Staffing 360 Solutions (STAF) 10-K 19 May 23 2022 FY Annual report Financial data

Cover

Cover - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	May 19, 2023	Jul. 02, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-37575
Entity Registrant Name	STAFFING 360 SOLUTIONS, INC.
Entity Central Index Key	0001499717
Entity Tax Identification Number	68-0680859
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	757 3rd Avenue
Entity Address, Address Line Two	27th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(646)
Local Phone Number	507-5710
Title of 12(b) Security	Common stock, par value $0.00001 per share
Trading Symbol	STAF
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			$ 14,549
Entity Common Stock, Shares Outstanding		4,311,020
ICFR Auditor Attestation Flag	false
Auditor Name	BDO USA, LLP
Auditor Firm ID	243
Auditor Location	New York, NY

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Current Assets:
Cash	$ 1,992	$ 4,558
Accounts receivable, net	23,628	20,718
Prepaid expenses and other current assets	1,762	988
Total Current Assets	27,382	26,264
Property and equipment, net	1,230	865
Goodwill	19,891	23,828
Intangible assets, net	17,385	13,649
Other assets	6,701	3,506
Right of use asset	9,070	5,578
Total Assets	81,659	73,690
Current Liabilities:
Accounts payable and accrued expenses	16,526	12,532
Accrued expenses - related party	218	216
Current portion of debt	249	9,223
Accounts receivable financing	18,268	15,199
Leases - current liabilities	1,188	1,006
Earnout liabilities	8,344	4,054
Other current liabilities	2,639	2,503
Total Current Liabilities	47,432	44,733
Long-term debt – Related party	8,661	279
Redeemable Series H preferred stock, net	8,393
Leases - non-current	8,640	4,568
Other long-term liabilities	180	785
Total Liabilities	73,306	50,365
Commitments and contingencies
Stockholders’ Equity:
Common stock, $0.00001 par value, 200,000,000 shares authorized; 2,629,199 and 1,758,835 shares issued and outstanding, as of December 31, 2022 and January 1, 2022, respectively	1	1
Additional paid in capital	111,586	107,183
Accumulated other comprehensive (loss) income	(2,219)	162
Accumulated deficit	(101,015)	(84,021)
Total Stockholders’ Equity	8,353	23,325
Total Liabilities and Stockholders’ Equity	$ 81,659	$ 73,690

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Jan. 01, 2022
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	2,629,199	1,758,835
Common stock, shares outstanding	2,629,199	1,758,835
Series J Preferred Stock [Member]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	40,000	40,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Revenue	$ 244,917	$ 197,770
Cost of Revenue, excluding depreciation and amortization stated below	202,148	163,903
Gross Profit	42,769	33,867
Operating Expenses:
Selling, general and administrative expenses	43,236	35,305
Impairment of goodwill	10,000	3,104
Depreciation and amortization	2,990	2,758
Total Operating Expenses	56,226	41,167
Loss From Operations	(13,457)	(7,300)
Other (Expenses) Income:
Interest expense	(3,881)	(3,856)
Amortization of debt discount and deferred financing costs	(604)	(359)
Re-measurement (loss) gain on intercompany note		(260)
PPP forgiveness gain		19,609
Other income (loss), net	726	(33)
Total Other (Expenses) Income, net	(3,759)	15,101
(Loss) Income Before Benefit from Income Tax	(17,216)	7,801
Benefit from Income taxes	222	357
Net (Loss) Income	(16,994)	8,158
Deemed Dividend		1,798
Earnings allocated to participating securities		2,395
Net (Loss) Income Attributable to Common Stockholders	$ (16,994)	$ 3,170
Net (Loss) Income Attributable to Common Stockholders Basic	$ (8.04)	$ 3.30
Weighted Average Shares Outstanding – Basic	2,113,509	952,207
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract]
(Loss) Earnings allocated to participating securities– Diluted (Footnote 3)	$ (16,994)	$ 3,965
(Loss) Earnings per Share Attributed to Common Stockholders - Diluted	$ (8.04)	$ 3.70
Weighted Average Shares Outstanding – Diluted	2,113,509	1,062,541
Series E Preferred Stock [Member]
Other (Expenses) Income:
Dividends		$ 319
Series E-1 Preferred Stock [Member]
Other (Expenses) Income:
Dividends		192
Series G Preferred Stock [Member]
Other (Expenses) Income:
Dividends		166
Series G-1 Preferred Stock [Member]
Other (Expenses) Income:
Dividends		$ 118

Consolidated Statements of Comp

Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Income Statement [Abstract]
Net (Loss) Income	$ (16,994)	$ 8,158
Other Comprehensive (Loss) Income
Foreign exchange translation adjustment	(2,381)	(61)
Comprehensive (Loss) Income Attributable to the Company	$ (19,375)	$ 8,097

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($) $ in Thousands	Preferred Stock [Member] Series E-1 Preferred Stock [Member]	Preferred Stock [Member] Series G-1 Preferred Stock [Member]	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series E Preferred Stock [Member]	Preferred Stock [Member] Series F Preferred Stock [Member]	Preferred Stock [Member] Series J Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance at Jan. 02, 2021				$ 11			$ 1	$ 73,844	$ 223	$ (92,179)	$ (18,100)
Balance, shares at Jan. 02, 2021	1,363		1,039,380	11,080			281,724
Employees, directors and consultants								377			377
Employees, directors and consultants, shares							19,282
Series A Preferred Conversion
[custom:StockIssuedDuringPeriodSharesSeriesAPreferredConversion]			(1,039,380)				451
Sale of common stock and warrants								38,639			$ 38,639
Sale of common stock and warrants, shares							1,326,887				1,477,110
Sale of Series F Preferred Stock, net								4,107			$ 4,107
[custom:SharesIssuedToforSalesOfSeriesFPreferredStockNetShares]					4,698
Conversion of Series F Preferred Stock
[custom:StockIssuedDuringPeriodSharesSeriesFPreferredConversion]					(4,698)		130,491
Redemption of Series E Preferred Stock - Related Party				$ (5)				(4,903)			(4,908)
[custom:StockIssuedDuringPeriodSharesRedemptionOfPreferredStockRelatedParty]				(4,908)
Dividends - Series E Preferred Stock - Related Party								(319)			(319)
Dividends - Series E-1 Preferred Stock - Related Party								(192)			(192)
[custom:DividendsSeriesEOnePreferredStockRelatedPartyShares]	130
Dividends - Series G Preferred Stock - Related Party								(166)			(166)
Dividends - Series G-1 Preferred Stock - Related Party								(118)			(118)
[custom:DividendsSeriesGOnePreferredStockRelatedPartyShares]		68
Conversion of Series E Preferred Stock - Related Party to Series G preferred Stock - Related Party
[custom:ConversionOfSeriesEPreferredStockRelatedPartyToSeriesGPreferredStockRelatedPartyShares]	(1,493)	1,493
Conversion of Series G Preferred Stock - Related Party to Long Term Debt - Related Party
[custom:ConversionOfSeriesGPreferredStockRelatedPartyToLongTermDebtRelatedPartyShares]		(1,561)
Redeemable portion of Series E Preferred Stock - Related Party				$ (6)				(4,086)			(4,092)
[custom:RedeemablePortionOfSeriesEPreferredStockValueRelatedPartyShares]				(6,172)
Series F Preferred Stock - Beneficial Conversion Feature								1,409			1,409
Fair Value Modification - Series E Preferred Stock - Related Party								389			389
Deemed Dividend								(1,798)			(1,798)
Foreign currency translation gain (loss)									(61)		(61)
Net income (loss)										8,158	8,158
Balance at Jan. 01, 2022							$ 1	107,183	162	(84,021)	23,325
Balance, shares at Jan. 01, 2022							1,758,835
Employees, directors and consultants								623			623
Employees, directors and consultants, shares							99,000
Sale of common stock and warrants								3,433			$ 3,433
Sale of common stock and warrants, shares							657,858				856,858
Foreign currency translation gain (loss)									(2,381)		$ (2,381)
Net income (loss)										(16,994)	(16,994)
Shares issued to related party								257			257
Shares issued to related party, shares							100,000
Warrants issued to related party								60			60
Modification of warrants issued to related party								30			30
Warrants modification								837			837
Equity issuance cost								(837)			(837)
Retrospective effect of 1:10 reverse stock split on June 24, 2022
Retrospective effect of 1:10 reverse stock split on June 24, 2022, shares							13,506
Balance at Dec. 31, 2022							$ 1	$ 111,586	$ (2,219)	$ (101,015)	$ 8,353
Balance, shares at Dec. 31, 2022							2,629,199

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income	$ (16,994)	$ 8,158
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	2,990	2,758
Amortization of debt discount and deferred financing costs	604	359
Accounts receivable allowance	(284)	260
Impairment of goodwill	10,000	3,104
Right of use assets depreciation	1,390	1,299
Stock based compensation	623	377
Forgiveness of PPP loan and related interest		(19,609)
Re-measurement gain on intercompany note		260
Changes in operating assets and liabilities:
Accounts receivable	(1,106)	(3,765)
Prepaid expenses and other current assets	(439)	260
Other assets	(2,305)	(50)
Accounts payable and accrued expenses	(4,985)	(2,479)
Accounts payable, related party	218	(733)
Other current liabilities	(594)	(197)
Other long-term liabilities and other	1,090	(4,636)
NET CASH USED IN OPERATING ACTIVITIES	(9,792)	(14,634)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(796)	(249)
Acquisition of business, net of cash acquired	2,498
Collection of UK factoring facility deferred purchase price	6,978	7,311
NET CASH PROVIDED BY INVESTING ACTIVITIES	8,680	7,062
CASH FLOWS FROM FINANCING ACTIVITIES:
Third party financing costs	(619)	(4,695)
Proceeds from term loan - Related party		130
Repayment of term loan	(498)	(34,076)
Proceeds from term loan	67
Repayments on accounts receivable financing, net	(4,170)	(1,778)
Dividends paid to related parties		(591)
Redemption of Series E preferred stock, related party		(4,908)
Proceeds from sale of common stock and warrants	4,013	43,019
Payments made on earnouts	(160)
Proceeds from sale of Series F preferred stock		4,698
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(1,367)	1,799
NET DECREASE IN CASH	(2,479)	(5,773)
Effect of exchange rates on cash	(87)	(5)
Cash - Beginning of year	4,558	10,336
Cash - End of period	$ 1,992	$ 4,558

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Staffing 360 Solutions, Inc. (“we,” “us,” “our,” “Staffing 360,” or the “Company”) was incorporated in the State of Nevada on December 22, 2009, as Golden Fork Corporation, which changed its name to Staffing 360 Solutions, Inc., ticker symbol “STAF,” on March 16, 2012. On June 15, 2017, the Company reincorporated in the State of Delaware. We are a rapidly growing public company in the international staffing sector. Our high-growth business model is based on finding and acquiring, suitable, mature, profitable, operating, domestic and international staffing companies. Our targeted consolidation model is focused specifically on the accounting and finance, information technology (“IT”), engineering, administration (“Professional”) and light industrial (“Commercial”) disciplines. We are a high-growth international staffing company engaged in the acquisition of U.S. and U.K. based staffing companies. As part of our consolidation model, we pursue a broad spectrum of staffing companies supporting primarily the Professional and Commercial Business Streams. Our typical acquisition model is based on paying consideration in the form of cash, stock, earn-outs and/or promissory notes. In furthering our business model, we are regularly in discussions and negotiations with various suitable, mature acquisition targets. To date, we have completed 11 acquisitions since November 2013. The Company focuses on five strategic verticals that represent sub-segments of the staffing industry. These five strategic pillars, Accounting & Finance, Information Technology, Engineering, Administration, and Commercial are the basis for the Company’s sales and revenue generation and its growth acquisition targets. The acquisition of Headway in May 2022 added 33% revenue, or $ 60.7 184.1 60,000 Typical contribution for EOR projects would be 80-85% of the gross profit earned, compared to 40-50% for traditional staffing which negates the impact of lower gross margins. The Company has developed a centralized, sales and recruitment hub in both the U.S. and U.K. markets. The addition of Headway, with its single office, and nationwide coverage for operations, supports and accelerates the Company’s objective of driving efficiencies through the use of technology, deemphasizing bricks and mortar, supporting more efficient and cost-effective service delivery for all Brands. The Company has a management team with significant operational and M&A experience. The combination of this management experience and the increased opportunity for expansion of its Core Brands with EOR services and nationwide expansion, provide for the opportunity of significant organic growth, while plans to continue its business model, finding and acquiring suitable, mature, profitable, operating, U.S. and U.K. based staffing companies continues. We effected a one-for-ten reverse stock split

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”), expressed in U.S. dollars. All amounts are in thousands, except share and par values, unless otherwise indicated. The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. Year End The Company’s fiscal year end follows a 52-53-week year ending on the Saturday closest to the 31 st Liquidity The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. The accompanying financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with our lenders will remain available to us. As shown in the accompanying financial statements as of the year ended December 31, 2022, the Company has an accumulated deficit of $ 101,015 20,050 18,265 1,992 Further, our note issued to Jackson Investment Group LLC includes certain financial customary covenants and the Company has had instances of non-compliance. Management has historically been able to obtain from Jackson waivers of any non-compliance and management expects to continue to be able to obtain necessary waivers in the event of future non-compliance; however, there can be no assurance that the Company will be able to obtain such waivers, and should Jackson refuse to provide a waiver in the future, the outstanding debt under the agreement could become due immediately, which exceeds our current cash balance. The entire outstanding principal balance of the 2020 Jackson Note, which is $ 9,016 October 14, 2024 32,500 September 6, 2024 Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. Historically, the Company has funded such payments either through cash flow from operations or the raising of capital through additional debt or equity. If the Company is unable to obtain additional capital, such payments may not be made on time. The Company’s negative working capital and liquidity position combined with the uncertainty generated by the economic reaction to the COVID-19 pandemic raise substantial doubt about the Company’s ability to continue as a going concern. COVID-19 The novel Coronavirus disease 2019 (“COVID-19”) and its ongoing effects are continuing to impact worldwide economic activity, and activity in the U.S and the U.K. where our operations are based. The nature of work of the contractors we support mostly are on the site of our clients. Given that the magnitude and duration of COVID-19’s impact on our business and operations remain uncertain, the continued spread of COVID-19 (including the emergence and persistence of variants relating thereto) and the imposition of related public health containment measures and travel and business restrictions could have a material adverse impact on our business, financial condition, operating results, and cash flows. While workforce disruptions relating to COVID-19 had largely subsided by the end of Fiscal 2022, a renewed spread of new and more infectious strains of COVID-19 or other viruses can negatively impact revenue in fiscal year 2023 and the Company’s overall liquidity. The full impact of the COVID-19 pandemic and its ongoing effects continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, industry, and workforce. Given the daily evolution of the COVID-19 pandemic, its ongoing effects and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2023. The Company’s negative working capital and liquidity position combined with the uncertainty generated by the economic reaction to the COVID-19 pandemic and its ongoing effects contribute to the substantial doubt about the Company’s ability to continue as a going concern. PPP Loan On March 27, 2020, the U.S. President signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. On May 12, 2020, Monroe Staffing Services, LLC (“Monroe”), an indirect subsidiary of the Company, entered into a note (the “May 12 Note”) with Newton Federal Bank (the “Bank”), pursuant to the PPP of the CARES Act administered by the SBA. The principal amount of the May 12 Note was $ 10,000 In accordance with the requirements of the CARES Act, the Company and Monroe (collectively, the “May 12 Note Borrowers”) used the proceeds from the May 12 Note in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on the May 12 Note at the rate of 1.00 Prior to forgiveness under the PPP, the May 12 Note was to mature two years following the date of issuance of the May 12 Note and included a period for the first ten months during which time required payments of interest and principal are deferred. Beginning on the eleventh month following the date of the May 12 Note, the May 12 Note Borrowers would be required to make 14 monthly payments of principal and interest. The May 12 Note may be prepaid at any time prior to maturity. The May 12 Note provided for customary events of default, including, among others, those relating to breaches of obligations under the May 12 Note, including a failure to make payments, any bankruptcy or similar proceedings involving the May 12 Note Borrowers, and certain material effects on the May 12 Note Borrowers’ ability to repay the May 12 Note. The May 12 Note Borrowers did not provide any collateral or guarantees for the May 12 Note. On May 25, 2021, the Company was notified by its lender, Affinity Bank, that the May 12 Note, in the amount of $ 10,000 105 On May 20, 2020, Key Resources Inc. (“KRI”), Lighthouse Placement Services, LLC (“LH”) and Staffing 360 Georgia, LLC (“SG”), each a wholly owned direct or indirect subsidiary of the Company, entered into the following notes, each dated May 20, 2020, with the Bank, pursuant to the PPP of the CARES Act administered by the SBA. KRI entered into a note (the “KRI Note”) for the principal amount of approximately $ 5,443 1,890 2,063 9,395 In accordance with the requirements of the CARES Act, the Company, KRI, LH and SG (collectively, the “May 20 Note Borrowers”) used the proceeds from the May 20 Notes in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on each of the May 20 Notes at the rate of 1.00 Prior to any forgiveness under the PPP, each of the May 20 Notes was to mature two years following the date of issuance of the May 20 Notes and included a period for the first ten months during which time required payments of interest and principal are deferred. Beginning on the eleventh month following the date of each of the May 20 Notes, the May 20 Note Borrowers were required to make 14 monthly payments of principal and interest. The May 20 Notes could be prepaid at any time prior to maturity. The May 20 Notes provide for customary events of default, including, among others, those relating to breaches of obligations under the May 20 Notes, including a failure to make payments, any bankruptcy or similar proceedings involving the Borrowers, and certain material effects on the Borrowers’ ability to repay the May 20 Notes. The May 20 Note Borrowers did not provide any collateral or guarantees for the May 20 Notes. The application for these funds required the Company to certify in good faith that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The Company made this good faith assertion based upon the adverse impact the COVID-19 pandemic had on our business and the degree of uncertainty introduced to the capital markets. While the Company has made this assertion in good faith based upon all available guidance, management continued to assess their continued qualification as and when updated guidance was released by the Treasury Department. On July 14, 2021, the Company was notified by its lender, Affinity Bank, that the May 20 Notes for the Company’s subsidiaries KRI, LH and SG, in the amounts of $ 5,443 1,890 2,063 63 22 24 Effective March 27, 2020, the Company deferred Federal Insurance Contributions Act taxes under the CARES Act section 2302. Payment of these tax deferrals of $ 2,473 2,473 2,465 509 507 988 593 The Headway Acquisition balance sheet includes outstanding deferred Federal Insurance Contributions Act taxes under the CARES Act Section 2302. Headway deferred a total of $ 2,462 1,225 1,237 145 51 1,039 Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. Significant estimates for Fiscal 2022 and Fiscal 2021 include the valuation of intangible assets, including goodwill, liabilities associated with earn-out obligations, testing long-lived assets for impairment and valuation reserves against deferred tax assets. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has primarily two main forms of revenue – temporary contractor revenue and permanent placement revenue. Temporary contractor revenue is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly or daily basis. The contracts stipulate weekly or monthly billing, and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date. Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the customer may be refunded if the employee is terminated within a short period of time, however this has historically been infrequent, and immaterial upon occurrence. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which point control has transferred to the customer. Revenue in Fiscal 2022 was comprised of $ 239,273 5,644 192,756 5,014 Taxes Collected from Customers and Remitted to Governmental Agencies The Company records taxes on customer transactions due to governmental agencies as a receivable and a liability on the consolidated balance sheets. Sales taxes are recorded net on the consolidated statement of operations. Advertising Costs Costs for advertising are expensed when incurred. Advertising expenses for the Company were $ 1,444 803 Legal Contingencies and Expenses From time to time, the Company may become involved in various claims, disputes and legal or regulatory proceedings that arise in the ordinary course of business and relate to contractual and other obligations. The Company assesses its potential contingent and other liabilities by analyzing its claims, disputes and legal and regulatory matters using all available information and developing its views on estimated losses in consultation with its legal and other advisors. The Company determines whether a loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. If the contingency is not probable or cannot be reasonably estimated, disclosure of the contingency shall be made when there is at least a reasonable possibility that a loss may be incurred. Expenses associated with legal contingencies are expensed as incurred. Restructuring Charges The Company records a liability for significant costs associated with exit or disposal activities, including lease termination costs, certain employee severance costs associated with formal restructuring plans, facility closings or other similar activities and related asset impairments, when the liability is incurred. The determination of when the Company accrues for severance and related costs depends on whether the termination benefits are provided under a one-time benefit arrangement or under an ongoing benefit arrangement. Where the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, it recognizes severance costs when they are both probable and estimable. Costs associated with restructuring actions that include one-time severance benefits are only recorded once a liability has been incurred, including when management with the proper level of authority has committed to a restructuring plan and the plan has been communicated to employees. These charges are included in operational restructuring and other charges on the consolidated statements of operations. Other charges include knowledge transfer costs directly related to the restructuring initiatives and are expensed as incurred. Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. Cash and cash equivalents held at financial institutions may at times exceed federally insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. The Company had no Accounts Receivable Accounts receivables are presented net of an allowance for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current creditworthiness and current economic trends. Accounts are written off after all efforts to collect have been exhausted. As of the end of Fiscal 2022 and the end of Fiscal 2021, the Company had an allowance for doubtful accounts of $ 102 60 Income Taxes The Company utilizes Accounting Standards Codification (“ASC”) Topic 740, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax 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. The Company applies the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of the date of this filing, the Company is current on all corporate, federal and state tax returns. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. Foreign Currency Translation Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using the exchange rate in effect at the balance sheet date and equity is translated at historical rate. Results of operations are translated using average exchange rates. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders’ equity (accumulated other comprehensive income), while gains and losses resulting from foreign currency transactions are included in operations. Deferred Financing Costs Costs incurred in connection with obtaining certain financing are deferred and amortized on an effective interest method basis over the term of the related obligation. In accordance with Accounting Standards Update (“ASU”) 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs,” debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. Business Combinations In accordance with ASC 805, “Business Combinations,” the Company records acquisitions under the purchase method of accounting, under which the acquisition purchase price is allocated to the assets acquired and liabilities assumed based upon their respective fair values. The Company utilizes management estimates and, in some instances, may retain the services of an independent third-party valuation firm to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration granted. Such estimates and valuations require us to make significant assumptions, including projections of future events and operating performance. Fair Value of Financial Instruments In accordance with ASC 820, “Fair Value Measurements and Disclosures,” the Company measures and accounts for certain assets and liabilities at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements and establishes a framework for measuring fair value and standards for disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as 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 for which there is little or no market data, which require the use of the reporting entity’s own assumptions. There were no Level 1or 2 assets or liabilities or Level 3 assets in any period. The Company’s Level 3 liabilities were its warrants issued to Jackson and contingent consideration in connection with acquisitions. The table below represents a rollforward of the Level 3 contingent consideration: SUMMARY OF ROLL-FORWARD OF LEVEL 3 CONTINGENT CONSIDERATION Contingent Consideration Balance at January 2, 2021 $ 4,054 KRI deferred consideration - Balance at January 1, 2022 $ 4,054 KRI deferred consideration - Headway deferred consideration 4,290 Balance at December 31, 2022 $ 8,344 Cash is considered to be highly liquid and easily tradable and therefore classified as Level 1 within our fair value hierarchy. ASC 825-10-25, “Fair Value Option” expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line method over the estimated useful lives for each category as follows: SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT Computers 3 5 Computer equipment 3 5 Network equipment 3 5 Software 3 5 Office equipment 3 7 Furniture and fixtures 3 7 Leasehold improvements 3 5 Amortization of leasehold improvements is computed using the straight-line method over the shorter of the life of the lease or the estimated useful life of the assets. Maintenance and repairs are charged to expense as incurred. Major improvements are capitalized. At the time of retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in Other income/(expenses.) Long-Lived Assets In accordance with ASC 360 “Property, Plant, and Equipment,” the Company periodically reviews its long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount. The amount of impairment is measured as the difference between the estimated fair value and the book value of the underlying asset. Goodwill Goodwill relates to amounts that arose in connection with various acquisitions and represents the difference between the purchase price and the fair value of the identifiable intangible and tangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, a decline in the equity value of the business, a significant adverse change in certain agreements that would materially affect reported operating results, business climate or operational performance of the business and an adverse action or assessment by a regulator. In accordance with ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350) Testing Goodwill for Impairment, or ASU 2011-08, the Company is required to review goodwill by reporting unit for impairment at least annually or more often if there are indicators of impairment present. During the year ended December 31, 2022, the Company changed its annual measurement date from the last day of the fiscal year end to the first day of the fiscal fourth quarter. A reporting unit is either the equivalent of, or one level below, an operating segment. The Company early adopted the provisions in ASU 2017-04, which eliminates the second step of the goodwill impairment test. As a result, the Company’s goodwill impairment tests include only one step, which is a comparison of the carrying value of each reporting unit to its fair value, and any excess carrying value, up to the amount of goodwill allocated to that reporting unit, is impaired. The carrying value of each reporting unit is based on the assignment of the appropriate assets and liabilities to each reporting unit. Assets and liabilities were assigned to each reporting unit if the assets or liabilities are employed in the operations of the reporting unit and the asset and liability is considered in the determination of the reporting unit fair value. The Company recognized an impairment with respect to its Staffing UK 10,000 during the quarter ended December 31, 2022. The impairment resulted from a continued decline in that reporting unit’s revenue which experienced significant and prolonged declines as a result of the COVID-19 pandemic. To determine the impairment, the Company employed a combination of market approach (valuations using comparable company multiples), income approach (discounted cash flow analysis) and prevailing market conditions to derive the fair value of the reporting unit. Under ASU 2017-04, which the Company early adopted, the impairment amount represents the excess of the carrying value over the fair value of the reporting unit. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, “Derivative and Hedging.” Accounting standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts (“OID”) under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control and could require net cash settlement, then the contract shall be classified as an asset or a liability. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, “Compensation – Stock Compensation,” which requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASU 2018-07 - Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issu

EARNINGS (LOSS) PER COMMON SHAR

EARNINGS (LOSS) PER COMMON SHARE	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
EARNINGS (LOSS) PER COMMON SHARE	NOTE 3 – EARNINGS (LOSS) PER COMMON SHARE The Company computes earnings per share in accordance with ASC Topic 260, “Earnings per Share” (“ASC 260”), which requires earnings per share for each class of stock (common stock and participating preferred stock) to be calculated using the two-class method. The two-class method is an allocation of earnings between the holders of common stock and a company’s participating security holders. Under the two-class method, earnings for the reporting period are allocated between common shareholders and other security holders based on their respective participation rights in undistributed earnings. Basic earnings per common share is computed by dividing income or loss available to common stockholders by the weighted average number of shares of basic common stock outstanding. The Company’s Series F convertible preferred stock, which was convertible into shares of the Company’s common stock at any time and from time to time from and after the issue date, and the Company’s Series F warrants, were classified as participating securities in accordance with ASC 260. Net income allocated to the holders of Series F convertible preferred stock and Series F warrants was calculated based on the shareholders’ proportionate share of weighted average shares of common stock outstanding on an if-converted basis. For purposes of determining diluted earnings per common share, basic earnings per common share was further adjusted for the fiscal year ended January 1, 2022, to include the effect of potential dilutive common shares outstanding, including unvested restricted stock using the more dilutive of either the two-class method or the treasury stock method, and Series G and G-1 Preferred Stock using the if-converted method. Stock options and warrants that were out-of-the-money were not included in the denominator for the calculation diluted EPS. Under the two-class method of calculating diluted earnings per share, net income is reallocated to common stock, the Series F Preferred stock, the Series F warrants, and all dilutive securities based on the contractual participating rights of the security to share in the current earnings as if all of the earnings for the period had been distributed. In the computation of diluted earnings per share, the if-converted method for the Series F Preferred Stock resulted in a more dilutive earnings per share than the two-class method. As such, the if-converted method was utilized for the calculation of diluted EPS. Such securities, including the Series H Preferred Stock, presented on a common stock equivalent basis and outstanding as of December 31, 2022, have not been included in the diluted earnings per share computations, as their inclusion would be anti-dilutive due to the Company’s net loss as of December 31, 2022. On June 24, 2022, the Company effected the Reverse Stock Split. As required in accordance with GAAP, all share and earnings per share information in this Annual Report on Form 10-K, including those The following table sets forth the components used in the computation of basic and diluted income per share: SCHEDULE OF EARNINGS PER SHARE,BASIC AND DILUTED Fiscal Years Ended December 31, 2022 January 1, 2022 Numerator: Net (Loss) Income $ (16,994 ) $ 8,158 Less: Dividends paid to Series E, E-1, G, G-1 preferred shareholders - 795 Less: Deemed dividend - 1,798 Less: Net income allocated to participating equity - 2,395 Net (Loss) Income Attributable to Common Equity $ (16,994 ) $ 3,170 Effect of dilutive securities: Add: Dividends paid to Series E, E-1, G, G-1 preferred shareholders - 795 Net income available to commons and preferred shareholders for diluted earnings per share $ (16,994 ) $ 3,965 Denominator: Weighted average basic common shares outstanding 2,113,509 952,207 Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive) - 104,387 Total weighted average common shares outstanding if preferred shares converted to common shares 2,113,509 1,056,594 Effect of dilutive securities: Restricted shares - 5,947 Weighted average diluted shares outstanding 2,113,509 1,062,541 (Loss) Income per common share: Basic $ (8.04 ) $ 3.30 Diluted $ (8.04 ) $ 3.70

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 January 1, 2022 Computer software $ 1,323 $ 432 Office equipment 667 587 Computer equipment 662 702 Furniture and fixtures 1,434 1,181 Leasehold improvements 1,250 650 Total property and equipment, gross 5,336 3,552 Accumulated depreciation (4,105 ) (2,687 ) Total property and equipment, net $ 1,230 $ 865 Depreciation expense for Fiscal 2022 and Fiscal 2021 was $ 526 447

OTHER NON-CURRENT ASSETS

OTHER NON-CURRENT ASSETS	12 Months Ended
	Dec. 31, 2022
Investments, All Other Investments [Abstract]
OTHER NON-CURRENT ASSETS	NOTE 5 – OTHER NON-CURRENT ASSETS The following provides a breakdown of other non-current assets: SCHEDULE OF OTHER NON-CURRENT ASSETS December 31, 2022 January 1, 2022 Collateral associated with workers’ compensation insurance $ 6,027 $ 3,072 Other non-current assets 674 434 Total $ 6,701 $ 3,506

INTANGIBLE ASSETS

INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 6 – INTANGIBLE ASSETS The following provides a breakdown of intangible assets as of: SCHEDULE OF BREAKDOWN OF INTANGIBLE ASSETS Tradenames Non-Compete Customer Relationships Total December 31, 2022 Tradenames Non-Compete Customer Relationship Total Intangible assets, gross $ 10,759 $ 2,467 $ 26,170 $ 39,397 Accumulated amortization (5,608 ) (2,467 ) (13,936 ) (22,011 ) Intangible assets, net $ 5,151 $ - $ 12,234 $ 17,385 Tradenames Non-Compete Customer Relationships Total January 1, 2022 Tradenames Non-Compete Customer Relationship Total Intangible assets, gross $ 9,553 $ 2,497 $ 21,725 $ 33,775 Accumulated amortization (4,969 ) (2,497 ) (12,660 ) (20,126 ) Intangible assets, net $ 4,584 $ - $ 9,065 $ 13,649 On April 18, 2022, the Company entered into a Stock Purchase Agreement with Headway Workforce Solutions, pursuant to which, among other things, the Company agreed to purchase all of the issued and outstanding securities of Headway in exchange for (i) a cash payment of $ 14 9,000,000 As of December 31, 2022, estimated annual amortization expense for each of the next five fiscal years is as follows: SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE FISCAL YEARS Fiscal year ended December Amount 2023 $ 2,632 2024 2,632 2025 2,564 2026 2,421 2027 2,421 Thereafter 4,715 Total $ 17,385 Amortization of intangible assets for the period ended Fiscal 2022 and Fiscal 2021 was $ 2,464 2,312 6

GOODWILL

GOODWILL	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	NOTE 7 – GOODWILL The following table provides a roll forward of goodwill: SCHEDULE OF GOODWILL December 31, 2022 January 1, 2022 Beginning balance, gross $ 31,478 $ 31,591 Acquisition 7,808 - Accumulated disposition (1,577 ) (1,577 ) Accumulated impairment losses (16,073 ) (6,073 ) Currency translation adjustment (1,745 ) (113 ) Ending balance, net $ 19,891 $ 23,828 Goodwill by reportable segment is as follows: SCHEDULE OF GOODWILL REPORTABLE BY SEGMENT December 31, 2022 January 1, 2022 Professional Staffing – US $ 14,031 $ 6,222 Commercial Staffing – US 5,860 5,860 Professional Staffing – UK - 11,746 Ending balance, net $ 19,891 $ 23,828 Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. ASC 350, requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. During the fourth quarter of 2021 the Company identified a triggering event in response the COVID-19 pandemic. In accordance with ASC 350 the Company tested its goodwill for impairment and the Company recognized an impairment with respect to its Staffing UK 10,000 10,000 7,808 During the year ended December 31, 2022, the Company changed its measurement date from the last day of the fiscal year end to the first day of the fiscal fourth quarter. The Company performed its annual goodwill impairment test and no impairment was recognized other than the charge recognized by the Staffing UK

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following provides a breakdown of accounts payable and accrued expenses: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2022 January 1, 2022 Accounts payable $ 1,168 $ 2,749 Accrued payroll, taxes and bonuses 11,838 8,594 Other accrued expenses 3,520 1,189 Total $ 16,526 $ 12,532

ACCOUNTS RECEIVABLE FINANCING

ACCOUNTS RECEIVABLE FINANCING	12 Months Ended
	Dec. 31, 2022
Receivables [Abstract]
ACCOUNTS RECEIVABLE FINANCING	NOTE 9 – ACCOUNTS RECEIVABLE FINANCING Midcap Funding X Trust Prior to September 15, 2017, certain U.S. subsidiaries of the Company were parties to a $ 25,000 25,000 April 8, 2019 On October 26, 2020, the Company entered into Amendment No. 17 to Credit and Security Agreement with MidCap, whereby, among other things, MidCap agreed to extend the maturity date of our outstanding asset based revolving loan until September 1, 2022. In addition, the Company also agreed to certain amendments to the financial covenants. On October 27, 2022, the Company entered into Amendment No. 27 and Joinder Agreement to the Credit and Security Agreement (“Amendment No. 27”) with MidCap Funding IV Trust as successor by assignment to MidCap, dated April 8, 2015, which amended the Credit and Security Agreement. Amendment No. 27, among other things, (i) increases the revolving loan commitment amount from $ 25 32.5 10 5 42.5 In addition, Amendment No. 27 increases the applicable margin from 4.0% to 4.25%, with respect to the Loan (other than Letter of Credit Liabilities (as defined in the Credit and Security Agreement)), and from 3.5% to 3.75% with respect to the Letter of Credit Liabilities. Amendment No. 27 also replaces the interest rate benchmark from LIBOR to SOFR and provides that the Loan shall bear interest at the sum of a term-based SOFR rate (plus a SOFR adjustment of 0.11448%) plus the Applicable Margin, subject to certain provisions for the replacement of SOFR with an alternate benchmark in connection with SOFR no longer being provided by its administrator. Notwithstanding the foregoing, the SOFR interest rate shall not be at any time less than 1.00% The facility provides events of default including: (i) failure to make payment of principal or interest on any MidCap loans when required, (ii) failure to perform obligations under the facility and related documents, (iii) not paying its debts as such debts become due and similar insolvency matters, and (iv) material adverse changes to the Company (subject to a 10-day notice and cure period.) Upon an event of default, the Company’s obligations under the credit facility may, or in the event of insolvency or bankruptcy will automatically, be accelerated. Upon the occurrence of any event of default, the facility will bear interest at a rate equal to the lesser of: (i) 3.0% above the rate of interest applicable to such obligations immediately prior to the occurrence of the event of default; and (ii) the maximum rate allowable under law. Under the terms of this agreement, the Company is subject to affirmative covenants which are customary for financings of this type, including covenants to: (i) maintain good standing and governmental authorizations, (ii) provide certain information and notices to MidCap, (iii) deliver monthly reports and quarterly financial statements to MidCap, (iv) maintain insurance, (v) discharge all taxes, (vi) protect its intellectual property, and (vii) generally protect the collateral granted to MidCap. The Company is also subject to negative covenants customary for financings of this type, including that it may not: (i) enter into a merger or consolidation or certain change of control events, (ii) incur liens on the collateral, (iii) except for certain permitted acquisitions, acquire any significant assets other than in the ordinary course of business, (iv) assume certain additional senior debt, or (v) amend any of its organizational documents. The balance of the MidCap facility as of December 31, 2022 and January 1, 2022 was $ 18,176 13,405 White Oak Commercial Finance, LLC As a result of the Headway Acquisition, the Company’s wholly owned Headway subsidiary, had a line of credit with White Oak Commercial Finance, LLC (“White Oak”), that provided working capital and supports general corporate needs of Headway (the “White Oak Agreement”). Under the terms of the White Oak Agreement, the line of credit matured in June 2024. White Oak may terminate the Agreement at any time upon providing 30-days written notice. The White Oak Agreement was secured by all the assets of Headway and was personally guaranteed up to $ 1,000 Under the terms of the White Oak Agreement, the maximum borrowing capacity was $ 10,000,000 The borrowing base was defined as the sum of the following: (a) 95% of the eligible ordinary receivables, as defined, and (b) the lessor of (i) $3,000,000 or (ii) 95% of the Company’s outstanding eligible unbilled receivables, as defined, less the sum of the following: (c) 100% of the undrawn amount of all letters of credit outstanding, (d) the special availability reserve, (e) the quarterly tax reserve and (f) the amount all other availability reserves in effect as such time 5.00 7.00 7.00 0.25 0 From time to time, White Oak caused letters of credit to be opened to be issued for Headway’s benefit. The aggregate face amount of all letters of credit outstanding became the letter of credit reserve, which reduced the borrowing base under the Agreement. Under the terms of the agreement the letter of credit sub-line was not to exceed $ 2,000,000 6.25 0 The White Oak Agreement operated similarly to a factoring arrangement whereby Headway’s receivables were bought by White Oak. However, receivables purchased by White Oak are required to be repurchased by Headway in the event the Company’s customer disputes the invoice amount or if the receivable remains unpaid past a certain number of days from the invoice date. Due to the recourse provisions in the arrangement, Headway accounted for transactions under the credit facility as secured borrowings. As of October 27, 2022, the White Oak Agreement was paid in full and terminated. HSBC Invoice Finance (UK) Ltd – New Facility On February 8, 2018, CBSbutler, Staffing 360 Solutions Limited and The JM Group, entered into a new arrangement with HSBC Invoice Finance (UK) Ltd (“HSBC”) which provides for HSBC to purchase the subsidiaries’ accounts receivable up to an aggregate amount of £ 11,500 The terms of the arrangement provide for HSBC to fund 90% of the purchased accounts receivable upfront and a secured borrowing line of 70% of unbilled receivables capped at £1,000 (within the overall aggregate total facility of £11,500. 1.80 On June 28, 2018, CML, the Company’s new subsidiary entered into a new agreement with a minimum term of 12 months for purchase of debt (“APD”) with HSBC, joining CBSbutler, Staffing 360 Solutions Limited and The JM Group (collectively, with CML, the “Borrowers”) as “Connected Clients” as defined in the APD. In 2021, the subsidiaries were reorganized and are now Staffing 360 Solutions Limited and Clement May. The new Connected Client APDs carry an aggregate Facility Limit of £ 20,000 1,500 22,500 Under ASU 2016-16, “Statement of Cash Flows (Topic 230, Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB Emerging Issues Task Force 6,826 7,195

ACQUISITION

ACQUISITION	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITION	NOTE 10 – ACQUISITION In accordance with ASC 805, the Company accounts for acquisitions using the purchase method under which the acquisition purchase price is allocated to the assets acquired and liabilities assumed based upon their respective fair values. The Company utilizes management estimates and, in some instances, may retain the services of an independent third-party valuation firm to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration granted. Such estimates and valuations require the Company to make significant assumptions, including projections of future events and operating performance. On April 18, 2022, the Company entered into a Stock Purchase Agreement with Headway Workforce Solutions, pursuant to which, among other things, the Company agreed to purchase all of the issued and outstanding securities of Headway in exchange for (i) a cash payment of $ 14 9,000,000 The purchase price in connection with the Headway Acquisition was $ 9,000 4,450 to integrate the business of Headway into the Company’s existing temporary professional staffing business in the US within the expected timeframe which would enable the Company to operate more effectively and efficiently and to create synergy hence lower costs of operations. The total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values on the acquisition date. The fair values assigned in the preliminary allocation of purchase price included in the table below are based on information that was available as of the date of the acquisition and such amounts are considered preliminary and are based on the information that was available as of the date of the acquisition. We were not able to complete our final purchase price allocation based on the timing of the acquisition and our need to engage third party valuation specialists to assist with the valuation of the contingent consideration as well as requiring additional time to further analyze the initial amounts recorded. The Company is in the process of finalizing its allocation and this may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain additional intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. As additional information becomes available, the preliminary purchase price allocation may be revised during the remainder of the measurement period, which will not exceed 12 months from the acquisition date. Any such revisions or changes may be material. The following table summarizes the allocation of the purchase price of the fair value of the assets acquired and liabilities assumed at the date of the acquisition: SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE FAIR VALUE Current assets $ 10,111 Fixed assets 150 Other non-current assets 5,394 Intangible assets 6,800 Goodwill 7,808 Current liabilities (15,523 ) Other non-current liabilities (2,011 ) Consideration $ 12,729 In connection with the acquisition of Headway, the Company identified and recognized $ 6,800 in intangible assets representing $ 5,300 1,500 835

DEBT

DEBT	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
DEBT	NOTE 11 – DEBT SCHEDULE OF DEBT December 31, 2022 January 1, 2022 Jackson Investment Group - related party $ 9,016 $ 8,949 Redeemable Series H Preferred Stock 9,000 - HSBC term loan 249 809 Total debt, gross 18,265 9,758 Less: Debt discount and deferred financing costs, net (962 ) (256 ) Total Debt, net 17,303 9,502 Less: Non-current portion - related party (8,661 ) - Less: Non-current portion (8,393 ) (279 ) Total Current debt, net $ 249 $ 9,223 Jackson Note On September 15, 2017, the Company entered into a $ 40,000 11,165 first September 15, 2020 The 2017 Jackson Note will accrue interest at 12 January 1, 2018 Interest on any overdue payment of principal or interest due under the 2017 Jackson Note will accrue at a rate per annum that is 5 On August 27, 2018, the Company entered into an amended agreement with Jackson, pursuant to which the note purchase agreement dated as of September 15, 2017 was amended and made a new senior debt investment of approximately $ 8,428 280 39 19,200 On August 29, 2019, the Company entered into a Fourth Omnibus Amendment and Reaffirmation Agreement with Jackson, as lender, which, among other things, amends that certain amended and restated note purchase agreement, dated as of September 15, 2017, as amended (the “Existing Note Purchase Agreement”). Pursuant to the Existing Note Purchase Agreement, the Company agreed to issue and sell to Jackson that certain 18 December 31, 2019 2,538 All accrued and unpaid interest on the outstanding principal balance of the 2019 Jackson Note was due and payable monthly on the first day of each month, beginning on October 1, 2019 Pursuant to the terms of the 2019 Jackson Note, if the 2019 Jackson Note was not repaid by December 31, 2019, the Company was required to issue 1,667 324 8,334 On October 26, 2020, the Company, certain of its subsidiaries and Jackson entered into the Second Amended Note Purchase Agreement and the 2020 Jackson Note, which amended and restated the Existing Note Purchase Agreement. The Second Amended Note Purchase Agreement refinanced an aggregate of approximately $ 35,700 September 30, 2022 488 488 15,092 99.60 60.00 extension of the warrant expiration date of January 26, 2024 to January 26, 2026 126 Under the terms of the Second Amended Note Purchase Agreement and the 2020 Jackson Note, the Company is required to pay interest on the debt at a per annum rate of 12 50 25 30.00 30.000 210.00 210.00 For the period of November 2020 through and including March 2021, each monthly interest amount due and payable was reduced by $166, and for the period commencing April 2021 through and including September 2021, each monthly interest amount due and payable was increased by $166 Under the terms of the Second Amended Note Purchase Agreement, the Company was required to make a mandatory prepayment of the principal amount of the 2020 Jackson Note of not less than $ 3,000 3,029 On January 4, 2021, the Company used $ 1,558 1,168 33,878 390 390 32,710 10,690 10,690 On February 5, 2021, the Company received the Limited Consent from Jackson, the sole holder of the Company’s outstanding shares of Series E Convertible Preferred Stock, to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the 2020 Jackson Note, which had an outstanding principal amount of $32,710 as of February 9, 2021, and (ii) 25% of the net proceeds from the February 2021 Offering to redeem a portion of the Company’s Series E Convertible Preferred Stock. Pursuant to the Limited Consent, upon closing of the February 2021 Offering, the Company paid $13,556 of the 2020 Jackson Note and redeemed 4,518 shares of the Series E Convertible Preferred Stock On April 21, 2021, the Company entered into the April 2021 Purchase Agreement. The net proceeds to the Company were approximately $ 4,200 3,200 19,154 On July 20, 2021, the Company entered into the July 2021 Purchase Agreement. As the Company’s Series G Preferred Stock (as defined below) was outstanding, it was required to use the proceeds of any sales of equity securities, including the common stock offered in the July 2021 Offerings, exclusively to redeem any outstanding shares of Series G Preferred Stock, subject to certain limitations. The Company received a waiver from Jackson, the sole holder of the outstanding shares of its Series G Preferred Stock, to pay accrued and unpaid interest and prepay a portion of the outstanding principal balance of the 2020 Jackson Note and paid accrued and unpaid dividends on the Series G-1 Convertible Preferred Stock upon conversion of such preferred stock into the New Note (as defined below). The net proceeds to the Company from the July 2021 Offerings were approximately $ 6,760 5,000 21,700 On July 21, 2021, the Company entered into a non-cash financing transaction whereby it exchanged its outstanding 6,172 1,561 7,733 6,172 1,561 Under the terms of the New Note, the Company is required to pay interest on the New Note at a per annum rate of 12 17 September 30, 2022 On August 5, 2021, the Company entered into the First August 2021 Purchase Agreement. The net proceeds to the Company from the First August 2021 Offerings were approximately $ 3,217 3,281 16,730 On October 28, 2021, the Company entered into a securities purchase agreement (the “November 2021 Private Placement”). This placement closed on November 2, 2021 and was announced on November 3, 2021. The net proceeds of the November 2021 Private Placement were approximately $ 9.25 4,500 13,449 The entire outstanding principal balance of the Second Amended and Restated Note Purchase Agreement was due and payable on September 30, 2022. On October 27, 2022, the Company entered into the Third Amended and Restated Note Purchase Agreement with Jackson, which amended and restated the Second Amended Note Purchase Agreement, dated October 26, 2020, as amended, and issued to Jackson the Jackson Note, with a remaining outstanding principal balance of approximately $ 9.0 In connection with the amendment and restatement, the Company paid Jackson an amendment fee of $ 39 39 100,000 257 24,332 3.06 October 27, 2027 15,093 60.00 3.06 expiration date of January 26, 2026 to October 27, 2027 29 Under the terms of the Third Amended and Restated Note Purchase Agreement and Jackson Note, the Company is required to pay interest on the Jackson Note at a per annum rate of 12 50 16 extends the maturity date of the Jackson Note from October 28, 2022 to October 14, 2024 In addition, pursuant to the terms of the Third Amended and Restated Note Purchase Agreement, until all principal interest and fees due pursuant to the Third Amended and Restated Note Purchase Agreement and the Jackson Note are paid in full by the Company and are no longer outstanding, Jackson shall have a first call over 50 Debt Exchange Agreement On November 15, 2018, the Company, entered into a Debt Exchange Agreement with Jackson, pursuant to which, among other things, Jackson agreed to exchange $ 13,000 13,000 0.00001 The Series E Preferred Stock ranked senior to the Company’s common stock and any other series or classes of preferred stock issued or outstanding with respect to dividend rights and rights on liquidation, winding up and dissolution. Each share of Series E Preferred Stock was initially convertible into 561 10,000 The Series E Preferred Stock carried quarterly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance and (ii) 17% after the occurrence of a Preferred Default, and (b) a dividend payable in shares of Series E-1 Convertible Preferred Stock (the “Series E-1 Convertible Preferred Stock” and, collectively with the Series E Convertible Preferred Stock, the “Series E Preferred Stock”). The shares of Series E-1 Convertible Preferred Stock had all the same terms, preferences and characteristics as the Series E Preferred Stock (including, without limitation, the right to receive cash dividends), except (i) Series E-1 Convertible Preferred Stock were mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or November 15, 2020, for a cash payment equal to the Liquidation Value (as defined in the Series E Certificate of Designation) plus any accrued and unpaid dividends thereon, (ii) each share of Series E-1 Convertible Preferred Stock was initially convertible into 11 shares of the Company’s common stock, and (iii) Series E-1 Convertible Preferred Stock could be cancelled and extinguished by the Company if all shares of Series E Convertible Preferred Stock are redeemed by the Company on or prior to October 31, 2020. On October 26, 2020, in connection with the entry into the Amended Note Purchase Agreement, the Company filed with the Secretary of State of the State of Delaware the second Certificate of Amendment (the “Amendment”) to the Series E Certificate of Designation. Under the amended terms, holders of Series E Preferred Stock were entitled to monthly cash dividends on Series E Preferred Stock at a per annum rate of 12%. At the Company’s option, up to 50% of the cash dividend on the Series E Convertible Preferred Stock could be paid in kind by adding such 50% portion to the outstanding liquidation value of the Series E Convertible Preferred Stock (the “PIK Dividend Payment”), commencing on October 26, 2020 and ending on October 25, 2020 10,000 If such average market price was less than $35.00 or was otherwise undeterminable because such shares were no longer publicly traded or the closing price was no longer reported by Nasdaq, then the average closing price for these purposes was to be deemed to be $35.00 210.00 210.00 Under the terms of the Amendment, shares of Series E-1 Convertible Preferred Stock were convertible into common stock at a conversion rate equal to the liquidation value of each share of Series E-1 Convertible Preferred Stock divided by $ 60.00 10,000 60.00 10,000 106.80 99.60 60.00 The Company accounted for the Amendment as a modification to the Series E Convertible Preferred Stock and Series E-1 Convertible Preferred Stock. The change in fair value as a result of the modification amounted to $ 410 4,280 60.00 0 Under the terms of the Consent and the Series E Certificate of Designation, in consideration for Jackson’s consent to the first 2,100 2,080 Lastly, under the terms of the Limited Consent and Waiver with Jackson dated February 5, 2021, it was agreed that to the extent that any of the PPP Loans are forgiven after the February 2021 Offering, Jackson may convert the Series E Convertible Preferred Stock and Series E-1 Convertible Preferred Stock that remains outstanding into a secured note that is substantially similar to the 2020 Jackson Note. As this provision results in a contingent redemption feature, approximately $ 4,100 389 Jackson Waivers On February 5, 2021, the Company entered into a Limited Consent and Waiver with Jackson whereby, among other things, Jackson agreed that we may use 75% of the proceeds from the offering to redeem a portion of the 2020 Jackson Note, and 25% of the net proceeds from the offering to redeem a portion of the Base Series E Preferred Stock Series G Preferred Stock – Related Party On May 6, 2021, the Company, entered into an Exchange Agreement with Jackson (the “Exchange Agreement”), pursuant to which, among other things, Jackson agreed to exchange 6,172 1,493 The Series G Preferred Stock ranked senior to each of the Company’s common stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, and any other classes and series of stock of the Company now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series G Preferred Stock or which do not specify their rank (which includes the Series F Convertible Preferred Stock). Each share of Series G Preferred Stock was initially convertible into 1,000 shares of common stock at any time from and after, (i) with respect to the Series G Preferred Stock, the earlier of October 31, 2022 or the occurrence of a default and, (ii) with respect to the Series G-l Convertible Preferred Stock, October 31, 2020. A holder of Series G Preferred Stock was not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock The Series G Preferred Stock carried monthly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance (plus any accrued dividends with respect to the Series E Preferred Stock unpaid as of the date of the Exchange) and (ii) 17% after the occurrence of a default, and (b) a dividend payable in shares of Series G-1 Convertible Preferred Stock. The shares of Series G-1 Convertible Preferred Stock had all the same terms, preferences and characteristics as the Series G Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-1 Convertible Preferred Stock were mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon On July 20, 2021, the Company entered into the July 2021 Purchase Agreement. As the Company’s Series G Preferred Stock was outstanding, it was required to use the proceeds of any sales of equity securities, including the common stock offered in the July 2021 Registered Direct Offering, exclusively to redeem any outstanding shares of Series G Preferred Stock, subject to certain limitations. The Company received a waiver from Jackson, the sole holder of the outstanding shares of its Series G Preferred Stock, to pay accrued and unpaid interest and prepay a portion of the outstanding principal balance of the 2020 Jackson Note, and paid accrued and unpaid dividends on the Series G-1 Convertible Preferred Stock upon conversion of such preferred stock into the New Note. While under the terms of the Certificate of Designation governing the Series G Preferred Stock and Series G-1 Preferred Stock, 6,172 1,561 As of October 1, 2022, there were no shares of Series G or Series G-1 Convertible Preferred Stock outstanding. HSBC Loan On February 8, 2018, CBS Butler Holdings Limited (“CBS Butler”), Staffing 360 Solutions Limited and The JM Group, entered into a new arrangement with HSBC Invoice Finance (UK) Ltd (“HSBC”) which provides for HSBC to purchase the subsidiaries’ accounts receivable up to an aggregate amount of £ 11,500 across all three subsidiaries. The terms of the arrangement provide for HSBC to fund 90% of the purchased accounts receivable upfront and, a secured borrowing line of 70% of unbilled receivables capped at £ 1,000 (within the overall aggregate total facility of £ 11,500 ). The arrangement has an initial term of 12 months, with an automatic rolling three-month extension and carries a service charge of 1.80 %. Under ASU 2016-16, “Statement of Cash Flows (Topic 230, “Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB Emerging Issues Task Force”) , three-year term loan with HSBC in the UK for £ 1,000 . As of December 31, 2022, the balance for the HSBC loan is $ 249 . Redeemable Series H Preferred Stock On May 18, 2022, the Company entered into a stock purchase agreement with Headway. Consideration for the Purchase of 100 9,000,000 0.00001 1.00 350,000 25.714 12 The redemption price represents the number of shares of the Preferred Stock (9,000,000), plus all accrued but unpaid dividends, multiplied by the Stated Value ($1). On May 18, 2022, the Company paid $14 towards the Series H Preferred Stock balance 9,000 In accordance with ASC 480-10-15-3, the agreement includes certain rights and options including: redemption, dividend, voting, and conversion which have characteristics akin to liability and equity. The Series H Preferred Stock is redeemable and has a defined maturity date upon the third anniversary of the original issue date. As such and based on the authoritative guidance, the Series H Preferred Stock meets the definition of a debt instrument. The Company obtained a third-party valuation report to calculate the fair value of Series H Preferred Stock. As of May 18, 2022, the fair value of the Redemption Price was calculated as $ 8,265 735

LEASES

LEASES	12 Months Ended
	Dec. 31, 2022
Leases
LEASES	NOTE 12 – LEASES As of December 31, 2022 and January 1, 2022, we recorded a right of use (“ROU”) lease asset of approximately $ 9,070 9,828 5,578 5,574 In September 2021, the Company entered into a new lease agreement for an office lease in New York for a term of 8 2,735 1 ,715 1,731 10 years 2,048 10 years 1,555 Quantitative information regarding the Company’s leases for Fiscal 2022 is as follows: SCHEDULE OF LEASE, COST Lease Cost Classification December 31, 2022 Operating lease cost SG&A Expenses $ 1,664 Other information Weighted average remaining lease term (years) 6.00 Weighted average discount rate 6.30 % SCHEDULE OF OPERATING LEASE LIABILITY MATURITY Future Lease Payments 2023 $ 1,817 2024 1,765 2025 1,649 2026 1,589 2027 1,603 Thereafter 4,167 Total $ 12,590 Less: Imputed Interest 2,762 Operating lease, liability $ 9,828 Leases - Current $ 1,188 Leases - Non current $ 8,640 As most of the Company’s leases do not provide an implicit rate, we use the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This methodology was deemed to yield a measurement of the ROU lease asset and associated lease liability that was appropriately stated in all material respects.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 13 – STOCKHOLDERS’ EQUITY The Company issued the following shares of common stock during Fiscal 2022: SCHEDULE OF STOCKHOLDERS EQUITY Number of Common Shares Fair Value of Shares Fair Value at Issuance (minimum and maximum Shares issued to/for: Issued Issued per share) Equity raise 657,858 $ 4,013 $ 6.10 $ 6.10 Board and committee members 63,000 201 3.02 9.65 Related party shares 100,000 257 2.57 2.57 Consultants 36,000 113 3.02 7.40 856,858 $ 4,584 The Company issued the following shares of common stock during Fiscal 2021: Number of Common Shares Fair Value of Shares Fair Value at Issuance (minimum and maximum Shares issued to/for: Issued Issued per share) Equity raise 1,326,887 $ 43,019 $ 19.75 $ 5.40 Board and committee members 1,281 24 8.59 5.16 Long Term Incentive Plan 2,584 316 82.20 1.84 Consultants 166 3 18.40 - Employees 15,251 320 9.04 5.40 Conversion of Series F 130,490 - - - Conversion of Series A 451 - - - 1,477,110 $ 43,682 The Company’s authorized common stock consists of 200,000,000 0.00001 2,629,199 1,758,835 Increase of Authorized Common Stock On December 27, 2021, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation of the Company to effect an increase to its number of shares of authorized common stock, par value $ 0.00001 40,000,000 200,000,000 July 2022 Private Placement On July 1, 2022, we entered into a securities purchase agreement with certain institutional and accredited investors for the issuance and sale of a private placement of 657,858 657,858 5.85 6.10 In connection with the private placement, each investor entered into Warrant Amendment Agreements to amend the exercise prices of certain existing warrants to purchase up to an aggregate of 657,858 18.50 38.00 expiration dates ranging from July 22, 2026, to November 1, 2026 5.85 February 2021 Public Offering On February 9, 2021, the Company announced the pricing of a public offering of an aggregate of 364,255 54.00 The February 2021 Offering closed on February 12, 2021. In the February 2021 Offering, the Company issued 347,520 16,735 0.0001 54.00 16,735 The net proceeds to the Company from the February 2021 Offering were approximately $ 18,100 4,518 shares of the Series E Convertible Preferred Stock Following the redemption of the Series E Convertible Preferred Stock, the Company had 6,172 shares of Series E Convertible Preferred Stock outstanding with an aggregate stated value of $6,172 Prior to the February 2021 Offering, the Company entered the Limited Consent with Jackson, whereby, among other things, Jackson agreed that we may use 75% of the proceeds from the February 2021 Offering to redeem a portion of the 2020 Jackson Note, which at the time had an outstanding principal amount of $32,710, and 25% of the net proceeds from the Offering to redeem a portion of our Series E Convertible Preferred Stock, notwithstanding certain provisions of the Series E Certificate of Designation that would have required us to use all the proceeds from the Offering to redeem the Series E Convertible Preferred Stock On February 5, 2021, the Company also entered into a Limited Waiver and Agreement with Jackson (the “Limited Waiver”), whereby Jackson agreed that it would not convert any shares of the Series E Convertible Preferred Stock or Series E-1 Convertible Preferred Stock into shares of our common stock or exercise any warrants to purchase shares to the extent that doing so would cause the number of our authorized shares of common stock to be less than the number of shares being offered in the Offering. Jackson also waived any event of default under the Series E Certificate of Designation and the 2020 Jackson Note that would have resulted from the Company having an insufficient number of authorized shares of common stock to honor conversions of the Series E Convertible Preferred Stock and the exercise of Jackson’s warrants. On April 8, 2021, the Limited Waiver was extended to June 17, 2021, and on May 6, 2021, the Limited Waiver was extended to June 30, 2021. The limited waiver was not extended further because the Company effected a Reverse Stock Split on June 30, 2021, and such waiver was no longer required. April 2021 Private Placement On April 21, 2021, the Company entered into the April 2021 Purchase Agreement with certain institutional and accredited investors for the issuance and sale of an aggregate of 4,698 1,000 130,491 36.00 The Series F Preferred Stock is convertible into an aggregate of approximately 130,491 36.00 effect a reverse split within a range of 1-into-2 to up to 1-into-20 On June 30, 2021, the Company effectuated the 1-into-6 Reverse Stock Split The net proceeds to the Company from the April 2021 Private Placement were approximately $ 4,200 3,200 19,154 1,000 As the Series F Preferred Stock was issued concurrently with the April 2021 Warrants, the Company evaluated the existence of a beneficial conversion feature (“BCF”) using the effective conversion price for the Preferred Stock based on the proceeds allocated to that instrument. Accordingly, the Company recognized a BCF of $ 1,409 Subject to certain beneficial ownership limitations, the Series F Preferred Stock shall vote on an “as converted” basis on all matters submitted to the holders of Common Stock for approval; provided, however, that solely for purposes of determining the number of votes that the Series F Preferred Stock is entitled to, the “Conversion Price” of the Series F Preferred Stock shall be deemed $ 43.50 no Series G Preferred Stock – Related Party On May 6, 2021, the Company, entered into the Exchange Agreement with Jackson, pursuant to which, among other things, Jackson agreed to exchange 6,172 1,493 The Series G Preferred Stock ranks senior to each of the Company’s common stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, and any other classes and series of stock of the Company now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series G Preferred Stock or which do not specify their rank (which includes the Series F Convertible Preferred Stock). Each share of Series G Preferred Stock is initially convertible into 100 shares of common stock at any time from and after, (i) with respect to the Series G Preferred Stock, the earlier of October 31, 2022, or the occurrence of a default and, (ii) with respect to the Series G-l Convertible Preferred Stock, October 31, 2020. A holder of Series G Preferred Stock is not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock The Series G Preferred Stock carries monthly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance (plus any accrued dividends with respect to the Series E Preferred Stock unpaid as of the date of the Exchange) and (ii) 17% after the occurrence of a default, and (b) a dividend payable in shares of Series G-1 Convertible Preferred Stock. The shares of Series G-1 Convertible Preferred Stock have all the same terms, preferences and characteristics as the Series G Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-1 Convertible Preferred Stock are mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon The Series G Preferred Stock shall vote on an “as converted” basis on all matters submitted to the holders of common stock for approval. While under the terms of the Certificate of Designation governing the Series G Preferred Stock and Series G-1 Preferred Stock, as of July 20, 2021 617,200 156,100 July 2021 Registered Direct Offering and Concurrent Private Placement July 2021 Offerings On July 20, 2021, the company entered into the July 2021 Purchase Agreement with certain institutional investors. Pursuant to the July 2021 Purchase Agreement, the Company sold in the July 2021 Registered Direct Offering, 219,914 34.50 109,957 50% 38.00 The net proceeds from the July 2021 Offerings were approximately $ 6,760 16,077 Pursuant to the engagement letter entered into on December 21, 2020 (as amended, the “Engagement Letter”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the July 2021 Offerings, the Company paid Wainwright an aggregate cash fee equal to 7.5% 1.0% 85 13 16,494 7.5% 5 43.125 125% Jackson Consent In connection with the July 2021 Offerings, on July 22, 2021 the Company entered into a limited consent with Jackson whereby, among other things, Jackson agreed that the Company could effect the July 2021 Offerings and use $ 5,000 Conversion of Series G Convertible Preferred Stock into Senior Debt On July 21, 2021, the Company exchanged its 6,172 1,561 7,733 6,172 1,561 Under the terms of the New Note, the Company is required to pay interest on the New Note at a per annum rate of 12% 17% September 30, 2022 First August 2021 Registered Direct Offering and Concurrent Private Placement On August 5, 2021, the Company entered into the First August 2021 Purchase Agreement with certain institutional investors. Pursuant to the First August 2021 Purchase Agreement, the Company agreed to sell, in a registered direct offering, 138,317 26.425 69,159 50% 25.80 Pursuant to the Engagement Letter, Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the First August 2021 Offerings. The Company paid Wainwright an aggregate cash fee equal to 7.5% 1.0% 50 13 10,374 7.5% 5 33.031 125 The net proceeds to the Company from the First August 2021 Offerings were approximately $ 3,217 3,281 16,730 Second August 2021 Registered Direct Offering and Concurrent Private Placement On August 22, 2021, the Company entered into the Second August 2021 Purchase Agreement with certain institutional investors. Pursuant to the Second August 2021 Purchase Agreement, the Company agreed to sell, in a registered direct offering, 136,048 21.00 68,024 50% 20.40 five years Pursuant to the Engagement Letter, Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the Second August 2021 Offerings. The Company paid Wainwright an aggregate cash fee equal to 7.5% 1.0% 50 13 10,204 7.5% 5 26.25 125% The net proceeds to the Company from the Second August 2021 Offerings were approximately $ 2,466 November 2021 Concurrent Private Placement On October 28, 2021, the Company entered into a securities purchase agreement with certain institutional and accredited investors for the issuance and sale of 468,355 0.00001 468,355 18.50 19.75 Pursuant to the Engagement Letter, Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the November 2021 Private Placement. The Company paid Wainwright a total cash fee equal to 7.5% 1.0% 35 35,127 24.688 Third Amended and Restated Note Purchase Agreement On October 27, 2022, the Company entered into the Third Amended and Restated Note Purchase Agreement with Jackson, which amended and restated the Amended Note Purchase Agreement, dated October 26, 2020, as amended, and issued to Jackson the Jackson Note, with a remaining outstanding principal balance of approximately $ 9.0 In connection with the amendment and restatement, the Company paid Jackson an amendment fee of $ 39 39 100,000 257 24,332 five year 3.06 October 27, 2027 15,093 60.00 3.06 29 Restricted Shares The Company has issued shares of restricted stock to employees and members of the Board under its 2015 Omnibus Incentive Plan, 2016 Omnibus Incentive Plan, 2020 Omnibus Plan and 2021 Omnibus Inventive Plan. Under these plans, the shares are restricted for a period of three years from issuance. As of Fiscal 2022, the Company has issued a total of 68,592 511 374 SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY Weighted Restricted Shares Average Price Per Share Balance at January 2, 2021 1,030 $ 75.00 Granted 19,115 29.20 Vested/adjustments (14,169 ) 29.00 Balance at January 1, 2022 5,976 50.00 Granted 63,000 3.20 Vested/adjustments (384 ) 88.80 Balance at December 31, 2022 68,592 $ 6.72 Series A Preferred Stock – Related Party On May 29, 2015, the Company filed a Certificate of Designations, Preferences and Rights of Series A Preferred Stock with the Nevada Secretary of State, whereby the Company designated 1,663,008 0.00001 10.00 12% Shares of the Series A Preferred Stock were convertible into shares of common stock at the holder’s election at any time prior to December 31, 2020 (the “Redemption Date”), at a conversion rate of one and three tenths (1.3) shares of common stock for every 50 shares of Series A Preferred Stock that the holder elects to convert. Originally the redemption date was December 31, 2018, and this was extended to December 31, 2020 in January 2019. Except as otherwise required by law, the Series A Preferred Stock had no voting rights In the event of a liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred Stock were entitled to receive out of the assets of the Company legally available for distribution, prior to and in preference to distributions to the holders of the Company’s common stock, par value $ 0.00001 The holders were entitled to receive cash dividends at the rate of 12% The Certificate of Designation filed on May 29, 2015, designating the Series A Preferred Stock, was filed in connection with the Company’s issuance of an aggregate of 1,663,008 Up until the Redemption Date, holders may convert their shares into common stock at their election. On the Redemption Date, the Company shall redeem all of the shares of Series A Preferred Stock of each holder, for cash or for shares of common stock in the Company’s sole discretion. If the redemption purchase price is paid in shares of common stock, the holders shall initially receive 0.13 shares of common stock for each $ 500.00 On January 21, 2020, the Company converted the shares of Series A Preferred Stock awarded to Mr. Briand into 271 451 125 125 Series E Preferred Stock The Series E Preferred Stock ranks senior to common stock and any other series or classes of preferred stock now or after issued or outstanding with respect to dividend rights and rights on liquidation, winding up and dissolution. Each share of Series E Preferred Stock was initially convertible into 56.18 10,000 3,000 775 242,500 16.50 3,000 first In the event of liquidation, dissolution or winding up, the holders of the Series E Preferred Stock were entitled to receive out of the Company assets legally available for distribution, prior to and in preference to distributions to the holders of common stock or classes and series of securities which by their terms do not rank senior to the Series E Preferred Stock, and either in preference to or pari passu with the holders of any other series of preferred stock that may be issued in the future that is expressly made senior or pari passu, as the case may be, an amount equal to the stated value of the Series E Preferred Stock plus any accrued but unpaid dividends. On October 23, 2020, the Company filed the second amendment to the Certificate of Designation of the Series E Preferred Stock and Series E-1 Preferred Stock. Under the amended terms, holders of Series E Preferred Stock are entitled to monthly cash dividends on the Company’s Series E Preferred Stock at a per annum rate of 12 50 50 If the PIK Dividend Payment is elected, a holder of Series E Preferred Stock is entitled to additional fee to be paid in shares of the Company’s common stock an amount equal to $100 divided by the average closing price, as reported by Nasdaq of such shares of common stock over the 5 trading days prior to the applicable monthly interest payment date. 5.00 5.00 35.00 35.00 Under the terms of the Amendment, shares of Series E-1 Preferred Stock were convertible into the Company common stock at a conversion rate equal to the liquidation value of each share of Series E-1 Preferred Stock divided by $ 60.00 60,000 60.00 60,000 1,300 shares of Series E Preferred Stock for $1,300, as such there were 11,700 On May 6, 2021, the Company, entered into the Exchange Agreement with Jackson, pursuant to which, among other things, Jackson agreed to exchange 6,172 1,493 0 0 6,172 1,561 7,733 6,172 1,561 0 0 Warrants On December 29, 2020, as partial compensation for Wainwright’s services as underwriter in the December 23, 2020 underwriting agreement, the Company issued to Wainwright’s designees warrants to purchase 6,023 5 49.13 On December 31, 2020, as partial compensation for Wainwright’s services as placement agent in the December 30, 2020 securities purchase agreement, the Company issued to Wainwright’s designees warrants to purchase up to 3,331 5 45.00 On February 9, 2021, as partial compensation for Wainwright’s services as underwriter in the February 9, 2021 underwriting agreement, the Company issued to Wainwright’s designees warrants to purchase 18,214 5 67.50 On April 21, 2021, the Company entered into the April 2021 Purchase Agreement with certain institutional and accredited investors for the issuance and sale of an aggregate of 4,698 1,000 130,491 36.00 As partial compensation for Wainwright’s services as underwriter in the April 21, 2021 underwriting agreement, the Company issued to Wainwright’s designees warrants to purchase 9,787 5 45.00 On July 20, 2021, the Company entered into the July 2021 Purchase Agreement with certain institutional investors. Pursuant to the July 2021 Purchase Agreement, the Company sold in the July 2021 Registered Direct Offering, 219,914 34.50 109,957 50 38.00 As partial compensation for Wainwright’s services as underwriter in the July 20, 2021 underwriting agreement, the Company issued to Wainwright’s designees warrants to purchase 16,494 5 43.125 On August 5, 2021, the Company entered into the First August 2021 Purchase Agreement with certain institutional investors. Pursuant to the First August 2021 Purchase Agreement, the Company agreed to sell, in a registered direct offering, 138,317 26.425 69,159 50 25.80 As partial compensation for Wainwright’s services as underwriter in the First August 2021 Purchase Agreement, the Company issued to Wainwright’s designees warrants to purchase 10,376 5 33.031 On August 22, 2021, the Company entered into the Second August 2021 Purchase Agreement with certain institutional investors. Pursuant to the Second August 2021 Purchase Agreement, the Company agreed to sell, in a registered direct offering, 136,048 21.00 68,024 50 20.40 As partial compensation for Wainwright’s services as underwriter in the Second August 2021 Purchase Agreement, the Company issued to Wainwright’s designees warrants to purchase 10,205 5 26.25 On October 28, 2021, the Company entered into a securities purchase agreement with certain institutional and accredited investors for the issuance and sale of 468,355 0.00001 468,355 18.50 19.75 As partial compensation for Wainwright’s services as underwriter in the Second August 2021 Purchase Agreement, the Company issued to Wainwright’s designees warrants to purchase 35,128 5 24.69 In connection with the private placement consummated in July 2022 (the “July 2022 Private Placement”), on July 7, 2022, the Company entered into warrant amendment agreements (the “Warrant Amendment Agreements”) with each of the nine existing participating investors, which amended warrants to purchase up to 657,858 18.50 38.00 5.85 837 In connection with the Third Amended and Restated Note Purchase Agreement, the Company (i) issued five year warrants to purchase up to an aggregate of 24,332 3.06 October 27, 2027 15,093 60.00 3.06 29 Transactions involving the Company’s warrant issuances are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Number of Average Shares Exercise Price Outstanding at January 2, 2021 26,285 $ 59.40 Issued 995,452 25.97 Exercised (49,242 ) 0.0001 Expired or cancelled — — Outstanding at January 1, 2022 972,495 $ 26.88 Issued 1,404,478 5.83 Exercised — — Expired or cancelled (673,285 ) 26.84 Outstanding at December 31, 2022 1,703,688 $ 9.61 The following table summarizes warrants outstanding as of December 31, 2022: SCHEDULE OF WARRANTS OUTSTANDING Weighted Average Number Remaining Weighted Outstanding Contractual Average Exercise Price and Exercisable Life (years) Exercise price $ 3.06 3,750.00 1,703,688 4.79 $ 9.61 Incentive Plans 2014 Equity Incentive Plan On January 28, 2014, our Board adopted the 2014 Equity Incentive Plan (the “2014 Plan”.) Under the 2014 Plan, we may grant options to employees, directors, senior management of the Company and, under certain circumstances, consultants. The purpose of the 2014 Plan is to retain the services of the group of persons eligible to receive option awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its affiliates. A maximum of 5,000 January 28, 2024 5,000 2015 Omnibus Incentive Plan On September 23, 2015, our Board adopted the 2015 Omnibus Incentive Plan (the “2015 Plan”.) This plan has not been approved by our stockholders. Under the 2015 Plan, we may grant a variety of equity instruments to employees, directors, senior management of the Company and, under certain circumstances, consultants. The purpose of the 2015 Plan is to retain the services of the group of persons eligible to receive option awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its affiliates. The 2015 Plan provides for an aggregate of 9,000 The Plan will have a term of ten years and no further Awards may be granted under the 2015 Plan after that date. As of December 31, 2022, the Company had issued 9,000 0 2016 Omnibus Incentive Plan On October 25, 2016, our Board adopted the 2016 Omnibus Incentive Plan (the “2016 Plan”) to, among other things, attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants and to promote the success of the Company’s business. The 2016 Plan’s terms and conditions are similar to that of the 2015 Plan. On January 26, 2017, our stockholders approved the 2016 Plan, pursuant to which 50,000 125,000 123,428 1,573 A summary of option activity during Fiscal 2022 and Fiscal 2021 of the Company’s 2014 Equity Incentive Plan, 2015 Omnibus Incentive Plan and the 2016 Omnibus Incentive Plan is presented below: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY Weighted Average Options Exercise Price Outstanding at January 2, 2021 1,302 $ 1,665.60 Granted — — Exercised — — Expired or cancelled — — Outstanding at January 1, 2022 1,302 $ 1,665.60 Granted 50,000 7.80 Exercised — — Expired or cancelled — — Outstanding at December 31, 2022 51,302 $ 50.06 During Fiscal 2022 and Fiscal 2021, the Company recorded total share-based payment expense of $ 70 27 The total compensation cost related to options not yet amortized is $ 262 6.08 2019 Long-Term Incentive Plan In January 2019, the Company’s Board approved the 2019 Long-Term Incentive Plan (the “2019 LTIP”). The Board granted 6,084 Units vest upon the following: ● 50 ● 50 SUMMARY OF RELATIONSHIP BETWEEN PERFORMANCE AND THE VESTING RATE Average 2019 Price Vesting Rate <$ 480 0 >$ 480 Pro-rated >=$ 720 Full Vesting On January 8, 2021, the Company issued 2,584 0 4 2020 Omnibus Incentive Plan On June 30, 2020, the Board approved the 2020 Omnibus Incentive Plan (the “2020 Plan”) pursuant to which we may grant equity incentive awards to key employees, key contractors, and non-employee directors of the Company. The 2020 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly or in combination, and that may be paid in cash, shares of our common stock, or a combination of cash and common stock. A total of 12,500 12,500 0 2021 Omnibus Incentive Plan On October 14, 2021, the Company held its 2021 virtual annual meeting of stockholders. At the annual meeting, the Company’s stockholders approved the 2021 Omnibus Incentive Plan, pursuant to which the Company may grant equity incentive awards to key employees, key contractors, and non-employee directors of the Company. The Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly or in combination, and that may be paid in cash, shares of the Company’s common stock, or a combination of cash and common stock. A total of 200,000 On December 27, 2021, the Company held a special meeting of stockholders. At the special meeting, the Company’s stockholders approved an amendment to the Company’s 2021 Omnibus Incentive Plan to increase the number of shares of common stock available for issuance pursuant to awards under the 2021 Plan by an additional 300,000 500,000 As of December 31, 2022, we had issued 148,727 351,273

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 14 – COMMITMENTS AND CONTINGENCIES Employment Agreements The Flood Employment Agreement On January 3, 2014, in connection with our acquisition of Initio, we entered into a services agreement (the “Flood Employment Agreement”) with Brendan Flood. Pursuant to the Flood Employment Agreement, Mr. Flood initially served as Executive Chairman of the Board. Mr. Flood was initially paid a salary of £ 192 50 10 120 400 62.5 1,039,380 2,703 The Flood Employment Agreement had an initial term of five years and automatically renews thereafter unless 12 months’ written notice is provided by either party. It also includes customary non-compete/solicitation language for a period of 12 months after termination of employment, and in the event of a change in control, we may request that Mr. Flood continue employment with the new control entity. In December 2017, upon the reorganization of the Company and departure of Mr. Briand, Mr. Flood’s title was changed to Chairman and he assumed the roles of Chief Executive Officer and President of the Company. On January 1, 2018, the Company increased his salary by the CPI Adjustment. On January 1, 2019, and on January 1, 2020, Mr. Flood was eligible for a CPI salary adjustment and chose to waive this adjustment. Effective January 1, 2020, Mr. Flood’s salary changed to $ 503 75 The Barker Employment Agreement The Company entered into an employment agreement with Alicia Barker that appointed her as our Chief Operating Officer effective July 1, 2018 (the “Barker Employment Agreement”). Ms. Barker also serves as a member of our Board and receives stock compensation for her service as a member of the Board. Under the terms of the Barker Employment Agreement, Ms. Barker currently receives an annual base salary of $ 250 75 275 In the event Ms. Barker is terminated without cause or for good reason (as such terms are defined in the Barker Employment Agreement), Ms. Barker is entitled to receive (subject to certain requirements, including signing a general release of claims): (i) any earned but unpaid base salary and vacation time, as well as unreimbursed expenses, through her termination date; (ii) severance pay in an amount equal to 12 The Barker Employment Agreement also contains customary confidentiality, non-solicitation and non-disparagement clauses. Earn-out Liabilities Pursuant to the acquisition of KRI on August 27, 2018, the purchase price includes earnout consideration payable to the seller of $ 2,027 2,027 10 2,027 4,054 4,054 40 Pursuant to the Headway acquisition that closed on May 18, 2022, the purchase price includes an earnout payment totaling up to $ 4,450 Adjusted EBITDA of $0 or less than $0= no Contingent Payment Adjusted EBITDA of $500 x 2.5 multiple= $1,250 Contingent Payment Adjusted EBITDA of $1,000 x 2.5 multiple= $2,500 Contingent Payment Adjusted EBITDA of $1,800 x 2.5 multiple= $4,500 Contingent Payment Adjusted EBITDA of $2,000 or more x 2.5 multiple= $5,000 Contingent Payment The Company performed an analysis over the contingent payment and prepared a forecast to determine the likelihood of the Adjusted EBITDA payout. The adjusted EBITDA TTM forecast, as of April 2023, is above the $ 2,000 5,000 160 550 4,290 Lease Obligations The Company is party to multiple lease agreements for office space. The agreements require monthly rental payments through September 2029. Total minimum obligations are approximately $ 1,817 1,765 1,649 1,589 1,603 4,168 1,645 989 Legal Proceedings Whitaker v. Monroe Staffing Services, LLC & Staffing 360 Solutions, Inc. On December 5, 2019, former owner of Key Resources, Inc. (“KRI”), Pamela D. Whitaker (“Whitaker” or “Plaintiff”), filed a complaint in Guilford County, North Carolina (the “North Carolina Action”) asserting claims for breach of contract and declaratory judgment against Monroe Staffing Services LLC (“Monroe”) and the Company (collectively, the “Defendants”) arising out of the alleged non-payment of certain earn-out payments and interest purportedly due under a Share Purchase Agreement pursuant to which Whitaker sold all issued and outstanding shares in her staffing agency, KRI, to Monroe in August 2018. Whitaker sought $ 4,054 Defendants removed the action to the Middle District of North Carolina on January 7, 2020, and Plaintiff moved to remand on February 4, 2020. Briefing on the motion to remand concluded on February 24, 2020. Separately, Defendants moved to dismiss the action on January 14, 2020, based on Plaintiff’s failure to state a claim, improper venue, and lack of personal jurisdiction as to defendant Staffing 360 Solutions, Inc. Alternatively, Defendants sought a transfer of the action to the Southern District of New York, based on the plain language of the Share Purchase Agreement’s forum selection clause. Briefing on Defendants’ motion to dismiss concluded on February 18, 2020. On February 28, 2020, Plaintiff moved for leave to file an amended complaint. Defendants filed their opposition to the motion for leave on March 19, 2020. Plaintiff has filed a reply. On June 29, 2020, Magistrate Judge Webster issued a Report and Recommendation on the pending motions, recommending that Defendants’ motion to dismiss be granted with regard to Defendants’ request to transfer the matter to the Southern District of New York, and denied in all other regards without prejudice to Defendants raising those arguments again in the new forum. Magistrate Judge Webster also recommended that Plaintiff’s motion to remand be denied and motion to amend be left to the discretion of the Southern District of New York. Plaintiff filed an objection to the Report and Recommendation on July 9, 2020. Defendants responded on July 23, 2020. On February 19, 2021, the District Court issued a decision that reversed the Magistrate Judge’s Order. The District Court granted Plaintiff’s motion to remand and denied Defendants’ motion to dismiss as moot. Defendants filed a Notice of Appeal to the Fourth Circuit on February 25, 2021, and filed their opening brief on April 21, 2021. Plaintiff filed her response brief on May 21, 2021, and Defendants replied on June 11, 2021. Oral argument was held on March 9, 2022. As of the date of this filing, a decision is pending. Separately, on February 26, 2020, the Company and Monroe filed an action against Whitaker in the United States District Court for the Southern District of New York (Case No. 1:20-cv-01716) (the “New York Action”.) The New York Action concerns claims for breach of contract and fraudulent inducement arising from various misrepresentations made by Whitaker to the Company and Monroe in advance of, and included in, the share purchase agreement. The Company and Monroe are seeking damages in an amount to be determined at trial but in no event less than $ 6,000 On October 13, 2020, the Court denied Whitaker’s motion to dismiss, in part, and granted the motion, in part. The Court rejected Whitaker’s procedural arguments but granted the motion on substantive grounds. However, the Court ordered that Monroe and the Company may seek leave to amend the complaint by letter application by December 1, 2020. Monroe and the Company filed a letter of motion for leave to amend and a proposed Amended Complaint on December 1, 2020. On January 5, 2021, Whitaker filed an opposition to the letter motion. On January 25, 2021, Monroe and the Company filed a reply in further support of the letter motion. On March 9, 2021, the Court granted Monroe and the Company’s motion for leave to amend, in part, and denied the motion, in part. The Court rejected Monroe and the Company’s claim for fraudulent inducement but granted the motion for leave to amend their breach of contract claim. Monroe and the Company filed their amended complaint on March 12, 2021. On April 9, 2021, Whitaker renewed her motion to dismiss on procedural grounds, requesting dismissal of the action or, in the alternative, a stay of the proceeding pending adjudication on the merits of the North Carolina Action. On May 14, 2021, Monroe and the Company filed an opposition to the motion to dismiss. On June 21, 2021, Whitaker filed a reply in further support of the motion. The Court referred the case to Magistrate Judge Moses, who held oral argument on the motion on November 9, 2021. On April 9, 2021, Whitaker renewed her motion to dismiss on procedural grounds, requesting dismissal of the action or, in the alternative, a stay of the proceeding pending adjudication on the merits of the North Carolina Action. On May 14, 2021, Monroe and the Company filed an opposition to the motion to dismiss. On June 21, 2021, Whitaker filed a reply in further support of the motion. The Court referred the case to Magistrate Judge Barbara Moses, who held oral argument on the motion on November 9, 2021. On March 8, 2022, Magistrate Judge Moses stayed the action pending a decision by the Fourth Circuit on the appeal filed by Monroe and the Company in the North Carolina Action. In light of the Fourth Circuit’s issuance of its July 22, 2022, decision and order transferring the North Carolina Action to the Southern District of New York, on August 1, 2022, the parties to the New York Action wrote to the Magistrate overseeing the matter to request a conference to address, inter alia, the resumption of discovery in light of the Fourth Circuit’s Order issued on July 22, 2022. On August 3, 2022, Magistrate Judge Moses lifted the stay previously imposed in the matter and ordered the parties to appear at a teleconference held on August 16, 2022. At the teleconference, the parties agreed that the North Carolina Action would be dismissed following its transfer to the Southern District of New York without prejudice to Whitaker’s right to assert the same causes of action, based on substantially similar allegations, as counterclaims in the New York Action and that Whitaker would have until September 30, 2022, to do so. The Court ordered the parties to submit a stipulation to this effect by August 23, 2022. Per the Court’s Order, on August 22, 2022, the parties filed a stipulation and proposed order whereby the parties agreed that Whitaker would voluntarily dismiss the North Carolina Action, and would reassert the causes of action set forth in the Proposed Amended Complaint filed in the North Carolina Action as counterclaims in the New York Action; and set forth deadlines for the filing of Whitaker’s answer and counterclaims Plaintiffs’ response to such counterclaims. The Court so-ordered that stipulation on August 23, 2022. On September 30, 2022, Whitaker filed an answer and counterclaims, including (1) a cause of action for breach of contract, which was substantially similar to Whitaker’s breach of contract in the North Carolina Action (the “Breach of Contract Counterclaim”), and (2) a cause of action under New York and North Carolina consumer protection statutes, asserting that that Plaintiffs exhibited a pattern and practice in the purchase of businesses similar to KRI by which they allegedly, “endeavor[ ] to acquire the purchased company at a discount of the agreed-upon purchase price by making an initial down payment, then reneging on payment of deferred compensation or earnouts and fabricating a pretextual reason for nonpayment at the time the deferred compensation or earnouts become due” (the Consumer Protection Counterclaim”). For the Consumer Protection Counterclaim, Defendant seeks to recover the full amount of the Earnout Payments ($4,054,396)—the very same damages sought by Defendant’s Contract Counterclaim—as well as trebled damages pursuant to the North Carolina statute, and interest. On October 12, 2022, the parties filed a joint pre-conference statement pursuant to the court’s August 24, 2022, order scheduling an initial case management conference. Pursuant to that order, on October 19, 2022, the Court held an initial case management conference. Later that day, the Court issued an initial case management order which set forth relevant deadlines, including the close of fact discovery on April 21, 2023, and the close of all discovery (including expert discovery) on July 19, 2023. On November 11, 2022, Plaintiffs moved to dismiss the Consumer Protection Counterclaim. Briefing on Plaintiffs’ motion was completed on December 22, 2022. The motion to dismiss remains pending. Monroe and the Company intend to pursue their claims vigorously. Monroe and the Company intend to pursue their claims vigorously. As of the date of this filing, we are not aware of any other material legal proceedings to which we or any of our subsidiaries is a party or to which any of our property is subject, other than as disclosed above.

SEGMENT INFORMATION

SEGMENT INFORMATION	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
SEGMENT INFORMATION	NOTE 15 – SEGMENT INFORMATION In December 2017, the Company reorganized its operations into three reportable segments: Commercial – US; Professional – US and Professional - UK. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT December 31, 2022 January 1, 2022 Years Ended December 31, 2022 January 1, 2022 Commercial Staffing - US $ 108,347 $ 118,879 Professional Staffing - US 76,720 16,519 Professional Staffing - UK 59,850 62,372 Total Revenue $ 244,917 $ 197,770 Commercial Staffing - US $ 19,336 $ 20,801 Professional Staffing - US 13,506 4,476 Professional Staffing - UK 9,927 8,590 Total Gross Profit $ 42,769 $ 33,867 Selling, general and administrative expenses $ (43,236 ) $ (35,305 ) Depreciation and amortization (2,990 ) (2,758 ) Impairment of goodwill (10,000 ) (3,104 ) Interest expense and amortization of debt discount and deferred financing costs (4,485 ) (4,215 ) Re-measurement gain (loss) on intercompany note - (260 ) Gain on business sale - - PPP forgiveness gain - 19,609 Other (loss) income, net 726 (33 ) (Loss) Income Before Provision for Income Tax $ (17,216 ) $ 7,801 For Fiscal 2022 and Fiscal 2021, the Company generated revenue in the U.S. and the U.K. as follows: December 31, 2022 January 1, 2022 United States $ 184,884 $ 135,398 United Kingdom 60,033 62,372 Total Revenue $ 244,917 $ 197,770 For the period ended Fiscal 2022 and Fiscal 2021, the Company has assets in the U.S. and the U.K. as follows: December 31, 2022 January 1, 2022 United States $ 70,970 $ 49,652 United Kingdom 10,689 24,038 Total Assets $ 81,659 $ 73,690 Total assets by segment is not presented as it is not reviewed by the Chief Operating Decision Maker in his evaluation of how to allocate capital and resources. For the period ended Fiscal 2022 and Fiscal 2021, the Company has goodwill in the U.S. and the U.K. as follows: December 31, 2022 January 1, 2022 United States $ 19,891 $ 12,082 United Kingdom - 11,746 Total Goodwill $ 19,891 $ 23,828

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 16 – RELATED PARTY TRANSACTIONS In addition to the Series A Preferred Shares and notes and warrants issued to Jackson, the following are other related party transactions: Board and Committee Members SCHEDULE OF RELATED PARTY TRANSACTIONS Year Ended December 31, 2022 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 100 10,600 $ 34 $ 134 Jeff Grout 100 10,600 34 134 Nick Florio 100 10,600 34 134 Vincent Cebula 100 10,600 34 134 Alicia Barker - 10,600 34 34 Brendan Flood - 10,000 30 30 $ 400 53,000 $ 170 $ 570 Year Ended January 1, 2022 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 88 271 $ 6 $ 94 Jeff Grout 88 271 6 94 Nick Florio 88 271 6 94 Vincent Cebula 50 200 4 54 Alicia Barker - 271 6 6 $ 314 1,284 $ 28 $ 342 Appointment of Directors and Officers On July 29, 2021, the Board of the Company appointed Vincent Cebula to the Board as a Class I director, to fill a vacancy as a result of the increase in the size of the Board from five to six persons. On November 4, 2022, the Board of the Company appointed Mr. Joe Yelenic, Senior Vice President, Corporate Finance, as the principal financial officer of the Company and Mr. Nick Koutsivitis, Senior Vice President, Corporate Controller, as the principal accounting officer of the Company, effective as of the same date.

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	12 Months Ended
	Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	NOTE 17 – SUPPLEMENTAL CASH FLOW INFORMATION SCHEDULE OF CASH FLOW, SUPPLEMENTAL DISCLOSURES Years Ended December 31, 2022 January 1, 2022 Cash paid for: Interest $ 3,833 $ 4,206 Income taxes 150 415 Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 6,825 $ 7,194 Redeemable Series H preferred stock, net 8,265 — Debt discount – Series H preferred stock 735 — Debt discount – Related party note 347 — Earnout liability 5,000 — Goodwill 7,808 — Intangible assets 6,800 — Warrant modification 837 — Deemed dividend — 1,798 Acquisition of Right of Use Assets — 3,527 Conversion of Series E Preferred Stock – Related Party — 6,172 Conversion of Series E-1 Preferred Stock – Related Party — 1,493 Conversion of Series G Preferred Stock – Related Party to debt — 6,172 Conversion of Series G-1 Preferred Stock – Related Party to debt — 1,561

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 18 – INCOME TAXES The components of loss before provision for income taxes for Fiscal 2022 and Fiscal 2021, are as follows: SCHEDULE OF COMPONENTS OF (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES December 31, 2022 January 1, 2022 Domestic $ (9,543 ) $ 14,413 Foreign (7,673 ) (6,612 ) Loss before provision for income taxes $ (17,216 ) $ 7,801 The benefit for income taxes consisted of the following: SCHEDULE OF COMPONENTS OF BENEFIT FOR INCOME TAXES December 31, 2022 January 1, 2022 Current: Federal $ — $ — State 349 84 Foreign — — Total current tax expense $ 349 $ 84 Deferred: Federal $ (29 ) $ 14 State (154 ) 66 Foreign (388 ) (521 ) Total deferred tax expense (571 ) (441 ) Total tax benefit $ (222 ) $ (357 ) The difference between the income tax benefit on income (loss) and the amount computed at the U.S. federal statutory rate is due to: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION December 31, 2022 January 1, 2022 Expense at Federal Statutory Rate $ (3,615 ) 21.00 % $ 1,638 21.00 % State taxes, net (62 ) 0.36 % (642 ) - 8.23 % Foreign operations 153 -0.89 % 132 1.70 % UK goodwill impairment 1,900 -11.04 % - - Permanent differences 116 -0.67 % 598 7.67 % PPP Loan - 0.00 % (4,118 ) - 52.79 % True-up adjustments 813 6.56 % 1,332 17.07 % Change in valuation allowance 608 -3.53 % 559 7.17 % Other (135 ) 10.5 % 144 1.83 % Total Tax Benefit for Income Taxes $ (222 ) 1.28 % $ (357 ) - 4.58 % The Company’s effective tax rate differed from the U.S. federal statutory rate primarily due to mix of pre-tax income (loss) results by jurisdictions taxed at different rates than 21 Deferred income taxes are provided for the tax effect of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. Significant components of the Company’s deferred tax assets and (liabilities) are as follows: SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES) December 31, 2022 January 1, 2022 Deferred tax assets Net operating loss carryforward $ 13,356 $ 8,220 Tax credit, deduction and capital loss carryforward 3,212 2,417 Share-based compensation 503 478 Debt issuance costs - 18 Accrued expenses and other liabilities 1,276 1,256 Interest limitation and carryforward 7,546 7,534 Operating lease liabilities 1,657 1,478 Total deferred tax assets 27,550 21,401 Less: valuation allowance (23,383 ) (17,646 ) Deferred tax assets, net of valuation allowance $ 4,167 $ 3,755 Deferred tax liabilities: Deprecation $ (1,507 ) $ (1,472 ) Basis differences in acquired intangibles (1,347 ) (1,618 ) Debt issuance costs (9 ) - Operating lease - Right-of-use assets (1,482 ) (1,415 ) Total deferred tax liabilities (4,345 ) (4,505 ) Deferred tax liability $ (178 ) $ (750 ) During Fiscal 2022 and Fiscal 2021, the Company has federal net operating losses (“NOLs”) of $ 29,635 18,720 29,635 1,279 2028 19,802 7,220 100% 147,413 60,793 2028 5,346 5,035 7,531 7,531 2023 76 76 Effective for the year ended December 28, 2018, the Tax Act resulted in a new limitation on interest expense under IRC Section 163(j). New IRC Section 163(j) limits the Company’s annual deduction of interest expense to the sum of business interest income and 30 percent of the adjusted taxable income of the Company. As a result of the CARES Act the limitation has been increased to 50% for tax years 2019 and 2020 3,077 The Company has not recorded deferred taxes or withholding taxes for any undistributed foreign earnings, nor have any taxes been provided for the outside basis difference inherent in these entities as the Company’s assertion is to indefinitely reinvest in foreign operations. It is not practicable to estimate any taxes to be provided on outside basis differences at this time. Based on the amount of foreign undistributed earnings through December 31, 2022, we believe any such tax liability would be insignificant to the financial statements. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating loss carryforwards can be utilized. We consider the level of historical taxable income, scheduled reversal of temporary differences, tax planning strategies, and projected future taxable income in determining whether a valuation allowance is warranted. During Fiscal 2022, the Company maintained a valuation allowance against its U.S. and U.K. deferred tax assets. The Company’s valuation allowance increased by $ 5,737 5,129 During Fiscal 2022, we maintained our federal and state tax attributes for unrecognized tax benefits related primarily to the treatment of stock compensation and stock options. If recognized, $ 716 SCHEDULE OF UNRECOGNIZED TAX BENEFITS Fiscal 2022 Fiscal 2021 Beginning balance $ 697 $ 656 Additions for tax positions of prior years 19 41 Reductions for tax positions of prior years — — Loss before provision for income taxes $ 716 $ 697 It is reasonably possible that the amount of the unrecognized tax benefits with respect to our unrecognized tax positions will increase or decrease in the next 12 months. However, quantification of an estimated range cannot be made at this time. The Company has accrued zero interest and penalties as of December 31, 2022 and January 1, 2022. The Company files its tax returns in the U.S., United Kingdom and certain state and local tax jurisdictions with various statutes of limitations. The Company has no tax years subject to audit by certain jurisdictions at this time. To the extent utilized in future years’ tax returns, all NOLs carryforwards will remain subject to examination until the respective tax year is closed.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 19 – SUBSEQUENT EVENTS On February 7, 2023, the Company entered into a securities purchase agreement with an institutional, accredited investor for the issuance and sale, in a best efforts public offering, of (i) 315,000 0.00001 1,569,516 2.6532 2.6522 Subject to certain limitations described in the Pre-Funded Warrants, the Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.001 per share any time until all of the Pre-Funded Warrants are exercised in full. A holder will not have the right to exercise any portion of the Warrants or the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% or 9.99%, respectively (or at the election of the holder of the Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants or the Pre-Funded Warrants, respectively. However, upon notice from the holder to the Company, the holder may increase the beneficial ownership limitation pursuant to the Warrants, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company In connection with the Offering, the Investor entered into a warrant amendment agreement with the Company to amend the exercise price of certain existing warrants to purchase up to an aggregate of 876,654 5.85 2.47 The Company intends to utilize the net proceeds from the Offering for general working capital purposes. H.C. Wainwright & Co., LLC acted as the Company’s exclusive placement agent in connection with the Offering, pursuant to that certain engagement letter, dated as of January 4, 2023, as amended, between the Company and Wainwright. Pursuant to the engagement letter, the Company paid Wainwright (i) a cash fee equal to 7.5 1.0 141,339 3.3165 The Units, the Pre-Funded Units, the Shares, the Pre-Funded Warrants, the Warrants, the Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares were offered by the Company pursuant to a Registration Statement on Form S-1, as amended (File No. 333-269308), initially filed on January 20, 2023 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and declared effective on February 7, 2023.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”), expressed in U.S. dollars. All amounts are in thousands, except share and par values, unless otherwise indicated. The accompanying consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. All significant intercompany balances and transactions have been eliminated in consolidation.
Year End	Year End The Company’s fiscal year end follows a 52-53-week year ending on the Saturday closest to the 31 st
Liquidity	Liquidity The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. The accompanying financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with our lenders will remain available to us. As shown in the accompanying financial statements as of the year ended December 31, 2022, the Company has an accumulated deficit of $ 101,015 20,050 18,265 1,992 Further, our note issued to Jackson Investment Group LLC includes certain financial customary covenants and the Company has had instances of non-compliance. Management has historically been able to obtain from Jackson waivers of any non-compliance and management expects to continue to be able to obtain necessary waivers in the event of future non-compliance; however, there can be no assurance that the Company will be able to obtain such waivers, and should Jackson refuse to provide a waiver in the future, the outstanding debt under the agreement could become due immediately, which exceeds our current cash balance. The entire outstanding principal balance of the 2020 Jackson Note, which is $ 9,016 October 14, 2024 32,500 September 6, 2024
Going Concern	Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. Historically, the Company has funded such payments either through cash flow from operations or the raising of capital through additional debt or equity. If the Company is unable to obtain additional capital, such payments may not be made on time. The Company’s negative working capital and liquidity position combined with the uncertainty generated by the economic reaction to the COVID-19 pandemic raise substantial doubt about the Company’s ability to continue as a going concern.
COVID-19	COVID-19 The novel Coronavirus disease 2019 (“COVID-19”) and its ongoing effects are continuing to impact worldwide economic activity, and activity in the U.S and the U.K. where our operations are based. The nature of work of the contractors we support mostly are on the site of our clients. Given that the magnitude and duration of COVID-19’s impact on our business and operations remain uncertain, the continued spread of COVID-19 (including the emergence and persistence of variants relating thereto) and the imposition of related public health containment measures and travel and business restrictions could have a material adverse impact on our business, financial condition, operating results, and cash flows. While workforce disruptions relating to COVID-19 had largely subsided by the end of Fiscal 2022, a renewed spread of new and more infectious strains of COVID-19 or other viruses can negatively impact revenue in fiscal year 2023 and the Company’s overall liquidity. The full impact of the COVID-19 pandemic and its ongoing effects continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, industry, and workforce. Given the daily evolution of the COVID-19 pandemic, its ongoing effects and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2023. The Company’s negative working capital and liquidity position combined with the uncertainty generated by the economic reaction to the COVID-19 pandemic and its ongoing effects contribute to the substantial doubt about the Company’s ability to continue as a going concern.
PPP Loan	PPP Loan On March 27, 2020, the U.S. President signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. On May 12, 2020, Monroe Staffing Services, LLC (“Monroe”), an indirect subsidiary of the Company, entered into a note (the “May 12 Note”) with Newton Federal Bank (the “Bank”), pursuant to the PPP of the CARES Act administered by the SBA. The principal amount of the May 12 Note was $ 10,000 In accordance with the requirements of the CARES Act, the Company and Monroe (collectively, the “May 12 Note Borrowers”) used the proceeds from the May 12 Note in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on the May 12 Note at the rate of 1.00 Prior to forgiveness under the PPP, the May 12 Note was to mature two years following the date of issuance of the May 12 Note and included a period for the first ten months during which time required payments of interest and principal are deferred. Beginning on the eleventh month following the date of the May 12 Note, the May 12 Note Borrowers would be required to make 14 monthly payments of principal and interest. The May 12 Note may be prepaid at any time prior to maturity. The May 12 Note provided for customary events of default, including, among others, those relating to breaches of obligations under the May 12 Note, including a failure to make payments, any bankruptcy or similar proceedings involving the May 12 Note Borrowers, and certain material effects on the May 12 Note Borrowers’ ability to repay the May 12 Note. The May 12 Note Borrowers did not provide any collateral or guarantees for the May 12 Note. On May 25, 2021, the Company was notified by its lender, Affinity Bank, that the May 12 Note, in the amount of $ 10,000 105 On May 20, 2020, Key Resources Inc. (“KRI”), Lighthouse Placement Services, LLC (“LH”) and Staffing 360 Georgia, LLC (“SG”), each a wholly owned direct or indirect subsidiary of the Company, entered into the following notes, each dated May 20, 2020, with the Bank, pursuant to the PPP of the CARES Act administered by the SBA. KRI entered into a note (the “KRI Note”) for the principal amount of approximately $ 5,443 1,890 2,063 9,395 In accordance with the requirements of the CARES Act, the Company, KRI, LH and SG (collectively, the “May 20 Note Borrowers”) used the proceeds from the May 20 Notes in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on each of the May 20 Notes at the rate of 1.00 Prior to any forgiveness under the PPP, each of the May 20 Notes was to mature two years following the date of issuance of the May 20 Notes and included a period for the first ten months during which time required payments of interest and principal are deferred. Beginning on the eleventh month following the date of each of the May 20 Notes, the May 20 Note Borrowers were required to make 14 monthly payments of principal and interest. The May 20 Notes could be prepaid at any time prior to maturity. The May 20 Notes provide for customary events of default, including, among others, those relating to breaches of obligations under the May 20 Notes, including a failure to make payments, any bankruptcy or similar proceedings involving the Borrowers, and certain material effects on the Borrowers’ ability to repay the May 20 Notes. The May 20 Note Borrowers did not provide any collateral or guarantees for the May 20 Notes. The application for these funds required the Company to certify in good faith that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The Company made this good faith assertion based upon the adverse impact the COVID-19 pandemic had on our business and the degree of uncertainty introduced to the capital markets. While the Company has made this assertion in good faith based upon all available guidance, management continued to assess their continued qualification as and when updated guidance was released by the Treasury Department. On July 14, 2021, the Company was notified by its lender, Affinity Bank, that the May 20 Notes for the Company’s subsidiaries KRI, LH and SG, in the amounts of $ 5,443 1,890 2,063 63 22 24 Effective March 27, 2020, the Company deferred Federal Insurance Contributions Act taxes under the CARES Act section 2302. Payment of these tax deferrals of $ 2,473 2,473 2,465 509 507 988 593 The Headway Acquisition balance sheet includes outstanding deferred Federal Insurance Contributions Act taxes under the CARES Act Section 2302. Headway deferred a total of $ 2,462 1,225 1,237 145 51 1,039
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. Significant estimates for Fiscal 2022 and Fiscal 2021 include the valuation of intangible assets, including goodwill, liabilities associated with earn-out obligations, testing long-lived assets for impairment and valuation reserves against deferred tax assets.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has primarily two main forms of revenue – temporary contractor revenue and permanent placement revenue. Temporary contractor revenue is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly or daily basis. The contracts stipulate weekly or monthly billing, and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date. Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the customer may be refunded if the employee is terminated within a short period of time, however this has historically been infrequent, and immaterial upon occurrence. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which point control has transferred to the customer. Revenue in Fiscal 2022 was comprised of $ 239,273 5,644 192,756 5,014
Taxes Collected from Customers and Remitted to Governmental Agencies	Taxes Collected from Customers and Remitted to Governmental Agencies The Company records taxes on customer transactions due to governmental agencies as a receivable and a liability on the consolidated balance sheets. Sales taxes are recorded net on the consolidated statement of operations.
Advertising Costs	Advertising Costs Costs for advertising are expensed when incurred. Advertising expenses for the Company were $ 1,444 803
Legal Contingencies and Expenses	Legal Contingencies and Expenses From time to time, the Company may become involved in various claims, disputes and legal or regulatory proceedings that arise in the ordinary course of business and relate to contractual and other obligations. The Company assesses its potential contingent and other liabilities by analyzing its claims, disputes and legal and regulatory matters using all available information and developing its views on estimated losses in consultation with its legal and other advisors. The Company determines whether a loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. If the contingency is not probable or cannot be reasonably estimated, disclosure of the contingency shall be made when there is at least a reasonable possibility that a loss may be incurred. Expenses associated with legal contingencies are expensed as incurred.
Restructuring Charges	Restructuring Charges The Company records a liability for significant costs associated with exit or disposal activities, including lease termination costs, certain employee severance costs associated with formal restructuring plans, facility closings or other similar activities and related asset impairments, when the liability is incurred. The determination of when the Company accrues for severance and related costs depends on whether the termination benefits are provided under a one-time benefit arrangement or under an ongoing benefit arrangement. Where the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, it recognizes severance costs when they are both probable and estimable. Costs associated with restructuring actions that include one-time severance benefits are only recorded once a liability has been incurred, including when management with the proper level of authority has committed to a restructuring plan and the plan has been communicated to employees. These charges are included in operational restructuring and other charges on the consolidated statements of operations. Other charges include knowledge transfer costs directly related to the restructuring initiatives and are expensed as incurred.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. Cash and cash equivalents held at financial institutions may at times exceed federally insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. The Company had no
Accounts Receivable	Accounts Receivable Accounts receivables are presented net of an allowance for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current creditworthiness and current economic trends. Accounts are written off after all efforts to collect have been exhausted. As of the end of Fiscal 2022 and the end of Fiscal 2021, the Company had an allowance for doubtful accounts of $ 102 60
Income Taxes	Income Taxes The Company utilizes Accounting Standards Codification (“ASC”) Topic 740, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax 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. The Company applies the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of the date of this filing, the Company is current on all corporate, federal and state tax returns. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense.
Foreign Currency Translation	Foreign Currency Translation Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using the exchange rate in effect at the balance sheet date and equity is translated at historical rate. Results of operations are translated using average exchange rates. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders’ equity (accumulated other comprehensive income), while gains and losses resulting from foreign currency transactions are included in operations.
Deferred Financing Costs	Deferred Financing Costs Costs incurred in connection with obtaining certain financing are deferred and amortized on an effective interest method basis over the term of the related obligation. In accordance with Accounting Standards Update (“ASU”) 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs,” debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount.
Business Combinations	Business Combinations In accordance with ASC 805, “Business Combinations,” the Company records acquisitions under the purchase method of accounting, under which the acquisition purchase price is allocated to the assets acquired and liabilities assumed based upon their respective fair values. The Company utilizes management estimates and, in some instances, may retain the services of an independent third-party valuation firm to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration granted. Such estimates and valuations require us to make significant assumptions, including projections of future events and operating performance.
Fair Value of Financial Instruments	Fair Value of Financial Instruments In accordance with ASC 820, “Fair Value Measurements and Disclosures,” the Company measures and accounts for certain assets and liabilities at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements and establishes a framework for measuring fair value and standards for disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as 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 for which there is little or no market data, which require the use of the reporting entity’s own assumptions. There were no Level 1or 2 assets or liabilities or Level 3 assets in any period. The Company’s Level 3 liabilities were its warrants issued to Jackson and contingent consideration in connection with acquisitions. The table below represents a rollforward of the Level 3 contingent consideration: SUMMARY OF ROLL-FORWARD OF LEVEL 3 CONTINGENT CONSIDERATION Contingent Consideration Balance at January 2, 2021 $ 4,054 KRI deferred consideration - Balance at January 1, 2022 $ 4,054 KRI deferred consideration - Headway deferred consideration 4,290 Balance at December 31, 2022 $ 8,344 Cash is considered to be highly liquid and easily tradable and therefore classified as Level 1 within our fair value hierarchy. ASC 825-10-25, “Fair Value Option” expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.
Property and Equipment	Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line method over the estimated useful lives for each category as follows: SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT Computers 3 5 Computer equipment 3 5 Network equipment 3 5 Software 3 5 Office equipment 3 7 Furniture and fixtures 3 7 Leasehold improvements 3 5 Amortization of leasehold improvements is computed using the straight-line method over the shorter of the life of the lease or the estimated useful life of the assets. Maintenance and repairs are charged to expense as incurred. Major improvements are capitalized. At the time of retirement or disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in Other income/(expenses.)
Long-Lived Assets	Long-Lived Assets In accordance with ASC 360 “Property, Plant, and Equipment,” the Company periodically reviews its long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount. The amount of impairment is measured as the difference between the estimated fair value and the book value of the underlying asset.
Goodwill	Goodwill Goodwill relates to amounts that arose in connection with various acquisitions and represents the difference between the purchase price and the fair value of the identifiable intangible and tangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, a decline in the equity value of the business, a significant adverse change in certain agreements that would materially affect reported operating results, business climate or operational performance of the business and an adverse action or assessment by a regulator. In accordance with ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350) Testing Goodwill for Impairment, or ASU 2011-08, the Company is required to review goodwill by reporting unit for impairment at least annually or more often if there are indicators of impairment present. During the year ended December 31, 2022, the Company changed its annual measurement date from the last day of the fiscal year end to the first day of the fiscal fourth quarter. A reporting unit is either the equivalent of, or one level below, an operating segment. The Company early adopted the provisions in ASU 2017-04, which eliminates the second step of the goodwill impairment test. As a result, the Company’s goodwill impairment tests include only one step, which is a comparison of the carrying value of each reporting unit to its fair value, and any excess carrying value, up to the amount of goodwill allocated to that reporting unit, is impaired. The carrying value of each reporting unit is based on the assignment of the appropriate assets and liabilities to each reporting unit. Assets and liabilities were assigned to each reporting unit if the assets or liabilities are employed in the operations of the reporting unit and the asset and liability is considered in the determination of the reporting unit fair value. The Company recognized an impairment with respect to its Staffing UK 10,000 during the quarter ended December 31, 2022. The impairment resulted from a continued decline in that reporting unit’s revenue which experienced significant and prolonged declines as a result of the COVID-19 pandemic. To determine the impairment, the Company employed a combination of market approach (valuations using comparable company multiples), income approach (discounted cash flow analysis) and prevailing market conditions to derive the fair value of the reporting unit. Under ASU 2017-04, which the Company early adopted, the impairment amount represents the excess of the carrying value over the fair value of the reporting unit.
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, “Derivative and Hedging.” Accounting standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Original issue discounts (“OID”) under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control and could require net cash settlement, then the contract shall be classified as an asset or a liability.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718, “Compensation – Stock Compensation,” which requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASU 2018-07 - Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants the Company has privately placed were estimated using a Black Scholes model. Refer to Note 12 for further details.
Treasury Stock Method	Treasury Stock Method The Company is using the treasury stock method in our calculation of diluted earnings per share. Due to this application, the warrants and options outstanding are anti-dilutive due to their strike price in relation to the Company’s stock price.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) No. 2020-06 August 2020 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company adopted this ASU in this fiscal year. This standard did not have an impact on our consolidated financial statements. On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis. This ASU replaces the probable, incurred loss model for those assets. On November 15, 2019, the FASB delayed the effective date of FASB ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022, for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company is currently evaluating the impacts of this pronouncement and does not expect it to have a material impact on the financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF ROLL-FORWARD OF LEVEL 3 CONTINGENT CONSIDERATION	The table below represents a rollforward of the Level 3 contingent consideration: SUMMARY OF ROLL-FORWARD OF LEVEL 3 CONTINGENT CONSIDERATION Contingent Consideration Balance at January 2, 2021 $ 4,054 KRI deferred consideration - Balance at January 1, 2022 $ 4,054 KRI deferred consideration - Headway deferred consideration 4,290 Balance at December 31, 2022 $ 8,344
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT	SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT Computers 3 5 Computer equipment 3 5 Network equipment 3 5 Software 3 5 Office equipment 3 7 Furniture and fixtures 3 7 Leasehold improvements 3 5

EARNINGS (LOSS) PER COMMON SH_2

EARNINGS (LOSS) PER COMMON SHARE (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
SCHEDULE OF EARNINGS PER SHARE,BASIC AND DILUTED	The following table sets forth the components used in the computation of basic and diluted income per share: SCHEDULE OF EARNINGS PER SHARE,BASIC AND DILUTED Fiscal Years Ended December 31, 2022 January 1, 2022 Numerator: Net (Loss) Income $ (16,994 ) $ 8,158 Less: Dividends paid to Series E, E-1, G, G-1 preferred shareholders - 795 Less: Deemed dividend - 1,798 Less: Net income allocated to participating equity - 2,395 Net (Loss) Income Attributable to Common Equity $ (16,994 ) $ 3,170 Effect of dilutive securities: Add: Dividends paid to Series E, E-1, G, G-1 preferred shareholders - 795 Net income available to commons and preferred shareholders for diluted earnings per share $ (16,994 ) $ 3,965 Denominator: Weighted average basic common shares outstanding 2,113,509 952,207 Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive) - 104,387 Total weighted average common shares outstanding if preferred shares converted to common shares 2,113,509 1,056,594 Effect of dilutive securities: Restricted shares - 5,947 Weighted average diluted shares outstanding 2,113,509 1,062,541 (Loss) Income per common share: Basic $ (8.04 ) $ 3.30 Diluted $ (8.04 ) $ 3.70

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 January 1, 2022 Computer software $ 1,323 $ 432 Office equipment 667 587 Computer equipment 662 702 Furniture and fixtures 1,434 1,181 Leasehold improvements 1,250 650 Total property and equipment, gross 5,336 3,552 Accumulated depreciation (4,105 ) (2,687 ) Total property and equipment, net $ 1,230 $ 865

OTHER NON-CURRENT ASSETS (Table

OTHER NON-CURRENT ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
Investments, All Other Investments [Abstract]
SCHEDULE OF OTHER NON-CURRENT ASSETS	The following provides a breakdown of other non-current assets: SCHEDULE OF OTHER NON-CURRENT ASSETS December 31, 2022 January 1, 2022 Collateral associated with workers’ compensation insurance $ 6,027 $ 3,072 Other non-current assets 674 434 Total $ 6,701 $ 3,506

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF BREAKDOWN OF INTANGIBLE ASSETS	The following provides a breakdown of intangible assets as of: SCHEDULE OF BREAKDOWN OF INTANGIBLE ASSETS Tradenames Non-Compete Customer Relationships Total December 31, 2022 Tradenames Non-Compete Customer Relationship Total Intangible assets, gross $ 10,759 $ 2,467 $ 26,170 $ 39,397 Accumulated amortization (5,608 ) (2,467 ) (13,936 ) (22,011 ) Intangible assets, net $ 5,151 $ - $ 12,234 $ 17,385 Tradenames Non-Compete Customer Relationships Total January 1, 2022 Tradenames Non-Compete Customer Relationship Total Intangible assets, gross $ 9,553 $ 2,497 $ 21,725 $ 33,775 Accumulated amortization (4,969 ) (2,497 ) (12,660 ) (20,126 ) Intangible assets, net $ 4,584 $ - $ 9,065 $ 13,649
SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE FISCAL YEARS	As of December 31, 2022, estimated annual amortization expense for each of the next five fiscal years is as follows: SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE FISCAL YEARS Fiscal year ended December Amount 2023 $ 2,632 2024 2,632 2025 2,564 2026 2,421 2027 2,421 Thereafter 4,715 Total $ 17,385

GOODWILL (Tables)

GOODWILL (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL	The following table provides a roll forward of goodwill: SCHEDULE OF GOODWILL December 31, 2022 January 1, 2022 Beginning balance, gross $ 31,478 $ 31,591 Acquisition 7,808 - Accumulated disposition (1,577 ) (1,577 ) Accumulated impairment losses (16,073 ) (6,073 ) Currency translation adjustment (1,745 ) (113 ) Ending balance, net $ 19,891 $ 23,828
SCHEDULE OF GOODWILL REPORTABLE BY SEGMENT	Goodwill by reportable segment is as follows: SCHEDULE OF GOODWILL REPORTABLE BY SEGMENT December 31, 2022 January 1, 2022 Professional Staffing – US $ 14,031 $ 6,222 Commercial Staffing – US 5,860 5,860 Professional Staffing – UK - 11,746 Ending balance, net $ 19,891 $ 23,828

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES	The following provides a breakdown of accounts payable and accrued expenses: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2022 January 1, 2022 Accounts payable $ 1,168 $ 2,749 Accrued payroll, taxes and bonuses 11,838 8,594 Other accrued expenses 3,520 1,189 Total $ 16,526 $ 12,532

ACQUISITION (Tables)

ACQUISITION (Tables)	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE FAIR VALUE	The following table summarizes the allocation of the purchase price of the fair value of the assets acquired and liabilities assumed at the date of the acquisition: SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE FAIR VALUE Current assets $ 10,111 Fixed assets 150 Other non-current assets 5,394 Intangible assets 6,800 Goodwill 7,808 Current liabilities (15,523 ) Other non-current liabilities (2,011 ) Consideration $ 12,729

DEBT (Tables)

DEBT (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
SCHEDULE OF DEBT	SCHEDULE OF DEBT December 31, 2022 January 1, 2022 Jackson Investment Group - related party $ 9,016 $ 8,949 Redeemable Series H Preferred Stock 9,000 - HSBC term loan 249 809 Total debt, gross 18,265 9,758 Less: Debt discount and deferred financing costs, net (962 ) (256 ) Total Debt, net 17,303 9,502 Less: Non-current portion - related party (8,661 ) - Less: Non-current portion (8,393 ) (279 ) Total Current debt, net $ 249 $ 9,223

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2022
Leases
SCHEDULE OF LEASE, COST	Quantitative information regarding the Company’s leases for Fiscal 2022 is as follows: SCHEDULE OF LEASE, COST Lease Cost Classification December 31, 2022 Operating lease cost SG&A Expenses $ 1,664 Other information Weighted average remaining lease term (years) 6.00 Weighted average discount rate 6.30 %
SCHEDULE OF OPERATING LEASE LIABILITY MATURITY	SCHEDULE OF OPERATING LEASE LIABILITY MATURITY Future Lease Payments 2023 $ 1,817 2024 1,765 2025 1,649 2026 1,589 2027 1,603 Thereafter 4,167 Total $ 12,590 Less: Imputed Interest 2,762 Operating lease, liability $ 9,828 Leases - Current $ 1,188 Leases - Non current $ 8,640

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	12 Months Ended
	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
SCHEDULE OF STOCKHOLDERS EQUITY	The Company issued the following shares of common stock during Fiscal 2022: SCHEDULE OF STOCKHOLDERS EQUITY Number of Common Shares Fair Value of Shares Fair Value at Issuance (minimum and maximum Shares issued to/for: Issued Issued per share) Equity raise 657,858 $ 4,013 $ 6.10 $ 6.10 Board and committee members 63,000 201 3.02 9.65 Related party shares 100,000 257 2.57 2.57 Consultants 36,000 113 3.02 7.40 856,858 $ 4,584 The Company issued the following shares of common stock during Fiscal 2021: Number of Common Shares Fair Value of Shares Fair Value at Issuance (minimum and maximum Shares issued to/for: Issued Issued per share) Equity raise 1,326,887 $ 43,019 $ 19.75 $ 5.40 Board and committee members 1,281 24 8.59 5.16 Long Term Incentive Plan 2,584 316 82.20 1.84 Consultants 166 3 18.40 - Employees 15,251 320 9.04 5.40 Conversion of Series F 130,490 - - - Conversion of Series A 451 - - - 1,477,110 $ 43,682
SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY	SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY Weighted Restricted Shares Average Price Per Share Balance at January 2, 2021 1,030 $ 75.00 Granted 19,115 29.20 Vested/adjustments (14,169 ) 29.00 Balance at January 1, 2022 5,976 50.00 Granted 63,000 3.20 Vested/adjustments (384 ) 88.80 Balance at December 31, 2022 68,592 $ 6.72
SCHEDULE OF WARRANTS ACTIVITY	Transactions involving the Company’s warrant issuances are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Number of Average Shares Exercise Price Outstanding at January 2, 2021 26,285 $ 59.40 Issued 995,452 25.97 Exercised (49,242 ) 0.0001 Expired or cancelled — — Outstanding at January 1, 2022 972,495 $ 26.88 Issued 1,404,478 5.83 Exercised — — Expired or cancelled (673,285 ) 26.84 Outstanding at December 31, 2022 1,703,688 $ 9.61
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY	SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY Weighted Average Options Exercise Price Outstanding at January 2, 2021 1,302 $ 1,665.60 Granted — — Exercised — — Expired or cancelled — — Outstanding at January 1, 2022 1,302 $ 1,665.60 Granted 50,000 7.80 Exercised — — Expired or cancelled — — Outstanding at December 31, 2022 51,302 $ 50.06
SUMMARY OF RELATIONSHIP BETWEEN PERFORMANCE AND THE VESTING RATE	SUMMARY OF RELATIONSHIP BETWEEN PERFORMANCE AND THE VESTING RATE Average 2019 Price Vesting Rate <$ 480 0 >$ 480 Pro-rated >=$ 720 Full Vesting
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
SCHEDULE OF WARRANTS OUTSTANDING	The following table summarizes warrants outstanding as of December 31, 2022: SCHEDULE OF WARRANTS OUTSTANDING Weighted Average Number Remaining Weighted Outstanding Contractual Average Exercise Price and Exercisable Life (years) Exercise price $ 3.06 3,750.00 1,703,688 4.79 $ 9.61

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT	In December 2017, the Company reorganized its operations into three reportable segments: Commercial – US; Professional – US and Professional - UK. SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT December 31, 2022 January 1, 2022 Years Ended December 31, 2022 January 1, 2022 Commercial Staffing - US $ 108,347 $ 118,879 Professional Staffing - US 76,720 16,519 Professional Staffing - UK 59,850 62,372 Total Revenue $ 244,917 $ 197,770 Commercial Staffing - US $ 19,336 $ 20,801 Professional Staffing - US 13,506 4,476 Professional Staffing - UK 9,927 8,590 Total Gross Profit $ 42,769 $ 33,867 Selling, general and administrative expenses $ (43,236 ) $ (35,305 ) Depreciation and amortization (2,990 ) (2,758 ) Impairment of goodwill (10,000 ) (3,104 ) Interest expense and amortization of debt discount and deferred financing costs (4,485 ) (4,215 ) Re-measurement gain (loss) on intercompany note - (260 ) Gain on business sale - - PPP forgiveness gain - 19,609 Other (loss) income, net 726 (33 ) (Loss) Income Before Provision for Income Tax $ (17,216 ) $ 7,801 For Fiscal 2022 and Fiscal 2021, the Company generated revenue in the U.S. and the U.K. as follows: December 31, 2022 January 1, 2022 United States $ 184,884 $ 135,398 United Kingdom 60,033 62,372 Total Revenue $ 244,917 $ 197,770 For the period ended Fiscal 2022 and Fiscal 2021, the Company has assets in the U.S. and the U.K. as follows: December 31, 2022 January 1, 2022 United States $ 70,970 $ 49,652 United Kingdom 10,689 24,038 Total Assets $ 81,659 $ 73,690 Total assets by segment is not presented as it is not reviewed by the Chief Operating Decision Maker in his evaluation of how to allocate capital and resources. For the period ended Fiscal 2022 and Fiscal 2021, the Company has goodwill in the U.S. and the U.K. as follows: December 31, 2022 January 1, 2022 United States $ 19,891 $ 12,082 United Kingdom - 11,746 Total Goodwill $ 19,891 $ 23,828

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS	SCHEDULE OF RELATED PARTY TRANSACTIONS Year Ended December 31, 2022 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 100 10,600 $ 34 $ 134 Jeff Grout 100 10,600 34 134 Nick Florio 100 10,600 34 134 Vincent Cebula 100 10,600 34 134 Alicia Barker - 10,600 34 34 Brendan Flood - 10,000 30 30 $ 400 53,000 $ 170 $ 570 Year Ended January 1, 2022 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 88 271 $ 6 $ 94 Jeff Grout 88 271 6 94 Nick Florio 88 271 6 94 Vincent Cebula 50 200 4 54 Alicia Barker - 271 6 6 $ 314 1,284 $ 28 $ 342

SUPPLEMENTAL CASH FLOW INFORM_2

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	12 Months Ended
	Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]
SCHEDULE OF CASH FLOW, SUPPLEMENTAL DISCLOSURES	SCHEDULE OF CASH FLOW, SUPPLEMENTAL DISCLOSURES Years Ended December 31, 2022 January 1, 2022 Cash paid for: Interest $ 3,833 $ 4,206 Income taxes 150 415 Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 6,825 $ 7,194 Redeemable Series H preferred stock, net 8,265 — Debt discount – Series H preferred stock 735 — Debt discount – Related party note 347 — Earnout liability 5,000 — Goodwill 7,808 — Intangible assets 6,800 — Warrant modification 837 — Deemed dividend — 1,798 Acquisition of Right of Use Assets — 3,527 Conversion of Series E Preferred Stock – Related Party — 6,172 Conversion of Series E-1 Preferred Stock – Related Party — 1,493 Conversion of Series G Preferred Stock – Related Party to debt — 6,172 Conversion of Series G-1 Preferred Stock – Related Party to debt — 1,561

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
SCHEDULE OF COMPONENTS OF (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES	The components of loss before provision for income taxes for Fiscal 2022 and Fiscal 2021, are as follows: SCHEDULE OF COMPONENTS OF (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES December 31, 2022 January 1, 2022 Domestic $ (9,543 ) $ 14,413 Foreign (7,673 ) (6,612 ) Loss before provision for income taxes $ (17,216 ) $ 7,801
SCHEDULE OF COMPONENTS OF BENEFIT FOR INCOME TAXES	The benefit for income taxes consisted of the following: SCHEDULE OF COMPONENTS OF BENEFIT FOR INCOME TAXES December 31, 2022 January 1, 2022 Current: Federal $ — $ — State 349 84 Foreign — — Total current tax expense $ 349 $ 84 Deferred: Federal $ (29 ) $ 14 State (154 ) 66 Foreign (388 ) (521 ) Total deferred tax expense (571 ) (441 ) Total tax benefit $ (222 ) $ (357 )
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION	The difference between the income tax benefit on income (loss) and the amount computed at the U.S. federal statutory rate is due to: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION December 31, 2022 January 1, 2022 Expense at Federal Statutory Rate $ (3,615 ) 21.00 % $ 1,638 21.00 % State taxes, net (62 ) 0.36 % (642 ) - 8.23 % Foreign operations 153 -0.89 % 132 1.70 % UK goodwill impairment 1,900 -11.04 % - - Permanent differences 116 -0.67 % 598 7.67 % PPP Loan - 0.00 % (4,118 ) - 52.79 % True-up adjustments 813 6.56 % 1,332 17.07 % Change in valuation allowance 608 -3.53 % 559 7.17 % Other (135 ) 10.5 % 144 1.83 % Total Tax Benefit for Income Taxes $ (222 ) 1.28 % $ (357 ) - 4.58 %
SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES)	SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES) December 31, 2022 January 1, 2022 Deferred tax assets Net operating loss carryforward $ 13,356 $ 8,220 Tax credit, deduction and capital loss carryforward 3,212 2,417 Share-based compensation 503 478 Debt issuance costs - 18 Accrued expenses and other liabilities 1,276 1,256 Interest limitation and carryforward 7,546 7,534 Operating lease liabilities 1,657 1,478 Total deferred tax assets 27,550 21,401 Less: valuation allowance (23,383 ) (17,646 ) Deferred tax assets, net of valuation allowance $ 4,167 $ 3,755 Deferred tax liabilities: Deprecation $ (1,507 ) $ (1,472 ) Basis differences in acquired intangibles (1,347 ) (1,618 ) Debt issuance costs (9 ) - Operating lease - Right-of-use assets (1,482 ) (1,415 ) Total deferred tax liabilities (4,345 ) (4,505 ) Deferred tax liability $ (178 ) $ (750 )
SCHEDULE OF UNRECOGNIZED TAX BENEFITS	SCHEDULE OF UNRECOGNIZED TAX BENEFITS Fiscal 2022 Fiscal 2021 Beginning balance $ 697 $ 656 Additions for tax positions of prior years 19 41 Reductions for tax positions of prior years — — Loss before provision for income taxes $ 716 $ 697

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)		12 Months Ended
	Jun. 24, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Service contracts		$ 60,000
Business contribution description		Typical contribution for EOR projects would be 80-85% of the gross profit earned, compared to 40-50% for traditional staffing which negates the impact of lower gross margins.
Reverse stock split, description	one-for-ten reverse stock split
Minimum [Member]
Property, Plant and Equipment [Line Items]
Revenues		$ 60,700,000
Maximum [Member]
Property, Plant and Equipment [Line Items]
Revenues		$ 184,100,000

SUMMARY OF ROLL-FORWARD OF LEVE

SUMMARY OF ROLL-FORWARD OF LEVEL 3 CONTINGENT CONSIDERATION (Details) - Key Resources Inc [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Restructuring Cost and Reserve [Line Items]
Balance at January 1, 2022	$ 4,054	$ 4,054
KRI deferred consideration
Headway deferred consideration	4,290
Balance at December 31, 2022	$ 8,344	$ 4,054

SCHEDULE OF ESTIMATED USEFUL LI

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT (Details)	12 Months Ended
	Dec. 31, 2022
Computers [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Computers [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Computer Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Computer Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Network Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Network Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Software Development [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Software Development [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	7 years
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	7 years
Leasehold Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Leasehold Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)				12 Months Ended
	Jul. 14, 2021	May 25, 2021	Mar. 27, 2020	Dec. 31, 2022	Jan. 01, 2022	Apr. 18, 2022	Dec. 31, 2021	Jan. 01, 2021	May 20, 2020	May 12, 2020
Short-Term Debt [Line Items]
Accumulated deficit				$ 101,015,000	$ 84,021,000
Working capital deficit				20,050,000
Gross debt				18,265,000
Cash				1,992,000	4,558,000
Deferred taxes				27,550,000	21,401,000
Deferred tax assets				4,167,000	3,755,000
Revenue				244,917,000	197,770,000
Advertising expense				1,444,000	803,000
Cash equivalents				0
Allowance for doubtful accounts				102,000				$ 60,000
Goodwill, Impairment Loss				10,000,000	3,104,000
Temporary Contractor Revenue [Member]
Short-Term Debt [Line Items]
Revenue				239,273,000	192,756,000
Permanent Placement Revenue [Member]
Short-Term Debt [Line Items]
Revenue				5,644,000	$ 5,014,000
Headway [Member]
Short-Term Debt [Line Items]
Deferred taxes						$ 2,462,000
Deferred tax assets				1,039,000		1,237,000	$ 1,225,000
Employee Retention Tax Credits [Member] | Headway [Member]
Short-Term Debt [Line Items]
Deferred tax assets						145,000
Other tax credits [Member] | Headway [Member]
Short-Term Debt [Line Items]
Deferred tax assets						$ 51,000
Key Resources Inc [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount									$ 5,443,000
Lighthouse Placement Services LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount									1,890,000
Staffing Georgia LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount									2,063,000
2020 Jackson Note [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount				$ 9,016
Debt instrument, maturity date				Oct. 14, 2024
2020 Jackson Note [Member] | Midcap Funding X Trust [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date				Sep. 06, 2024
Long-term line of credit				$ 32,500
May 12 Note [Member] | Monroe Staffing Services LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount										$ 10,000,000
Interest rate										1%
May 12 Note [Member] | Affinity Bank [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount		$ 10,000,000
Interest expense, debt		$ 105,000
May 12 Note [Member] | Affinity Bank [Member] | Key Resources Inc [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount	$ 5,443,000
Interest expense, debt	63,000
May 12 Note [Member] | Affinity Bank [Member] | Lighthouse Placement Services LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount	1,890,000
Interest expense, debt	22,000
May 12 Note [Member] | Affinity Bank [Member] | Staffing360 Georgia LLC [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount	2,063,000
Interest expense, debt	$ 24,000
May 20 Note [Member]
Short-Term Debt [Line Items]
Debt instrument, face amount									$ 9,395,000
Interest rate									1%
Paycheck Protection Program Loan Deferral One [Member]
Short-Term Debt [Line Items]
Payment of tax deferrals			$ 2,473,000
Deferrals payments				509,000			$ 2,465,000
Payment obligation				988,000
Employee retention tax credits				593,000
Paycheck Protection Program Loan Deferral One [Member] | Employee Retention Tax Credits [Member]
Short-Term Debt [Line Items]
Other current assets				$ 507,000
Paycheck Protection Program Loan Deferral Two [Member]
Short-Term Debt [Line Items]
Payment of tax deferrals			$ 2,473,000

SCHEDULE OF EARNINGS PER SHARE,

SCHEDULE OF EARNINGS PER SHARE,BASIC AND DILUTED (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Earnings Per Share [Abstract]
Net (Loss) Income	$ (16,994)	$ 8,158
Less: Dividends paid to Series E, E-1, G, G-1 preferred shareholders		795
Less: Deemed dividend		1,798
Less: Net income allocated to participating equity		2,395
Net (Loss) Income Attributable to Common Equity	(16,994)	3,170
Add: Dividends paid to Series E, E-1, G, G-1 preferred shareholders		795
Net income available to commons and preferred shareholders for diluted earnings per share	$ (16,994)	$ 3,965
Weighted average basic common shares outstanding	2,113,509	952,207
Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive)		104,387
Total weighted average common shares outstanding if preferred shares converted to common shares	2,113,509	1,056,594
Restricted shares		5,947
Weighted average diluted shares outstanding	2,113,509	1,062,541
Basic	$ (8.04)	$ 3.30
Diluted	$ (8.04)	$ 3.70

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 5,336	$ 3,552
Accumulated depreciation	(4,105)	(2,687)
Total property and equipment, net	1,230	865
Computer Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	1,323	432
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	667	587
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	662	702
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	1,434	1,181
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 1,250	$ 650

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 526	$ 447

SCHEDULE OF OTHER NON-CURRENT A

SCHEDULE OF OTHER NON-CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Investments, All Other Investments [Abstract]
Collateral associated with workers’ compensation insurance	$ 6,027	$ 3,072
Other non-current assets	674	434
Total	$ 6,701	$ 3,506

SCHEDULE OF BREAKDOWN OF INTANG

SCHEDULE OF BREAKDOWN OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 39,397	$ 33,775
Accumulated amortization	(22,011)	(20,126)
Intangible assets, net	17,385	13,649
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	10,759	9,553
Accumulated amortization	(5,608)	(4,969)
Intangible assets, net	5,151	4,584
Non Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,467	2,497
Accumulated amortization	(2,467)	(2,497)
Intangible assets, net
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	26,170	21,725
Accumulated amortization	(13,936)	(12,660)
Intangible assets, net	$ 12,234	$ 9,065

SCHEDULE OF ESTIMATED ANNUAL AM

SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE FISCAL YEARS (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 2,632
2024	2,632
2025	2,564
2026	2,421
2027	2,421
Thereafter	4,715
Intangible assets, net	$ 17,385	$ 13,649

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Beginning balance, gross	$ 31,478	$ 31,591
Acquisition	7,808
Accumulated disposition	(1,577)	(1,577)
Accumulated impairment losses	(16,073)	(6,073)
Currency translation adjustment	(1,745)	(113)
Ending balance, net	$ 19,891	$ 23,828

SCHEDULE OF GOODWILL REPORTABLE

SCHEDULE OF GOODWILL REPORTABLE BY SEGMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Ending balance, net	$ 19,891	$ 23,828
UNITED STATES
Ending balance, net	19,891	12,082
UNITED STATES | Professional Staffing [Member]
Ending balance, net	14,031	6,222
UNITED STATES | Commercial Staffing [Member]
Ending balance, net	5,860	5,860
UNITED KINGDOM
Ending balance, net		11,746
UNITED KINGDOM | Professional Staffing [Member]
Ending balance, net		$ 11,746

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands		12 Months Ended
	Apr. 18, 2022	Dec. 31, 2022	Jan. 01, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amortization of intangible assets		$ 2,464	$ 2,312
Weighted average useful life remaining of intangible assets		6 years
Stock Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments to acquire receivables	$ 14
Stock Purchase Agreement [Member] | Series H Convertible Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, conversion of convertible securities	9,000,000

GOODWILL (Details Narrative)

GOODWILL (Details Narrative) - USD ($) $ in Thousands		12 Months Ended
	May 18, 2022	Dec. 31, 2022	Jan. 01, 2022
Goodwill [Line Items]
Goodwill, Impairment Loss		$ 10,000	$ 3,104
Estimated value of goodwill	$ 7,808	10,000
Staffing UK Reporting Unit [Member]
Goodwill [Line Items]
Goodwill, Impairment Loss		$ 10,000

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 1,168	$ 2,749
Accrued payroll, taxes and bonuses	11,838	8,594
Other accrued expenses	3,520	1,189
Total	$ 16,526	$ 12,532

ACCOUNTS RECEIVABLE FINANCING (

ACCOUNTS RECEIVABLE FINANCING (Details Narrative) £ in Thousands						1 Months Ended	12 Months Ended
	Oct. 27, 2022 USD ($)	Dec. 31, 2021	Jun. 28, 2018 GBP (£)	Feb. 08, 2018 GBP (£)	Sep. 15, 2017 USD ($)	Jul. 31, 2019 GBP (£)	Dec. 31, 2022 USD ($)	Jan. 01, 2022 USD ($)	Oct. 26, 2022 USD ($)
Collection of UK factoring facility deferred purchase price							$ 6,978,000	$ 7,311,000
ASU 2016-16 [Member]
Collection of UK factoring facility deferred purchase price							6,826,000	7,195,000
Midcap Financial Trust [Member]
Letter of credit					$ 25,000,000		18,176	$ 13,405
Line of credit facility additional borrowing capacity					$ 25,000,000
Line of credit facility, maturity date					Apr. 08, 2019
MidCap Funding IV Trust [Member] | Credit and Security Agreement [Member]
Loans payable	$ 32,500,000								$ 25,000,000
Line of credit, description	Amendment No. 27 increases the applicable margin from 4.0% to 4.25%, with respect to the Loan (other than Letter of Credit Liabilities (as defined in the Credit and Security Agreement)), and from 3.5% to 3.75% with respect to the Letter of Credit Liabilities. Amendment No. 27 also replaces the interest rate benchmark from LIBOR to SOFR and provides that the Loan shall bear interest at the sum of a term-based SOFR rate (plus a SOFR adjustment of 0.11448%) plus the Applicable Margin, subject to certain provisions for the replacement of SOFR with an alternate benchmark in connection with SOFR no longer being provided by its administrator. Notwithstanding the foregoing, the SOFR interest rate shall not be at any time less than 1.00%
MidCap Funding IV Trust [Member] | Credit and Security Agreement [Member] | Tranches [Member]
Loan commitment amount	$ 42,500,000
MidCap Funding IV Trust [Member] | Credit and Security Agreement [Member] | Tranches [Member] | Maximum [Member]
Loans payable	10,000,000
MidCap Funding IV Trust [Member] | Credit and Security Agreement [Member] | Tranches [Member] | Minimum [Member]
Loans payable	$ 5,000,000
White Oak Commercial Finance LLC [Member]
Letter of credit							$ 0
Line of credit, description							The borrowing base was defined as the sum of the following: (a) 95% of the eligible ordinary receivables, as defined, and (b) the lessor of (i) $3,000,000 or (ii) 95% of the Company’s outstanding eligible unbilled receivables, as defined, less the sum of the following: (c) 100% of the undrawn amount of all letters of credit outstanding, (d) the special availability reserve, (e) the quarterly tax reserve and (f) the amount all other availability reserves in effect as such time
Guaranteed amount							$ 1,000,000
Line of credit facility aggregate amount							$ 10,000,000,000
Line of credit bear interest							0.25%
Line of credit facility borrowing outstanding							$ 0
Line of credit							$ 2,000,000,000
Letter of credit percentage							6.25%
White Oak Commercial Finance LLC [Member] | Interest Rate Floor [Member]
Line of credit bear interest		7%					7%
White Oak Commercial Finance LLC [Member] | London Interbank Offered Rate (LIBOR) [Member]
Line of credit bear interest		5%
HSBC Invoice Finance (UK) Ltd [Member] | New Facility [Member]
Line of credit facility aggregate amount | £				£ 11,500
Borrowing fund description				The terms of the arrangement provide for HSBC to fund 90% of the purchased accounts receivable upfront and a secured borrowing line of 70% of unbilled receivables capped at £1,000 (within the overall aggregate total facility of £11,500.
Line of credit facility, commitment fee percentage				1.80%
Line of credit facility increase decrease for period net | £			£ 20,000	£ 11,500		£ 22,500
Line of credit facility unbilled receivables | £			£ 1,500	£ 1,000

SCHEDULE OF BUSINESS ACQUISITIO

SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE FAIR VALUE (Details) - Headway Workforce Solutions [Member] $ in Thousands	Apr. 18, 2022 USD ($)
Business Acquisition [Line Items]
Current assets	$ 10,111
Fixed assets	150
Other non-current assets	5,394
Intangible assets	6,800
Goodwill	7,808
Current liabilities	(15,523)
Other non-current liabilities	(2,011)
Consideration	$ 12,729

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative) - USD ($) $ in Thousands			12 Months Ended
	May 18, 2022	Apr. 18, 2022	Dec. 31, 2022	Jan. 01, 2022
Business Acquisition [Line Items]
Selling, general and administrative expense			$ 43,236	$ 35,305
Headway Workforce Solutions [Member]
Business Acquisition [Line Items]
Payments to acquire business	$ 160
Business combination consideration transferred	$ 4,290
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		$ 6,800
Selling, general and administrative expense		835
Headway Workforce Solutions [Member] | Trade Names [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		1,500
Headway Workforce Solutions [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		5,300
Stock Purchase Agreement [Member]
Business Acquisition [Line Items]
Payments to acquire receivables		$ 14
Stock Purchase Agreement [Member] | Series H Convertible Preferred Stock [Member]
Business Acquisition [Line Items]
Stock issued during period, shares, conversion of convertible securities		9,000,000
Payments to acquire business		$ 9,000
Stock Purchase Agreement [Member] | Series H Convertible Preferred Stock [Member] | Headway Workforce Solutions [Member]
Business Acquisition [Line Items]
Business combination consideration transferred		$ 4,450

SCHEDULE OF DEBT (Details)

SCHEDULE OF DEBT (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Short-Term Debt [Line Items]
Total debt, gross	$ 18,265	$ 9,758
Less: Debt discount and deferred financing costs, net	(962)	(256)
Total Debt, net	17,303	9,502
Less: Non-current portion - related party	(8,661)
Less: Non-current portion	(8,393)	(279)
Total Current debt, net	249	9,223
Jackson Investment Group - Related Party [Member]
Short-Term Debt [Line Items]
Total debt, gross	9,016	8,949
Redeemable Series H Preferred Stock [Member]
Short-Term Debt [Line Items]
Total debt, gross	9,000
HSBC Term Loan [Member]
Short-Term Debt [Line Items]
Total debt, gross	$ 249	$ 809

DEBT (Details Narrative)

DEBT (Details Narrative) $ / shares in Units, £ in Thousands

1 Months Ended

12 Months Ended

Oct. 27, 2022 USD ($) $ / shares shares

May 18, 2022 USD ($) $ / shares shares

Oct. 28, 2021 USD ($) $ / shares shares

Oct. 26, 2021 shares

Aug. 22, 2021 USD ($)

Aug. 05, 2021 USD ($)

Jul. 21, 2021 USD ($) shares

Jul. 20, 2021 USD ($) shares

May 06, 2021

May 06, 2021 shares

Apr. 21, 2021 USD ($)

Feb. 05, 2021 USD ($)

Jan. 04, 2021 USD ($) shares

Jan. 04, 2021 USD ($) shares

Jan. 02, 2021 USD ($) $ / shares

Oct. 31, 2020 $ / shares

Oct. 26, 2020 USD ($) $ / shares shares

Oct. 26, 2020 USD ($) $ / shares shares

Oct. 23, 2020

Sep. 28, 2020 shares

May 15, 2020 GBP (£)

Aug. 29, 2019 USD ($) shares

Nov. 15, 2018 USD ($) $ / shares shares

Aug. 27, 2018 USD ($) shares

Jun. 28, 2018 GBP (£)

Feb. 08, 2018 GBP (£)

Sep. 15, 2017 USD ($)

May 18, 2022 USD ($) $ / shares shares

Oct. 28, 2021 USD ($) $ / shares shares

Jul. 21, 2021 USD ($) shares

Dec. 31, 2020 USD ($)

Jan. 31, 2020 USD ($)

Jul. 31, 2019 GBP (£)

Dec. 31, 2022 USD ($) $ / shares shares

Dec. 31, 2022 USD ($) $ / shares shares

Jan. 01, 2022 USD ($) $ / shares shares

Oct. 26, 2021

Jul. 01, 2022 $ / shares

Jan. 02, 2022 USD ($)

Aug. 04, 2021 USD ($)

Jul. 22, 2021 USD ($)

Jul. 19, 2021 USD ($)

Jan. 31, 2021 USD ($)

Debt Instrument [Line Items]

Number of shares issued | shares

856,858

1,477,110

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 3.06

$ 3.06

Divided average closing price | $ / shares

$ 25

Prepayment Fees on Advances, Net

$ 3,029,000

$ 3,029,000

Proceeds from Issuance of Debt

$ 67,000

Outstanding principal amount

$ 18,265,000

18,265,000

9,758,000

Aggregate value of number of shares issued

$ 3,433,000

$ 38,639,000

Preferred stock stated value | $ / shares

$ 0.00001

$ 0.00001

$ 0.00001

Dividends, Preferred Stock, Cash

$ 389,000

Common Stock [Member]

Debt Instrument [Line Items]

Number of shares issued | shares

657,858

1,326,887

Aggregate value of number of shares issued

HSBC Bank [Member]

Debt Instrument [Line Items]

Debt instrument, face amount | £

£ 1,000

Outstanding principal amount

$ 249,000

$ 249,000

Debt Instrument, Description

three-year term

Series E Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred Stock, Shares Outstanding | shares

11,700

Preferred stock redemption description

shares of Series E Preferred Stock for $1,300, as such there were 11,700 shares of Series E Preferred Stock outstanding.

Preferred Stock, Dividend Preference or Restrictions

If the PIK Dividend Payment is elected, a holder of Series E Preferred Stock is entitled to additional fee to be paid in shares of the Company’s common stock an amount equal to $100 divided by the average closing price, as reported by Nasdaq of such shares of common stock over the 5 trading days prior to the applicable monthly interest payment date.

Preferred Stock, Redemption Amount

$ 4,100,000

$ 2,100,000

Preferred stock conversion price | $ / shares

$ 56.18

$ 56.18

Series G Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred Stock, Shares Outstanding | shares

0

0

Stock Issued During Period, Shares, Conversion of Convertible Securities | shares

6,172

Series G-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Conversion of Stock, Shares Issued | shares

156,100

Series E-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred stock stated value | $ / shares

$ 60

Preferred Stock, Dividends Per Share, Declared | $ / shares

60

Debt Instrument, Convertible, Beneficial Conversion Feature

$ 4,280,000

Debt instrument conversion price | $ / shares

$ 60

Impact to additional paid-in capital

$ 0

Series G Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred Stock, Redemption Amount

$ 2,080,000

Conversion of Stock, Shares Issued | shares

617,200

Series E Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred Stock, Shares Outstanding | shares

0

0

0

Series H Preferred Stock [Member]

Debt Instrument [Line Items]

Number of shares issued | shares

9,000,000

Preferred stock redemption description

The redemption price represents the number of shares of the Preferred Stock (9,000,000), plus all accrued but unpaid dividends, multiplied by the Stated Value ($1). On May 18, 2022, the Company paid $14 towards the Series H Preferred Stock balance

Debt instrument redemption amount

$ 8,265,000

$ 8,265,000

$ 9,000,000

$ 9,000,000

Preferred stock stated value | $ / shares

$ 0.00001

$ 0.00001

Debt instrument conversion price | $ / shares

1

1

Preferred stock conversion price | $ / shares

$ 25.714

$ 25.714

Cash dividends per annum rate

12%

Fair value financing charge

$ 735,000

Series H Preferred Stock [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Debt instrument issuance of aggregate shares | shares

350,000

350,000

Series H Preferred Stock [Member] | Headway [Member]

Debt Instrument [Line Items]

Ownership percentage

100%

100%

Minimum [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 3.06

$ 3.06

Maximum [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 3,750

$ 3,750

Jackson Investment Group, LLC [Member]

Debt Instrument [Line Items]

Debt instrument stated percentage

16%

16%

HSBC Invoice Finance (UK) Ltd [Member] | New Facility [Member]

Debt Instrument [Line Items]

Line of Credit Facility, Increase (Decrease), Net | £

£ 20,000

£ 11,500

£ 22,500

Unbilled receivables | £

£ 1,500

£ 1,000

Line of Credit Facility, Expiration Period

12 months

Line of Credit Facility, Commitment Fee Percentage

1.80%

FirstPro Reporting Unit [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 7,733,000

$ 7,733,000

Debt instrument stated percentage

12%

12%

Debt instrument redemption amount

$ 3,281,000

Outstanding principal amount

16,730,000

$ 16,077,000

FirstPro Reporting Unit [Member] | Series G Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Debt Conversion, Converted Instrument, Shares Issued | shares

6,172

Convertible Debt

$ 6,172,000

$ 6,172,000

FirstPro Reporting Unit [Member] | Series G-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Debt Conversion, Converted Instrument, Shares Issued | shares

1,561

Convertible Debt

1,561,000

$ 1,561,000

FirstPro Reporting Unit [Member] | Jackson Investment Group, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, payment terms

extension of the warrant expiration date of January 26, 2024 to January 26, 2026

Senior Secured 12% Promissory Note [Member] | Jackson Investment Group, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, payment terms

expiration date of January 26, 2026 to October 27, 2027

Fair value adjusstment of debt discount

$ 126

Senior Secured 12% Promissory Note [Member] | Jackson Investment Group, LLC [Member] | Minimum [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 60

$ 60

$ 99.60

$ 99.60

$ 60

Warrant expiration date

Oct. 27, 2027

Senior Secured 12% Promissory Note [Member] | Jackson Investment Group, LLC [Member] | Maximum [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 3.06

$ 3.06

60

60

$ 3.06

Warrant expiration date

Oct. 27, 2027

Oct. 27, 2027

Jackson Investment Group LLC Term Loan Note Two [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 30

$ 30

12% Senior Secured Note [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

7,733,000

$ 7,733,000

Proceeds from Issuance of Private Placement

6,760,000

Debt instrument redemption amount

$ 5,000,000

Outstanding principal amount

$ 21,700,000

Debt Instrument, Interest Rate During Period

12%

12% Senior Secured Note [Member] | Series G Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Debt Conversion, Converted Instrument, Shares Issued | shares

6,172

Convertible Debt

6,172,000

$ 6,172,000

12% Senior Secured Note [Member] | Series G-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Debt Conversion, Converted Instrument, Shares Issued | shares

1,561

Convertible Debt

$ 1,561,000

$ 1,561,000

Fourth Omnibus Amendment and Reaffirmation Agreement [Member] | FirstPro Reporting Unit [Member] | Jackson Investment Group, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 2,538

Debt Instrument, Maturity Date

Dec. 31, 2019

Debt instrument stated percentage

18%

Number of shares issued | shares

8,334

Debt instrument frequency of periodic interest payment

All accrued and unpaid interest on the outstanding principal balance of the 2019 Jackson Note was due and payable monthly on the first day of each month, beginning on October 1, 2019

Debt instrument, date of first interest payment

Oct. 01, 2019

Debt Instrument, Debt Default, Description of Violation or Event of Default

Pursuant to the terms of the 2019 Jackson Note, if the 2019 Jackson Note was not repaid by December 31, 2019, the Company was required to issue

Number of common shares issuable on monthly basis in event of default | shares

1,667

Additional expense related to issuance of common stock

$ 324,000

Amendment fee

$ 488

$ 488

Fourth Omnibus Amendment and Reaffirmation Agreement [Member] | Senior Secured 12% Promissory Note [Member] | Jackson Investment Group, LLC [Member]

Debt Instrument [Line Items]

Amendment fee

$ 488

488

Amended Note Purchase Agreement [Member] | Series E-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Debt instrument, payment terms

On October 26, 2020, in connection with the entry into the Amended Note Purchase Agreement, the Company filed with the Secretary of State of the State of Delaware the second Certificate of Amendment (the “Amendment”) to the Series E Certificate of Designation. Under the amended terms, holders of Series E Preferred Stock were entitled to monthly cash dividends on Series E Preferred Stock at a per annum rate of 12%. At the Company’s option, up to 50% of the cash dividend on the Series E Convertible Preferred Stock could be paid in kind by adding such 50% portion to the outstanding liquidation value of the Series E Convertible Preferred Stock (the “PIK Dividend Payment”), commencing on October 26, 2020 and ending on October 25, 2020

Dividends, Common Stock, Stock

$ 10,000

Preferred Stock, Dividend Preference or Restrictions

If such average market price was less than $35.00 or was otherwise undeterminable because such shares were no longer publicly traded or the closing price was no longer reported by Nasdaq, then the average closing price for these purposes was to be deemed to be $35.00

Preferred Stock, Liquidation Preference Per Share | $ / shares

10,000

Dividends, Preferred Stock, Cash

$ 410,000

Amended Note Purchase Agreement [Member] | Minimum [Member] | Series E-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred Stock, Liquidation Preference Per Share | $ / shares

106.80

Amended Note Purchase Agreement [Member] | Maximum [Member] | Series E-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred Stock, Liquidation Preference Per Share | $ / shares

$ 99.60

Amended Note Purchase Agreement [Member] | Jackson Investment Group, LLC [Member]

Debt Instrument [Line Items]

Number of shares issued | shares

100,000

Amendment fee

$ 39,000

$ 39,000

Aggregate value of number of shares issued

257,000

Fair value adjustment of warrant

29,000

$ 29,000

Amended Note Purchase Agreement [Member] | Senior Secured 12% Promissory Note [Member] | Jackson Investment Group, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 35,700,000

$ 35,700,000

Debt Instrument, Maturity Date

Sep. 30, 2022

Amendment fee

$ 39,000

$ 39,000

$ 39,000

Amended Note Purchase Agreement [Member] | Senior Secured 12% Promissory Note [Member] | Jackson Investment Group, LLC [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt instrument stated percentage

12%

12%

Amended Note Purchase Agreement [Member] | Senior Secured 12% Promissory Note [Member] | Jackson Investment Group, LLC [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt instrument stated percentage

50%

50%

Amended and Restated Warrant Agreement [Member] | Jackson Investment Group LLC Term Loan Note Two [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 3,000,000

Amended and Restated Warrant Agreement [Member] | Jackson Investment Group LLC Term Loan Note Three [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 210

$ 210

Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 33,878,000

$ 33,878,000

Number of shares issued | shares

468,355

24,332

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 19.75

$ 19.75

$ 5.85

Proceeds from Debt, Net of Issuance Costs

1,558,000

Securities Purchase Agreement [Member] | Series E Preferred Stock [Member]

Debt Instrument [Line Items]

Number of shares redeemed | shares

390

Aggregate value of shares redeemed during the period

$ 390,000

Preferred Stock, Shares Outstanding | shares

10,690

10,690

Preferred Stock Par Stated Value

$ 10,690,000

Preferred stock redemption description

the Company received the Limited Consent from Jackson, the sole holder of the Company’s outstanding shares of Series E Convertible Preferred Stock, to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the 2020 Jackson Note, which had an outstanding principal amount of $32,710 as of February 9, 2021, and (ii) 25% of the net proceeds from the February 2021 Offering to redeem a portion of the Company’s Series E Convertible Preferred Stock. Pursuant to the Limited Consent, upon closing of the February 2021 Offering, the Company paid $13,556 of the 2020 Jackson Note and redeemed 4,518 shares of the Series E Convertible Preferred Stock

Securities Purchase Agreement [Member] | Minimum [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 60

$ 60

Securities Purchase Agreement [Member] | Maximum [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 3.06

$ 3.06

Securities Purchase Agreement [Member] | Jackson Note [Member]

Debt Instrument [Line Items]

Notes Payable

$ 32,710,000

32,710,000

April 2021 Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Proceeds from Issuance of Private Placement

$ 2,466,000

$ 4,200,000

April 2021 Securities Purchase Agreement [Member] | Second Amended and Restated 12% Senior Secured Note [Member]

Debt Instrument [Line Items]

Notes Payable

19,154,000

Proceeds from Issuance of Debt

3,200,000

Debt instrument redemption amount

3,200,000

Outstanding principal amount

$ 19,154,000

Note Purchase Agreement [Member] | FirstPro Reporting Unit [Member]

Debt Instrument [Line Items]

Debt Instrument, Maturity Date

Sep. 30, 2022

Debt Instrument, Interest Rate During Period

17%

Note Purchase Agreement [Member] | 12% Senior Secured Note [Member]

Debt Instrument [Line Items]

Debt Instrument, Maturity Date

Sep. 30, 2022

Debt Instrument, Interest Rate During Period

17%

First August 2021 Purchase Agreement [Member] | 12% Senior Secured Note [Member]

Debt Instrument [Line Items]

Proceeds from Issuance of Private Placement

3,217,000

Debt instrument redemption amount

$ 3,281,000

Outstanding principal amount

$ 16,730,000

November Two Thousand Twenty One Private Placement [Member]

Debt Instrument [Line Items]

Proceeds from Issuance of Private Placement

$ 9,250,000

Third Amended and Restated Note Purchase Agreement [Member] | Jackson Investment Group, LLC [Member]

Debt Instrument [Line Items]

Debt instrument stated percentage

12%

12%

Outstanding principal amount

$ 9,000,000

Percentage of the outstanding principal balance

50%

50%

Debt maturity date description

extends the maturity date of the Jackson Note from October 28, 2022 to October 14, 2024

Percentage of first call over of net proceeds from increase of common stock

50%

Debt Exchange Agreement [Member]

Debt Instrument [Line Items]

Preferred stock stated value | $ / shares

$ 0.00001

Debt Exchange Agreement [Member] | Series E Preferred Stock [Member]

Debt Instrument [Line Items]

Number of shares issued | shares

13,000

Aggregate value of number of shares issued

$ 13,000,000

Preferred stock stated value | $ / shares

$ 10,000

Stock Issued During Period, Shares, Conversion of Convertible Securities | shares

561

Limited Consent and Waiver [Member]

Debt Instrument [Line Items]

Agreement description

the Company entered into a Limited Consent and Waiver with Jackson whereby, among other things, Jackson agreed that we may use 75% of the proceeds from the offering to redeem a portion of the 2020 Jackson Note, and 25% of the net proceeds from the offering to redeem a portion of the Base Series E Preferred Stock

Exchange Agreement [Member] | Jackson Investment Group, LLC [Member] | Series G Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred stock description

The Series G Preferred Stock carries monthly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance (plus any accrued dividends with respect to the Series E Preferred Stock unpaid as of the date of the Exchange) and (ii) 17% after the occurrence of a default, and (b) a dividend payable in shares of Series G-1 Convertible Preferred Stock. The shares of Series G-1 Convertible Preferred Stock have all the same terms, preferences and characteristics as the Series G Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-1 Convertible Preferred Stock are mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon

The Series G Preferred Stock carried monthly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance (plus any accrued dividends with respect to the Series E Preferred Stock unpaid as of the date of the Exchange) and (ii) 17% after the occurrence of a default, and (b) a dividend payable in shares of Series G-1 Convertible Preferred Stock. The shares of Series G-1 Convertible Preferred Stock had all the same terms, preferences and characteristics as the Series G Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-1 Convertible Preferred Stock were mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon

Exchange Agreement [Member] | Jackson Investment Group, LLC [Member] | Series E-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Number of shares issued | shares

1,493

Exchange Agreement [Member] | Jackson Investment Group, LLC [Member] | Series G Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred stock description

Each share of Series G Preferred Stock is initially convertible into 100 shares of common stock at any time from and after, (i) with respect to the Series G Preferred Stock, the earlier of October 31, 2022, or the occurrence of a default and, (ii) with respect to the Series G-l Convertible Preferred Stock, October 31, 2020. A holder of Series G Preferred Stock is not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock

Each share of Series G Preferred Stock was initially convertible into 1,000 shares of common stock at any time from and after, (i) with respect to the Series G Preferred Stock, the earlier of October 31, 2022 or the occurrence of a default and, (ii) with respect to the Series G-l Convertible Preferred Stock, October 31, 2020. A holder of Series G Preferred Stock was not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock

Exchange Agreement [Member] | Jackson Investment Group, LLC [Member] | Series E Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Number of shares issued | shares

6,172

Exchange Agreement [Member] | Jackson Investment Group, LLC [Member] | Series E-1 Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Number of shares issued | shares

1,493

July 2021 PurchaseAgreement [Member] | Series G-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Conversion of Stock, Shares Issued | shares

1,561

July 2021 PurchaseAgreement [Member] | Series G Preferred Stock [Member]

Debt Instrument [Line Items]

Conversion of Stock, Shares Issued | shares

6,172

2017 Jackson Note [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 11,165,000

Debt Instrument, Maturity Date

Sep. 15, 2020

Debt instrument, payment terms

The 2017 Jackson Note will accrue interest at 12% per annum, due quarterly on January 1, April 1, July 1 and October 1 in each year, with the first such payment due on January 1, 2018.

Debt instrument, incremental percentage on interest rate

500%

2017 Jackson Note [Member] | Note Agreement [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 40,000,000

Debt instrument stated percentage

12%

Debt instrument, date of first required payment

Jan. 01, 2018

2017 Jackson Note [Member] | Amended and Restated Note Purchase Agreement [Member]

Debt Instrument [Line Items]

Debt instrument, interest payment description

Interest on any overdue payment of principal or interest due under the 2017 Jackson Note will accrue at a rate per annum that is 5% in excess of the rate of interest otherwise payable thereunder.

2017 Jackson Note [Member] | Amended Agreement [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 8,428,000

Purchase Agreement Closing Fee

280,000

Purchase Agreement Legal Fee

$ 39,000

Number of shares issued | shares

19,200

2017 Jackson Note [Member] | Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Stock Repurchased During Period, Value

$ 1,168,000

Jackson Note [Member]

Debt Instrument [Line Items]

Number of shares issued | shares

100,000

24,332

Class of Warrant or Right, Outstanding | shares

15,093

15,092

15,092

Aggregate value of number of shares issued

$ 257,000

Number of warrants issued | shares

15,093

15,093

Fair value adjustment of warrant

29,000

Jackson Note [Member] | November Two Thousand Twenty One Private Placement [Member]

Debt Instrument [Line Items]

Debt instrument redemption amount

$ 4,500,000

$ 4,500,000

Outstanding principal amount

$ 13,449,000

$ 13,449,000

Jackson Note [Member] | Third Amended and Restated Note Purchase Agreement [Member]

Debt Instrument [Line Items]

Outstanding principal amount

$ 9,000,000

Debt Exchange Agreement [Member] | Amended and Restated Warrant Agreement [Member] | Jackson Investment Group LLC Term Loan Note Two [Member]

Debt Instrument [Line Items]

Debt instrument, payment terms

For the period of November 2020 through and including March 2021, each monthly interest amount due and payable was reduced by $166, and for the period commencing April 2021 through and including September 2021, each monthly interest amount due and payable was increased by $166

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 210

$ 210

Debt Exchange Agreement [Member] | Amended and Restated Warrant Agreement [Member] | Jackson Investment Group LLC Term Loan Note Three [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 210

$ 210

SCHEDULE OF LEASE, COST (Detail

SCHEDULE OF LEASE, COST (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Weighted average remaining lease term (years)	6 years
Weighted average discount rate	6.30%
Selling, General and Administrative Expenses [Member]
Operating lease cost	$ 1,664

SCHEDULE OF OPERATING LEASE LIA

SCHEDULE OF OPERATING LEASE LIABILITY MATURITY (Details) - USD ($) $ in Thousands	Dec. 31, 2022	May 31, 2022	May 18, 2022	Apr. 30, 2022	Jan. 01, 2022
Leases
2023	$ 1,817
2024	1,765
2025	1,649
2026	1,589
2027	1,603
Thereafter	4,167
Total	12,590
Less: Imputed Interest	2,762
Operating lease, liability	9,828	$ 1,555	$ 1,731	$ 2,048
Leases - Current	1,188				$ 1,006
Leases - Non current	$ 8,640				$ 4,568

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Sep. 30, 2021	Dec. 31, 2022	May 31, 2022	May 18, 2022	Apr. 30, 2022	Jan. 01, 2022
Operating lease, right-of-use asset		$ 9,070		$ 1		$ 5,578
Operating lease liability		9,828	$ 1,555	$ 1,731	$ 2,048
New Lease Agreement [Member]
Lessee, operating lease, renewal term	8 years
Increase in operating lease liability	$ 2,735
Increase in operating right of use assets	$ 2,735
New Lease Agreement [Member] | London England [Member]
Lessee, operating lease, renewal term	10 years
New Lease Agreement [Member] | Redhill England [Member]
Lessee, operating lease, renewal term			10 years
Accounting Standards Update 2018-11 [Member]
Operating lease, right-of-use asset		9,070				5,578
Operating lease liability		$ 9,828				$ 5,574

SCHEDULE OF STOCKHOLDERS EQUITY

SCHEDULE OF STOCKHOLDERS EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	856,858	1,477,110
Fair Value of Shares Issued	$ 4,584	$ 43,682
Long-term Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued		2,584
Fair Value of Shares Issued		$ 316
Board and Committee Members [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	63,000	1,281
Fair Value of Shares Issued	$ 201	$ 24
Related Party Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	100,000
Fair Value of Shares Issued	$ 257
Consultant [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	36,000	166
Fair Value of Shares Issued	$ 113	$ 3
Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued		15,251
Fair Value of Shares Issued		$ 320
Minimum [Member] | Long-term Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		$ 82.20
Minimum [Member] | Board and Committee Members [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	$ 3.02	8.59
Minimum [Member] | Related Party Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	2.57
Minimum [Member] | Consultant [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	3.02	18.40
Minimum [Member] | Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		9.04
Maximum [Member] | Board and Committee Members [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	9.65	5.16
Maximum [Member] | Related Party Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	2.57
Maximum [Member] | Consultant [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	$ 7.40
Maximum [Member] | Long-term Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		1.84
Maximum [Member] | Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		$ 5.40
Equity Raise [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	657,858	1,326,887
Fair Value of Shares Issued	$ 4,013	$ 43,019
Equity Raise [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	$ 6.10	$ 19.75
Equity Raise [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	$ 6.10	$ 5.40
Conversion of Series F Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued		130,490
Fair Value of Shares Issued
Conversion of Series F Preferred Stock [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)
Conversion of Series F Preferred Stock [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)
Conversion of Series A Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued		451
Fair Value of Shares Issued
Conversion of Series A Preferred Stock [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)
Conversion of Series A Preferred Stock [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)

SCHEDULE OF UNVESTED RESTRICTED

SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Equity [Abstract]
Restricted Shares, Beginning balance	5,976	1,030
Weighted Average Price Per Share, Beginning balance	$ 50	$ 75
Restricted Shares, Granted	63,000	19,115
Weighted Average Price Per Share, Granted	$ 3.20	$ 29.20
Restricted Shares, Vested/adjustments	(384)	(14,169)
Weighted Average Price Per Share, Vested/adjustments	$ 88.80	$ 29
Restricted Shares, Ending balance	68,592	5,976
Weighted Average Price Per Share, Ending balance	$ 6.72	$ 50

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Equity [Abstract]
Number of Shares, Outstanding Beginning Balance	972,495	26,285
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 26.88	$ 59.40
Number of Shares, Issued	1,404,478	995,452
Weighted Average Exercise Price, Issued	$ 5.83	$ 25.97
Number of Shares, Exercised		(49,242)
Weighted Average Exercise Price, Exercised		$ 0.0001
Number of Shares, Expired or Cancelled	(673,285)
Weighted Average Exercise Price, Expired or Cancelled	$ 26.84
Number of Shares, Outstanding Ending Balance	1,703,688	972,495
Weighted Average Exercise Price, Outstanding Ending Balance	$ 9.61	$ 26.88

SCHEDULE OF WARRANTS OUTSTANDIN

SCHEDULE OF WARRANTS OUTSTANDING (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Exercise Price	$ 3.06
Class of Warrant or Right, Number Outstanding and Exercisable | shares	1,703,688
Weighted Average Remaining Contractual Life (years)	4 years 9 months 14 days
Weighted Average Exercise Price	$ 9.61
Minimum [Member]
Exercise Price	3.06
Maximum [Member]
Exercise Price	$ 3,750

SCHEDULE OF SHARE-BASED COMPENS

SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Equity [Abstract]
Options Outstanding, Beginning Balance	1,302	1,302
Weighted Average Exercise Price, Beginning Balance	$ 1,665.60	$ 1,665.60
Options Granted	50,000
Weighted Average Exercise Price, Granted	$ 7.80
Options Exercised
Weighted Average Exercise Price, Exercised
Options Expired or Cancelled
Weighted Average Exercise Price, Expired or Cancelled
Options Outstanding, Ending Balance	51,302	1,302
Weighted Average Exercise Price, Ending Balance	$ 50.06	$ 1,665.60

SUMMARY OF RELATIONSHIP BETWEEN

SUMMARY OF RELATIONSHIP BETWEEN PERFORMANCE AND THE VESTING RATE (Details) - Two Thousand Ninteen Long Term Incentive Plan [Member]	12 Months Ended
	Dec. 31, 2022 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	0%
Share-Based Payment Arrangement, Tranche One [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share Price	$ 480
Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights	Pro-rated
Share-Based Payment Arrangement, Tranche Two [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share Price	$ 480
Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share Price	$ 720
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights	Full Vesting

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands																																			1 Months Ended					4 Months Ended	12 Months Ended
	Dec. 31, 2022	Oct. 27, 2022	Jul. 07, 2022	Jul. 01, 2022	Jun. 24, 2022	Dec. 27, 2021	Oct. 28, 2021	Oct. 26, 2021	Oct. 14, 2021	Aug. 22, 2021	Aug. 05, 2021	Jul. 22, 2021	Jul. 21, 2021	Jul. 20, 2021	Jun. 30, 2021	May 06, 2021	May 06, 2021	Apr. 21, 2021	Feb. 12, 2021	Feb. 09, 2021	Feb. 05, 2021	Jan. 08, 2021	Jan. 02, 2021	Dec. 21, 2020	Oct. 26, 2020	Oct. 23, 2020	Sep. 28, 2020	Jun. 30, 2020	Jan. 21, 2020	Nov. 15, 2019	Feb. 08, 2019	Jan. 22, 2019	Jun. 15, 2017	Jan. 28, 2014	Oct. 28, 2021	Jul. 21, 2021	Jul. 20, 2021	Feb. 28, 2021	Jan. 31, 2019	May 29, 2015	Dec. 31, 2022	Dec. 31, 2022	Jan. 01, 2022	Oct. 26, 2021	Oct. 25, 2022	Dec. 31, 2021	Dec. 26, 2021	Jan. 04, 2021	Dec. 31, 2020	Dec. 29, 2020	Oct. 31, 2020	May 30, 2018	Jan. 26, 2017	Sep. 23, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized	200,000,000					200,000,000																																			200,000,000	200,000,000	200,000,000				40,000,000
Common stock, par value	$ 0.00001					$ 0.00001																																			$ 0.00001	$ 0.00001	$ 0.00001
Common Stock, Shares, Issued	2,629,199																																								2,629,199	2,629,199	1,758,835			1,758,835
Common Stock, Shares, Outstanding	2,629,199																																								2,629,199	2,629,199	1,758,835			1,758,835
Common stock issued ammended	$ 3.06																																								$ 3.06	$ 3.06
Sale of common stock and warrants, shares																																										856,858	1,477,110
Proceeds from Issuance of Common Stock																																$ 775
Stockholders' Equity, Reverse Stock Split					one-for-ten reverse stock split
Outstanding principal amount	$ 18,265																																								$ 18,265	$ 18,265	$ 9,758
Proceeds used to pay accrued and unpaid interest and outstanding principal balance of outstanding note												$ 5,000
Aggregate value of shares issued																																										$ 3,433	$ 38,639
Grants in period shares																																										63,000	19,115
Share-Based Payment Arrangement, Expense																																										$ 623	$ 377
Preferred stock, shares authorized	20,000,000																																								20,000,000	20,000,000	20,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.00001																																								$ 0.00001	$ 0.00001	$ 0.00001
Expiration date																																										Oct. 27, 2027
Number of remaining shares	148,727																																								148,727	148,727
Number of shares reserved for issuance																																										9,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross																																										50,000
Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of remaining shares																																		5,000
Plan expiration date																																		Jan. 28, 2024
Number of shares reserved for issuance																																										5,000
Two Thousand Fifteen Omnibus Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of remaining shares																																																						9,000
Number of unissued securities																																										0
Omnibus Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Payment Arrangement, Expense																																										$ 70	$ 27
Number of remaining shares	1,573																																								1,573	1,573										125,000	50,000
Number of shares reserved for issuance																																										123,428
Compensation cost related to options not yet amortized	$ 262																																								$ 262	$ 262
Compensation cost recognition period																																										6 years 29 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Purchased for Award																																										351,273
Two Thousand Ninteen Long Term Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of common stock and warrants, shares																						2,584
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross																																							6,084
Units vesting upon employees being in good standing percentages																																							50%
Units vesting upon average share price percentages																																							50%
Two Thousand Twenty Omnibus Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Payment Arrangement, Expense																																										$ 0	4
Number of remaining shares	12,500																																								12,500	12,500
Number of shares reserved for issuance																												12,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Purchased for Award																																										0
Two Thousand Twenty One Omnibus Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of remaining shares						500,000
Number of shares reserved for issuance									200,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized						300,000
Restricted Stocks [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Payment Arrangement, Expense																																										$ 511	$ 374
Jackson Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended																																													24,332
Sale of common stock and warrants, shares		100,000						24,332
Class of warrant or right exercisable term																																													5 years
Aggregate value of shares issued		$ 257
Class of warrant or right, outstanding		15,093																							15,092
Fair value adjustment of warrants		$ 29
FirstPro Reporting Unit [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument redemption amount											$ 3,281
Outstanding principal amount											$ 16,730			$ 16,077																							$ 16,077
Debt instrument, face amount													$ 7,733																							$ 7,733
Debt Instrument, Interest Rate, Stated Percentage													12%																							12%
Series E Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Shares Outstanding	0																																								0	0	0
Conversion of stock, shares converted																	6,172
Series F Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share issued, per share																		$ 43.50
Preferred Stock, Shares Outstanding																																											0
Series E-1 Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument, beneficial conversion feature																							$ 4,280
Preferred Stock, Par or Stated Value Per Share																																																			$ 60
Series G Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of Stock, Shares Issued														617,200
Series G Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities													6,172
Preferred Stock, Shares Outstanding	0																																								0	0
Series G Convertible Preferred Stock [Member] | FirstPro Reporting Unit [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt conversion, converted instrument, shares issued																																				6,172
Convertible debt													$ 6,172																							$ 6,172
Series G-1 Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of Stock, Shares Issued														156,100
Series G-1 Preferred Stock [Member] | FirstPro Reporting Unit [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt conversion, converted instrument, shares issued																																				1,561
Convertible debt													$ 1,561																							$ 1,561
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Par or Stated Value Per Share																																	$ 10
Preferred stock, dividend rate, percentage																																	12%
Conversion of stock, shares converted																						451
Dividends, Preferred Stock																																										$ 125	$ 125
Series A Preferred Stock Related Party [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value	$ 0.00001																																								$ 0.00001	$ 0.00001
Preferred stock, dividend rate, percentage																																										12%
Preferred stock, voting rights																																								Shares of the Series A Preferred Stock were convertible into shares of common stock at the holder’s election at any time prior to December 31, 2020 (the “Redemption Date”), at a conversion rate of one and three tenths (1.3) shares of common stock for every 50 shares of Series A Preferred Stock that the holder elects to convert. Originally the redemption date was December 31, 2018, and this was extended to December 31, 2020 in January 2019. Except as otherwise required by law, the Series A Preferred Stock had no voting rights
Preferred stock, shares issued																																								1,663,008
Redemption purchase price per share																																								$ 500
Series E Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Repurchased During Period, Shares																											1,300
Preferred stock, redemption terms																											shares of Series E Preferred Stock for $1,300, as such there were 11,700 shares of Series E Preferred Stock outstanding.
Number of common stock issuable on conversion of preferred stock	56.18																																								56.18	$ 56.18
Preferred Stock, Shares Outstanding																											11,700
Preferred stock, dividend rate, percentage																										12%
Redemption purchase price per share	10,000																																								10,000	10,000
Preferred Stock, Dividend Preference or Restrictions																										If the PIK Dividend Payment is elected, a holder of Series E Preferred Stock is entitled to additional fee to be paid in shares of the Company’s common stock an amount equal to $100 divided by the average closing price, as reported by Nasdaq of such shares of common stock over the 5 trading days prior to the applicable monthly interest payment date.
Series E One Preferred Stocks [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Liquidation Preference Per Share																										$ 60,000,000																									60
Series E Preferred Stocks [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Liquidation Preference Per Share																										$ 60
Preferred Stock, Liquidation Preference, Value																										$ 60,000
Series E-1 Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of stock, shares converted																	1,493
Series G One Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities													1,561
Preferred Stock, Shares Outstanding																																											0
Series G Convertible Preferred Stock and Series G 1 Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Value, Conversion of Convertible Securities													$ 7,733
Jackson Note [Member] | Series E Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, redemption terms																																						Prior to the February 2021 Offering, the Company entered the Limited Consent with Jackson, whereby, among other things, Jackson agreed that we may use 75% of the proceeds from the February 2021 Offering to redeem a portion of the 2020 Jackson Note, which at the time had an outstanding principal amount of $32,710, and 25% of the net proceeds from the Offering to redeem a portion of our Series E Convertible Preferred Stock, notwithstanding certain provisions of the Series E Certificate of Designation that would have required us to use all the proceeds from the Offering to redeem the Series E Convertible Preferred Stock
Jackson Investment Group, LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage							16%																												16%
Jackson Investment Group, LLC [Member] | Series G One Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Value, Conversion of Convertible Securities													1,561
Jackson Investment Group, LLC [Member] | Series G Convertible Preferred Stock and Series G 1 Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Value, Conversion of Convertible Securities													$ 6,172
Public Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of common stock and warrants, shares																				364,255
Share issued, per share																				$ 54
Proceeds from Issuance of Common Stock																																						$ 18,100
Public Offering [Member] | Series E Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, redemption terms																																						Following the redemption of the Series E Convertible Preferred Stock, the Company had 6,172 shares of Series E Convertible Preferred Stock outstanding with an aggregate stated value of $6,172
Public Offering [Member] | Jackson Note [Member] | Series E Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Repurchased During Period, Shares																																						4,518
Preferred stock, redemption terms																																						shares of the Series E Convertible Preferred Stock
Registered Direct Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from Issuance Initial Public Offering																																					$ 6,760
Conversion Of Series A [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of stock, shares converted																													271
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended	3.06																																								3.06	3.06
Minimum [Member] | Series E Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Dividend Rate, Per-Dollar-Amount																										$ 35
Minimum [Member] | Jackson Investment Group, LLC [Member] | Senior Secured 12% Promissory Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended		$ 60					$ 60																		$ 99.60										$ 60
Share issued, per share		$ 3.06
Warrants expiration date		Oct. 27, 2027
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended	$ 3,750																																								$ 3,750	$ 3,750
Maximum [Member] | Series E Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, dividend rate, percentage																										50%
Proceeds from Issuance or Sale of Equity	$ 3,000																													$ 3,000
Preferred Stock, Dividend Rate, Per-Dollar-Amount																										$ 5
Maximum [Member] | Jackson Investment Group, LLC [Member] | Senior Secured 12% Promissory Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended		$ 3.06					$ 3.06																		$ 60										$ 3.06
Warrants expiration date							Oct. 27, 2027																												Oct. 27, 2027
PreFunded Warrants [Member] | Public Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended																			16,735
Common stock issued ammended																			$ 0.0001
Share issued, per share																			$ 54
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of common stock and warrants, shares																																										657,858	1,326,887
Aggregate value of shares issued
Common Stock [Member] | Public Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of common stock and warrants, shares																			347,520
Common Stock [Member] | Underwritten Public Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of common stock and warrants, shares																															242,500
Share issued, per share																															$ 16.50
Designated Shares [Member] | Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized																																								1,663,008
Preferred Stock, Par or Stated Value Per Share																																								$ 0.00001
Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value							$ 0.00001																												$ 0.00001
Common stock issued ammended	15,093			657,858																																					15,093	15,093
Common stock issued ammended				$ 5.85			$ 19.75																												$ 19.75
Sale of common stock and warrants, shares							468,355																																			24,332
Debt instrument, face amount																																																$ 33,878
Securities Purchase Agreement [Member] | Series E Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, redemption terms																					the Company received the Limited Consent from Jackson, the sole holder of the Company’s outstanding shares of Series E Convertible Preferred Stock, to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the 2020 Jackson Note, which had an outstanding principal amount of $32,710 as of February 9, 2021, and (ii) 25% of the net proceeds from the February 2021 Offering to redeem a portion of the Company’s Series E Convertible Preferred Stock. Pursuant to the Limited Consent, upon closing of the February 2021 Offering, the Company paid $13,556 of the 2020 Jackson Note and redeemed 4,518 shares of the Series E Convertible Preferred Stock
Preferred Stock, Shares Outstanding																																																10,690
Securities Purchase Agreement [Member] | Registered Direct Offering [Member] | Institutional Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended														109,957																							109,957
Common stock issued ammended														$ 38																							$ 38
Sale of common stock and warrants, shares														219,914
Share issued, per share														$ 34.50																							$ 34.50
Percentage of common stock offered											50%			50%																							50%
Securities Purchase Agreement [Member] | Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Aggregate cash fee percentage							1%
Cash fee percentage							7.50%
Securities Purchase Agreement [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended	$ 60																																								$ 60	$ 60
Securities Purchase Agreement [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended	$ 3.06																																								$ 3.06	$ 3.06
Securities Purchase Agreement [Member] | PreFunded Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended				$ 6.10
Securities Purchase Agreement [Member] | Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended							468,355																												468,355
Common stock issued ammended							$ 18.50																												$ 18.50
Securities Purchase Agreement [Member] | Warrant [Member] | Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended							351.27																												351.27
Common stock issued ammended							$ 24.688																												$ 24.688
Non accountable expense							$ 35
Securities Purchase Agreement [Member] | Prefunded Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended							$ 19.75																												$ 19.75
Warrant Amendment Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended			657,858
Common stock issued ammended			$ 5.85
Warrants expiration description				expiration dates ranging from July 22, 2026, to November 1, 2026
Warrants exercise price				$ 5.85
Incremental fair value			$ 837
Warrant Amendment Agreement [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended			$ 18.50	18.50
Warrant Amendment Agreement [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended			$ 38	$ 38
Warrant Amendment Agreement [Member] | Nine Existing Participating Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended				657,858
April 2021 Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from issuance of private placement										$ 2,466								$ 4,200
April 2021 Securities Purchase Agreement [Member] | Second Amended and Restated 12% Senior Secured Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Grants in period shares																																										68,592
April 2021 Securities Purchase Agreement [Member] | Second Amended and Restated 12% Senior Secured Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument redemption amount																		3,200
Outstanding principal amount																		19,154
Debt instrument, periodic payment																		$ 1,000
April 2021 Securities Purchase Agreement [Member] | Series F Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities																		130,491
Number of common stock issuable on conversion of preferred stock																		$ 36
Stockholders' Equity, Reverse Stock Split															On June 30, 2021, the Company effectuated the 1-into-6 Reverse Stock Split			effect a reverse split within a range of 1-into-2 to up to 1-into-20
Debt instrument, beneficial conversion feature																		$ 1,409
April 2021 Securities Purchase Agreement [Member] | Certain In stitutional And Accredited Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended																		130,491
Common stock issued ammended																		$ 36
April 2021 Securities Purchase Agreement [Member] | Certain In stitutional And Accredited Investors [Member] | Series F Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended																		130,491
Common stock issued ammended																		$ 36
Number of warrants sold																		4,698
Proceeds from issuance of private placement																		$ 1,000
April 2021 Securities Purchase Agreement [Member] | Series F Convertible Preferred Stock [Member] | Certain In stitutional And Accredited Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants sold																		4,698
Proceeds from issuance of private placement																		$ 1,000
Exchange Agreement [Member] | Jackson Investment Group, LLC [Member] | Series E Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of common stock and warrants, shares																	6,172
Exchange Agreement [Member] | Jackson Investment Group, LLC [Member] | Series E-1 Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of common stock and warrants, shares																	1,493
Exchange Agreement [Member] | Jackson Investment Group, LLC [Member] | Series G Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock description																Each share of Series G Preferred Stock is initially convertible into 100 shares of common stock at any time from and after, (i) with respect to the Series G Preferred Stock, the earlier of October 31, 2022, or the occurrence of a default and, (ii) with respect to the Series G-l Convertible Preferred Stock, October 31, 2020. A holder of Series G Preferred Stock is not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock	Each share of Series G Preferred Stock was initially convertible into 1,000 shares of common stock at any time from and after, (i) with respect to the Series G Preferred Stock, the earlier of October 31, 2022 or the occurrence of a default and, (ii) with respect to the Series G-l Convertible Preferred Stock, October 31, 2020. A holder of Series G Preferred Stock was not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock
Exchange Agreement [Member] | Jackson Investment Group, LLC [Member] | Series G Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock description																The Series G Preferred Stock carries monthly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance (plus any accrued dividends with respect to the Series E Preferred Stock unpaid as of the date of the Exchange) and (ii) 17% after the occurrence of a default, and (b) a dividend payable in shares of Series G-1 Convertible Preferred Stock. The shares of Series G-1 Convertible Preferred Stock have all the same terms, preferences and characteristics as the Series G Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-1 Convertible Preferred Stock are mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon	The Series G Preferred Stock carried monthly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance (plus any accrued dividends with respect to the Series E Preferred Stock unpaid as of the date of the Exchange) and (ii) 17% after the occurrence of a default, and (b) a dividend payable in shares of Series G-1 Convertible Preferred Stock. The shares of Series G-1 Convertible Preferred Stock had all the same terms, preferences and characteristics as the Series G Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-1 Convertible Preferred Stock were mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon
Exchange Agreement [Member] | Jackson Investment Group, LLC [Member] | Series E-1 Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of common stock and warrants, shares																	1,493
Engagement Letter [Member] | H.C. Wainwright & Co., LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended											10,374													16,494
Common stock issued ammended											$ 33.031													$ 43.125
Percentage of common stock offered											7.50%													7.50%
Percentage of cash fee on gross proceeds																								7.50%
Percentage of management fee on gross proceeds																								1%
Non accountable expense allowance											$ 50													$ 85
Clearing expenses											$ 13													$ 13
Class of warrant or right exercisable term										5 years	5 years													5 years
Percentage of exercise price of warrant on offering price per share										125%	125%													125%
Aggregate cash fee percentage											7.50%
Aggregate cash fee percentage											1%
Note Purchase Agreement [Member] | FirstPro Reporting Unit [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument, interest rate during period																																				17%
Debt Instrument, Maturity Date																																				Sep. 30, 2022
First August Two Thousand Twenty One Securities Purchase Agreement [Member] | Registered Direct Offering [Member] | Institutional Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended											69,159
Common stock issued ammended											$ 25.80
Sale of common stock and warrants, shares											138,317
Share issued, per share											$ 26.425
Percentage of common stock offered											50%
August Two Thousand Twenty One Offerings [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended										10,204
Common stock issued ammended										$ 26.25
Proceeds from Issuance Initial Public Offering											$ 3,217
Non accountable expense allowance										$ 50
Clearing expenses										$ 13
Aggregate cash fee percentage										7.50%
Aggregate cash fee percentage										1%
Percentage of shares sold										7.50%
August Two Thousand Twenty One Offerings [Member] | Institutional Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of warrants sold										68,024
Percentage of shares sold										50%
August Two Thousand Twenty One Purchase Agreement [Member] | Institutional Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended										68,024
Common stock issued ammended										$ 20.40
Sale of common stock and warrants, shares										136,048
Share issued, per share										$ 21
Number of warrants sold										136,048
Percentage of common stock offered										50%
Class of warrant or right exercisable term										5 years
Third Amended and Restated Note Purchase Agreement [Member] | Jackson Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding principal amount		$ 9,000
Third Amended and Restated Note Purchase Agreement [Member] | Jackson Investment Group, LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding principal amount		9,000
Debt Instrument, Interest Rate, Stated Percentage							12%																												12%
Amended Note Purchase Agreement [Member] | Series E-1 Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Dividend Preference or Restrictions																									If such average market price was less than $35.00 or was otherwise undeterminable because such shares were no longer publicly traded or the closing price was no longer reported by Nasdaq, then the average closing price for these purposes was to be deemed to be $35.00
Preferred Stock, Liquidation Preference Per Share																																																			10,000
Amended Note Purchase Agreement [Member] | Jackson Investment Group, LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of common stock and warrants, shares																																			100,000
Amendment fee							$ 39																												$ 39
Aggregate value of shares issued							257
Fair value adjustment of warrants																																			29						$ 29
Amended Note Purchase Agreement [Member] | Jackson Investment Group, LLC [Member] | Senior Secured 12% Promissory Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument, face amount																									$ 35,700
Debt Instrument, Maturity Date																																												Sep. 30, 2022
Amendment fee		$ 39					$ 39																												$ 39
Amended Note Purchase Agreement [Member] | Minimum [Member] | Series E-1 Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Liquidation Preference Per Share																																																			106.80
Amended Note Purchase Agreement [Member] | Minimum [Member] | Jackson Investment Group, LLC [Member] | Senior Secured 12% Promissory Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																									12%
Amended Note Purchase Agreement [Member] | Maximum [Member] | Series E-1 Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred Stock, Liquidation Preference Per Share																																																			$ 99.60
Amended Note Purchase Agreement [Member] | Maximum [Member] | Jackson Investment Group, LLC [Member] | Senior Secured 12% Promissory Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																									50%
Underwriting Agreement [Member] | HC Wainwright And Co LLC [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended							35,128			10,205	10,376			16,494				9,787		18,214															35,128		16,494												3,331	6,023
Common stock issued ammended							$ 24.69			$ 26.25	$ 33.031			$ 43.125				$ 45		$ 67.50															$ 24.69		$ 43.125												$ 45	$ 49.13
Class of warrant or right exercisable term							5 years			5 years	5 years			5 years				5 years		5 years															5 years		5 years												5 years	5 years
August TwoThousand Twenty One Warrants [Member] | Institutional Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued ammended										$ 20.40

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) £ in Thousands, $ in Thousands

1 Months Ended

12 Months Ended

May 18, 2022 USD ($)

Jan. 08, 2021 shares

Dec. 30, 2020 USD ($)

Sep. 26, 2020 USD ($)

Feb. 26, 2020 USD ($)

Feb. 09, 2020 USD ($)

Jan. 01, 2020 USD ($)

Sep. 30, 2019 USD ($)

Jul. 02, 2018 USD ($)

May 29, 2015 shares

Jan. 03, 2014 USD ($)

Jan. 03, 2014 GBP (£)

Apr. 30, 2023 USD ($)

Dec. 31, 2022 USD ($)

Jan. 01, 2022 USD ($)

Jan. 02, 2021 USD ($)

Aug. 27, 2020 USD ($)

Sep. 11, 2019 USD ($)

Aug. 27, 2018 USD ($)

Loss Contingencies [Line Items]

Damages sought value

$ 6,000

Business combination consideration transferred

$ 2,639

$ 2,503

Minimum obligations, 2023

1,817

Minimum obligations, 2024

1,765

Minimum obligations, 2025

1,649

Minimum obligations, 2026

1,589

Minimum obligations, 2027

1,603

Minimum obligations, beyond

4,167

Retention Bonus [Member]

Loss Contingencies [Line Items]

Business combination consideration transferred

550

Key Resources Inc [Member]

Loss Contingencies [Line Items]

Payment totaling

8,344

4,054

$ 4,054

Business combination earnout consideration interest payment

$ 10

Headway Workforce Solutions [Member]

Loss Contingencies [Line Items]

Payment totaling

$ 4,450

Business combination consideration transferred

4,290

Payments to acquire business

$ 160

Headway Workforce Solutions [Member] | Forecast [Member]

Loss Contingencies [Line Items]

Threshold amount

$ 2,000

Business combination consideration transferred

$ 5,000

Headway Workforce Solutions [Member] | Contingent Payment One [Member]

Loss Contingencies [Line Items]

Contingent payment description

Adjusted EBITDA of $0 or less than $0= no Contingent Payment

Headway Workforce Solutions [Member] | Contingent Payment Two [Member]

Loss Contingencies [Line Items]

Contingent payment description

Adjusted EBITDA of $500 x 2.5 multiple= $1,250 Contingent Payment

Headway Workforce Solutions [Member] | Contingent Payment Three [Member]

Loss Contingencies [Line Items]

Contingent payment description

Adjusted EBITDA of $1,000 x 2.5 multiple= $2,500 Contingent Payment

Headway Workforce Solutions [Member] | Contingent Payment Four [Member]

Loss Contingencies [Line Items]

Contingent payment description

Adjusted EBITDA of $1,800 x 2.5 multiple= $4,500 Contingent Payment

Headway Workforce Solutions [Member] | Contingent Payment Five [Member]

Loss Contingencies [Line Items]

Contingent payment description

Adjusted EBITDA of $2,000 or more x 2.5 multiple= $5,000 Contingent Payment

The Flood Employment Agreement [Member] | Series A Preferred Stock [Member]

Loss Contingencies [Line Items]

Conversion of convertible shares | shares

2,703

1,039,380

The Flood Employment Agreement [Member] | Mr. Brendan Flood [Member]

Loss Contingencies [Line Items]

Salary

$ 503

Annual bonus percentage

50%

50%

Percentage of gross profit appreciation participation

10%

10%

Gross profits in excess percentage

120%

120%

Performance based compensation gross profit threshold

$ 400

Percentage of gross profit participating Level

62.50%

62.50%

Percentage of annual base salary

75%

The Flood Employment Agreement [Member] | Mr. Brendan Flood [Member] | GBPPound [Member]

Loss Contingencies [Line Items]

Salary | £

£ 192

The Barker Employment Agreement [Member] | Alicia Barker [Member]

Loss Contingencies [Line Items]

Salary

$ 275

$ 250

Annual performance bonus percentage

75%

Entitle to receive severance pay period

12 months

Business Combination Earnout Consideration Prepone Date [Member]

Loss Contingencies [Line Items]

Payment totaling

$ 2,027

$ 2,027

$ 2,027

Share Purchase Agreement [Member] | Key Resources Inc [Member]

Loss Contingencies [Line Items]

Business combination earnout consideration interest payment

$ 40

Damages sought value

$ 4,054

Earnout payments

$ 4,054

Lease Obligations [Member]

Loss Contingencies [Line Items]

Minimum obligations, 2023

1,817

Minimum obligations, 2024

1,765

Minimum obligations, 2025

1,649

Minimum obligations, 2026

1,589

Minimum obligations, 2027

1,603

Minimum obligations, beyond

4,168

Rent expenses

1,645

$ 989

New York Action [Member] | Pamela D. Whitaker [Member]

Loss Contingencies [Line Items]

Damages sought value

$ 4,054

SCHEDULE OF SEGMENT REPORTING I

SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Segment Reporting Information [Line Items]
Total Revenue	$ 244,917	$ 197,770
Total Gross Profit	42,769	33,867
Selling, general and administrative expenses	(43,236)	(35,305)
Depreciation and amortization	(2,990)	(2,758)
Impairment of goodwill	(10,000)	(3,104)
Interest expense and amortization of debt discount and deferred financing costs	(4,485)	(4,215)
Re-measurement gain (loss) on intercompany note		(260)
Gain on business sale
PPP forgiveness gain		19,609
Other (loss) income, net	726	(33)
(Loss) Income Before Benefit from Income Tax	(17,216)	7,801
Total Assets	81,659	73,690
Total Goodwill	19,891	23,828
UNITED STATES
Segment Reporting Information [Line Items]
Total Revenue	184,884	135,398
Total Assets	70,970	49,652
Total Goodwill	19,891	12,082
UNITED KINGDOM
Segment Reporting Information [Line Items]
Total Revenue	60,033	62,372
Total Assets	10,689	24,038
Total Goodwill		11,746
Commercial Staffing US [Member] | UNITED STATES
Segment Reporting Information [Line Items]
Total Revenue	108,347	118,879
Total Gross Profit	19,336	20,801
Professional Staffing US [Member] | UNITED STATES
Segment Reporting Information [Line Items]
Total Revenue	76,720	16,519
Total Gross Profit	13,506	4,476
Professional Staffing UK [Member] | UNITED KINGDOM
Segment Reporting Information [Line Items]
Total Revenue	59,850	62,372
Total Gross Profit	$ 9,927	$ 8,590

SCHEDULE OF RELATED PARTY TRANS

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Related Party Transaction [Line Items]
Value of Shares Issued	$ 60,000
Compensation Expense Recognized	623,000	$ 377,000
Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 400,000	$ 314,000
Shares Issued	53,000	1,284
Value of Shares Issued	$ 170,000	$ 28,000
Compensation Expense Recognized	570,000	342,000
Dimitri Villard [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 100,000	$ 88,000
Shares Issued	10,600	271
Value of Shares Issued	$ 34,000	$ 6,000
Compensation Expense Recognized	134,000	94,000
Jeff Grout [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 100,000	$ 88,000
Shares Issued	10,600	271
Value of Shares Issued	$ 34,000	$ 6,000
Compensation Expense Recognized	134,000	94,000
Nick Florio [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 100,000	$ 88,000
Shares Issued	10,600	271
Value of Shares Issued	$ 34,000	$ 6,000
Compensation Expense Recognized	134,000	94,000
Vincent Cebula [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 100,000	$ 50,000
Shares Issued	10,600	200
Value of Shares Issued	$ 34,000	$ 4,000
Compensation Expense Recognized	134,000	54,000
Alicia Barker [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation
Shares Issued	10,600	271
Value of Shares Issued	$ 34,000	$ 6,000
Compensation Expense Recognized	34,000	$ 6,000
Brendan Flood [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation
Shares Issued	10,000
Value of Shares Issued	$ 30,000
Compensation Expense Recognized	$ 30,000

SCHEDULE OF CASH FLOW, SUPPLEME

SCHEDULE OF CASH FLOW, SUPPLEMENTAL DISCLOSURES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Supplemental Cash Flow Elements [Abstract]
Interest	$ 3,833	$ 4,206
Income taxes	150	415
Deferred purchase price of UK factoring facility	6,825	7,194
Redeemable Series H preferred stock, net	8,265
Debt discount – Series H preferred stock	735
Debt discount – Related party note	347
Earnout liability	5,000
Goodwill	7,808
Intangible assets	6,800
Warrant modification	837
Deemed dividend		1,798
Acquisition of Right of Use Assets		3,527
Conversion of Series E Preferred Stock – Related Party		6,172
Conversion of Series E-1 Preferred Stock – Related Party		1,493
Conversion of Series G Preferred Stock – Related Party to debt		6,172
Conversion of Series G-1 Preferred Stock – Related Party to debt		$ 1,561

SCHEDULE OF COMPONENTS OF (LOSS

SCHEDULE OF COMPONENTS OF (LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Income Tax Disclosure [Abstract]
Domestic	$ (9,543)	$ 14,413
Foreign	(7,673)	(6,612)
(Loss) Income Before Benefit from Income Tax	$ (17,216)	$ 7,801

SCHEDULE OF COMPONENTS OF BENEF

SCHEDULE OF COMPONENTS OF BENEFIT FOR INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Income Tax Disclosure [Abstract]
Federal
State	349	84
Foreign
Total current tax expense	349	84
Federal	(29)	14
State	(154)	66
Foreign	(388)	(521)
Total deferred tax expense	(571)	(441)
Total tax benefit	$ 222	$ 357

SCHEDULE OF EFFECTIVE INCOME TA

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Income Tax Disclosure [Abstract]
Expense at Federal Statutory Rate	$ (3,615)	$ 1,638
Expense at Federal Statutory Rate Percentage	21%	21%
State taxes, net	$ (62)	$ (642)
State taxes, net percentage	0.36%	8.23%
Foreign operations	$ 153	$ 132
Foreign operations percentage	(0.89%)	1.70%
UK goodwill impairment	$ 1,900
UK goodwill impairment percentage	(11.04%)
Permanent differences	$ 116	$ 598
Permanent differences percentage	(0.67%)	7.67%
PPP Loan		$ (4,118)
PPP Loan percentage	0%	52.79%
True-up adjustments	$ 813	$ 1,332
True-up adjustments percentage	6.56%	17.07%
Change in valuation allowance	$ 608	$ 559
Change in valuation allowance percentage	(3.53%)	7.17%
Other	$ (135)	$ (144)
Other percentage	10.50%	1.83%
Other	$ 135	$ 144
Total tax (benefit) expense	$ (222)	$ (357)
Total tax (benefit) expense percentage	1.28%	4.58%

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jan. 01, 2022
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 13,356	$ 8,220
Tax credit, deduction and capital loss carryforward	3,212	2,417
Share-based compensation	503	478
Debt issuance costs		18
Accrued expenses and other liabilities	1,276	1,256
Interest limitation and carryforward	7,546	7,534
Operating lease liabilities	1,657	1,478
Total deferred tax assets	27,550	21,401
Less: valuation allowance	(23,383)	(17,646)
Deferred tax assets, net of valuation allowance	4,167	3,755
Deprecation	(1,507)	(1,472)
Basis differences in acquired intangibles	(1,347)	(1,618)
Debt issuance costs	(9)
Operating lease - Right-of-use assets	(1,482)	(1,415)
Total deferred tax liabilities	(4,345)	(4,505)
Deferred tax liability	$ (178)	$ (750)

SCHEDULE OF UNRECOGNIZED TAX BE

SCHEDULE OF UNRECOGNIZED TAX BENEFITS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022
Income Tax Disclosure [Abstract]
Beginning balance	$ 697	$ 656
Additions for tax positions of prior years	19	41
Reductions for tax positions of prior years
Loss before provision for income taxes	$ 716	$ 697

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Jan. 01, 2022	May 17, 2022	Jan. 02, 2021
Operating Loss Carryforwards [Line Items]
Effective income tax rate Reconciliation, at federal statutory income tax rate, percent	21%	21%
Capital loss carryforward	$ 7,531,000	$ 7,531,000
Deferred tax assets, capital loss carryforwards expiration beginning year	2023
General business credit carryforward	$ 76,000	76,000
Tax credit carry forward limitations on use description	As a result of the CARES Act the limitation has been increased to 50% for tax years 2019 and 2020
Disallowed interest limited	$ 3,077,000
Unrecognized tax benefits	716,000	697,000		$ 656,000
UNITED STATES
Operating Loss Carryforwards [Line Items]
Valuation allowance deferred tax assets	5,737,000
UNITED KINGDOM
Operating Loss Carryforwards [Line Items]
Valuation allowance deferred tax assets	5,129,000
Headway Workforce Solutions [Member]
Operating Loss Carryforwards [Line Items]
Ownership percentage			100%
Expiration InTwoThousand And Thirty Two [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	29,635			1,279
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 29,635,000			18,720,000
Operating loss carryforwards beginning year	2028
Operating loss carryforward decrease	$ 7,220
Domestic Tax Authority [Member] | Limitation On Taxable Income [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards				19,802
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards		147,413,000		60,793,000
Operating loss carryforwards beginning year	2028
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards		$ 5,346,000		$ 5,035,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - $ / shares	Feb. 07, 2023	Jan. 04, 2023	Dec. 31, 2022	Jul. 07, 2022	Jul. 01, 2022	Jan. 01, 2022	Dec. 27, 2021
Subsequent Event [Line Items]
Per share			$ 0.00001			$ 0.00001	$ 0.00001
Exercise Price			3.06
Minimum [Member]
Subsequent Event [Line Items]
Exercise Price			$ 3.06
Warrant Amendment Agreement [Member]
Subsequent Event [Line Items]
Warrants to purchase common stock				657,858
Exercise Price				$ 5.85
Warrant Amendment Agreement [Member] | Minimum [Member]
Subsequent Event [Line Items]
Exercise Price				$ 18.50	$ 18.50
Subsequent Event [Member] | H.C. Wainwright & Co., LLC [Member]
Subsequent Event [Line Items]
Warrants to purchase common stock		141,339
Exercise Price		$ 3.3165
Cash fee percentage		7.50%
Management fee percentage		1%
Subsequent Event [Member] | Warrant Amendment Agreement [Member]
Subsequent Event [Line Items]
Warrants to purchase common stock	876,654
Exercise Price	$ 5.85
Subsequent Event [Member] | Warrant Amendment Agreement [Member] | Minimum [Member]
Subsequent Event [Line Items]
Exercise Price	$ 2.47
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Warrants to purchase common stock	315,000
Per share	$ 0.00001
Public offering price	2.6532
Shares issued price per share	$ 2.6522
Subsequent Event [Member] | Prefunded Warrant [Member]
Subsequent Event [Line Items]
Warrants to purchase common stock	1,569,516
Subsequent Event [Member] | Warrant [Member]
Subsequent Event [Line Items]
Pre-funded description	Subject to certain limitations described in the Pre-Funded Warrants, the Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.001 per share any time until all of the Pre-Funded Warrants are exercised in full. A holder will not have the right to exercise any portion of the Warrants or the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% or 9.99%, respectively (or at the election of the holder of the Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants or the Pre-Funded Warrants, respectively. However, upon notice from the holder to the Company, the holder may increase the beneficial ownership limitation pursuant to the Warrants, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company