not the primary beneficiary. Making the determination as to whether a VIE should be consolidated requires judgement in assessing if the Company is the primary beneficiary. To make this determination, the Company evaluated its power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the SPAC. The Company concluded that it is not the primary beneficiary of the VIE and as such, does not consolidate the SPAC. The Company reassess its evaluation of whether an entity is a VIE and if it continues to be a VIE, whether the Company is the primary beneficiary of the VIE, on an ongoing basis based on the current facts and circumstances surrounding the entity. Equity Investments When the Company does not have a controlling financial interest in an entity but can exert influence over the entity’s operations and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under applicable generally accepted accounting policies. The Company has elected the fair value option for its equity investment in the SPAC (see Note 2 – Equity Investment) as it has determined the fair value best reflects the economic performance of the equity investment. Changes in unrecognized gains or losses of the fair value of the equity investment are included in Other Income (Expense), Net on the accompanying Statement of Operations. Cash and Cash Equivalents For purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and certificates of deposit and commercial paper with original maturities of 90 days or less to be cash or cash equivalents. Accounts Receivable Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, such allowances may be required. The Company recognized $ 0 0 Concentration of Credit Risk Involving Cash and Cash Equivalents The Company’s cash and cash equivalents are held at various financial institutions. At times, the Company’s deposits may exceed Federal Deposit Insurance Corporation (FDIC) coverage limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. Inventory Inventory principally consists of canisters and pigments and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. Equipment for Lease Equipment for lease principally consists of costs associated with the development, certification and production of the VerifyChecker™ and the VerifyAuthenticator TM one automatically renewable leases cancellable by either party by written notice provided 90 days in advance straight-line basis 5 years Capitalized Software Costs incurred in connection with the development of software related to our proprietary digital products are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software development costs begins once the product is available to the market which started in January 2020. Capitalized software development costs are amortized over the estimated life of the related product, generally five years, using the straight-line method VerifyMe, Inc. Notes to the Financial Statements Long-Lived Assets The Company evaluates the recoverability of its long-lived assets in accordance with ASC 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Related Parties Related parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. During the year ended December 31, 2021, and December 31, 2020, the Company did not incur any charges related to related parties. During 2020, four directors and an entity in which one officer of the Company is a majority owner, participated in our 2020 Debenture offering, and two directors purchased securities in the Company’s June 2020 underwritten public offering, see Note 6 – Convertible Debt and Note 9 – Stockholder’s Equity, respectively. Derivative Instruments The Company evaluates its equity investments, long-term derivative liabilities, preferred stock, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguish by Liabilities from Equity” (FASB ASC 480), and FASB ASC 815, “Derivatives and Hedging” (“FASB ASC 815”). The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as a liability. The change in fair value is recorded in the Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified as liabilities at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements. These reclassifications had no effect on the previously reported net income (loss). Revenue Recognition The Company accounts for revenues according to ASC Topic 606, “ Revenue from Contracts with Customers” The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; VerifyMe, Inc. Notes to the Financial Statements · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. During the year ended December 31, 2020, the Company’s revenues were primarily generated from our VerifyInk TM Income Taxes The Company follows FASB ASC 740, “Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2017 through 2020 remain subject to examination by major tax jurisdictions. Stock-based Compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company accounts for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if the Company had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured, and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were $ 51 3 Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed when incurred. Research and development costs for the years ended December 31, 2021, and 2020 were $ 51 19 Basic and Diluted Earnings (Loss) per Share of Common Stock The Company follows Financial Accounting Standards Board (“FASB”) ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share.

EQUITY INVESTMENT

EQUITY INVESTMENT	12 Months Ended
	Dec. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]
EQUITY INVESTMENT	NOTE 2 – EQUITY INVESTMENT On February 26, 2021, the Company formed VMEA Holdings Inc. (the “Sponsor Entity”), a Delaware corporation and wholly owned subsidiary of the Company, that owns G3 VRM Acquisition Corp. (NASDAQ: GGGVU) (the “SPAC”), a Delaware corporation and special purpose acquisition company being co-sponsored by the Company. The SPAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While it may pursue an initial business combination target in any business, industry or geographical location, it intends to focus its search on target businesses with enterprise values of approximately $250 million to $500 million within the technology and business services industry. VerifyMe, Inc. Notes to the Financial Statements On April 12, 2021, the Sponsor Entity converted to a Delaware limited liability company, changed its name to “G3 VRM Holdings LLC” and a co-sponsor was added as a member of the Sponsor Entity resulting in an equity interest of 44.40 On July 6, 2021, the SPAC consummated the IPO of 10,626,000 units (the “Units”), including 626,000 106,260 569,410 516,280 53,130 5,694 229,228 2,581 9.42 As a result of ceasing to have a controlling financial interest in the Sponsor Entity on April 12, 2021, the Company accounted for the Sponsor Entity as an equity investment and has elected the fair value option resulting in a fair value gain of $ 8,371 If the SPAC is unable to complete its initial business combination within 12 months from the closing of the IPO (or 15 or 18 months from the closing of the IPO, should the Company and the co-sponsor extend the period of time to consummate a business combination by depositing additional funds into the trust account as described in more detail in IPO prospectus), the SPAC will redeem 100% of the public shares for cash, the rights will expire worthless, and the founder shares and the private placement securities will be worthless. Even if the SPAC is able to complete a business combination within the allotted time, if the combined company is unable to maintain adequate results from operations, then our investment in the SPAC could lose value and may ultimately become worthless. There can be no assurance that the SPAC will complete a business combination within the allotted time or that any such business combination will be successful. The following table presents summary financial information of the Sponsor Entity. Such summary information has been provided herein based upon the individual significance of the equity investment to the financial information of the Company Amounts in Thousands ('000) December 31, 2021 December 31, 2020 Current Assets $ 1,186 $ - Non-current assets 107,857 - Current Liabilities 11 - Non-current liabilities 3,719 - Stockholders' Equity 105,313 - Amounts in Thousands ('000) Year Ended December, 2021 2020 Operating Loss $ (470 ) $ - Net Loss $ (467 ) $ -

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 3 – PROPERTY AND EQUIPMENT Equipment for Lease During the years ended December 31, 2021, and 2020, the Company capitalized $ 45 73 51 TM five years Depreciation expense for equipment for lease for the years ended December 31, 2021, and 2020, was $ 52 50 Office Equipment During the year ended December 31, 2021, and 2020, the Company capitalized $ 12 0 three years for the years ended December 31, 2021, and 2020, was 1 0

INTANGIBLE ASSETS

INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 4 – INTANGIBLE ASSETS Patents and Trademarks As of December 31, 2021, eleven four six two one one one one one two nineteen issued patents expire between the years 2022 and 2039 17 19 During the year ended December 31, 2021, and 2020, the Company capitalized $ 95 103 34 28 Capitalized Software Costs incurred in connection with the development of software related to our proprietary digital products are accounted for in accordance with FASB ASC 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software costs begins once the product is available to the market. Capitalized software costs are amortized over the estimated life of the related product, generally five years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company capitalized $ 106 0 year ended December 31, 2021, and 2020, respectively Amortization expense for capitalized software was $ 30 20

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 5 – INCOME TAXES The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2021, and 2020 is as follows (in thousands) Schedule of reconciliation of federal statutory tax rate Year Ended December 31, US 2021 2020 Income (loss) before income taxes $ 3,612 $ (5,902 ) Taxes under statutory US tax rates 759 (1,239 ) Increase (decrease) in taxes resulting from: Increase (decrease) in valuation allowance (1,164 ) 731 All other 222 707 State taxes 183 (199 ) Income tax expense $ - $ - The decrease in the Company's net valuation allowance was due to the unrealized gain in our equity investment (see Note 2 – Equity Investment). Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities consist of the following (in thousands): Schedule of deferred tax assets and liabilities December 31, 2021 2020 US Net operating loss $ 10,194 $ 9,230 Share based compensation 858 782 Reserves and accruals (24 ) (9 ) Unrealized Gain on Equity Investment (2,188 ) - Gross deferred tax assets $ 8,840 $ 10,003 Less valuation allowance (8,840 ) (10,003 ) Total deferred tax assets $ - $ - Deferred tax liabilities: Total deferred tax liabilities - - Net deferred tax assets / (liabilities) $ - $ - The Company completed a study to identify any limitations under Internal Revenue Code of 1986, as amended (“IRC”) Section 382 and determined that as of December 31, 2021, the Company had federal and state net operating loss carry forwards of $ 20.1 million 17.4 million Utilization of the net operating losses (NOL) carryforwards may be subject to a substantial annual limitation due to ownership change limitations that could occur in the future, as required by Section 382 of the IRC, as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income. In general, an “ownership change” as defined by Section 382 of the IRC results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet and has established a valuation allowance of approximately $ 8.8 million The Company applied the "more-likely-than-not" recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of December 31, 2021, and December 31, 2020, respectively. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties on the balance sheets and has not recognized interest and/or penalties in the Statements of Operations loss for the years ended December 31, 2021, and 2020. The Company is subject to taxation in the United States and various state jurisdictions. The Company’s tax years from inception are subject to examination by the United States and state taxing authorities due to the carryforward of unutilized NOLs. There are no taxes payable as of December 31, 2021, or December 31, 2020.

CONVERTIBLE DEBT

CONVERTIBLE DEBT	12 Months Ended
	Dec. 31, 2021
Convertible Debt
CONVERTIBLE DEBT	NOTE 6- CONVERTIBLE DEBT On March 6, 2020, the Company completed the offering of $ 1,992 1,992 330 600 932 910 150 The Company’s capital structure after the closing had no outstanding variably priced convertible instruments on its Balance Sheets. The 2020 Debentures were secured by a blanket lien on all assets of the Company until such time the 2020 Debentures were paid in full or converted in full. The 2020 Debentures were automatically convertible into shares of the Company’s common stock upon the earliest to occur of (i) the commencement of trading of the common stock on the Nasdaq, New York Stock Exchange or NYSE American (an “Uplist”) at the Uplist Conversion Price (defined below); or (ii) at any time the minimum bid price of the common stock exceeded $25.00 per share for twenty (20) consecutive trading days and the average trading volume during the 10 trading days prior to the conversion was at least 2,000 shares and the shares were registered under an effective registration statement or the shares were salable under Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended. The 2020 Debentures were convertible, at any time, at the option of the holder, into shares of common stock, at a fixed conversion price equal to $4.00 per share. The embedded conversion feature was not determined to be a derivative that required bifurcation pursuant to FASB ASC 815, “Derivatives and Hedging” (“ASC 815”) but was determined to be a beneficial conversion feature that required recognition within equity on the commitment date. The beneficial conversion feature was recognized at its intrinsic value on the commitment date, limited to the proceeds allocated to the convertible debt. As such, the Company recorded $ 650 In connection with the issuance of the 2020 Debentures, the Company also issued warrants (“2020 Warrants”) to purchase 498,000 7.50 The 2020 Warrants were determined to meet equity classification pursuant to FASB ASC 480, “Distinguish by Liabilities from Equity” and ASC 815. As such, the relative fair value of the 2020 Warrants was recorded as additional paid in capital on the Balance Sheets, which was determined to be $ 1,063 On June 22, 2020, the Company cancelled the 2020 Warrants for twenty-three of the twenty-five warrant holders and issued to the holders of the cancelled 2020 Warrants an aggregate of 179,200 shares of common stock. Of this amount, 33,000 shares of common stock were issued to four directors and an entity in which one officer of the Company is a majority owner and co-manager. 2020 Warrants to purchase an aggregate of 81,700 shares of common stock at an exercise price of $4.59 per share remain outstanding. Also, on such date, the 2020 Debentures were automatically converted into an aggregate of 637,513 shares of common stock and warrants to purchase 573,479 shares of common stock. Of this amount, 105,567 shares of common stock and warrants to purchase 105,567 shares of common stock were issued to four directors and an entity in which one officer of the Company is a majority owner and co-manager. In connection with the 2020 Debentures, the Company entered into an agreement with a non-exclusive financial advisor and placement agent for a term of twelve months commencing in January 2020. Upon execution of the agreement, the Company issued 5,000 fully vested restricted shares of the Company’s common stock and recorded $33 thousand included in general and administrative expense in the accompanying Statements of Operations. On March 6, 2020, in connection with this agreement a cash compensation of $ 153 12,285 In February 2020, the Company entered into an agreement with a non-exclusive financial advisor and placement agent terminating the later of April 30, 2020, or upon closing a successful private placement. The agreement automatically extended for periods of thirty days until terminated in writing. 25 1,923 The Company recorded a total of $ 1,992 650 34 245 1,063 On June 22, 2020, upon the Company’s consummation of the public offering (See Note 9 – Stockholders’ Equity) and the Company’s commencement of trading on Nasdaq, the 2020 Debentures were automatically converted at $3.22, the QPI Discounted Price. As a result, the unamortized debt discount was fully amortized and included in interest expense in the accompanying Statements of Operations. Amortization of the debt discount associated with the 2020 Debentures was $ 1,992 On January 30, 2020, the Company issued an unsecured promissory note payable to a stockholder of the Company with a face value of $ 75 10 75 80 Warrants, which was paid by exchanging the promissory note and paying an additional $ 5 . This is included in the $ 1,992 gross proceeds raised. Interest expense in relation to the unsecured promissory note of $ 1 was recorded for the year ended December 31, 2020. The Company did not issue any convertible debt during the year ended December 31, 2021. As of December 31, 2021, the Company has no outstanding balance under convertible debt.

TERM NOTE

TERM NOTE	12 Months Ended
	Dec. 31, 2021
Disclosure Term Note Abstract
TERM NOTE	NOTE 7 – TERM NOTE On May 17, 2020, the Company entered into a paycheck protection program term note for $ 72 May 17, 2022 1.00 72 The Company applied for and was notified in June 2021 that $69 thousand in eligible payroll expenditures as described in the CARES Act, has been forgiven. Loan forgiveness is reflected in Other Income (Expense), Net in the accompanying Statements of Operations. The forgiveness recognized during the year ended December 31, 2021, included principal of $ 69 1 3

CONVERTIBLE PREFERRED STOCK

CONVERTIBLE PREFERRED STOCK	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
CONVERTIBLE PREFERRED STOCK	NOTE 8 – CONVERTIBLE PREFERRED STOCK The Company is authorized to issue Series A Convertible Preferred Stock, par value of $ 0.001 0.001 no 0.85 144,444

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 9 – STOCKHOLDERS’ EQUITY The Company expensed $ 696 53 The Company expensed $ 784 461 During the year ended , 2021, the Company issued 9,774 39 On September 17, 2021, the Company approved restricted stock units for three non-employee directors for an aggregate of 63,000 217 Effective January 1, 2021, the Company approved restricted stock units or restricted stock awards, for each non-employee director, with a grant date fair value equal to $ 100 25 a total of 145,010 In August 2021, upon vesting of the restricted stock awards held by our Chief Executive Officer, the Company withheld and retired 18,720 On April 16, 2021, upon vesting of the restricted stock awards held by our Chief Executive Officer, the Company withheld and retired 12,843 Effective April 15, 2021, Norman Gardner, our former Chairman of the board of directors retired from the board of directors. Mr. Gardner was awarded 69,284 300 40,000 On April 15, 2021, the board of directors granted the Company’s Chief Financial Officer, an award of 5,000 21 750 In April 2021, the Company granted an employee an award of 5,000 21 two-year Effective March 1, 2021, the Company amended and restated the Consulting Agreement it has with its Chief Operating Officer. The amended and restated agreement provides among other things, an annual fee of $214,400, a commission of 2% on all gross sales above $500 thousand, the issuance of 10,000 restricted stock awards and the extension of the expiration date for options previously granted to him to the five-year anniversary of the agreement’s effective date. 80,000 he Company applied FASB ASC 718, “Compensation—Stock Compensation,” modification accounting and expensed a change in fair value of $ 75 On February 9, 2021, the Company entered into an underwriting agreement with Maxim Group LLC (“Maxim”), as the representative of several underwriters pursuant to which the Company agreed to issue and sell to the underwriters in an underwritten public offering an aggregate of 1,650,000 8.7 million 8.1 million In connection with the public offering that closed on February 12, 2021, the Company granted Maxim a 45-day option to purchase up to 247,500 shares of common stock to cover over-allotments, if any. On February 19, 2021, Maxim partially exercised its over-allotment option to purchase 100,000 shares of common stock for gross proceeds of $530 thousand and net proceeds of $493 thousand, less underwriting discounts and commissions. On October 12, 2020, pursuant to the 2020 Plan (See Note 10 – Stock Options, Restricted Stock and Warrants), the Company granted to each of the Company’s Chief Financial Officer, acting Chief Operating Officer, and Chief Technology Officer 5,000 restricted stock units that vested immediately and converted into shares of the Company’s common stock, with a total fair value of $53 thousand. On August 5, 2020, the Company issued restricted stock awards for an aggregate of 230,000 shares of restricted common stock to the Company’s directors in consideration of their years of service to the Company that vest in full one-year from the date of grant, subject to the respective director’s continued service as member of the Board of Directors on the vesting date. During the years ended December 31, 2021, and 2020, $514 thousand and $351 thousand, respectively, was expensed related to these services. On June 17, 2020, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the underwriters (the “Representative”), for an underwritten public offering (the “Offering”) of an 2,173,913 4.60 10.0 million 30,000 888 4 Of the 2,173,913 Units purchased in the Offering, 17,800 Units were purchased by two directors of the Company. Pursuant to the Underwriting Agreement, the Company agreed to issue to the Representative, as a portion of the underwriting compensation payable to the Representative, warrants to purchase up to a total of 173,913 5.06 three years In connection to the closing of the Offering and the related automatic conversion of the 2020 Debentures (as defined below) the Company issued 637,513 shares of common stock related to the principal amount outstanding of $1,992 thousand and interest expense of $61 thousand and issued 179,200 In May 2020, the Company rescinded and cancelled an aggregate of 19,401 shares of common stock that the Company had approved for issuance but were not yet issued and outstanding shares. On April 16, 2020, the Company granted its Chief Executive Officer, Patrick White, a restricted stock award of 37,500 150 one-year On March 6, 2020, the Company completed the offering of senior secured convertible debentures (the “2020 Debentures”) and warrants and raised $ 1,992 19,208 Non-Qualified Stock Purchase Plan On June 10, 2021, the stockholders of the Company approved a non-qualified stock purchase plan (the “2021 Plan”). The 2021 Plan provides eligible participants, including employees, directors and consultants of the Company, the opportunity to purchase shares of the Company’s common stock thereby increasing their interest in the Company’s continued success. The maximum numbers of common stock reserved and available for issuance under the 2021 Plan is 500,000 shares. The purchase price of shares of common stock acquired pursuant to the exercise of an option will be the lesser of 85% of the fair market value of a share (a) on the enrollment date, and (b) on the exercise date. The 2021 Plan is not intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Company applied FASB ASC 718, “Compensation-Stock Compensation” and estimated the fair value using the Black-Scholes model, as the plan is considered compensatory. During the year ended December 31, 2021, $40 thousand has been expensed in relation to the non-qualified stock purchase plan. Shares Held in Treasury As of December 31, 2021, and December 31, 2020, the Company had 223,956 7,011 838 113 In November 2020, the Company’s Board of Directors approved a share repurchase program for up to $1.5 million of the Company’s common stock until August 16, 2021. On August 12, 2021, the Company’s Board of Directors extended the share repurchase program to expire on August 16, 2022. All other terms and conditions remained the same. During the year ended December 31, 2021, the Company repurchased 216,945 shares of common stock at an average price of $3.34 for approximately $725 thousand pursuant to the Share Repurchase Plan. As of December 31, 2021, $775 thousand may be used to repurchase shares under the program.

STOCK OPTIONS, RESTRICTED STOCK

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS	NOTE 10– STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS During 2013, the Company adopted the 2013 Omnibus Equity Compensation Plan (the “2013 Plan”). Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards up to an aggregate of 400,000 On November 14, 2017, the Executive Committee of the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “2017 Plan”) that covered the potential issuance of 260,000 On August 10, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”), subject to stockholder approval, which authorizes the potential issuance of up to 1,069,110 The 2020 Plan is administered by the Compensation Committee which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan. In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). 1,000,000 The Company has issued non-qualified stock options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgements. Non-Qualified Stock Options The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted during the years ended December 31, 2020. No options were granted during 2021. Schedule of weighted-average assumptions 2020 Risk Free Interest Rate 1.77% Expected Volatility 452.88% Expected Life (in years) 5.0 Dividend Yield 0% Weighted average estimated fair value of options during the period $4.61 The following table summarizes the activities for the Company’s stock options for the year ended December 31, 2021, and 2020: Schedule of stock option activity Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in thousands) (1) Balance as of December 31, 2019 358,271 5.91 Granted 133,000 3.85 Forfeited/Cancelled/Expired (17,500) 29.07 Balance as of December 31, 2020 473,771 $ 4.48 Granted - - Forfeited/Cancelled/Expired (8,300) 9.72 Balance as of December 31, 2021 465,471 $ 4.38 Exercisable as of December 31, 2021 465,471 $ 4.38 3.2 $ 47 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. As of December 31, 2021, and 2020, the aggregate intrinsic value of options exercised under the Company’s stock option plans was $ 47 97 The following table summarizes the activities for the Company’s unvested stock options for the year ended December 31, 2021, and 2020: Schedule of summary for the activities of unvested stock options Unvested Options Weighted - Average Number of Grant Unvested Options Date Exercise Price Balance December 31, 2019 20,000 $ 9.75 Granted 133,000 3.85 Vested (143,000 ) 4.27 Balance December 31, 2020 10,000 9.75 Granted - - Vested (10,000) 9.75 Balance December 31, 2021 - $ - For the years ended December 31, 2021, and 2020, the Company expensed $ 85 704 As of December 31, 2021, there was $0 unrecognized compensation cost related to outstanding stock options. As of December 31, 2020, there was $10 thousand unrecognized compensation cost related to outstanding stock options expected to vest over the weighted average of 0.1 years. On April 15, 2021, Norman Gardner agreed to cancel options to purchase 8,300 December 21, 2026 Effective January 2020, the Company awarded its Chief Financial Officer incentive stock options exercisable for 4,000 3.505 14 Effective January 2020, the Company awarded four directors non-qualified stock options exercisable for 40,000 3.505 January 7, 2025 137 Effective January 2020, the Company awarded five of its directors non-qualified stock options exercisable for 50,000 3.505 January 7, 2025 171 On April 16, 2020, the Company approved a three-year extension of the expiration date for certain options previously granted to Patrick White, the Company’s Chief Executive Officer and to Norman Gardner, the Company’s former Chairman. As a result, 140,000 options previously granted to Mr. White now expire on August 15, 2025, and 90,000 options previously granted to Mr. Gardner now expire on June 28, 2025. All other terms with respect to the option grants remain the same. The Company applied FASB ASC 718, “Compensation—Stock Compensation,” modification accounting and calculated a change in fair value of $154 thousand. On April 16, 2020, the Company awarded a director non-qualified stock options for 3,000 4.025 April 16, 2025 12 On May 27, 2020, the Company awarded two directors non-qualified stock options for an aggregate of 8,000 5.295 May 27, 2025 41 In August 2020, the Company issued options to purchase of 28,000 shares of common stock, that expire eighteen months from the date of grant and have an exercise price of $4.60, for services performed by two sales consultants, with a fair value of $96 thousand. In August 2019, the Company entered into an amendment (the “Amendment”) to the Employment Agreement, dated August 15, 2017, with Patrick White, the Chief Executive Officer of the Company (the “Employment Agreement”), which Employment Agreement automatically renewed on July 16, 2019, effective on August 15, 2019. Pursuant to the Amendment, the term was reduced to one year and Mr. White agreed to defer receipt of sums due him to improve the Company’s liquidity. Mr. White was due to receive $100 thousand on August 15, 2019, representing deferred salary (the “Deferral Amount”) that he had previously agreed to defer over the two years of the initial term of his Employment Agreement. In the Amendment, Mr. White agreed to extend receipt of the Deferral Amount until August 15, 2020. In addition, he agreed to continue deferring 25% of his base salary over the one-year term until August 15, 2020. In connection with entering into the Amendment, the Company granted Mr. White 10,000 five-year fully vested incentive stock options under the Company’s 2017 Plan exercisable at $7.00 per share. Restricted Stock Awards and Restricted Stock Units The following table summarizes the unvested restricted stock awards as of December 31, 2021, and 2020: Schedule of unvested restricted stock awards Restricted Stock Awards Weighted - Average Number of Grant Shares Date Fair Value Unvested at December 31, 2019 480,000 $ 0.19 Granted 267,500 3.80 Vested (480,000 ) 0.19 Unvested at December 31, 2020 267,500 3.80 Granted 89,284 4.32 Vested (312,142 ) 3.87 Balance December 31, 2021 44,642 $ 4.31 As of December 31, 2021, total unrecognized share-based compensation cost related to unvested restricted stock awards was $ 115 0.9 634 0.7 The following table summarizes the unvested restricted stock units as of December 31, 2021, and 2020: Schedule of unvested restricted stock units Restricted Stock Units Weighted - Average Number of Grant Shares Date Fair Value Unvested at December 31, 2019 $ - $ - Granted 15,000 3.55 Vested (15,000 ) 3.55 Unvested at December 31, 2020 - Granted 208,010 4.05 Vested (21,000 ) 3.44 Balance December 31, 2021 $ 187,010 $ 4.11 As of December 31, 2021, total unrecognized share-based compensation cost related to unvested restricted stock units was $ 146 0.3 0 Warrants The following table summarizes the activities for the Company’s warrants for the years ended December 31, 2021, and 2020: Schedule of warrant activity Warrants Outstanding Number of Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of December 31, 2019 445,252 $ 15.39 Granted 3,787,991 4.97 Cancelled/Forfeited (454,000 ) 7.50 Balance as of December 31, 2020 3,779,243 $ 5.89 Granted - - Balance as of December 31, 2021 3,779,243 $ 5.89 3.0 Exercisable as of December 31, 2021 3,779,243 $ 5.89 3.0 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 3.175 All warrants were vested on the date of grant. No warrants were granted during the year ended December 31, 2021. The Company issued three 498,000 7.50 82,500 On June 22, 2020, 2020 Warrants to purchase 448,000 82,500 573,479 4.60 five 105,567 As a result of the Offering, the per share exercise price for the outstanding but unexercised 2020 Warrants to purchase shares of common stock related to the two warrant holders who did not cancel their 2020 Warrants, has been adjusted from $7.50 to $4.59 and the number of shares of common stock underlying the outstanding but unexercised 2020 Warrants increased from an aggregate of 50,000 to 81,700 shares of common stock. On May 27, 2020, the Company awarded four non-employees warrants to purchase an aggregate of 11,000 5.295 May 27, 2023 54 On June 18, 2020, in connection with the Offering, the Representative provided a partial exercise notice of the over-allotment option to purchase 50,000 325,987 On June 22, 2020, in connection with the Offering, the Company issued warrants to purchase 2,499,900 five 4.60 In connection with the Offering, on June 22, 2020, the Company issued warrants to the Representative to purchase up to a total of 173,913 5.06 523 For the years ended December 31, 2021, and 2020, the Company expensed $0 and $51 thousand, respectively, related to warrants.

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
EARNINGS (LOSS) PER SHARE	NOTE 11— EARNINGS (LOSS) PER SHARE Basic earnings/(loss) per share (EPS) is computed by dividing net income/(loss) by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive common stock equivalent shares consist of preferred stock, stock options, warrants, restricted stock awards and restricted stock units computed under the treasury stock method, using the average market price during the period. The following table sets forth the computation of basic and diluted earnings/(loss) per share (in thousands, except share and per share data) Years Ended December 31, 2021 2020 Numerator: Net Income/(Loss) $ 3,612 $ (5,902 ) Denominator: Weighted average shares of common 7,110,907 3,980,202 Effect of dilutive securities Preferred Stock 144,444 - Stock Options 48,212 - Warrants 23 - Stock Purchase Plan 2,362 - Restricted Stock Units & Restricted Stock Awards 77,416 - Weighted average shares of common 7,383,364 3,980,202 Net Earnings (Loss) per share Basic $ 0.51 $ (1.48 ) Diluted $ 0.49 $ (1.48 ) The following table represents the weighted average number of anti-dilutive instruments excluded from the computation of diluted earnings/(loss) per share: Years Ended 2021 2020 Anti-dilutive instruments excluded from Preferred Stock - 144,444 Stock Options 177,334 473,771 Warrants 3,779,048 3,779,243 Restricted Stock Units and Restricted Stock Awards 13,196 -

LONG TERM DERIVATIVE LIABILITY

LONG TERM DERIVATIVE LIABILITY	12 Months Ended
	Dec. 31, 2021
LONG TERM DERIVATIVE LIABILITY	NOTE 12— LONG TERM DERIVATIVE LIABILITY On September 17, 2021, the Company granted two directors restricted stock units (“SPAC RSUs”) with respect to the common stock, $ 0.0001 98 71

OPERATING LEASES

OPERATING LEASES	12 Months Ended
	Dec. 31, 2021
Operating Leases
OPERATING LEASES	NOTE 13 – OPERATING LEASES For both years ended December 31, 2021, and 2020, total rent expense under leases amounted to $ 14

MAJOR CUSTOMERS_VENDORS

MAJOR CUSTOMERS/VENDORS	12 Months Ended
	Dec. 31, 2021
Risks and Uncertainties [Abstract]
MAJOR CUSTOMERS/VENDORS	NOTE 14 – MAJOR CUSTOMERS/VENDORS During the year ended December 31, 2021, five two During the years ended December 31, 2021, and 2020, the Company purchased 100% of pigment from one one As of December 31, 2021, three customers accounted for 91 96

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 15 – SUBSEQUENT EVENTS Effective January 1, 2022, the Company approved restricted stock units or restricted stock awards, for each non-employee director, with a grant date fair value equal to $ 125 thousand. If the non-employee director serves as a Board committee chair or Lead Independent director, he will also receive an additional award of restricted stock units or restricted stock award with a grant date fair value equal to $ 25 thousand. These awards will vest in full on the earlier of the one-year anniversary of the date of grant subject to the non-employee director’s continued service on the Board of Directors and become payable upon separation of the non-employee director’s service as a director. In January 2022, a total of 157,232 restricted stock units were issued to four non-employee directors for a fair value of $ 500 thousand, and 39,308 125 On February 16, 2022, the Company, as part of the development and implementation of the Company’s strategic initiatives, entered into employment agreements with its Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Technology Officer and Senior VP of Finance and Investor Relations, each with effect as of February 15, 2022. In accordance with the employment agreements, the Compensation Committee of the Board approved grants of restricted stock units to each of the executives with a grant date value as of February 16, 2022 equal to their respective base salary multiplied by their respective annual equity award eligibility percentage ranging from 50% to 70%. On February 28, 2022, five participants exercised their option under the Company’s non-qualified stock purchase plan, and as a result, 25,000 2.69

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Nature of the Business	Nature of the Business VerifyMe, Inc. (“VerifyMe,” the “Company,” “we,” “us,” or “our”) was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $ 0.001 The Company is a technology solutions provider specializing in products to connect brands with consumers. VerifyMe technologies give brand owners the ability to gather business intelligence while engaging directly with their consumers. VerifyMe technologies also provide brand protection and supply chain functions such as counterfeit prevention, authentication, serialization, and track and trace features for labels, packaging and products. We began to commercialize our covert luminescent pigment VerifyInk TM
Reverse Stock Split	Reverse Stock Split On June 17, 2020, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, with the Nevada Secretary of State to effect a 50-to-1 The accompanying financial statements and notes to the financial statements give retroactive effect to the Reverse Stock Split for all periods presented, unless otherwise specified.
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s financial instruments consist of accounts receivable, accounts payable, notes payable and accrued expenses, equity investments, and long-term derivative liabilities. The carrying value of accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short maturities. The Company believes the carrying amount of its notes payable approximate fair value based on rates and other terms currently available to the Company for similar debt instruments. The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures,” and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data The level in the fair value within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
Variable Interest Entity	Variable Interest Entity The Company has determined that G3 VRM Acquisition Corp., (the “SPAC”, see Note 2 – Equity Investment), is a variable interest entity (“VIE”) in which the Company has a variable interest but is not the primary beneficiary. Making the determination as to whether a VIE should be consolidated requires judgement in assessing if the Company is the primary beneficiary. To make this determination, the Company evaluated its power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the SPAC. The Company concluded that it is not the primary beneficiary of the VIE and as such, does not consolidate the SPAC. The Company reassess its evaluation of whether an entity is a VIE and if it continues to be a VIE, whether the Company is the primary beneficiary of the VIE, on an ongoing basis based on the current facts and circumstances surrounding the entity.
Equity Investments	Equity Investments When the Company does not have a controlling financial interest in an entity but can exert influence over the entity’s operations and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under applicable generally accepted accounting policies. The Company has elected the fair value option for its equity investment in the SPAC (see Note 2 – Equity Investment) as it has determined the fair value best reflects the economic performance of the equity investment. Changes in unrecognized gains or losses of the fair value of the equity investment are included in Other Income (Expense), Net on the accompanying Statement of Operations.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and certificates of deposit and commercial paper with original maturities of 90 days or less to be cash or cash equivalents.
Accounts Receivable	Accounts Receivable Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, such allowances may be required. The Company recognized $ 0 0
Concentration of Credit Risk Involving Cash and Cash Equivalents	Concentration of Credit Risk Involving Cash and Cash Equivalents The Company’s cash and cash equivalents are held at various financial institutions. At times, the Company’s deposits may exceed Federal Deposit Insurance Corporation (FDIC) coverage limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits.
Inventory	Inventory Inventory principally consists of canisters and pigments and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value.
Equipment for Lease	Equipment for Lease Equipment for lease principally consists of costs associated with the development, certification and production of the VerifyChecker™ and the VerifyAuthenticator TM one automatically renewable leases cancellable by either party by written notice provided 90 days in advance straight-line basis 5 years
Capitalized Software	Capitalized Software Costs incurred in connection with the development of software related to our proprietary digital products are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software development costs begins once the product is available to the market which started in January 2020. Capitalized software development costs are amortized over the estimated life of the related product, generally five years, using the straight-line method
Long-Lived Assets	Long-Lived Assets The Company evaluates the recoverability of its long-lived assets in accordance with ASC 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets.
Related Parties	Related Parties Related parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. During the year ended December 31, 2021, and December 31, 2020, the Company did not incur any charges related to related parties. During 2020, four directors and an entity in which one officer of the Company is a majority owner, participated in our 2020 Debenture offering, and two directors purchased securities in the Company’s June 2020 underwritten public offering, see Note 6 – Convertible Debt and Note 9 – Stockholder’s Equity, respectively.
Derivative Instruments	Derivative Instruments The Company evaluates its equity investments, long-term derivative liabilities, preferred stock, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguish by Liabilities from Equity” (FASB ASC 480), and FASB ASC 815, “Derivatives and Hedging” (“FASB ASC 815”). The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as a liability. The change in fair value is recorded in the Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified as liabilities at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.
Reclassifications	Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements. These reclassifications had no effect on the previously reported net income (loss).
Revenue Recognition	Revenue Recognition The Company accounts for revenues according to ASC Topic 606, “ Revenue from Contracts with Customers” The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; VerifyMe, Inc. Notes to the Financial Statements · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. During the year ended December 31, 2020, the Company’s revenues were primarily generated from our VerifyInk TM
Income Taxes	Income Taxes The Company follows FASB ASC 740, “Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2017 through 2020 remain subject to examination by major tax jurisdictions.
Stock-based Compensation	Stock-based Compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company accounts for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if the Company had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured, and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed.
Advertising Costs	Advertising Costs Advertising costs are expensed as incurred. Advertising costs were $ 51 3
Research and Development Costs	Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed when incurred. Research and development costs for the years ended December 31, 2021, and 2020 were $ 51 19
Basic and Diluted Earnings (Loss) per Share of Common Stock	Basic and Diluted Earnings (Loss) per Share of Common Stock The Company follows Financial Accounting Standards Board (“FASB”) ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share.

EQUITY INVESTMENT (Tables)

EQUITY INVESTMENT (Tables)	12 Months Ended
	Dec. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]
Such summary information has been provided herein based upon the individual significance of the equity investment to the financial information of the Company	The following table presents summary financial information of the Sponsor Entity. Such summary information has been provided herein based upon the individual significance of the equity investment to the financial information of the Company Amounts in Thousands ('000) December 31, 2021 December 31, 2020 Current Assets $ 1,186 $ - Non-current assets 107,857 - Current Liabilities 11 - Non-current liabilities 3,719 - Stockholders' Equity 105,313 - Amounts in Thousands ('000) Year Ended December, 2021 2020 Operating Loss $ (470 ) $ - Net Loss $ (467 ) $ -

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of reconciliation of federal statutory tax rate	The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2021, and 2020 is as follows (in thousands) Schedule of reconciliation of federal statutory tax rate Year Ended December 31, US 2021 2020 Income (loss) before income taxes $ 3,612 $ (5,902 ) Taxes under statutory US tax rates 759 (1,239 ) Increase (decrease) in taxes resulting from: Increase (decrease) in valuation allowance (1,164 ) 731 All other 222 707 State taxes 183 (199 ) Income tax expense $ - $ -
Schedule of deferred tax assets and liabilities	Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities consist of the following (in thousands): Schedule of deferred tax assets and liabilities December 31, 2021 2020 US Net operating loss $ 10,194 $ 9,230 Share based compensation 858 782 Reserves and accruals (24 ) (9 ) Unrealized Gain on Equity Investment (2,188 ) - Gross deferred tax assets $ 8,840 $ 10,003 Less valuation allowance (8,840 ) (10,003 ) Total deferred tax assets $ - $ - Deferred tax liabilities: Total deferred tax liabilities - - Net deferred tax assets / (liabilities) $ - $ -

STOCK OPTIONS, RESTRICTED STO_2

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Schedule of weighted-average assumptions	The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted during the years ended December 31, 2020. No options were granted during 2021. Schedule of weighted-average assumptions 2020 Risk Free Interest Rate 1.77% Expected Volatility 452.88% Expected Life (in years) 5.0 Dividend Yield 0% Weighted average estimated fair value of options during the period $4.61
Schedule of stock option activity	The following table summarizes the activities for the Company’s stock options for the year ended December 31, 2021, and 2020: Schedule of stock option activity Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in thousands) (1) Balance as of December 31, 2019 358,271 5.91 Granted 133,000 3.85 Forfeited/Cancelled/Expired (17,500) 29.07 Balance as of December 31, 2020 473,771 $ 4.48 Granted - - Forfeited/Cancelled/Expired (8,300) 9.72 Balance as of December 31, 2021 465,471 $ 4.38 Exercisable as of December 31, 2021 465,471 $ 4.38 3.2 $ 47 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. As of December 31, 2021, and 2020, the aggregate intrinsic value of options exercised under the Company’s stock option plans was $ 47 97
Schedule of summary for the activities of unvested stock options	The following table summarizes the activities for the Company’s unvested stock options for the year ended December 31, 2021, and 2020: Schedule of summary for the activities of unvested stock options Unvested Options Weighted - Average Number of Grant Unvested Options Date Exercise Price Balance December 31, 2019 20,000 $ 9.75 Granted 133,000 3.85 Vested (143,000 ) 4.27 Balance December 31, 2020 10,000 9.75 Granted - - Vested (10,000) 9.75 Balance December 31, 2021 - $ -
Schedule of unvested restricted stock awards	The following table summarizes the unvested restricted stock awards as of December 31, 2021, and 2020: Schedule of unvested restricted stock awards Restricted Stock Awards Weighted - Average Number of Grant Shares Date Fair Value Unvested at December 31, 2019 480,000 $ 0.19 Granted 267,500 3.80 Vested (480,000 ) 0.19 Unvested at December 31, 2020 267,500 3.80 Granted 89,284 4.32 Vested (312,142 ) 3.87 Balance December 31, 2021 44,642 $ 4.31
Schedule of unvested restricted stock units	The following table summarizes the unvested restricted stock units as of December 31, 2021, and 2020: Schedule of unvested restricted stock units Restricted Stock Units Weighted - Average Number of Grant Shares Date Fair Value Unvested at December 31, 2019 $ - $ - Granted 15,000 3.55 Vested (15,000 ) 3.55 Unvested at December 31, 2020 - Granted 208,010 4.05 Vested (21,000 ) 3.44 Balance December 31, 2021 $ 187,010 $ 4.11
Schedule of warrant activity	The following table summarizes the activities for the Company’s warrants for the years ended December 31, 2021, and 2020: Schedule of warrant activity Warrants Outstanding Number of Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of December 31, 2019 445,252 $ 15.39 Granted 3,787,991 4.97 Cancelled/Forfeited (454,000 ) 7.50 Balance as of December 31, 2020 3,779,243 $ 5.89 Granted - - Balance as of December 31, 2021 3,779,243 $ 5.89 3.0 Exercisable as of December 31, 2021 3,779,243 $ 5.89 3.0 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 3.175

EARNINGS (LOSS) PER SHARE (Tabl

EARNINGS (LOSS) PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
The following table sets forth the computation of basic and diluted earnings/(loss) per share (in thousands, except share and per share data)	The following table sets forth the computation of basic and diluted earnings/(loss) per share (in thousands, except share and per share data) Years Ended December 31, 2021 2020 Numerator: Net Income/(Loss) $ 3,612 $ (5,902 ) Denominator: Weighted average shares of common 7,110,907 3,980,202 Effect of dilutive securities Preferred Stock 144,444 - Stock Options 48,212 - Warrants 23 - Stock Purchase Plan 2,362 - Restricted Stock Units & Restricted Stock Awards 77,416 - Weighted average shares of common 7,383,364 3,980,202 Net Earnings (Loss) per share Basic $ 0.51 $ (1.48 ) Diluted $ 0.49 $ (1.48 )
The following table represents the weighted average number of anti-dilutive instruments excluded from the computation of diluted earnings/(loss) per share:	The following table represents the weighted average number of anti-dilutive instruments excluded from the computation of diluted earnings/(loss) per share: Years Ended 2021 2020 Anti-dilutive instruments excluded from Preferred Stock - 144,444 Stock Options 177,334 473,771 Warrants 3,779,048 3,779,243 Restricted Stock Units and Restricted Stock Awards 13,196 -

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jun. 17, 2020	Dec. 31, 2021	Dec. 30, 2021	Dec. 31, 2020	Dec. 30, 2020
Property, Plant and Equipment [Line Items]
Common stock, par value (in dollars per share)		$ 0.001		$ 0.001
Reverse stock split	50-to-1
Allowance for doubtful accounts		$ 0		$ 0
Amortization method of patents				straight-line method
Estimated useful lives of property and equipment		5 years
Advertising cost		$ 51		$ 3
Research and development costs		$ 51	$ 51	$ 19	$ 19
Patents [Member]
Property, Plant and Equipment [Line Items]
Amortization method of patents		straight-line basis
Equipment For Lease [Member]
Property, Plant and Equipment [Line Items]
Maturity terms of lease		1 year
Description of lease terms		automatically renewable leases cancellable by either party by written notice provided 90 days in advance
Estimated useful lives of property and equipment		5 years

Such summary information has be

Such summary information has been provided herein based upon the individual significance of the equity investment to the financial information of the Company (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 30, 2021	Dec. 31, 2020	Dec. 30, 2020	Dec. 31, 2019
Subsidiary, Sale of Stock [Line Items]
Current Assets	$ 10,011		$ 8,201
Current Liabilities	450		383
Stockholders' Equity	21,167		8,319		$ (67)
Operating Income (Loss)	(470)	$ (4,831)		$ (3,568)
Net Income (Loss) Attributable to Parent	3,612	$ 3,612	(5,902)	$ (5,902)
Sponsor Entity [Member]
Subsidiary, Sale of Stock [Line Items]
Current Assets	1,186
Non-current assets	107,857
Current Liabilities	11
Non-current liabilities	3,719
Stockholders' Equity	$ 105,313

EQUITY INVESTMENT (Details Narr

EQUITY INVESTMENT (Details Narrative) - USD ($)	Jul. 06, 2021	Dec. 31, 2021	Apr. 13, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Sponsor Entity equity investment		$ 8,371
Over-Allotment Option [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	626,000
Sale of Stock, Consideration Received on Transaction	$ 106,260,000
Private Placement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Sale of Stock, Consideration Received on Transaction	569,410,000
Private Placement [Member] | G V R M Holdings L L Cand Maxim Partners L L C [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Sale of Stock, Consideration Received on Transaction	$ 5,694,000
Private Placement [Member] | Beneficial Owner [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	229,228
Sale of Stock, Consideration Received on Transaction	$ 2,581,000
Sponsor Entity [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Sale of Stock, Consideration Received on Transaction	516,280,000
Maxim Partners L L C [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Sale of Stock, Consideration Received on Transaction	$ 53,130,000
Co Sponsor [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Percentage of equity interest			44.40%
G V R M Holdings L L C [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Percentage of equity interest	9.42%

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Capitalized amount	$ 45,000		$ 73,000
Deposit				$ 51
Equipment for lease, useful life	5 years
Equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation		$ 52,000	50,000
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Capitalized amount	$ 12,000		0
Equipment for lease, useful life	3 years
Depreciation	$ 1,000		$ 0

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 30, 2021	Dec. 31, 2020	Dec. 30, 2020
Finite-Lived Intangible Assets [Line Items]
Capitalized patent costs and trademarks	$ 106		$ 0
Amortization expense		$ 30		$ 20
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Description of expire	issued patents expire between the years 2022 and 2039
Patents [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated lives of intangible assets	17 years
Patents [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated lives of intangible assets	19 years
Patents and Trademark [Member]
Finite-Lived Intangible Assets [Line Items]
Capitalized patent costs and trademarks	$ 95		103
Amortization expense	$ 34		$ 28

Schedule of reconciliation of f

Schedule of reconciliation of federal statutory tax rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income (loss) before income taxes	$ 3,612	$ (5,902)
Taxes under statutory US tax rates	759	(1,239)
Increase (decrease) in taxes resulting from:
Increase (decrease) in valuation allowance	(1,164)	731
All other	222	707
State taxes	183	(199)
Income tax expense

Schedule of deferred tax assets

Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss	$ 10,194	$ 9,230
Share based compensation	858	782
Reserves and accruals	(24)	(9)
Unrealized Gain on Equity Investment	(2,188)
Gross deferred tax assets	8,840	10,003
Less valuation allowance	(8,840)	(10,003)
Total deferred tax assets
Deferred tax liabilities:
Total deferred tax liabilities
Net deferred tax assets / (liabilities)

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
Operating Loss Carryforwards [Line Items]
Description of ownership change	In general, an “ownership change” as defined by Section 382 of the IRC results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders
Deferred tax assets valuation allowance	$ 8,600
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	20,100,000
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 17,400,000

CONVERTIBLE DEBT (Details Narra

CONVERTIBLE DEBT (Details Narrative) - USD ($)

Jun. 22, 2020

Jun. 17, 2020

Mar. 06, 2020

Feb. 28, 2020

Feb. 27, 2020

Feb. 06, 2020

Jan. 31, 2020

Feb. 29, 2020

Feb. 28, 2020

Dec. 31, 2021

Dec. 31, 2020

Dec. 30, 2020

Sep. 06, 2021

Aug. 28, 2021

Aug. 26, 2021

Jun. 30, 2020

Jan. 22, 2020

Dec. 31, 2019

Short-term Debt [Line Items]

Convertible debt

$ 1,992,000

Debentures for gross proceeds

$ 1,992,000

$ 1,992,000

Convertible debt

1,063,000

Principal value

$ 600,000

Debt principal amount

$ 150,000

$ 910,000

$ 932,000

Additional paid in capital

$ 86,059,000

76,099,000

Number of shares issued for services (in shares)

12,285

498,000

1,923

Exercise price (in dollars per share)

$ 7,500

Amortization of debt discount

1,992,000

$ 1,992,000

Debt instrument convertible excess of principal

$ 5

34,000

Unsecured Debt [Member]

Short-term Debt [Line Items]

Cumulative interest rate

1000.00%

Interest expense

1,000

Notes Payable, Other Payables [Member]

Short-term Debt [Line Items]

Debt principal amount

$ 75,000

$ 75,000

$ 75,000

Private Placement [Member]

Short-term Debt [Line Items]

Description of termination

The agreement automatically extended for periods of thirty days until terminated in writing.

Agreement [Member]

Short-term Debt [Line Items]

Cash compensation

$ 153

$ 25

Warrant [Member] | Common Stock [Member]

Short-term Debt [Line Items]

Description of conversion stock

Company cancelled the 2020 Warrants for twenty-three of the twenty-five warrant holders and issued to the holders of the cancelled 2020 Warrants an aggregate of 179,200 shares of common stock. Of this amount, 33,000 shares of common stock were issued to four directors and an entity in which one officer of the Company is a majority owner and co-manager. 2020 Warrants to purchase an aggregate of 81,700 shares of common stock at an exercise price of $4.59 per share remain outstanding. Also, on such date, the 2020 Debentures were automatically converted into an aggregate of 637,513 shares of common stock and warrants to purchase 573,479 shares of common stock. Of this amount, 105,567 shares of common stock and warrants to purchase 105,567 shares of common stock were issued to four directors and an entity in which one officer of the Company is a majority owner and co-manager.

Convertible Debt [Member]

Short-term Debt [Line Items]

Convertible debt

$ 330,000

1,063

Description of conversion stock

(i) the commencement of trading of the common stock on the Nasdaq, New York Stock Exchange or NYSE American (an “Uplist”) at the Uplist Conversion Price (defined below); or (ii) at any time the minimum bid price of the common stock exceeded $25.00 per share for twenty (20) consecutive trading days and the average trading volume during the 10 trading days prior to the conversion was at least 2,000 shares and the shares were registered under an effective registration statement or the shares were salable under Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended.

Amortization of debt discount

1,992,000

Purchased of convertible debt

650,000

Direct transaction costs

$ 245

Convertible Debt One [Member]

Short-term Debt [Line Items]

Purchased of convertible debt

$ 80

TERM NOTE (Details Narrative)

TERM NOTE (Details Narrative) - USD ($) $ in Thousands	May 17, 2020	Dec. 31, 2021	Dec. 30, 2020
Short-term Debt [Line Items]
Loan forgiveness		$ 69
Interest payable		1
Repayments of loan payable		3
Paycheck Protection Program Term Note [Member]
Short-term Debt [Line Items]
Long term liabilities		$ 72
Paycheck Protection Program Term Note [Member] | P N C Bank N A [Member]
Short-term Debt [Line Items]
Principal value	$ 72
Maturity date	May 17, 2022
Interest rate	1.00%

CONVERTIBLE PREFERRED STOCK (De

CONVERTIBLE PREFERRED STOCK (Details Narrative) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible Preferred Stock, outstanding	0	0
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible Preferred Stock, outstanding	0.85	0.85
Number of shares converted	144,444	144,444

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)

Sep. 17, 2021

Apr. 16, 2021

Apr. 15, 2021

Mar. 01, 2021

Feb. 12, 2021

Jan. 02, 2021

Jun. 17, 2020

Jun. 17, 2020

Jun. 17, 2020

Apr. 16, 2020

Mar. 06, 2020

Feb. 27, 2020

Feb. 06, 2020

Aug. 31, 2021

Apr. 30, 2021

Apr. 15, 2021

Feb. 09, 2021

Jan. 31, 2021

Jun. 17, 2020

Sep. 30, 2021

Dec. 31, 2021

Dec. 31, 2020

Dec. 30, 2020

Jun. 22, 2020

Accumulated Other Comprehensive Income (Loss) [Line Items]

Restricted stock/Restricted stock units, Expense

$ 63,000,000

$ 696,000

$ 53,000

Restricted stock/Restricted stock units, Expense

$ 784,000

461,000

Restricted stock unit issued

9,774

Fair value of shares issued

$ 217,000

$ 39,000

$ 43,000

Issuance initial public offering

$ 8,447,000

$ 9,023,000

Number of shares issued for services

12,285

498,000

1,923

Number of common stock issued

7,420,633

5,603,888

Treasury stock share

223,956

7,011

Treasury stock value

$ 838,000

$ 113,000

Warrants2020 [Member] | Debentures2020 [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Gross proceeds from the sale

$ 1,992,000

Underwriting Agreement [Member] | Representatives Warrants [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of warrant issued

173,913

Cashless exercise of warrants

$ 5.06

Warrant term

3 years

Underwriting Agreement [Member] | Warrants2020 [Member] | Debentures2020 [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of common stock issued

179,200

Underwriting Agreement [Member] | Maxim Group L L C [Member] | IPO [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

No of shares issued in transaction

2,173,913

1,650,000

Issuance initial public offering

$ 8,700,000,000

$ 10,000,000,000

Net proceeds from over-allotment option less underwriting discounts and commissions

$ 8,100,000,000

Description of closing price of common shares

In connection with the public offering that closed on February 12, 2021, the Company granted Maxim a 45-day option to purchase up to 247,500 shares of common stock to cover over-allotments, if any.  On February 19, 2021, Maxim partially exercised its over-allotment option to purchase 100,000 shares of common stock for gross proceeds of $530 thousand and net proceeds of $493 thousand, less underwriting discounts and commissions.

Share price (in doller per share)

$ 4.60

$ 4.60

$ 4.60

$ 4.60

Number of shares issued for services

30,000

Chief Executive Officer [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Withheld shares of common stock tax obligation

12,843

18,720

Chief Financial Officer [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Restricted stock/Restricted stock units, Expense

$ 21,000

Withheld shares of common stock tax obligation

750

Restricted stock awards granted

5,000

Employee [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Restricted stock/Restricted stock units, Expense

$ 21,000

Restricted stock awards granted

5,000

Restricted stock awards vesting period

2 years

Chief Operating Officer [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of options granted

80,000

Change in fair value

$ 75,000

Chief Operating Officer [Member] | Consulting Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Description of amended and restated

The amended and restated agreement provides among other things, an annual fee of $214,400, a commission of 2% on all gross sales above $500 thousand, the issuance of 10,000 restricted stock awards and the extension of the expiration date for options previously granted to him to the five-year anniversary of the agreement’s effective date.

Restricted Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Fair value of shares issued

$ 100,000

$ 25,000

Description of units transaction

a total of 145,010 restricted stock units were issued to five non-employee directors for a fair value of $625 thousand, vesting one year from the date of issuance.

Restricted Stock [Member] | Director [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Restricted stock unit issued

145,010

Restricted Stock [Member] | Chief Executive Officer [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Restricted stock awards granted

37,500

Restricted stock awards vesting period

1 year

Deferred salary

$ 150,000

Restricted Stock Units (RSUs) [Member] | Private Placement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of common stock issued

19,208

Restricted Stock Units (RSUs) [Member] | Board of Directors Chairman [Member] | Norman Gardner [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Restricted stock/Restricted stock units, Expense

$ 300,000

Restricted stock awards granted

69,284

Additionally accelerated vesting shares

40,000

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Restricted stock/Restricted stock units, Expense

$ 39,000

Restricted stock unit issued

56,971

267,500

Fair value of shares issued

Number of shares issued for services

9,774

10,944

Common Stock [Member] | Underwriting Agreement [Member] | Maxim Group L L C [Member] | IPO [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Fair value of shares issued

$ 4

Number of shares issued for services

888

Common Stock [Member] | Director [Member] | Warrants2020 [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of warrant issued

105,567

Warrant term

5 years

Schedule of weighted-average as

Schedule of weighted-average assumptions (Details)	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Risk Free Interest Rate	1.77%
Expected Volatility	452.88%
Expected Life (in years)	5 years
Dividend Yield	0.00%
Weighted average estimated fair value of options during the period	4.61%

Schedule of stock option activi

Schedule of stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option, expense		$ 47	$ 97
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance at ending		473,771	358,271
Balance at ending		$ 4.48	$ 5.91
Granted			133,000
Granted			$ 3.85
Forfeited/Cancelled/Expired		(8,300)	(17,500)
Forfeited/Cancelled/Expired		$ 9.72	$ 29.07
Balance at ending		465,471	473,771
Balance at ending		$ 4.38	$ 4.48
Vested and Exercisable ending		465,471
Vested and Exercisable at ending		$ 4.38
Vested and Exercisable at ending		3 years 2 months 12 days
Vested and Exercisable at ending	[1]	$ 47
[1]	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. As of December 31, 2021, and 2020, the aggregate intrinsic value of options exercised under the Company’s stock option plans was $ 47 97

Schedule of summary for the act

Schedule of summary for the activities of unvested stock options (Details) - Nonvested Stock Options [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance at ending	10,000	20,000
Balance at ending	$ 9.75	$ 9.75
Granted		133,000
Granted		$ 3.85
Vested	(10,000)	(143,000)
Vested	$ 9.75	$ 4.27
Balance at ending		10,000
Balance at ending		$ 9.75

Schedule of unvested restricted

Schedule of unvested restricted stock awards (Details) - Restricted Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance at ending	267,500	480,000
Balance at ending	$ 3.80	$ 0.19
Granted	89,284	267,500
Granted	$ 4.32	$ 3.80
Vested	(312,142)	(480,000)
Vested	$ 3.44	$ 0.19
Vested	$ 3.87	$ 3.55
Balance at ending	44,642
Balance at ending	$ 4.31	$ 3.80

Schedule of unvested restrict_2

Schedule of unvested restricted stock units (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance at ending	208,010
Balance at ending
Granted		15,000
Granted	$ 4.05	$ 3.55
Vested	(21,000)	(15,000)
Balance at ending		208,010
Balance at ending	$ 4.11
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Balance at ending	267,500	480,000
Balance at ending	$ 3.80	$ 0.19
Granted	89,284	267,500
Granted	$ 4.32	$ 3.80
Vested	(312,142)	(480,000)
Vested	$ 3.87	$ 3.55
Balance at ending
Vested	$ 3.44	$ 0.19
Balance at ending	187,010	267,500
Balance at ending	$ 4.31	$ 3.80

Schedule of warrant activity (D

Schedule of warrant activity (Details) - USD ($)		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020	Feb. 27, 2020
Net Investment Income [Line Items]
Balance at ending		3,779,243	445,252
Balance at ending		$ 5.89	$ 15.39
Granted			3,787,991
Granted			$ 4.97
Cancelled/Forfeited			(454,000)
Cancelled/Forfeited			$ 7.50
Balance at ending		3,779,243	3,779,243
Balance at ending		$ 5.89	$ 5.89
Balance at ending		3 years
Exercisable at ending		3,779,243
Exercisable at ending		$ 5.89
Exercisable at ending			3 years
Exercisable at ending	[1]
Exercise price (in dollars per share)				$ 7,500
Warrant [Member]
Net Investment Income [Line Items]
Exercise price (in dollars per share)		$ 3.175
[1]	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 3.175

STOCK OPTIONS, RESTRICTED STO_3

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative) - USD ($)

Apr. 15, 2021

Mar. 01, 2021

Aug. 10, 2020

Jun. 22, 2020

Jun. 18, 2020

May 27, 2020

Apr. 16, 2020

Mar. 06, 2020

Feb. 27, 2020

Feb. 06, 2020

Jan. 31, 2020

Nov. 14, 2017

Apr. 15, 2021

Jan. 31, 2020

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2013

Class of Warrant or Right [Line Items]

Stock or Unit Option Plan Expense

$ 47,000

$ 97,000

Cancel options to purchase

454,000

Exercise price (in dollars per share)

$ 7,500

Unrecognized compensation cost

$ 115,000

$ 634,000

Weighted average vest term

10 months 25 days

8 months 12 days

Number of shares issued for services (in shares)

12,285

498,000

1,923

Over-Allotment Option [Member]

Class of Warrant or Right [Line Items]

Number of common shares issued

50,000

Number of warrant issued

325,987

Convertible Debt [Member]

Class of Warrant or Right [Line Items]

Description of conversion stock

(i) the commencement of trading of the common stock on the Nasdaq, New York Stock Exchange or NYSE American (an “Uplist”) at the Uplist Conversion Price (defined below); or (ii) at any time the minimum bid price of the common stock exceeded $25.00 per share for twenty (20) consecutive trading days and the average trading volume during the 10 trading days prior to the conversion was at least 2,000 shares and the shares were registered under an effective registration statement or the shares were salable under Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended.

Warrant [Member] | Convertible Debt [Member]

Class of Warrant or Right [Line Items]

Warrant amount

$ 82,500

Common Stock [Member]

Class of Warrant or Right [Line Items]

Number of shares issued for services (in shares)

9,774

10,944

Warrant [Member] | Over-Allotment Option [Member]

Class of Warrant or Right [Line Items]

Exercise price (in dollars per share)

$ 4.60

Warrant term

5 years

Number of warrant issued

2,499,900

Warrant [Member] | Common Stock [Member]

Class of Warrant or Right [Line Items]

Description of conversion stock

the per share exercise price for the outstanding but unexercised 2020 Warrants to purchase shares of common stock related to the two warrant holders who did not cancel their 2020 Warrants, has been adjusted from $7.50 to $4.59 and the number of shares of common stock underlying the outstanding but unexercised 2020 Warrants increased from an aggregate of 50,000 to 81,700 shares of common stock.

Representatives Warrants [Member] | Underwriting Agreement [Member]

Class of Warrant or Right [Line Items]

Exercise price (in dollars per share)

$ 5.06

Value of shares issued

$ 523,000

Number of warrant issued

173,913

Four Director [Member]

Class of Warrant or Right [Line Items]

Number of common shares issued

40,000

Expiration date

Jan. 7, 2025

Exercise price (in dollars per share)

$ 3.505

$ 3.505

Value of shares issued

$ 137,000

Fiver Director [Member]

Class of Warrant or Right [Line Items]

Number of common shares issued

50,000

Five Director [Member]

Class of Warrant or Right [Line Items]

Expiration date

Jan. 7, 2025

Exercise price (in dollars per share)

$ 3.505

$ 3.505

Value of shares issued

$ 171,000

One Director [Member]

Class of Warrant or Right [Line Items]

Number of common shares issued

3,000

Expiration date

Apr. 16, 2025

Exercise price (in dollars per share)

$ 4.025

Value of shares issued

$ 12,000

Two Director [Member]

Class of Warrant or Right [Line Items]

Number of common shares issued

8,000

Expiration date

May 27, 2025

Exercise price (in dollars per share)

$ 5.295

Value of shares issued

$ 41,000

Four Non Employees [Member] | Warrant [Member]

Class of Warrant or Right [Line Items]

Expiration date

May 27, 2023

Exercise price (in dollars per share)

$ 5.295

Value of shares issued

$ 54,000

Number of shares issued for services (in shares)

11,000

Norman Gardner [Member]

Class of Warrant or Right [Line Items]

Cancel options to purchase

8,300

Expiration date

Dec. 21, 2026

Chief Operating Officer [Member]

Class of Warrant or Right [Line Items]

Incentive stock options granted

80,000

Exercise price (in dollars per share)

$ 3.505

$ 3.505

Director And Officer [Member] | Debentures2020 [Member]

Class of Warrant or Right [Line Items]

Exercise price (in dollars per share)

$ 7.50

Warrant term

3 years

Number of shares issued for services (in shares)

498,000

Director [Member] | Warrants2020 [Member]

Class of Warrant or Right [Line Items]

Number of common shares issued

82,500

Number of shares cancelled

448,000

Director [Member] | Warrants2020 [Member] | Common Stock [Member]

Class of Warrant or Right [Line Items]

Number of common shares issued

573,479

Exercise price (in dollars per share)

$ 4.60

Warrant term

5 years

Number of warrant issued

105,567

Incentive Stock Options [Member]

Class of Warrant or Right [Line Items]

Number of common shares issued

4,000

Exercise price, description

In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company).

Value of shares issued

$ 14,000

Share-based Payment Arrangement, Option [Member]

Class of Warrant or Right [Line Items]

Incentive stock options granted

133,000

Share-based Payment Arrangement, Option [Member] | Chief Executive Officer [Member]

Class of Warrant or Right [Line Items]

Exercise price, description

the Company approved a three-year extension of the expiration date for certain options previously granted to Patrick White, the Company’s Chief Executive Officer and to Norman Gardner, the Company’s former Chairman. As a result, 140,000 options previously granted to Mr. White now expire on August 15, 2025, and 90,000 options previously granted to Mr. Gardner now expire on June 28, 2025. All other terms with respect to the option grants remain the same. The Company applied FASB ASC 718, “Compensation—Stock Compensation,” modification accounting and calculated a change in fair value of $154 thousand.

Restricted Stock [Member]

Class of Warrant or Right [Line Items]

Unrecognized compensation cost

$ 146,000

$ 0

Weighted average vest term

3 months 19 days

Omnibus Equity Compensation Plan2013 [Member] | Stock Options Restricted Stockand Unitsand Other Stockbased Awards [Member]

Class of Warrant or Right [Line Items]

Number of shares authorized to grand awards

400,000

Equity Incentive Plan2017 [Member] | Board of Directors Chairman [Member]

Class of Warrant or Right [Line Items]

Number of common shares issued

1,069,110

260,000

Issued Under The2020 Plan [Member]

Class of Warrant or Right [Line Items]

Incentive stock options granted

1,000,000

Plan2019 [Member]

Class of Warrant or Right [Line Items]

Stock or Unit Option Plan Expense

$ 85,000

$ 704,000

The following table sets forth

The following table sets forth the computation of basic and diluted earnings/(loss) per share (in thousands, except share and per share data) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 30, 2021	Dec. 31, 2020	Dec. 30, 2020
Numerator:
Net income (loss)	$ 3,612	$ 3,612	$ (5,902)	$ (5,902)
Denominator:
Weighted average shares of common stock – basic	7,110,907	7,110,907	3,980,202	3,980,202
Effect of dilutive securities
Preferred Stock	144,444
Stock Options	48,212
Warrants	23
Stock Purchase Plan	2,362
Restricted Stock Units & Restricted Stock Awards	77,416
Weighted average shares of common stock – diluted	7,383,364	7,383,364	3,980,202	3,980,202
Net Earnings (Loss) per share
Basic	$ 0.51	$ 0.51	$ (1.48)	$ (1.48)
Diluted	$ 0.49	$ 0.49	$ (1.48)	$ (1.48)

The following table represents

The following table represents the weighted average number of anti-dilutive instruments excluded from the computation of diluted earnings/(loss) per share: (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Preferred Stock		144,444
Stock Options	177,334	473,771
Warrants	3,779,048	3,779,243
Restricted Stock Units and Restricted Stock Awards	13,196,000

LONG TERM DERIVATIVE LIABILITY

LONG TERM DERIVATIVE LIABILITY (Details Narrative) - USD ($)	Sep. 17, 2021	Dec. 31, 2021	Dec. 31, 2020
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Common stock par value		$ 0.001	$ 0.001
Expense relation to awards		$ 71
G3 V R M [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Common stock par value	$ 0.0001
Director [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Grant fair value	$ 98,000

OPERATING LEASES (Details Narra

OPERATING LEASES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Leases
Total rent expense under leases	$ 14	$ 14

MAJOR CUSTOMERS_VENDORS (Detail

MAJOR CUSTOMERS/VENDORS (Details Narrative) - Number	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Concentration Risk [Line Items]
Number of major customers accounting for 92% of annual sales	5	2
Number of major vendors accounting for 100% of pigment purchases	1	1
Number of major vendors accounting for 100% of canisters purchases	1	1
One Customer Concentration Risk1 [Member] | Accounts Receivable Three [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		91.00%
One Customer Concentration Risk1 [Member] | Accounts Receivable Two [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		96.00%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jan. 02, 2022	Sep. 17, 2021	Feb. 28, 2022	Jan. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Stock Issued During Period, Value, Issued for Services		$ 217			$ 39	$ 43
Restricted stock units issued					9,774
Restricted Stock Units (RSUs) [Member] | Non Employee Director [Member]
Subsequent Event [Line Items]
Restricted stock units issued				157,232
Restricted stock units fair value				$ 500
Restricted Stock Units (RSUs) [Member] | Non Employee Director One [Member]
Subsequent Event [Line Items]
Restricted stock units issued				39,308
Restricted stock units fair value				$ 125
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of common shares issued			25,000
Public offering price (in diollars per share)			$ 2.69
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, Issued for Services	$ 25
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Non Employee Director [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, Issued for Services	$ 125