VerifyMe (VRME) 10-Q 11 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 06, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
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
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 Common Stock, Shares Outstanding		8,467,046
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	VRME
Security Exchange Name	NASDAQ
Warrants to Purchase Common Stock
Title of 12(b) Security	Warrants to Purchase Common Stock
Trading Symbol	VRMEW
Security Exchange Name	NASDAQ

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 8,433	$ 9,422
Accounts Receivable	150	297
Prepaid expenses and other current assets	250	152
Short Term Investment	143	88
Inventory	78	52
TOTAL CURRENT ASSETS	9,054	10,011
INVESTMENTS
Equity Investment	11,162	10,964
PROPERTY AND EQUIPMENT
Equipment for lease, net of accumulated amortization of $117 and $102 as of March 31, 2022 and December 31, 2021, respectively	178	193
Office Equipment, net of accumulated amortization of $2 and $1 as of March 31, 2022 and December 31, 2021, respectively	10	11
INTANGIBLE ASSETS
Patents and Trademarks, net of accumulated amortization of $363 and $354 as of March 31, 2022 and December 31, 2021, respectively	368	353
Capitalized Software Costs, net of accumulated amortization of $60 and $50 as of March 31, 2022 and December 31, 2021, respectively	146	156
TOTAL ASSETS	20,918	21,688
CURRENT LIABILITIES
Accounts payable and other accrued expenses	609	450
TOTAL CURRENT LIABILITIES	609	450
LONG-TERM LIABILITIES
Long Term Derivative Liability	126	71
TOTAL LIABILITIES	735	521
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 675,000,000 authorized; 7,451,071 and 7,420,633 issued, 7,252,115 and 7,196,677 shares outstanding as of March 31, 2022 and December 31, 2021, respectively	7	7
Additional paid in capital	86,387	86,059
Treasury stock as cost; 198,956 and 223,956 shares at March 31, 2022 and December 31, 2021, respectively	(756)	(838)
Accumulated deficit	(65,455)	(64,061)
STOCKHOLDERS' EQUITY	20,183	21,167
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	20,918	21,688
Series A Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Convertible preferred stock
Series B Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Convertible preferred stock

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets Accumulated Amortization2	$ 117	$ 102
Finite Lived Itangible Assets Accumulated Amortization2	2	1
Finite-Lived Intangible Assets, Accumulated Amortization	363	354
Finite Lived Intangible Assets Accumulated Amortization1	$ 60	$ 50
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized		675,000,000
Common Stock, Shares, Issued	7,451,071	7,420,633
Common Stock, Shares, Outstanding	7,252,115	7,196,677
Treasury Stock, Shares	198,956	223,956
Series A Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share		$ 0.001
Preferred Stock, Shares Authorized		37,564,767
Preferred Stock, Shares Outstanding	0	0
Series B Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share		$ 0.001
Preferred Stock, Shares Authorized		85
Preferred Stock, Shares Outstanding		0.85

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
NET REVENUE
Sales		$ 161	$ 188
COST OF SALES		38	43
GROSS PROFIT		123	145
OPERATING EXPENSES
General and administrative	[1]	1,465	1,108
Research and development		9	5
Sales and marketing	[1]	299	247
Total Operating expenses		1,773	1,360
LOSS BEFORE OTHER INCOME		(1,650)	(1,215)
OTHER INCOME, NET
Interest income, net		1
Fair value gain on equity investments		252
Other Income		3
TOTAL OTHER INCOME, NET		256
NET LOSS		$ (1,394)	$ (1,215)
LOSS PER SHARE
BASIC		$ (0.19)	$ (0.19)
DILUTED		$ (0.19)	$ (0.19)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING
BASIC		7,179,395	6,561,222
DILUTED		7,179,395	6,561,222
[1]	Includes share-based compensation of $ 429 438

Statements of Operations (Una_2

Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Stock-based compensation	$ 429	$ 438

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,394)	$ (1,215)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	87	10
Fair value of options in exchange for services		85
Fair value of restricted stock awards issued in exchange for services	139	215
Fair value of restricted stock units issued in exchange for services	203	128
Fair value gain on equity investments	(252)
Amortization and depreciation	35	23
Changes in operating assets and liabilities:
Accounts Receivable	147	(132)
Deferred Offering Costs		(60)
Inventory	(26)	5
Prepaid expenses and other current assets	(98)	(13)
Accounts payable and accrued expenses	158	50
Net cash used in operating activities	(1,001)	(904)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Patents	(24)	(44)
Purchase of Equipment for lease		(45)
Capitalized Software Costs		(42)
Net cash used in investing activities	(24)	(131)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of securities		8,447
Proceeds from Stock Purchase Plan	67
Tax withholding payments for employee stock-based compensation in exchange for shares surrendered	(31)
Net cash provided by financing activities	36	8,447
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(989)	7,412
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	9,422	7,939
CASH AND CASH EQUIVALENTS - END OF PERIOD	8,433	15,351
Cash paid during the period for:
Interest
Income taxes

Statement of Stockholders' Equi

Statement of Stockholders' Equity (Unaudited) - 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, 2020			$ 6	$ 76,099	$ (113)	$ (67,673)	$ 8,319
Balance at beginning (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				215			215
Restricted stock awards, net of shares withheld for employee tax (in shares)			10,000
Restricted Stock Units				128			128
Common stock issued for services				10			10
Common stock issued for services (in shares)			2,165
Common stock issued for services related to Public Offering			$ 1	8,446			8,447
Common stock in relation to public offering of securities (in shares)			1,750,000
Net loss						(1,215)	(1,215)
Ending balance, value at Mar. 31, 2021			$ 7	84,983	$ (113)	(68,888)	15,989
Balance at ending (in shares) at Mar. 31, 2021		0.85	7,359,042		7,011
Beginning balance, value at Dec. 31, 2021			$ 7	86,059	$ (838)	(64,061)	21,167
Balance at beginning (in shares) at Dec. 31, 2021		0.85	7,196,677		223,956
Restricted stock awards, net of shares withheld for employee tax				108			108
Restricted stock awards, net of shares withheld for employee tax (in shares)			30,438
Restricted Stock Units				203			203
Net loss						(1,394)	(1,394)
Stock Purchase Plan				17	$ 82		99
Stock purchase plan (in shares)			25,000
Treasury stock purchase plan (in shares)					(25,000)
Ending balance, value at Mar. 31, 2022			$ 7	$ 86,387	$ (756)	$ (65,455)	$ 20,183
Balance at ending (in shares) at Mar. 31, 2022		0.85	7,252,115		198,956

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
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 Reclassifications Certain amounts presented for the three months ended March 31, 2021, reflect reclassifications made to conform to the presentation in our current reporting period. Basis of Presentation The accompanying unaudited interim financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2022. The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future interim periods. 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. The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December, 31 2021 and March 31, 2022 Amounts in Thousands ('000) December 31, 2021: Amount ($) Level 1 ($) Level 2 ($) Level 3 ($) Short Term Investment 88 88 - - Equity Investment 10,964 - - 10,964 Derivative Liability (71 ) - - (71 ) March 31, 2022: Amount ($) Level 1 ($) Level 2 ($) Level 3 ($) Short Term Investment 143 143 - - Equity Investment 11,162 - - 11,162 Derivative Liability (126 ) - - (126 ) Variable Interest Entity The Company has determined that G3 VRM Acquisition Corp. (NASDAQ: GGGVU) (the “SPAC”, see FN 2 – Equity Investments), a Delaware corporation and special purpose acquisition company, 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 FN2 – Equity Investments) and its equity security under short term investment on the balance sheets, 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 investments are included in Other Income, Net on the accompanying Statements of Operations. Revenue Recognition The Company accounts for revenues according to Accounting Standards Codification (“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; · 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 three months ended March 31, 2022, the Company’s revenues primarily consisted of revenue generated from printing labels and through our product authentication technology, as well as our customer engagement technology. Basic and Diluted Net 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. Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. For each of the three months ended March 31, 2022, and 2021, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the periods presented. 4,843,000 483,000 437,000 3,779,000 144,000 4,397,000 474,000 3,779,000 144,000 Stock-Based Compensation We account 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. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model include risk-free interest rates, expected volatility and expected life of the stock options. Changes in these assumptions can materially affect estimates of fair value stock-based compensation, and the compensation expense recorded in future periods. 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. For performance restricted stock units with stock price appreciation targets (see FN 6 – Stock Options, Restricted Stock and Warrants) We account 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 we 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.

EQUITY INVESTMENTS

EQUITY INVESTMENTS	3 Months Ended
	Mar. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
EQUITY INVESTMENTS	NOTE 2 – EQUITY INVESTMENTS On February 26, 2021, the Company formed VMEA Holdings Inc. (the “Sponsor Entity”), a Delaware corporation that is the founder of the “SPAC” 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. 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 10,626,000 626,000 106,260 569,410 516,280 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 $ 198 11.2 11.0 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) March 31, 2022 December 31, Total Assets $ 108,642 $ 109,043 Total Liabilities 3,749 3,730 Mezzanine Equity and Stockholders' Deficit 104,893 105,313 Amounts in Thousands ('000) Three Months Ended 2022 2021 Operating Loss 430 - Net Loss 420 - In December 2021, the Company acquired 8,841 10% cumulative convertible Series D preferred stock at a price of $10.00 as payment for a customer’s outstanding AR balance of $88,410. This instrument is considered an equity security within the scope of Topic 321 since the issuing entity has the option but no contractual obligation to redeem the preferred stock, and the Company can convert the preferred shares to common stock. For the three months ended March 31, 2022 a fair value gain of $54 thousand was recognized and included in fair value gain on equity investments, in the accompanying Statements of Operations. The fair value of the equity investment was $143 thousand as of March 31, 2022 and $88 thousand as of December 31, 2021. The fair value of the equity investment is classified as Level 1 in the fair value hierarchy as the calculation is dependent upon the quoted market price of the entity.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 3 – PROPERTY AND EQUIPMENT Equipment for Lease During the three months ended March 31, 2022, and 2021, the Company capitalized $ 0 45 TM five Depreciation expense for Equipment for lease was $ 15 11 Office Equipment During the three months ended March 31, 2022, and 2021, the Company capitalized $ 0 0 three 1 0

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 4 – INTANGIBLE ASSETS Patents and Trademarks As of March 31, 2022, the current patent and trademark portfolios consist of twelve four six two one one one one one two twenty-two issued patents expire between the years 2022 and 2039 17 19 During the three months ended , the Company capitalized $ 24 44 9 7 , respectively and included in general and administrative expense in the accompanying Statements of Operations. 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 0 42 Amortization expense for capitalized software was $ 10 5

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 5 – STOCKHOLDERS’ EQUITY The Company expensed $ 139 215 The Company expensed $ 203 128 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 $ 100 25 a total of 157,232 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 34,642 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, President & Chief Operating Officer, Executive Vice President & Chief Financial Officer, Chief Technology Officer two -year anniversary of the Date of Grant, if Tranche 2 has not vested prior to the date of termination, then Tranche 2 will vest on the date of the Participant’s termination if the closing 2 price of the Common Stock was at or above $7.00 for 20 consecutive trading days during the period from Date of Grant through the date of the Participant’s employment. On March 29, 2022, 8,870 No stock options were granted during the three months ended March 31, 2022. 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 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 thousand. 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. The total net proceeds from the public offering including partial exercise of the overallotment option, were $8,447 thousand. 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 three months ended March 31, 2022, $32 thousand has been expensed in relation to the non-qualified stock purchase plan. Shares Held in Treasury As of March 31, 2022, and December 31, 2021, the Company had 198,956 223,956 756 838 On February 28, 2022, five participants exercised their option under the Company’s non-qualified stock purchase plan, and as a result, 25,000 shares were issued from treasury with an exercise price of $2.69. 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 three months ended March 31, 2022, the Company did not repurchase any shares of common stock under this plan.

STOCK OPTIONS, RESTRICTED STOCK

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS	NOTE 6 – 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”) which 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. Details for all stock issuances are discussed in Note 5 – Stockholders’ Equity. Stock Options Schedule of stock options 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, 2021 465,471 $ 4.38 Granted - - Forfeited/Cancelled/Expired (28,000 ) 4.60 Balance as of March 31, 2022 437,471 $ 4.37 Exercisable as of March 31, 2022 437,471 $ 4.37 2.5 $ 55 (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 March 31, 2022, the Company had no unvested stock options. During the three months ended March 31, 2022, and 2021, the Company expensed $ 0 85 As of March 31, 2022, there was $ 0 Restricted Stock Awards and Restricted Stock Units The following table summarizes the unvested restricted stock awards as of March 31, 2022: Unvested Restricted Stock Awards Weighted - Average Number of Grant Shares Date Fair Value Unvested at December 31, 2021 44,642 4.31 Granted 39,308 3.18 Vested (37,142 ) 4.33 Balance March 31, 2022 46,808 $ 3.34 As of March 31, 2022, total unrecognized share-based compensation cost related to unvested restricted stock awards was $ 101 0.7 The following table summarizes the unvested restricted stock units as of March 31, 2022: Unvested Restricted Stock Units Weighted - Average Number of Grant Shares Date Fair Value Unvested at December 31, 2021 187,010 4.11 Granted 157,232 3.18 Vested (145,010 ) 4.31 Balance March 31, 2022 $ 199,232 $ 3.60 As of March 31, 2022, total unrecognized share-based compensation cost related to unvested restricted stock units was $ 557 0.8 For RSUs with stock price appreciation targets, we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the RSU’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value of $ 525 The following table summarizes the unvested performance restricted stock units as of March 31, 2022: Unvested Performance Restricted Stock Units Weighted - Average Number of Grant Shares Date Fair Value Unvested at December 31, 2021 - - Granted 178,282 2.95 Vested - - Balance March 31, 2022 $ 178,282 $ 2.95 As of March 31, 2022, total unrecognized share-based compensation cost related to unvested performance restricted stock units was $ 504 3.0 Warrants The following table summarizes the activities for the Company’s warrants for the three months ended 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, 2021 3,779,243 $ 5.89 Granted - - Exercised - - Balance as of March 31, 2022 3,779,243 $ 5.89 2.8 Exercisable as of March 31, 2022 3,779,243 $ 5.89 2.8 $ (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 3.37

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 7— INCOME TAXES There are no taxes payable as of March 31, 2022, or December 31, 2021. Some of the federal tax carry forwards will expire at various dates through 2037. Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. We are currently using an effective income tax rate of 21% for our projected available net operating loss carry-forward. No tax benefit has been reported in the three months March 31, 2022, due to the uncertainty surrounding the realizability of the benefit. 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 did not utilize any NOL deductions for the three months ended March 31, 2022.

LONG TERM DERIVATIVE LIABILITY

LONG TERM DERIVATIVE LIABILITY	3 Months Ended
	Mar. 31, 2022
LONG TERM DERIVATIVE LIABILITY	NOTE 8— 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 par value per share, of G3 VRM Acquisition Corp. The SPAC RSUs vest upon the initial business combination of the SPAC (see Note 2 – Equity Investments) subject to continuous service to the Company through the vesting date. Each vested SPAC RSU represents the right to receive the value of one share of stock in G3 VRM Acquisition Corp., which will be paid to the director as soon as practicable after the fifteen-month anniversary of the vesting date. The grant date fair value of the SPAC RSUs for each director was $ 98 55 126 71

CONCENTRATIONS

CONCENTRATIONS	3 Months Ended
	Mar. 31, 2022
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 9– CONCENTRATIONS Revenue For the three months ended March 31, 2022, and 2021, two customers represented 94 97 Accounts Receivable As of March 31, 2022 and 2021, two customers represented 95 90

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS On April 7, 2022, the board of directors (the “Board”) of the Company appointed Mr. Scott Greenberg to serve as Executive Chairman of the Board, and Mr. Marshall Geller to serve as non-Executive Vice Chairman of the Board, effective immediately. On April 7, 2022, in connection with their appointments, Messrs. Greenberg and Geller each received an award of 30,000 0.001 Tranche 1 will vest on the second or third anniversary of the date of grant if the Company’s common stock prior to such date trades at or above $5.00 for 20 consecutive trading days. Tranche 2 will vest on the second or third anniversary of the date of grant if the Company’s common stock prior to such date trades at or above $7.00 for 20 consecutive trading days. As a result of his appointment, Mr. Greenberg ceased to be an independent director and stepped down as chair of the Board’s Audit Committee and as a member of the Boards’ Compensation Committee. On April 7, 2022, the Company appointed Mr. Adam H. Stedham to the Board, effective immediately. Mr. Stedham will serve as the chair of the Board’s Audit Committee and as a member of the Board’s Compensation Committee. In connection with his appointment, Mr. Stedham received 28,592 restricted stock unit awards under the 2020 Plan with a grant date fair value equal to $ 91,781 , in accordance with the Company’s director compensation policy. Each restricted stock unit represents the contingent right to receive one share of the Company’s common stock. The restricted stock unit award vests in nine equal monthly installments subject to continuous service as a member of the Board and becomes payable upon separation of Mr. Stedham’s service as a director. On April 7, 2022, the Company granted each of two its directors an 11,250 On April 12, 2022, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) providing for the issuance and sale of an aggregate of 880,208 675,000 0.001 1,555,208 3.215 5.0 million 400 Four of the Company’s directors, directly or through their affiliates, participated in the offering and acquired an aggregate of 93,312 93,312 300 On April 22, 2022, the Company entered into an Asset Purchase Agreement (the “APA”) whereby it purchased substantially all of the assets and certain specified liabilities of PeriShip, LLC, a value-added logistics partner for time and temperature controlled shipping, via its wholly owned subsidiary, PeriShip Global, LLC. On April 22, 2022, in connection with the APA, the Company entered into employment agreements with certain key executive officers of PeriShip, LLC. In accordance with the employment agreements, the Compensation Committee of the Board approved grants of 194,044 The total consideration paid to PeriShip, LLC in connection with the APA was $ 10,500 7,500 2,000 6 , and the issuance of 305,473 3.2736 Also on April 22, 2022, in connection with the execution of the APA, PeriShip Global LLC entered into a lease agreement (the “Lease”), guaranteed by the Company (the “Lease Guarantee”), with Mordo, LLC, a Connecticut limited liability company controlled by the founder and seller of PeriShip, LLC, whereby PeriShip Global, LLC will rent the office space for a term of five years with two options to renew the lease for additional five-year terms. Base rent under the lease is $120 thousand per year, payable in equal monthly installments, with annual escalations of 3% for each year following the initial lease year. Rent during any renewal period will be equal to the greater of the base rent as escalated or fair market rental value as provided in the Lease. On April 25, 2022 the Company issued 30,000 In April 2022, upon vesting of the restricted stock awards held by our Chief Financial Officer, the Company withheld and retired 750

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
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
Reclassifications	Reclassifications Certain amounts presented for the three months ended March 31, 2021, reflect reclassifications made to conform to the presentation in our current reporting period.
Basis of Presentation	Basis of Presentation The accompanying unaudited interim financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2022. The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future interim periods.
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. The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December, 31 2021 and March 31, 2022 Amounts in Thousands ('000) December 31, 2021: Amount ($) Level 1 ($) Level 2 ($) Level 3 ($) Short Term Investment 88 88 - - Equity Investment 10,964 - - 10,964 Derivative Liability (71 ) - - (71 ) March 31, 2022: Amount ($) Level 1 ($) Level 2 ($) Level 3 ($) Short Term Investment 143 143 - - Equity Investment 11,162 - - 11,162 Derivative Liability (126 ) - - (126 )
Variable Interest Entity	Variable Interest Entity The Company has determined that G3 VRM Acquisition Corp. (NASDAQ: GGGVU) (the “SPAC”, see FN 2 – Equity Investments), a Delaware corporation and special purpose acquisition company, 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 FN2 – Equity Investments) and its equity security under short term investment on the balance sheets, 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 investments are included in Other Income, Net on the accompanying Statements of Operations.
Revenue Recognition	Revenue Recognition The Company accounts for revenues according to Accounting Standards Codification (“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; · 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 three months ended March 31, 2022, the Company’s revenues primarily consisted of revenue generated from printing labels and through our product authentication technology, as well as our customer engagement technology.
Basic and Diluted Net Loss per Share of Common Stock	Basic and Diluted Net 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. Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. For each of the three months ended March 31, 2022, and 2021, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the periods presented. 4,843,000 483,000 437,000 3,779,000 144,000 4,397,000 474,000 3,779,000 144,000
Stock-Based Compensation	Stock-Based Compensation We account 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. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model include risk-free interest rates, expected volatility and expected life of the stock options. Changes in these assumptions can materially affect estimates of fair value stock-based compensation, and the compensation expense recorded in future periods. 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. For performance restricted stock units with stock price appreciation targets (see FN 6 – Stock Options, Restricted Stock and Warrants) We account 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 we 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.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December, 31 2021 and March 31, 2022	The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December, 31 2021 and March 31, 2022 Amounts in Thousands ('000) December 31, 2021: Amount ($) Level 1 ($) Level 2 ($) Level 3 ($) Short Term Investment 88 88 - - Equity Investment 10,964 - - 10,964 Derivative Liability (71 ) - - (71 ) March 31, 2022: Amount ($) Level 1 ($) Level 2 ($) Level 3 ($) Short Term Investment 143 143 - - Equity Investment 11,162 - - 11,162 Derivative Liability (126 ) - - (126 )

EQUITY INVESTMENTS (Tables)

EQUITY INVESTMENTS (Tables)	3 Months Ended
	Mar. 31, 2022
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) March 31, 2022 December 31, Total Assets $ 108,642 $ 109,043 Total Liabilities 3,749 3,730 Mezzanine Equity and Stockholders' Deficit 104,893 105,313 Amounts in Thousands ('000) Three Months Ended 2022 2021 Operating Loss 430 - Net Loss 420 -

STOCK OPTIONS, RESTRICTED STO_2

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Schedule of stock options	Schedule of stock options 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, 2021 465,471 $ 4.38 Granted - - Forfeited/Cancelled/Expired (28,000 ) 4.60 Balance as of March 31, 2022 437,471 $ 4.37 Exercisable as of March 31, 2022 437,471 $ 4.37 2.5 $ 55 (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.
The following table summarizes the unvested restricted stock awards as of March 31, 2022:	The following table summarizes the unvested restricted stock awards as of March 31, 2022: Unvested Restricted Stock Awards Weighted - Average Number of Grant Shares Date Fair Value Unvested at December 31, 2021 44,642 4.31 Granted 39,308 3.18 Vested (37,142 ) 4.33 Balance March 31, 2022 46,808 $ 3.34
The following table summarizes the unvested restricted stock units as of March 31, 2022:	The following table summarizes the unvested restricted stock units as of March 31, 2022: Unvested Restricted Stock Units Weighted - Average Number of Grant Shares Date Fair Value Unvested at December 31, 2021 187,010 4.11 Granted 157,232 3.18 Vested (145,010 ) 4.31 Balance March 31, 2022 $ 199,232 $ 3.60
The following table summarizes the unvested performance restricted stock units as of March 31, 2022:	The following table summarizes the unvested performance restricted stock units as of March 31, 2022: Unvested Performance Restricted Stock Units Weighted - Average Number of Grant Shares Date Fair Value Unvested at December 31, 2021 - - Granted 178,282 2.95 Vested - - Balance March 31, 2022 $ 178,282 $ 2.95
The following table summarizes the activities for the Company’s warrants for the three months ended March 31, 2022:	The following table summarizes the activities for the Company’s warrants for the three months ended 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, 2021 3,779,243 $ 5.89 Granted - - Exercised - - Balance as of March 31, 2022 3,779,243 $ 5.89 2.8 Exercisable as of March 31, 2022 3,779,243 $ 5.89 2.8 $ (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 3.37

The following table presents th

The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December, 31 2021 and March 31, 2022 (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short Term Investment	$ 143	$ 88
Equity Investment	11,162	10,964
Derivative Liability	(126)	(71)
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short Term Investment	143	88
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity Investment	11,162	10,964
Derivative Liability	$ (126)	$ (71)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001
Anti-dilutive shares	4,843,000	4,397,000
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	483,000
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	437,000	474,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	3,779,000	3,779,000
Equity Unit Purchase Agreements [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	144,000	144,000

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	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Total Assets	$ 9,054		$ 10,011
Total Liabilities	609		450
Mezzanine Equity and Stockholders' Deficit	20,183	$ 15,989	21,167	$ 8,319
Operating Loss	(1,650)	(1,215)
Net Loss	(1,394)	$ (1,215)
Sponsor Entity [Member]
Subsidiary, Sale of Stock [Line Items]
Total Assets	108,642		109,043
Total Liabilities	3,749		3,730
Mezzanine Equity and Stockholders' Deficit	104,893		$ 105,313
Operating Loss	430
Net Loss	$ 420

EQUITY INVESTMENTS (Details Nar

EQUITY INVESTMENTS (Details Narrative) - USD ($)	Jul. 06, 2021	Mar. 31, 2022	Dec. 31, 2021	Apr. 12, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Fair value of the equity investment		$ 11,200,000	$ 11,000,000
IPO [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Sale of Stock, Number of Shares Issued in Transaction	10,626,000
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
Sponsor entity equity investment		$ 198
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]
Equity Method Investment, Ownership Percentage				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]
Equity Method Investment, Ownership Percentage	9.42%

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Line Items]
Capitalized amount	$ 0	$ 45
Equipment for lease, useful life	5 years
Equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation	$ 15	11
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Capitalized amount	$ 0	0
Equipment for lease, useful life	3 years
Depreciation	$ 1	$ 0

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Capitalized patent costs and trademarks	$ 0	$ 42
Amortization expense	$ 10	5
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Description of expire	issued patents expire between the years 2022 and 2039
Amortization method	straight-line method
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	$ 24	44
Amortization expense	$ 9	$ 7

STOCKHOLDERS_ EQUITY (Details N

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

Mar. 29, 2022

Feb. 16, 2022

Jan. 02, 2022

Jul. 06, 2021

Mar. 01, 2021

Feb. 12, 2021

Jan. 02, 2021

Jan. 31, 2022

Apr. 15, 2021

Feb. 09, 2021

Jan. 31, 2021

Mar. 31, 2022

Mar. 31, 2021

Sep. 30, 2021

Dec. 31, 2021

Accumulated Other Comprehensive Income (Loss) [Line Items]

Restricted stock/restricted stock units, expense

$ 139

$ 215

Restricted stock/restricted stock units, expense

203

128

Fair value of shares issued

$ 100

10

Proceeds from issuance public offering

8,447

Treasury stock share

198,956

223,956

Treasury stock value

$ 756

$ 838

IPO [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of units issued in transaction

10,626,000

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

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of units issued in transaction

1,650,000

Proceeds from issuance public offering

$ 8,700,000

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

$ 8,100,000

Description Of Closing Price

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. The total net proceeds from the public offering including partial exercise of the overallotment option, were $8,447 thousand.

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Fair value of shares issued

Restricted stock unit issued

30,438

10,000

Employee [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period

2 years

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

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock Repurchased and Retired During Period, Shares

8,870

Chief Operating Officer [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of options granted

80,000

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

$ 25

Description of units transaction

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 restricted stock awards were issued to one non-employee director for a fair value of $125 thousand, vesting one year from the date of issuance

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

157,232

145,010

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

Restricted stock awards granted

69,284

Additionally accelerated vesting shares

34,642

Schedule of stock options (Deta

Schedule of stock options (Details) - Share-Based Payment Arrangement, Option [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Balance at beginning | shares	465,471
Balance at beginning | $ / shares	$ 4.38
Granted | shares
Granted | $ / shares
Forfeited/Cancelled/Expired | shares	(28,000)
Forfeited/Cancelled/Expired | $ / shares	$ 4.60
Balance at ending | shares	437,471
Balance at ending | $ / shares	$ 4.37
Vested and Exercisable at ending | shares	437,471
Vested and Exercisable at ending | $ / shares	$ 4.37
Vested and Exercisable at ending	2 years 6 months
Vested and Exercisable at ending | $	$ 55	[1]
[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.

The following table summarizes

The following table summarizes the unvested restricted stock awards as of March 31, 2022: (Details) - Restricted Stock [Member]	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Balance at beginning | shares	44,642
Balance at beginning | $ / shares	$ 4.31
Granted | shares	39,308
Granted | $ / shares	$ 3.18
Vested | shares	(37,142)
Vested | $ / shares	$ 4.33
Balance at ending | shares	46,808
Balance at ending | $ / shares	$ 3.34

The following table summarize_2

The following table summarizes the unvested restricted stock units as of March 31, 2022: (Details) - Restricted Stock Units [Member]	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Balance at beginning | shares	187,010
Balance at beginning | $ / shares	$ 4.11
Granted | shares	157,232
Granted | $ / shares	$ 3.18
Vested | shares	(145,010)
Vested | $ / shares	$ 4.31
Balance at ending | shares	199,232
Balance at ending | $ / shares	$ 3.60

The following table summarize_3

The following table summarizes the unvested performance restricted stock units as of March 31, 2022: (Details) - Nonvested Stock Options [Member]	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Balance at beginning | shares
Balance at beginning | $ / shares
Granted | shares	178,282
Granted | $ / shares	$ 2.95
Vested | shares
Vested | $ / shares
Balance at ending | shares	178,282
Balance at ending | $ / shares	$ 2.95

The following table summarize_4

The following table summarizes the activities for the Company’s warrants for the three months ended March 31, 2022: (Details)	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Net Investment Income [Line Items]
Balance at beginning | shares	3,779,243
Balance at beginning	$ 5.89
Granted | shares
Granted
Exercised | shares
Exercised
Balance at ending | shares	3,779,243
Balance at ending	$ 5.89
Balance at ending	2 years 9 months 18 days
Exercisable at ending | shares	3,779,243
Exercisable at ending	$ 5.89
Exercisable at ending	2 years 9 months 18 days
Exercisable at ending | $		[1]
Warrant [Member]
Net Investment Income [Line Items]
Exercise price (in dollars per share)	$ 3.37
[1]	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 3.37

STOCK OPTIONS, RESTRICTED STO_3

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative) - USD ($)	Aug. 10, 2020	Nov. 14, 2017	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2013
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost			$ 0
Unrecognized Compensation Cost			$ 101,000
Weighted average vest term			8 months 12 days
Incentive Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
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
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized Compensation Cost			$ 557,000
Weighted average vest term			9 months 18 days
Unrecognized compensation cost			$ 504,000
Weighted average remaining contractual term			3 years
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value of RSU			$ 525,000
Omnibus Equity Compensation Plan2013 [Member] | Stock Options Restricted Stockand Unitsand Other Stockbased Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized to grand awards					400,000
Equity Incentive Plan2017 [Member] | Board of Directors Chairman [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued during period shares new issues	1,069,110	260,000
Issued Under The2020 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Incentive stock options granted			1,000,000
Plan2019 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock or Unit Option Plan Expense			$ 0	$ 85,000

LONG TERM DERIVATIVE LIABILITY

LONG TERM DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands	Sep. 17, 2021	Mar. 31, 2022	Dec. 31, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
[custom:ExpenseRelationToAwards]	$ 55
Fair value of the derivative liability		$ 126	$ 71
Director [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
[custom:GrantFairValue]	$ 98

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Two Customer Concentration Risk [Member] | Revenue Two [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	94.00%	97.00%
Two Customer Concentration Risk 2 [Member] | Accounts Receivable Two [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	95.00%	90.00%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 25, 2022	Apr. 22, 2022	Apr. 22, 2022	Apr. 12, 2022	Apr. 12, 2022	Apr. 07, 2022	Feb. 16, 2022	Jan. 02, 2022	Apr. 30, 2022	Mar. 31, 2022	Mar. 31, 2021
Subsequent Event [Line Items]
Agreement description							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, President & Chief Operating Officer, Executive Vice President & 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%. 50% of the RSUs (“Tranche 1”) will vest on the two-year anniversary of the Date of Grant if the Participant has remained in continuous employment with the Company through such date and the closing price of the Common Stock during such two-year period was at or above $5.00 for 20 consecutive trading days. If Tranche 1 does not vest on the two-year anniversary of the Date of Grant because closing price of the Common Stock was not at or above $5.00 during such two year period, then Tranche 1 will vest on the three-year anniversary of the Date of Grant if the Participant has remained in continuous employment with the Company through such date and the closing price of the Common Stock during such three-year period was at or above $5.00 for 20 consecutive trading days. In the event of termination of the Participant’s employment due to the death or Disability of the Participant at any time on or before the two-year anniversary of the Date of Grant, if Tranche 1 has not vested prior to the date of termination, then Tranche 1 will vest on the date of the Participant’s termination if the closing price of the Common Stock was at or above $5.00 for 20 consecutive trading days during the period from Date of Grant through the date of the Participant’s employment. 50% of the RSUs (“Tranche 2”) will vest on the two-year anniversary of the Date of Grant if the Participant has remained in continuous employment with the Company through such date and the closing price of the Common Stock during such two-year period was at or above $7.00 for 20 consecutive trading days. If Tranche 2 does not vest on the two-year anniversary of the Date of Grant because closing price of the Common Stock was not at or above $7.00 during such two year period, then Tranche 2 will vest on the three-year anniversary of the Date of Grant if the Participant has remained in continuous employment with the Company through such date and the closing price of the Common Stock during such three-year period was at or above $7.00 for 20 consecutive trading days. In the event of termination of the Participant’s employment due to the death or Disability of the Participant at any time on or before the two-year anniversary of the Date of Grant, if Tranche 2 has not vested prior to the date of termination, then Tranche 2 will vest on the date of the Participant’s termination if the closing 2 price of the Common Stock was at or above $7.00 for 20 consecutive trading days during the period from Date of Grant through the date of the Participant’s employment.
Stock Issued During Period, Value, Issued for Services								$ 100,000			$ 10,000
Cash fee pais
Common Stock [Member]
Subsequent Event [Line Items]
Restricted stock unit issued										30,438	10,000
Stock Issued During Period, Value, Issued for Services
Subsequent Event [Member]
Subsequent Event [Line Items]
Agreement description						Tranche 1 will vest on the second or third anniversary of the date of grant if the Company’s common stock prior to such date trades at or above $5.00 for 20 consecutive trading days. Tranche 2 will vest on the second or third anniversary of the date of grant if the Company’s common stock prior to such date trades at or above $7.00 for 20 consecutive trading days. As a result of his appointment, Mr. Greenberg ceased to be an independent director and stepped down as chair of the Board’s Audit Committee and as a member of the Boards’ Compensation Committee.
Restricted common stock	30,000
Subsequent Event [Member] | Subsidiaries [Member]
Subsequent Event [Line Items]
Cash consideration			$ 10,500,000
Amount paid in cash		$ 7,500,000	7,500,000
Subsequent Event [Member] | Subsidiaries [Member] | Promissory Note Payable [Member]
Subsequent Event [Line Items]
Cash consideration			$ 2,000,000
Fixed interest rate		6.00%
Subsequent Event [Member] | Common Stock [Member] | Purchase Arrangement [Member]
Subsequent Event [Line Items]
Shares exercise price				$ 0.001
Restricted common stock				880,208
Shares exercised				675,000
Subsequent Event [Member] | Warrant [Member] | Purchase Arrangement [Member]
Subsequent Event [Line Items]
Shares exercise price				$ 3.215
Restricted common stock				1,555,208
Gross proceeds				$ 5,000,000
Cash fee pais					$ 400,000
Director [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Cash consideration					$ 300,000
Director [Member] | Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Restricted common stock				93,312
Director [Member] | Subsequent Event [Member] | Warrant [Member]
Subsequent Event [Line Items]
Restricted common stock				93,312
Restricted Stock Units (RSUs) [Member] | Non Employee Director [Member]
Subsequent Event [Line Items]
Restricted stock unit issued						28,592
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Restricted common stock			194,044
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | Subsidiaries [Member]
Subsequent Event [Line Items]
Restricted common stock			305,473
Sale of Stock, Price Per Share		$ 3.2736	$ 3.2736
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | Non Employee Director [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Value, Issued for Services						$ 91,781
Restricted Stock Units (RSUs) [Member] | Executive Chairman [Member]
Subsequent Event [Line Items]
Restricted stock unit issued						30,000
Shares exercise price						$ 0.001
Restricted Stock Units (RSUs) [Member] | Non Executive Vice Chairman [Member]
Subsequent Event [Line Items]
Restricted stock unit issued						30,000
Restricted Stock Units (RSUs) [Member] | Director [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Restricted stock unit issued						11,250
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Restricted common stock									750