OMNIQ (OMQS) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	000-09047
Entity Registrant Name	OMNIQ Corp.
Entity Central Index Key	0000278165
Entity Tax Identification Number	20-3454263
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1865 West 2100 South
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84119
City Area Code	(801)
Local Phone Number	244-9577
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,459,286

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 9,993	$ 4,594
Accounts receivable, net	20,629	9,661
Inventory	6,794	1,507
Prepaid expenses	1,809	670
Other current assets	10	10
Total current assets	39,235	16,442
Property and equipment, net of accumulated depreciation of $767 and $555 respectively	888	289
Goodwill	16,453	14,695
Trade name, net of accumulated amortization of $3,714 and $1,156, respectively	2,570	1,028
Customer relationships, net of accumulated amortization of $9,279 and $4,885, respectively	6,450	4,479
Other intangibles, net of accumulated amortization of $1,402 and $1,104, respectively	931	1,042
Restricted Cash		533
Right of use lease asset	3,749	76
Other assets	2,322	74
Total assets	72,598	38,658
Current liabilities
Accounts payable and accrued liabilities	38,619	26,811
Line of credit	5,839	4,914
Accrued payroll and sales tax	2,061	1,717
Notes payable, related parties – current portion	390	433
Notes payable – current portion	5,641	6,449
Lease liability – current portion	1,310	31
Other current liabilities	2,796	1,412
Total current liabilities	56,656	41,767
Long term liabilities
Notes payable, related party, less current portion	390	683
Accrued interest and accrued liabilities, related party	63	56
Notes payable, less current portion	2,327	1
Lease liability	2,472	48
Other long-term liabilities	2,057	1,146
Total liabilities	63,965	43,701
Stockholders’ equity (deficit)
Common stock; $0.001 par value; 15,000,000 shares authorized; 7,448,597 and 4,684,736 shares issued and outstanding, respectively.	20	5
Additional paid-in capital	70,276	51,842
Accumulated (deficit)	(67,883)	(56,726)
Cumulative Translation Adjustment	(190)	(166)
Total OmniQ stockholders’ equity (deficit)	2,224	(5,043)
Non-controlling interest	6,409
TOTAL EQUITY (DEFICIT)	8,633	(5,043)
Total liabilities and equity (deficit)	72,598	38,658
Series A Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred Stock Value
Series B Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred Stock Value
Series C Preferred Stock [Member]
Stockholders’ equity (deficit)
Preferred Stock Value	$ 1	$ 2

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Property and equipment, accumulated depreciation	$ 767	$ 555
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	15,000,000	15,000,000
Common stock, shares, issued	7,448,597	4,684,736
Common stock, shares, outstanding	7,448,597	4,684,736
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	1	1
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	5,000,000	5,000,000
Preferred stock, shares issued	745,030	745,030
Preferred stock, shares outstanding	745,030	745,030
Trade Names [Member]
Finite-Lived Intangible Assets, Accumulated Amortization	$ 3,714	$ 1,156
Customer Relationships [Member]
Finite-Lived Intangible Assets, Accumulated Amortization	9,279	4,885
Other Intangible Assets [Member]
Finite-Lived Intangible Assets, Accumulated Amortization	$ 1,402	$ 1,104

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenues
Total Revenues	$ 20,513	$ 15,833	$ 53,383	$ 42,309
Cost of goods sold
Cost of goods sold	15,842	13,024	42,778	33,886
Gross profit	4,671	2,809	10,605	8,423
Operating expenses
Research & Development	474	428	1,437	1,260
Selling, general and administrative	6,801	4,808	15,348	11,838
Depreciation	82	44	167	134
Amortization	1,528	550	2,575	1,562
Total operating expenses	8,885	5,830	19,527	14,794
Loss from operations	(4,214)	(3,021)	(8,922)	(6,371)
Other income (expenses):
Interest expense	(587)	(744)	(1,890)	(1,957)
Other (expenses) income	(159)	(16)	2	(318)
Total other expenses	(746)	(760)	(1,888)	(2,275)
Net Loss Before Income Taxes	(4,960)	(3,781)	(10,810)	(8,646)
Provision for Income Taxes
Current	(117)		(119)
Total Provision for Income Taxes	(117)		(119)
Net Loss	(5,076)	(3,781)	(10,929)	(8,646)
Net income attributable to noncontrolling interest	166		166
Net Loss attributable to OmniQ Corp	(5,242)	(3,781)	(11,095)	(8,646)
Net loss	(5,076)	(3,781)	(10,929)	(8,646)
Foreign currency translation adjustment	(58)	(16)	(24)	(30)
Comprehensive loss	(5,134)	(3,797)	(10,953)	(8,676)
Reconciliation of net loss to net loss attributable to common shareholders
Less: Preferred stock – Series C dividend	(12)	(32)	(57)	(158)
Net loss less series C dividend	(5,064)	(3,813)	(10,872)	(8,804)
Net income after series C dividend attributable to noncontrolling interest	166		166
Net loss after series C dividend attributable to common stockholders’ of OmniQ Corp	$ (5,230)	$ (3,813)	$ (11,038)	$ (8,804)
Net (loss) per share - basic attributable to common stockholders’ of OmniQ Corp	$ (0.73)	$ (0.83)	$ (1.86)	$ (2.03)
Weighted average number of common shares outstanding - basic	7,224,958	4,588,944	5,971,440	4,339,634

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Series C Preferred Stock [Member]Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 5	$ 4	$ 46,861		$ (45,063)	$ 1	$ 1,808
Shares, Outstanding, Beginning Balance at Dec. 31, 2019	4,829	3,960
Dividend on Class C Shares					(72)		(72)
Accumulated other comprehensive loss						(17)	(17)
Stock-based compensation – options and warrants			190				190
Subscribed common stock			440				440
Professional fees – restricted shares			354				354
Stock Issued During Period, Shares, Restricted Stock Award, Gross		65
Other misc. items					14		14
Net (loss) income					(2,873)		(2,873)
Ending balance, value at Mar. 31, 2020	$ 5	$ 4	47,845		(47,994)	(16)	(156)
Shares, Outstanding, Ending Balance at Mar. 31, 2020	4,829	4,025
Dividend on Class C Shares					(54)		(54)
Accumulated other comprehensive loss						3	3
Stock-based compensation – options and warrants			105				105
Subscribed common stock
Subscribed common stock, shares		80
Professional fees – restricted shares			547				547
Stock Issued During Period, Shares, Restricted Stock Award, Gross		67
Exercise of stock options and warrants
exercise of stock options and warrants, shares		34
Conversion agreements - preferred shares	$ (3)		3
Converion agreements - preferred shares, shares	(2,684)
Conversion agreements - debt			822				822
Net (loss) income					(1,992)		(1,992)
Ending balance, value at Jun. 30, 2020	$ 2	$ 4	49,322		(50,040)	(13)	(725)
Shares, Outstanding, Ending Balance at Jun. 30, 2020	2,145	4,206
Beginning balance, value at Dec. 31, 2020	$ 2	$ 5	51,842		(56,726)	(166)	(5,043)
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	2,145	4,685
Dividend on Class C Shares					(31)		(31)
Exercise of stock options and warrants			2				2
exercise of stock options and warrants, shares		6
ESPP Stock Issuance			1				1
Stock-based compensation – options, warrants, issuances			786				786
Stock and Warrant issued for services			188				188
Stock and Warrant issued for service, shares		25
Cumulative translation adjustment						105	105
Other misc. items					(4)		(4)
Conversion of Equity
Net (loss) income					(3,343)		(3,343)
Ending balance, value at Mar. 31, 2021	$ 2	$ 5	52,819		(60,104)	(61)	(7,339)
Shares, Outstanding, Ending Balance at Mar. 31, 2021	2,145	4,716
Beginning balance, value at Dec. 31, 2020	$ 2	$ 5	51,842		(56,726)	(166)	(5,043)
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	2,145	4,685
Net (loss) income							(10,929)
Ending balance, value at Sep. 30, 2021	$ 1	$ 20	70,276		(67,883)	(190)	8,633
Shares, Outstanding, Ending Balance at Sep. 30, 2021	745	7,449
Beginning balance, value at Mar. 31, 2021	$ 2	$ 5	52,819		(60,104)	(61)	(7,339)
Shares, Outstanding, Beginning Balance at Mar. 31, 2021	2,145	4,716
Dividend on Class C Shares					(14)		(14)
Exercise of stock options and warrants			304				304
exercise of stock options and warrants, shares		240
ESPP Stock Issuance			4				4
ESPP Stock Issuance, shares		1
Stock-based compensation – options, warrants, issuances			786				786
Cumulative translation adjustment						(71)	(71)
Other misc. items
Conversion of Equity	$ (1)		1
Conversion of Equity, shares	(1,400)	70
Conversion of debt			203				203
Conversion of debt, Shares		25
Net (loss) income					(2,510)		(2,510)
Ending balance, value at Jun. 30, 2021	$ 1	$ 5	54,117		(62,628)	(132)	(8,637)
Shares, Outstanding, Ending Balance at Jun. 30, 2021	745	5,052
Dividend on Class C Shares					(12)		(12)
Exercise of stock options and warrants			132				132
exercise of stock options and warrants, shares		33
ESPP Stock Issuance			9				8
ESPP Stock Issuance, shares		1
Stock-based compensation – options, warrants, issuances			653				653
Stock and warrant issuances, net of issuance costs		$ 15	13,280				13,295
Stock and warrant issuances, net of issuance costs, shares		2,143
Stock and warrant issuance for Acquisition			2,084				2,084
Stock and warrant issuance for Acquisition, shares		220
Cumulative translation adjustment						(58)	1
Post acquisition adjustment					(1)		(325)
Dangot Acquisition							6,508
Net (loss) income					(5,242)		(5,076)
Ending balance, value at Sep. 30, 2021	$ 1	$ 20	$ 70,276		$ (67,883)	$ (190)	$ 8,633
Shares, Outstanding, Ending Balance at Sep. 30, 2021	745	7,449

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from continuing operating activities:
Net loss	$ (10,929)	$ (8,646)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock based compensation	2,620	2,275
Amortization of ROU lease asset	53	40
Depreciation and amortization	3,544	1,696
Changes in operating assets and liabilities:
Accounts receivable	2,502	(3,193)
Prepaid expenses	(1,139)	(116)
Inventory	(671)	218
Accounts payable and accrued liabilities	(1,104)	9,673
Accrued interest and accrued liabilities, related party	7	(26)
Accrued payroll and sales taxes payable	345	(14)
Other Current assets	428	48
Lease liability	920	(39)
Other liabilities	1,632	(420)
Net cash (used in) provided by operating activities	(1,792)	1,496
Cash flows from investing activities:
Payments for acquisition, net of cash acquired	(4,392)
Other assets		66
Purchase of property and equipment	(976)	(5)
Net cash provided by (used in) investing activities	(5,368)	61
Cash flows from financing activities:
Proceeds from private placement	13,295
Proceeds from ESPP stock issuance	14
Proceeds from / (payments on) line of credit	926	1,870
Net proceeds from Warrant exercise	279
Net Proceeds from Options Exercise	156
Proceeds from notes/loans payable	2,172	898
Payment on notes/loans payable	(4,793)	(874)
Net cash provided by (used in) financing activities	(12,049)	1,894
Net increase (decrease) in cash	4,889	3,451
Cash and restricted cash, beginning of period	5,127	1,615
Foreign currency Exchange	(23)
Cash and restricted cash, end of period	9,993	5,066
Cash paid for interest	1,101	77
Cash paid for taxes	110
Supplementary for non-cash flow information:
Right of use lease asset	1,276
Stock issued for services	188	1,971
Net assets acquired in business combination	13,052
Intangible assets acquired in non-cash exchange		885
Conversion of notes payable		281
Stock options and warrants issued	$ 171	$ 304

NATURE OF OPERATIONS

NATURE OF OPERATIONS	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NOTE 1 – NATURE OF OPERATIONS OMNIQ Corp., a Delaware corporation, formerly Quest Solution, Inc., together with its wholly owned subsidiaries, referred to herein as “we,” “us,” and “our” (“OMNIQ” or the “Company”), was incorporated in 1973. Since its incorporation, the Company has been involved in various lines of business. From 2008 and to 2013, we were in the business of developing oil and gas reserves. In January 2014, we determined it was in the best interest of our stockholders to focus on operating companies with a track record of positive cash flows and larger existing revenue bases. Our strategy developed into leveraging management’s relationships in the business world for investments for the Company. Since 2014, we have made the following acquisitions resulting in us becoming a leading provider of computerized and machine vision image processing solutions: ● Quest Solution, Inc. (January 2014) ● Bar Code Specialties, Inc. (November 2014) ● ViascanQdata, Inc (October 2015 – later sold in September 2016) ● HTS Image Processing, Inc. (October 2018) ● EyepaxIT Consulting LLC. (February 2021) We use patented and proprietary artificial intelligence (AI) technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic & parking management and access control applications. The technology and services we provide helps our clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. We offer end-to-end solutions that include hardware, software, communications, and full lifecycle management services. We are an established manufacturer and distributor of barcode labels, tags, and ribbons, as well as RFID labels and tags. Our highly tenured team of professionals has the knowledge and expertise to simplify the integration process for our customers, and our team delivers proven problem-solving solutions backed by numerous customer references. We offer comprehensive packaged and configurable software, and we are a leading provider of best-in-class mobile and wireless equipment. Our customers include government agencies and leading Fortune 500 companies from diverse sectors, including healthcare, food and beverage, manufacturing, retail, distribution, transportation and logistics, and oil, gas, and chemicals. COVID-19 The outbreak of the COVID-19 pandemic continues to affect the United States of America and the world, including in the primary regions we operate. Many State Governors issued temporary Executive Orders in 2020, that, among other stipulations, effectively limited in-person work activities for most industries and businesses having the effect of suspending or severely curtailing operations. Many of these orders are in the process of being lifted. To date, we have not incurred any significant interruptions to our day-to-day operations or supply chain, except some of our employees have or are working remotely. In response to the COVID-19 pandemic, we proactively implemented certain measures to strengthen cash flow, manage costs, strengthen liquidity, and enhance employee safety. These measures included the reduction of payroll costs, a reduction in capital expenditures and other discretionary spending, the elimination of most business travel and restriction of visitors to our corporate office, enhanced cleaning and disinfection procedures at our corporate office and branch locations, promotion of social distancing and the wearing of face coverings (masks) at our corporate office and branch locations, and requirements for employees to work from home where possible. The extent of the ultimate impact of the pandemic on our operational and financial performance will depend on various developments, including the duration and spread of the outbreak, the impact on capital and financial markets, governmental limitations on business operations generally, and its and their impact on potential customers, employees, vendors, and distribution partners, all of which cannot be reasonably predicted at this time.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES We describe our significant accounting policies in Note 2 of the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020. During the nine-month period ended September 30, 2021, there were no significant changes to those accounting policies. Principles of Consolidation and Basis of Presentation Our unaudited condensed consolidated financial statements include the financial position and results of operations of OMNIQ Corp. and its wholly owned subsidiaries Quest Marketing, Inc., Quest Exchange Ltd., OmniQ Technologies Ltd., HTS Image Ltd., and HTS Image Processing, Inc., collectively referred to herein as “we” or “us” or “our” or the “Company.” All significant intercompany accounts and transactions have been eliminated in these unaudited condensed consolidated financial statements. Business combinations are included in the unaudited condensed consolidated financial statements from their respective dates of acquisition. We have prepared the interim unaudited condensed consolidated financial statements included herein, in accordance with accounting principles generally accepted in the United States of America, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although we believe the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with our financial statements for the year ended December 31, 2020 and notes thereto included in our Form 10-K filed with the SEC on March 31, 2021. The Company operates in one segment. Operating results for the nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ended December 31, 2021. Use of Estimates We prepare our unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reported period. These assumptions and estimates could have a material effect on our unaudited condensed consolidated financial statements. Actual results may differ materially from those estimates. We review our estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause us to revise these estimates. Goodwill and Intangibles We have made acquisitions in the past that resulted in the recognition of goodwill. Goodwill is the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired. We evaluate goodwill for impairment annually or more frequently, if triggering events occur or other impairment indicators arise which might impair recoverability. Application of the goodwill impairment test requires judgment. We performed a Step 1 quantitative assessment of goodwill impairment as of December 31, 2020, our annual impairment test date. We compared the carrying value inclusive of goodwill and definite-lived intangible assets, to its fair value. We estimated the fair value of these reporting units by weighting results from the income approach and the market approach, as further described in Note 2 in our Annual Report on Form 10-K for the year ended December 31, 2020. Based on this quantitative test, we determined there was no Intangible assets with a limited life are being amortized on the straight-line method over useful lives ranging from 3 to 11 years. No events or indicators have occurred subsequent to December 31, 2020 that would affect the intangible assets. No impairment expense was recognized for the nine months ended September 30, 2021. Foreign Currency Translation Our unaudited condensed consolidated financial statements are presented in U.S. dollars. The functional currency for the Company is U.S. dollars. Transactions in currencies other than the functional currency are recorded using the appropriate exchange rate at the time of the transaction. All of our continuing operations are conducted in U.S. dollars except its subsidiary located in Israel. The records of the Israeli operation were maintained in the local currency and re-measured to the functional currency as follows: monetary assets and liabilities are converted using the balance sheet period-end date exchange rate, while the non-monetary assets and liabilities are converted using the historical exchange rate. Expenses and income items are converted using the weighted average exchange rates for the reporting period. Foreign transaction gains and losses are reported on the unaudited condensed consolidated statement of operations and were included in the amount of loss from comprehensive income. Net Loss Per Common Share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the nine-months ended September 30, 2021 and 2020 were 5,971,440 4,339,634 The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported as of: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE In thousands September 30, 2021 December 31, 2020 Options to purchase common stock 1,654 1,553 Convertible preferred stock - - Warrants to purchase common stock 1,404 75 Potential shares excluded from diluted net loss per share 3,058 1,628 Purchase Accounting and Business Combinations We account for our business combinations using the purchase method of accounting which requires that intangible assets be recognized apart from goodwill if they are contractual in nature or separately identifiable. Acquisitions are measured on the fair value of consideration exchanged and, if the consideration given is not cash, measurement is based on the fair value of the consideration given or the fair value of the assets acquired, whichever is more reliably measurable. The excess of cost of an acquired entity over the fair value of identifiable acquired assets and liabilities assumed is allocated to goodwill. The valuation and allocation processes rely on significant assumptions made by management. In certain situations, the allocations of excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when we receive updated information, including appraisals and other analyses, which are completed within one year of the acquisition. Revisions to the fair values, which may be significant, are recorded when pending information is finalized, within one year from the acquisition date. Revenue Recognition. When entering into contracts with our customers, we review follow the five steps outline in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) i. Identify the contract with our customer. ii. Identify the performance obligations in the contract. iii. Determine the transaction price. iv. Allocate the transaction price to the performance obligations. And v. Evaluate the satisfaction of the performance obligations, We account for contracts, with our customers, when we have approval and commitment from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of consideration is probable. We evaluate, in accordance with Topic 606, whether we meet the criteria to be a principal or an agent and record the revenue on a gross or net basis. We are considered a principal if we obtain control of any one of the following: i. A good or another asset from another party that we then transfer to our customer. ii. A right to a service to be performed by another party, which gives the us the ability to direct that party to provide the service to the customer on our behalf, and iii. A good or service from another party that we then combine with other goods or services in providing the specified good or service to our customer. We have certain relationships with manufacturers and suppliers to sell us products or provide services. Our contracts may transfer to our customer a right to a future service or product to be provided by our manufacturer or supplier. When a specified good or service is a right to a good or service is provided by a manufacturer or supplier, we evaluate whether we control the right to the goods or services before that right is transferred to the customer rather than whether we control the underlying goods or services. Indicators that we control the specified good or service before it is transferred to the customer (and we are therefore a principal) include, but are not limited to, the following: i. We are responsible for fulfilling the promise to provide the specified good or service. This typically includes responsibility for the acceptability of the specified good or service. If we are primarily responsible for fulfilling the promise to provide the specified good or service, this may indicate that the other party involved in providing the specified good or service is acting on our behalf. Often, we provide value added services (combining hardware, integrating hardware to software, etc.) to the products and services purchased from our manufacturers and suppliers. ii. We have inventory risk before the specified good or service has been transferred to a customer. Our purchases of products or services from our manufactures and suppliers is evidenced by our issuing a binding purchase order contract with the negotiated terms including specifications, pricing, delivery among other things. Our obligation for purchased products and services is mutually exclusive of our customers’ performance (failure to take acceptance, make payment, etc. iii. We have sole discretion in establishing our price for the specified good or service. Establishing the price our customer pays for a specified good or service may indicate we have the ability to direct the use of that good or service and obtain substantially all of the remaining benefits. We control and set the pricing for the product or services to be provided to our customers. If the terms of a transaction do not indicate we are acting as a principal in the transaction, we are then considered acting as an agent and the associated revenues would be recognized on a net basis. As principal, when (or as) we satisfy a performance obligation, we recognize revenue in the gross amount of consideration which we expect to be entitled in exchange for the specified good or service transferred. We are an agent if our performance obligation is to arrange for the provision of the specified good or service by another party. As an agent, we do not control the specified good or service provided by another party before that good or service is transferred to our customer. As an agent, when (or as) we satisfy a performance obligation, we recognize revenue in the amount of any fee or commission which we expect to be entitled in exchange for arranging for the specified goods or services to be provided by another party to our customer. Under Topic 606, we recognize revenue (on either a gross or net basis previously discussed) only when we satisfy a performance obligation by transferring a promised good or service to our customer. A good or service is considered to be transferred when the customer obtains control. The standard defines control as an entity’s ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset. We recognize revenue (either gross or net) once control has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: i. We have a right to payment for the product or service, ii. The customer has legal title to the product, iii. We have transferred physical possession of the product to the customer, iv. The customer has the risk and rewards of ownership of the product, and v. The customer has accepted the product. Revenue Recognition for Hardware. Manufacturers and suppliers, from whom we purchase hardware, often provide their warranties only providing assurance the products and services will conform to their specifications. These assurance type warranties are not sold separately and are not considered separate performance obligations. In some transactions, a third-party will provide the customer with an extended warranty. These extended warranties are sold separately and provide the customer with a service in addition to assurance that the product will function as expected. We consider these warranties to be separate performance obligations from the underlying product. For warranties, where we are arranging those services be provided by a third-party, we are acting as an agent in the transaction and records revenue on a net basis at the point of sale. Revenue Recognition for Software. As explained above, we evaluate whether the software assurance is a separate performance obligation by assessing if the third-party delivered software assurance is critical or essential to the core functionality of the software itself. This involves considering: i. If the software provides its original intended functionality to the customer without the updates, ii. If the customer would ascribe a higher value to the upgrades versus the up-front deliverable, iii. If the customer would expect frequent intelligence updates to the software (such as updates that maintain the original functionality), and iv. If the customer chooses to not delay or always install upgrades. If we determine the accompanying third-party delivered software assurance is critical or essential to the core functionality of the software license, the software license and the accompanying third-party delivered software assurance are recognized as a single performance obligation. In some transactions, a third-party will provide the customer with an extended warranty. These extended warranties are sold separately and provide the customer with a service in addition to assurance that the product will function as expected. We consider these warranties to be separate performance obligations from the underlying product. For warranties, where we are arranging those services be provided by a third-party, we are acting as an agent in the transaction and records revenue on a net basis at the point of sale. Revenue Recognition for Services. Revenues from the sale of professional and support services, provided by us, are recognized over the period the service is provided. As the customer receives the benefit of the service each month, we recognize the respective revenue on a gross basis as we are acting as a principal in the transaction. Additionally, we manage services team provides project support to customers that are billed on a fixed fee basis. We are acting as the principal in the transaction and recognize revenue on a gross basis based on the total number of hours incurred for the period over the total expected hours for the project. Total expected hours to complete the project is updated for each period and best represents the transfer of control of the service to the customer. Contract Asset. The Company recognizes revenue as explained in accordance with ASC 606. The Company has entered into contracts with customers that only allow us to invoice the customer once the total project is completed, creating a contract asset which is presented on a separate line item on the balance sheet as a current asset. Freight Costs. Stock-Based Compensation We periodically issue stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by Financial Accounting Standards Board (the “FASB”) where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. We record stock-based compensation expense according to the provisions of ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Under the provisions of ASC Topic 718, the Company determines the appropriate fair value model to be used for valuing share-based payments and the amortization method for compensation cost. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. We account for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“FASB ASC Section 505-50-30”). Pursuant to FASB ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. Recent Accounting Pronouncements We have evaluated the recent pronouncements and believe their adoption will not have a material effect on our financial statements. Reclassifications and Comparability Certain amounts in the financial statements of prior years have been reclassified to conform to the current year presentation for comparative purposes. This had no effect on total assets or net income.

GOING CONCERN

GOING CONCERN	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 – GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern. As of September 30, 2021, we had a working capital deficit of $ 16.6 67.9 Management has evaluated and assessed the Company’s ability to continue as a going concern. We believe that the achievements of the following positive factors alleviated the substantial doubt about our ability to continue as a going concern (not all inclusive): ● The successful capital raise of $ 15 ● The Company’s cash balance at September 30, 2021 of $ 9.99 ● The Company’s acquisition of Dangot Computers, Ltd. has improved the balance sheet, profitability and cash flow. ● The Company’s favorable settlement with a major creditor. Reference note 8 supplier note. ● The Company’s up-listing to the NASDAQ stock exchange enhancing the potential to issue additional stock. ● The Company’s historical ability to continue operations and meet cash flow requirements. Management considers these factors in the aggregate and believes that the Company has alleviated the substantial doubt about its ability to continue as a going concern.

CONCENTRATIONS

CONCENTRATIONS	9 Months Ended
	Sep. 30, 2021
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 4 – CONCENTRATIONS For the nine-months ended September 30, 2021 and the year ended December 31, 2020, two customers accounted for 26.1 % and 37.2 %, respectively, of the Company’s consolidated revenues. Accounts receivable at September 30, 2021 and December 31, 2020 are made up of trade receivables due from customers in the ordinary course of business. Four customers made up 20.2 % of the accounts receivable balance at September 30, 2021 and one customer represented 46 % of the balance of accounts receivable at December 31, 2020. Accounts payable are made up of amounts due to suppliers in the ordinary course of business at September 30, 2021 and December 31, 2020. One vendor made up 71 % and 92.4 % of our accounts payable on September 30, 2021 and December 31, 2020, respectively.

BUSINESS ACQUISITION

BUSINESS ACQUISITION	9 Months Ended
	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
BUSINESS ACQUISITION	NOTE 5 – BUSINESS ACQUISITION In February 2020, OMNIQ entered in an asset purchase agreement with Eyepax IT Consulting LLC, a California limited liability company, (“Eyepax”) and its principal owners (collectively the “Sellers”), pursuant to which we purchased certain assets from the Sellers at a cash purchase price of $ 245 80,000 20,000 5.00 February 28, 2023 100 On May 3, 2021, the Company and Omniq Technologies Ltd., a wholly owned subsidiary of the Company (“Omniq Technologies”) entered into a share purchase agreement (the “Dangot Share Purchase Agreement”) with Mr. Haim Dangot. Pursuant to the Dangot Share Purchase Agreement, Omniq Technologies agreed to purchase 51 5,100 23,740,500 7.6 The Closing Consideration was paid on July 8, 2021 in the following manner: (a) the Company issued 220,103 2,000,000 30 5,600,000 Haim Dangot also granted Omniq Technologies an irrevocable option to purchase the remaining 4,900 49 465,500 143,142 1 51 The following table summarizes the consideration given and the purchase price allocation: SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Purchase Price Consideration (in thousands) Total Consideration Cash payments $ 5,058 Accrued payable to owner 600 Fair value of stock issued ( 220,103 2,084 Debt assumed 5,310 Total consideration $ 13,052 Cash $ 666 Accounts Receivable 13,470 Inventory 4,616 Other Assets 5,392 Property and equipment 638 Goodwill 1,758 Trade name 1,893 Customer relationship 3,139 Other intangible assets 899 Assets acquired $ 32,471 Current liabilities assumed (12,911 ) Non-controlling interest (6,508 ) Net assets acquired $ 13,052 The following proforma unaudited revenue and earnings as if the acquisition had been included in the consolidated results of the company for the full year ending December 31, 2020. SCHEDULE OF PROFORMA UNAUDITED REVENUE AND EARNINGS 2021 2020 September 30, 2021 2020 (in thousands/unaudited) Revenue $ 72,940 $ 66,110 Net income (loss) $ (9,233 ) $ (7,892 ) Individual pro forma results for each acquisition are not disclosed, as individually these acquisitions would not have a material impact on the Company’s financial statements.

CREDIT FACILITIES AND LINE OF C

CREDIT FACILITIES AND LINE OF CREDIT	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
CREDIT FACILITIES AND LINE OF CREDIT	NOTE 6 – CREDIT FACILITIES AND LINE OF CREDIT We maintain operating lines of credit, factoring and revolving credit facilities with banks and finance companies to provide us working capital. In July 2016, we entered into a Factoring and Security Agreement (the “FASA”) with Action Capital Corporation (“Action”) to establish a sale of accounts receivable credit facility, whereby we may obtain short-term financing by selling and assigning acceptable accounts receivable to Action. Pursuant to the FASA, the outstanding principal amount of advances made by Action at any time shall not exceed $ 6.0 million. Action reserves and withholds up to 5 % of the face amount of each account purchased in a reserve account. As of September 30, 2021 and December 31, 2020, the balance outstanding was $ 5.8 4.9 million, respectively. The annual interest rate with respect to the daily average balance of unpaid advances outstanding under the FASA (computed on a monthly basis) is equal to the “Prime Rate” of Wells Fargo Bank N.A. plus 2.0 0.75

RELATED PARTY NOTES PAYABLE

RELATED PARTY NOTES PAYABLE	9 Months Ended
	Sep. 30, 2021
Related Party Notes Payable
RELATED PARTY NOTES PAYABLE	NOTE 7 – RELATED PARTY NOTES PAYABLE Related party notes payable, consisted of the following as of: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES September 30, 2021 December 31, 2020 In thousands Note payable –Marin $ 480 $ 660 Note payable –Thomet 300 413 Note payable–Shareholder Convertible Note - 43 Total notes payable 780 1,116 Less current portion (390 ) (433 ) Long-term portion $ 390 $ 683 Note Payable -Marin In December 2017, we entered into a $ 660 thousand, 1.89 % annual interest rate note payable (the “Marin Note”) with two individuals from whom we previously acquired their company (in 2014). The Marin Note is payable in 60 monthly principal payments of $ 20 thousand beginning in October 2018. Accrued interest payable as of September 30, 2021, was $ 63 thousand. Accrued interest is payable at maturity. Note Payable – Thomet In December 2017, we entered into a $ 750 13 Note Payable – Shareholder Convertible Note In October 2018, we entered into a $ 700 6 Future maturities of related party notes payable as of September 30, 2021, are as follows: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES In thousands 2021 97 2022 390 2023 293 2024 - Thereafter - Total $ 780

OTHER NOTES PAYABLE

OTHER NOTES PAYABLE	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
OTHER NOTES PAYABLE	NOTE 8 – OTHER NOTES PAYABLE Other notes payable at September 30, 2021 and December 31, 2020, consists of the following: SCHEDULE OF OTHER NOTES PAYABLE (In thousands) September 30, 2021 December 31, 2020 Note Payable- Supplier $ 2,843 $ 6,443 All Other 5,125 7 Total 7,968 6,450 Less current portion (5,641 ) (6,449 ) Long Term Notes Payable $ 2,327 $ 1 Note Payable - Supplier On July 18, 2016, the Company and the Supplier entered into a certain secured promissory note, with an effective date of July 1, 2016, in the principal amount of $ 12.5 18 250 ● On September 7, 2018, the Company entered into a Sixth Amendment to the Secured Promissory Note (the “Sixth Amendment”) extending the maturity date to January 31, 2019. The Sixth Amendment also increases the principal amount to $ 8.7 6.8 300 500 ● On April 30, 2019, the Company entered into a Seventh Amendment to the Secured Promissory Note (the “Seventh Amendment”) extending the maturity date to July 31, 2019. The Seventh Amendment also provides that the Company will continue to make monthly installments of principal and accrued interest in a minimum principal amount of $ 350 ● On July 20, 2021, the Company entered into the Eighth Amendment to the Secured Promissory Note (the “Eighth Amendment”) extending the maturity date to August 15, 2022 and reducing the interest rate from 18 10 300

OTHER LIABILITIES

OTHER LIABILITIES	9 Months Ended
	Sep. 30, 2021
Other Liabilities Disclosure [Abstract]
OTHER LIABILITIES	NOTE 9 – OTHER LIABILITIES At September 30, 2021 and December 31, 2020, other liabilities consisted of the following: SCHEDULE OF OTHER LIABILITIES (In thousands) September 30, 2021 December 31, 2020 Other vendor payable $ 801 $ 801 Dividend payable 1,164 253 Bonus payable - 27 Others 2,888 1,477 Total other liabilities 4,853 2,558 Less Current Portion (2,796 ) (1,412 ) Total long term other liabilities $ 2,057 $ 1,146

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 10 – STOCKHOLDERS’ EQUITY PREFERRED STOCK Series A As of September 30, 2021, there were 1,000,000 no The board of directors of the Company (the “Board”) had previously set the voting rights for the Series A preferred stock at 1 share of preferred to 250 common shares. Series B As of September 30, 2021, there was 1 no Series C As of September 30, 2021, there were 3,000,000 745,030 0.06 1 106 The Series C Preferred Stock has a liquidation value and conversion price of $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) and automatically converts into Common Stock at $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) in the event that the Company’s common stock has a closing price of $30 per share for 20 consecutive trading days. COMMON STOCK In August 2020, OMNIQ’ Board of Directors adopted an Equity Incentive Plan (the “Plan”), as an incentive to retain existing employees and attract new employees, directors, officers, consultants, and advisors to the Company. Pursuant to the Plan, one million ( 1,000,000 0.001 361,146 1.8 In December 2015, our Board of Directors approved the OMNIQ. Employee Stock Purchase Plan (the “ESPP”). For the nine months ending September 30, 2021 employees purchased 1,376 or $ 14 thousand shares of commons stock. On February 15, 2021 the Company issued 25,000 188 For the nine months ending September 30, 2021, 342,667 in stock options and stock warrants were exercised in exchange for 2,784,096 On July 8, 2021, the Company entered into a form of Securities Purchase Agreement (the “Securities Purchase Agreement”) with accredited investors. Pursuant to the Securities Purchase Agreement, on July 8, 2021 (the Closing Date”), the Company sold an aggregate gross proceeds of $ 15 7.00 Each Unit is comprised of one share of the Company’s common stock, $ 0.001 2,142,857 171,429 7.70 Warrants are exercisable for a period of five years ThinkEquity, a division of Fordham Financial Management, Inc. (the “Placement Agent”), acted as the sole placement agent for the Offering. In connection with the Offering, the Company entered into a Placement Agency Agreement with the Placement Agent, pursuant to which it paid the Placement Agent $ 1.2 150 171,429 7.70 five years The Company paid additional legal and other fees directly related to the Offering. The cash fees paid were netted against the Offering proceeds, as follows: SCHEDULE OF ADDITIONAL LEGAL AND OTHER FEES RELATED TO OFFERING (In thousands) Total proceeds from issuance of Common Stock and Warrants $ 15,000 Placement Agent fees (1,455 ) Commission, Legal and other fees (264 ) Total $ 13,281 The fair value of the Warrants issued to the Placement Agent and Consultant are included in the Warrants Paid in Capital account in stockholder’s equity. Warrants The following table summarizes information about warrants granted during the nine-month periods ended September 30, 2021 and 2020: SCHEDULE OF WARRANTS ACTIVITY September 30, 2021 September 30, 2020 Number of warrants Weighted Average Exercise Price Number of warrants Weighted Average Exercise Price Balance, beginning of period 1,366,667 $ 7.19 1,166,667 $ 6.42 Warrants granted 171,429 325,000 8.20 Warrants expired (15,000 ) 14.00 (10,000 ) 5.60 Warrants cancelled, forfeited - - - - Warrants exercised (119,167 ) 3.98 (150,000 ) 4.00 Balance, end of period 1,403,929 $ 7.45 1,331,667 $ 7.14 Exercisable warrants 1,320,596 $ 7.45 1,165,001 $ 7.08 Outstanding warrants as of September 30, 2021 are as follows: SCHEDULE OF OUTSTANDING WARRANTS Weighted Average Weighted Weighted Range of residual life Average Average Exercise span Outstanding Exercise Exercisable Exercise Prices (in years) Warrants Price Warrants Price 7.00 3.27 847,500 7.00 847,500 7.00 7.50 4.93 250,000 7.50 166,667 7.50 7.70 4.77 171,429 7.70 171,429 7.70 8.00 0.41 10,000 8.00 10,000 8.00 10.00 1.23 125,000 10.00 125,000 10.00 7.00 10.00 3.42 1,403,929 $ 7.45 1,320,596 $ 7.45 Warrants outstanding at September 30, 2021 and 2020 have the following expiry date and exercise prices: SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES Exercise Expiry Date Prices 2021 2020 October 10, 2020 12.00 - 15,000 December 30, 2020 4.00 - - February 02, 2021 14.00 - 15,000 August 02, 2021 2.20 - 75,000 October 10, 2021 10.00 25,000 25,000 February 27, 2022 8.00 10,000 10,000 May 18, 2023 10.00 50,000 50,000 October 14, 2023 10.00 50,000 - October 06, 2024 7.00 793,667 891,667 September 01, 2025 7.50 83,334 83,334 June 04, 2026 7.50 83,333 83,333 July 8, 2026 7.70 171429 - December 04, 2027 7.50 83,333 83,333 1,403,929 1,231,667 Stock Options The following table summarizes information about stock options granted during the nine months ended September 30, 2021 and 2020: SCHEDULE OF STOCK OPTIONS GRANTED September 30, 2021 September 30, 2020 Number of stock options Weighted Average Exercise Price Number of stock options Weighted Average Exercise Price Balance, beginning of period 1,811,550 $ 4.32 1,133,550 $ 4.00 Stock options granted - 775,000 4.63 Stock options expired - (30,250 ) 3.98 Stock options cancelled, forfeited (28,750 ) - Stock options exercised (223,500 ) (66,750 ) 2.51 Balance, end of period 1,559,300 $ 4.58 1,811,550 $ 4.32 Exercisable stock options 1,070,133 $ 4.56 959,550 $ 4.02 On September 30, 2020, the Company granted 775,000 Outstanding stock options as of September 30, 2021 are as follows: SCHEDULE OF OUTSTANDING STOCK OPTIONS Range of Exercise Prices Weighted Average residual life span (in years) Outstanding Stock Options Weighted Average Exercise Price Exercisable Stock Options Weighted Average Exercise Price $ 1.50 0.38 38,017 $ 1.50 38,017 $ 1.50 $ 1.80 0.38 76,033 $ 1.80 76,033 $ 1.80 $ $ 2.40 1.43 247,000 $ 2.40 247,000 $ 2.40 $ 4.20 3.55 10,000 $ 4.20 7,500 $ 4.20 $ 4.40 8.24 404,000 $ 4.40 170,667 $ 4.40 $ 4.84 9.00 380,000 $ 4.84 126,667 $ 4.84 $ 5.00 1.77 147,500 $ 5.00 142,500 $ 5.00 $ 5.40 2.17 131,750 $ 5.40 131,750 $ 5.40 $ 10.00 3.14 125,000 $ 10.00 125,000 $ 10.00 $ 1.50 10.00 5.16 1,564,300 $ 4.58 1,032,116 $ 4.73 Stock options outstanding at September 30, 2021, and 2020 have the following expiration date and exercise prices: SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES Expiration Date Exercise Prices September 30, 2021 September 30, 2020 August 2, 2021 $ 2.20 - 175,000 February 17, 2022 $ 1.50 38,017 38,017 February 17, 2022 $ 1.80 76,033 76,033 February 28, 2023 $ 5.00 20,000 - March 5, 2023 $ 2.40 247,000 340,000 July 31, 2023 $ 5.00 127,500 127,500 October 31, 2023 $ 4.40 59,000 108,250 November 30, 2023 $ 5.40 131,750 143,750 November 20, 2024 $ 10.00 125,000 125,000 April 20, 2025 $ 4.20 10,000 - September 30, 2030 $ 4.40 350,000 - September 30, 2030 $ 4.84 380,000 - 1,564,300 1,073,300

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11 – COMMITMENTS AND CONTINGENCIES Profit Sharing Plan We maintain a contributory profit-sharing plan covering substantially all fulltime employees within the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”). In 2016, the Safe Harbor element was removed from the plan and the employer may make a discretionary matching contribution equal to a uniform percentage or dollar amount of participants’ elective deferrals for each Plan Year. In 2015, we were required to make a safe harbor non-elective contribution equal to 3 percent of a participant’s compensation. The plan also includes a 401(k) savings plan feature that allows substantially all employees to make voluntary contributions and provides for discretionary matching contributions determined annually by the Board of Directors. For the nine months ending September 30, 2021, we elected to forgo the match. Operating Leases As of September 30, 2021, we had 8 operating leases as follows: ● Office space in Akron, Ohio, with monthly payments of $ 3 thousand and an incremental borrowing rate of 14.55 %. As of September 30, 2021, we had 20 months remaining on the lease. ● A vehicle with monthly payments of less than $ 1 thousand. As of September 30, 2021, the Company had 5 months remaining on the lease. ● Office space in Salt Lake City, UT, with monthly payments of $ 22 thousand. As of September 30, 2021 the company had 58 ● Yad haruzim 62500 65365 NIS . As of September 30, 2021, we had 38 months remaining on the lease. ● Gamdan 21,080 22,134 27 ● Rival 40,000 41,200 45 ● Hofman 3,500 33 ● Rental cars 2,000 6,000

LITIGATION

LITIGATION	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
LITIGATION	NOTE 12 – LITIGATION In September 2020 the Company was named as a defendant in a Mississippi state lawsuit (the “Mississippi case”) filed by Riverland Technologies LLC (“Riverland”) in the Circuit Court of Rankin County, Mississippi. The subject matter of the Mississippi case directly relates to the RedLPR case, to which Riverland was also a party. Subject to a settlement between the Company and Riverland, all of Riverland’s claims against the Company in the Mississippi case have been dismissed, and the Company is no longer a party to the Mississippi case. The Company was named a defendant in a case involving a former employee who claims he is owed approximately $ 60 The Company is not a party to any other pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 13 – RELATED PARTY TRANSACTIONS Related party transactions are discussed in Note 7.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14 – SUBSEQUENT EVENTS The Company assessed potential subsequent events and there were none as of the filing date.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation Our unaudited condensed consolidated financial statements include the financial position and results of operations of OMNIQ Corp. and its wholly owned subsidiaries Quest Marketing, Inc., Quest Exchange Ltd., OmniQ Technologies Ltd., HTS Image Ltd., and HTS Image Processing, Inc., collectively referred to herein as “we” or “us” or “our” or the “Company.” All significant intercompany accounts and transactions have been eliminated in these unaudited condensed consolidated financial statements. Business combinations are included in the unaudited condensed consolidated financial statements from their respective dates of acquisition. We have prepared the interim unaudited condensed consolidated financial statements included herein, in accordance with accounting principles generally accepted in the United States of America, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although we believe the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with our financial statements for the year ended December 31, 2020 and notes thereto included in our Form 10-K filed with the SEC on March 31, 2021. The Company operates in one segment. Operating results for the nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the year ended December 31, 2021.
Use of Estimates	Use of Estimates We prepare our unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reported period. These assumptions and estimates could have a material effect on our unaudited condensed consolidated financial statements. Actual results may differ materially from those estimates. We review our estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause us to revise these estimates.
Goodwill and Intangibles	Goodwill and Intangibles We have made acquisitions in the past that resulted in the recognition of goodwill. Goodwill is the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired. We evaluate goodwill for impairment annually or more frequently, if triggering events occur or other impairment indicators arise which might impair recoverability. Application of the goodwill impairment test requires judgment. We performed a Step 1 quantitative assessment of goodwill impairment as of December 31, 2020, our annual impairment test date. We compared the carrying value inclusive of goodwill and definite-lived intangible assets, to its fair value. We estimated the fair value of these reporting units by weighting results from the income approach and the market approach, as further described in Note 2 in our Annual Report on Form 10-K for the year ended December 31, 2020. Based on this quantitative test, we determined there was no Intangible assets with a limited life are being amortized on the straight-line method over useful lives ranging from 3 to 11 years. No events or indicators have occurred subsequent to December 31, 2020 that would affect the intangible assets. No impairment expense was recognized for the nine months ended September 30, 2021.
Foreign Currency Translation	Foreign Currency Translation Our unaudited condensed consolidated financial statements are presented in U.S. dollars. The functional currency for the Company is U.S. dollars. Transactions in currencies other than the functional currency are recorded using the appropriate exchange rate at the time of the transaction. All of our continuing operations are conducted in U.S. dollars except its subsidiary located in Israel. The records of the Israeli operation were maintained in the local currency and re-measured to the functional currency as follows: monetary assets and liabilities are converted using the balance sheet period-end date exchange rate, while the non-monetary assets and liabilities are converted using the historical exchange rate. Expenses and income items are converted using the weighted average exchange rates for the reporting period. Foreign transaction gains and losses are reported on the unaudited condensed consolidated statement of operations and were included in the amount of loss from comprehensive income.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The weighted-average number of common shares outstanding for computing basic EPS for the nine-months ended September 30, 2021 and 2020 were 5,971,440 4,339,634 The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported as of: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE In thousands September 30, 2021 December 31, 2020 Options to purchase common stock 1,654 1,553 Convertible preferred stock - - Warrants to purchase common stock 1,404 75 Potential shares excluded from diluted net loss per share 3,058 1,628
Purchase Accounting and Business Combinations	Purchase Accounting and Business Combinations We account for our business combinations using the purchase method of accounting which requires that intangible assets be recognized apart from goodwill if they are contractual in nature or separately identifiable. Acquisitions are measured on the fair value of consideration exchanged and, if the consideration given is not cash, measurement is based on the fair value of the consideration given or the fair value of the assets acquired, whichever is more reliably measurable. The excess of cost of an acquired entity over the fair value of identifiable acquired assets and liabilities assumed is allocated to goodwill. The valuation and allocation processes rely on significant assumptions made by management. In certain situations, the allocations of excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when we receive updated information, including appraisals and other analyses, which are completed within one year of the acquisition. Revisions to the fair values, which may be significant, are recorded when pending information is finalized, within one year from the acquisition date.
Revenue Recognition.	Revenue Recognition. When entering into contracts with our customers, we review follow the five steps outline in Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) i. Identify the contract with our customer. ii. Identify the performance obligations in the contract. iii. Determine the transaction price. iv. Allocate the transaction price to the performance obligations. And v. Evaluate the satisfaction of the performance obligations, We account for contracts, with our customers, when we have approval and commitment from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance and collectability of consideration is probable. We evaluate, in accordance with Topic 606, whether we meet the criteria to be a principal or an agent and record the revenue on a gross or net basis. We are considered a principal if we obtain control of any one of the following: i. A good or another asset from another party that we then transfer to our customer. ii. A right to a service to be performed by another party, which gives the us the ability to direct that party to provide the service to the customer on our behalf, and iii. A good or service from another party that we then combine with other goods or services in providing the specified good or service to our customer. We have certain relationships with manufacturers and suppliers to sell us products or provide services. Our contracts may transfer to our customer a right to a future service or product to be provided by our manufacturer or supplier. When a specified good or service is a right to a good or service is provided by a manufacturer or supplier, we evaluate whether we control the right to the goods or services before that right is transferred to the customer rather than whether we control the underlying goods or services. Indicators that we control the specified good or service before it is transferred to the customer (and we are therefore a principal) include, but are not limited to, the following: i. We are responsible for fulfilling the promise to provide the specified good or service. This typically includes responsibility for the acceptability of the specified good or service. If we are primarily responsible for fulfilling the promise to provide the specified good or service, this may indicate that the other party involved in providing the specified good or service is acting on our behalf. Often, we provide value added services (combining hardware, integrating hardware to software, etc.) to the products and services purchased from our manufacturers and suppliers. ii. We have inventory risk before the specified good or service has been transferred to a customer. Our purchases of products or services from our manufactures and suppliers is evidenced by our issuing a binding purchase order contract with the negotiated terms including specifications, pricing, delivery among other things. Our obligation for purchased products and services is mutually exclusive of our customers’ performance (failure to take acceptance, make payment, etc. iii. We have sole discretion in establishing our price for the specified good or service. Establishing the price our customer pays for a specified good or service may indicate we have the ability to direct the use of that good or service and obtain substantially all of the remaining benefits. We control and set the pricing for the product or services to be provided to our customers. If the terms of a transaction do not indicate we are acting as a principal in the transaction, we are then considered acting as an agent and the associated revenues would be recognized on a net basis. As principal, when (or as) we satisfy a performance obligation, we recognize revenue in the gross amount of consideration which we expect to be entitled in exchange for the specified good or service transferred. We are an agent if our performance obligation is to arrange for the provision of the specified good or service by another party. As an agent, we do not control the specified good or service provided by another party before that good or service is transferred to our customer. As an agent, when (or as) we satisfy a performance obligation, we recognize revenue in the amount of any fee or commission which we expect to be entitled in exchange for arranging for the specified goods or services to be provided by another party to our customer. Under Topic 606, we recognize revenue (on either a gross or net basis previously discussed) only when we satisfy a performance obligation by transferring a promised good or service to our customer. A good or service is considered to be transferred when the customer obtains control. The standard defines control as an entity’s ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset. We recognize revenue (either gross or net) once control has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: i. We have a right to payment for the product or service, ii. The customer has legal title to the product, iii. We have transferred physical possession of the product to the customer, iv. The customer has the risk and rewards of ownership of the product, and v. The customer has accepted the product. Revenue Recognition for Hardware. Manufacturers and suppliers, from whom we purchase hardware, often provide their warranties only providing assurance the products and services will conform to their specifications. These assurance type warranties are not sold separately and are not considered separate performance obligations. In some transactions, a third-party will provide the customer with an extended warranty. These extended warranties are sold separately and provide the customer with a service in addition to assurance that the product will function as expected. We consider these warranties to be separate performance obligations from the underlying product. For warranties, where we are arranging those services be provided by a third-party, we are acting as an agent in the transaction and records revenue on a net basis at the point of sale. Revenue Recognition for Software. As explained above, we evaluate whether the software assurance is a separate performance obligation by assessing if the third-party delivered software assurance is critical or essential to the core functionality of the software itself. This involves considering: i. If the software provides its original intended functionality to the customer without the updates, ii. If the customer would ascribe a higher value to the upgrades versus the up-front deliverable, iii. If the customer would expect frequent intelligence updates to the software (such as updates that maintain the original functionality), and iv. If the customer chooses to not delay or always install upgrades. If we determine the accompanying third-party delivered software assurance is critical or essential to the core functionality of the software license, the software license and the accompanying third-party delivered software assurance are recognized as a single performance obligation. In some transactions, a third-party will provide the customer with an extended warranty. These extended warranties are sold separately and provide the customer with a service in addition to assurance that the product will function as expected. We consider these warranties to be separate performance obligations from the underlying product. For warranties, where we are arranging those services be provided by a third-party, we are acting as an agent in the transaction and records revenue on a net basis at the point of sale. Revenue Recognition for Services. Revenues from the sale of professional and support services, provided by us, are recognized over the period the service is provided. As the customer receives the benefit of the service each month, we recognize the respective revenue on a gross basis as we are acting as a principal in the transaction. Additionally, we manage services team provides project support to customers that are billed on a fixed fee basis. We are acting as the principal in the transaction and recognize revenue on a gross basis based on the total number of hours incurred for the period over the total expected hours for the project. Total expected hours to complete the project is updated for each period and best represents the transfer of control of the service to the customer. Contract Asset. The Company recognizes revenue as explained in accordance with ASC 606. The Company has entered into contracts with customers that only allow us to invoice the customer once the total project is completed, creating a contract asset which is presented on a separate line item on the balance sheet as a current asset. Freight Costs.
Stock-Based Compensation	Stock-Based Compensation We periodically issue stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by Financial Accounting Standards Board (the “FASB”) where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. We record stock-based compensation expense according to the provisions of ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Under the provisions of ASC Topic 718, the Company determines the appropriate fair value model to be used for valuing share-based payments and the amortization method for compensation cost. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. We account for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“FASB ASC Section 505-50-30”). Pursuant to FASB ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.
Recent Accounting Pronouncements	Recent Accounting Pronouncements We have evaluated the recent pronouncements and believe their adoption will not have a material effect on our financial statements.
Reclassifications and Comparability	Reclassifications and Comparability Certain amounts in the financial statements of prior years have been reclassified to conform to the current year presentation for comparative purposes. This had no effect on total assets or net income.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE	The following table sets forth the potentially dilutive securities excluded from the computation of diluted net loss per share because such securities have an anti-dilutive impact due to losses reported as of: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE In thousands September 30, 2021 December 31, 2020 Options to purchase common stock 1,654 1,553 Convertible preferred stock - - Warrants to purchase common stock 1,404 75 Potential shares excluded from diluted net loss per share 3,058 1,628

BUSINESS ACQUISITION (Tables)

BUSINESS ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED	SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Purchase Price Consideration (in thousands) Total Consideration Cash payments $ 5,058 Accrued payable to owner 600 Fair value of stock issued ( 220,103 2,084 Debt assumed 5,310 Total consideration $ 13,052 Cash $ 666 Accounts Receivable 13,470 Inventory 4,616 Other Assets 5,392 Property and equipment 638 Goodwill 1,758 Trade name 1,893 Customer relationship 3,139 Other intangible assets 899 Assets acquired $ 32,471 Current liabilities assumed (12,911 ) Non-controlling interest (6,508 ) Net assets acquired $ 13,052
SCHEDULE OF PROFORMA UNAUDITED REVENUE AND EARNINGS	The following proforma unaudited revenue and earnings as if the acquisition had been included in the consolidated results of the company for the full year ending December 31, 2020. SCHEDULE OF PROFORMA UNAUDITED REVENUE AND EARNINGS 2021 2020 September 30, 2021 2020 (in thousands/unaudited) Revenue $ 72,940 $ 66,110 Net income (loss) $ (9,233 ) $ (7,892 )

RELATED PARTY NOTES PAYABLE (Ta

RELATED PARTY NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2021
Related Party Notes Payable
SCHEDULE OF NOTES PAYABLE, RELATED PARTIES	Related party notes payable, consisted of the following as of: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES September 30, 2021 December 31, 2020 In thousands Note payable –Marin $ 480 $ 660 Note payable –Thomet 300 413 Note payable–Shareholder Convertible Note - 43 Total notes payable 780 1,116 Less current portion (390 ) (433 ) Long-term portion $ 390 $ 683
SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES	Future maturities of related party notes payable as of September 30, 2021, are as follows: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES In thousands 2021 97 2022 390 2023 293 2024 - Thereafter - Total $ 780

OTHER NOTES PAYABLE (Tables)

OTHER NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
SCHEDULE OF OTHER NOTES PAYABLE	Other notes payable at September 30, 2021 and December 31, 2020, consists of the following: SCHEDULE OF OTHER NOTES PAYABLE (In thousands) September 30, 2021 December 31, 2020 Note Payable- Supplier $ 2,843 $ 6,443 All Other 5,125 7 Total 7,968 6,450 Less current portion (5,641 ) (6,449 ) Long Term Notes Payable $ 2,327 $ 1

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2021
Other Liabilities Disclosure [Abstract]
SCHEDULE OF OTHER LIABILITIES	At September 30, 2021 and December 31, 2020, other liabilities consisted of the following: SCHEDULE OF OTHER LIABILITIES (In thousands) September 30, 2021 December 31, 2020 Other vendor payable $ 801 $ 801 Dividend payable 1,164 253 Bonus payable - 27 Others 2,888 1,477 Total other liabilities 4,853 2,558 Less Current Portion (2,796 ) (1,412 ) Total long term other liabilities $ 2,057 $ 1,146

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
SCHEDULE OF ADDITIONAL LEGAL AND OTHER FEES RELATED TO OFFERING	The Company paid additional legal and other fees directly related to the Offering. The cash fees paid were netted against the Offering proceeds, as follows: SCHEDULE OF ADDITIONAL LEGAL AND OTHER FEES RELATED TO OFFERING (In thousands) Total proceeds from issuance of Common Stock and Warrants $ 15,000 Placement Agent fees (1,455 ) Commission, Legal and other fees (264 ) Total $ 13,281
SCHEDULE OF WARRANTS ACTIVITY	The following table summarizes information about warrants granted during the nine-month periods ended September 30, 2021 and 2020: SCHEDULE OF WARRANTS ACTIVITY September 30, 2021 September 30, 2020 Number of warrants Weighted Average Exercise Price Number of warrants Weighted Average Exercise Price Balance, beginning of period 1,366,667 $ 7.19 1,166,667 $ 6.42 Warrants granted 171,429 325,000 8.20 Warrants expired (15,000 ) 14.00 (10,000 ) 5.60 Warrants cancelled, forfeited - - - - Warrants exercised (119,167 ) 3.98 (150,000 ) 4.00 Balance, end of period 1,403,929 $ 7.45 1,331,667 $ 7.14 Exercisable warrants 1,320,596 $ 7.45 1,165,001 $ 7.08
SCHEDULE OF OUTSTANDING WARRANTS	Outstanding warrants as of September 30, 2021 are as follows: SCHEDULE OF OUTSTANDING WARRANTS Weighted Average Weighted Weighted Range of residual life Average Average Exercise span Outstanding Exercise Exercisable Exercise Prices (in years) Warrants Price Warrants Price 7.00 3.27 847,500 7.00 847,500 7.00 7.50 4.93 250,000 7.50 166,667 7.50 7.70 4.77 171,429 7.70 171,429 7.70 8.00 0.41 10,000 8.00 10,000 8.00 10.00 1.23 125,000 10.00 125,000 10.00 7.00 10.00 3.42 1,403,929 $ 7.45 1,320,596 $ 7.45
SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES	Warrants outstanding at September 30, 2021 and 2020 have the following expiry date and exercise prices: SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES Exercise Expiry Date Prices 2021 2020 October 10, 2020 12.00 - 15,000 December 30, 2020 4.00 - - February 02, 2021 14.00 - 15,000 August 02, 2021 2.20 - 75,000 October 10, 2021 10.00 25,000 25,000 February 27, 2022 8.00 10,000 10,000 May 18, 2023 10.00 50,000 50,000 October 14, 2023 10.00 50,000 - October 06, 2024 7.00 793,667 891,667 September 01, 2025 7.50 83,334 83,334 June 04, 2026 7.50 83,333 83,333 July 8, 2026 7.70 171429 - December 04, 2027 7.50 83,333 83,333 1,403,929 1,231,667
SCHEDULE OF STOCK OPTIONS GRANTED	The following table summarizes information about stock options granted during the nine months ended September 30, 2021 and 2020: SCHEDULE OF STOCK OPTIONS GRANTED September 30, 2021 September 30, 2020 Number of stock options Weighted Average Exercise Price Number of stock options Weighted Average Exercise Price Balance, beginning of period 1,811,550 $ 4.32 1,133,550 $ 4.00 Stock options granted - 775,000 4.63 Stock options expired - (30,250 ) 3.98 Stock options cancelled, forfeited (28,750 ) - Stock options exercised (223,500 ) (66,750 ) 2.51 Balance, end of period 1,559,300 $ 4.58 1,811,550 $ 4.32 Exercisable stock options 1,070,133 $ 4.56 959,550 $ 4.02
SCHEDULE OF OUTSTANDING STOCK OPTIONS	Outstanding stock options as of September 30, 2021 are as follows: SCHEDULE OF OUTSTANDING STOCK OPTIONS Range of Exercise Prices Weighted Average residual life span (in years) Outstanding Stock Options Weighted Average Exercise Price Exercisable Stock Options Weighted Average Exercise Price $ 1.50 0.38 38,017 $ 1.50 38,017 $ 1.50 $ 1.80 0.38 76,033 $ 1.80 76,033 $ 1.80 $ $ 2.40 1.43 247,000 $ 2.40 247,000 $ 2.40 $ 4.20 3.55 10,000 $ 4.20 7,500 $ 4.20 $ 4.40 8.24 404,000 $ 4.40 170,667 $ 4.40 $ 4.84 9.00 380,000 $ 4.84 126,667 $ 4.84 $ 5.00 1.77 147,500 $ 5.00 142,500 $ 5.00 $ 5.40 2.17 131,750 $ 5.40 131,750 $ 5.40 $ 10.00 3.14 125,000 $ 10.00 125,000 $ 10.00 $ 1.50 10.00 5.16 1,564,300 $ 4.58 1,032,116 $ 4.73
SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES	Stock options outstanding at September 30, 2021, and 2020 have the following expiration date and exercise prices: SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES Expiration Date Exercise Prices September 30, 2021 September 30, 2020 August 2, 2021 $ 2.20 - 175,000 February 17, 2022 $ 1.50 38,017 38,017 February 17, 2022 $ 1.80 76,033 76,033 February 28, 2023 $ 5.00 20,000 - March 5, 2023 $ 2.40 247,000 340,000 July 31, 2023 $ 5.00 127,500 127,500 October 31, 2023 $ 4.40 59,000 108,250 November 30, 2023 $ 5.40 131,750 143,750 November 20, 2024 $ 10.00 125,000 125,000 April 20, 2025 $ 4.20 10,000 - September 30, 2030 $ 4.40 350,000 - September 30, 2030 $ 4.84 380,000 - 1,564,300 1,073,300

SCHEDULE OF ANTI DILUTIVE SECUR

SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share	3,058	1,628
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share	1,654	1,553
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share	1,404	75

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Impairment of goodwill	$ 0		$ 0
Weighted average number of diluted shares outstanding	5,971,440	4,339,634
Minimum [Member]
Property, Plant and Equipment [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Finite-Lived Intangible Asset, Useful Life	11 years

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ 16,600
Accumulated deficit	67,883	$ 56,726
Raise capital	15,000
Cash	$ 9,990

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Revenue Benchmark [Member] | Two Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	26.10%	37.20%
Accounts Receivable [Member] | Four Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	20.20%
Accounts Receivable [Member] | One Customers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage		46.00%
Accounts Payable [Member] | One Vendor [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	71.00%	92.40%

SCHEDULE OF RECOGNIZED FAIR VAL

SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) $ in Thousands	May 03, 2021	Sep. 30, 2021	Sep. 30, 2020
Business Acquisition [Line Items]
Cash payments		$ 4,392
Dangot Shares [Member]
Business Acquisition [Line Items]
Cash payments	$ 5,058
Accrued payable to owner	600
Fair value of stock issued (220,103 shares)	2,084
Debt assumed	5,310
Total consideration	13,052
Cash	666
Accounts Receivable	13,470
Inventory	4,616
Other Assets	5,392
Property and equipment	638
Goodwill	1,758
Trade name	1,893
Customer relationship	3,139
Other intangible assets	899
Assets acquired	32,471
Current liabilities assumed	(12,911)
Non-controlling interest	(6,508)
Net assets acquired	$ 13,052

SCHEDULE OF RECOGNIZED FAIR V_2

SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) (Parenthetical)	May 03, 2021shares
Dangot Shares [Member]
Business Acquisition [Line Items]
Business acquisition stock issued, shares	220,103

SCHEDULE OF PROFORMA UNAUDITED

SCHEDULE OF PROFORMA UNAUDITED REVENUE AND EARNINGS (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Business Combination and Asset Acquisition [Abstract]
Revenue	$ 72,940	$ 66,110
Net income (loss)	$ (9,233)	$ (7,892)

BUSINESS ACQUISITION (Details N

BUSINESS ACQUISITION (Details Narrative)	Jul. 08, 2021USD ($)dshares	Jul. 08, 2021ILS (₪)shares	Jul. 08, 2021USD ($)dshares	May 03, 2021shares	Feb. 28, 2020USD ($)$ / sharesshares	Sep. 30, 2021USD ($)shares	Sep. 30, 2020$ / sharesshares
Business Acquisition [Line Items]
Number of options granted to purchase common stock							775,000
Weighted average exercise price, stock options granted | $ / shares							$ 4.63
Cash | $						$ 9,990,000
Omniq Technologies [Member]
Business Acquisition [Line Items]
Stock issued				5,100
Haim Dagot [Member]
Business Acquisition [Line Items]
Stock issued				4,900
Asset Purchase Agreement [Member] | Eyepax I T Consulting L L C [Member]
Business Acquisition [Line Items]
Cash purchase price | $					$ 245,000
Number of shares will be issued					80,000
Number of options granted to purchase common stock					20,000
Weighted average exercise price, stock options granted | $ / shares					$ 5
Stock options, expiration date					Feb. 28, 2023
Asset Purchase Agreement [Member] | Haim Dangot [Member]
Business Acquisition [Line Items]
Weighted average exercise price, stock options granted | $ / shares					$ 0.01
Employment Agreement [Member] | Mr Caldera [Member]
Business Acquisition [Line Items]
Annual salary | $					$ 100,000
Definitive Acquisition Agreement [Member]
Business Acquisition [Line Items]
Stock issued during period, restricted shares			2,000,000
Number of trading days | d	30		30
Cash | $	$ 5,600,000		$ 5,600,000
Remaining acquired percentage				49.00%
Definitive Acquisition Agreement [Member] | Omniq Technologies [Member]
Business Acquisition [Line Items]
Stock issued during period, new issues	7,600,000	₪ 23,740,500
Definitive Acquisition Agreement [Member] | Haim Dangot [Member]
Business Acquisition [Line Items]
Stock issued during period, new issues	$ 143,142	₪ 465,500
Definitive Acquisition Agreement [Member] | Dangot Computers Ltd [Member]
Business Acquisition [Line Items]
Acquisition percentage				51.00%
Definitive Acquisition Agreement [Member] | Haim Dangot [Member]
Business Acquisition [Line Items]
Acquisition percentage				51.00%
Securities Purchase Agreement [Member]
Business Acquisition [Line Items]
Stock issued	220,103	220,103

CREDIT FACILITIES AND LINE OF_2

CREDIT FACILITIES AND LINE OF CREDIT (Details Narrative) - USD ($) $ in Millions	1 Months Ended
	Jul. 31, 2016	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Line of credit		$ 5.8	$ 4.9
Factoring and Security Agreement [Member] | Document and Entity Information
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity	$ 6
Percentage of reserve account	5.00%
Line of credit facility, unused capacity, commitment fee percentage	0.75%
Factoring and Security Agreement [Member] | Document and Entity Information | Prime Rate [Member]
Debt Instrument [Line Items]
Line of credit facility, unused capacity, commitment fee percentage	2.00%

SCHEDULE OF NOTES PAYABLE, RELA

SCHEDULE OF NOTES PAYABLE, RELATED PARTIES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Total notes payable	$ 780	$ 1,116
Less: current portion	(390)	(433)
Long Term Notes Payable	390	683
Note Payable Marin [Member]
Short-term Debt [Line Items]
Total notes payable	480	660
Note Payable Thomet [Member]
Short-term Debt [Line Items]
Total notes payable	300	413
Note Payable - Shareholder Convertible Note [Member]
Short-term Debt [Line Items]
Total notes payable		$ 43

SCHEDULE OF FUTURE MATURITIES O

SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES (Details) $ in Thousands	Sep. 30, 2021USD ($)
Related Party Notes Payable
2021	$ 97
2022	390
2023	293
2024
Thereafter
Total	$ 780

RELATED PARTY NOTES PAYABLE (De

RELATED PARTY NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Oct. 31, 2018	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2017
Short-term Debt [Line Items]
Note payable, related parties		$ 780	$ 1,116
Accrued interest payable		$ 63	$ 56
Marin Note [Member]
Short-term Debt [Line Items]
Note payable, related parties				$ 660
Debt instruments interest rate				1.89%
Monthly principal payments	$ 20
Thomet Note [Member]
Short-term Debt [Line Items]
Note payable, related parties				$ 750
Monthly principal payments	13
Share holder Convertible Note [Member]
Short-term Debt [Line Items]
Note payable, related parties	$ 700
Debt instruments interest rate	6.00%

SCHEDULE OF OTHER NOTES PAYABLE

SCHEDULE OF OTHER NOTES PAYABLE (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Total notes payable	$ 7,968	$ 6,450
Less current portion	(5,641)	(6,449)
Total notes payable	2,327	1
Note Payable- Supplier [Member]
Short-term Debt [Line Items]
Total notes payable	2,843	6,443
All Other [Member]
Short-term Debt [Line Items]
Total notes payable	$ 5,125	$ 7

OTHER NOTES PAYABLE (Details Na

OTHER NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands	Jul. 20, 2021	Sep. 07, 2018	Jul. 18, 2016	Apr. 30, 2019
First Minimum Payment [Member].
Debt Instrument [Line Items]
Debt instruments periodic payment				$ 350
Eighth Amendment [Member]
Debt Instrument [Line Items]
Debt instruments periodic payment	$ 300
Eighth Amendment [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest rate	18.00%
Eighth Amendment [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate	10.00%
Secured Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount			$ 12,500
Debt instruments interest rate			18.00%
Debt instruments periodic payment			$ 250
Secured Promissory Note [Member] | Sixth Amendment Agreement [Member]
Debt Instrument [Line Items]
Debt instrument face amount		$ 8,700
Debt instrument, increase, accrued interest		6,800
Secured Promissory Note [Member] | Sixth Amendment Agreement [Member] | First Three Monthly Payments [Member]
Debt Instrument [Line Items]
Debt instruments periodic payment		300
Secured Promissory Note [Member] | Sixth Amendment Agreement [Member] | Last Two Monthly Payments [Member]
Debt Instrument [Line Items]
Debt instruments periodic payment		$ 500

SCHEDULE OF OTHER LIABILITIES (

SCHEDULE OF OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Other vendor payable	$ 801	$ 801
Dividend payable	1,164	253
Bonus payable		27
Others	2,888	1,477
Total other liabilities	4,853	2,558
Less Current Portion	(2,796)	(1,412)
Total long term other liabilities	$ 2,057	$ 1,146

SCHEDULE OF ADDITIONAL LEGAL AN

SCHEDULE OF ADDITIONAL LEGAL AND OTHER FEES RELATED TO OFFERING (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total	$ 13,281
Placement Agent fees	(1,455)
Commission, Legal and other fees	(264)
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total	$ 15,000

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Equity [Abstract]
Number of warrants, Outstanding, Beginning of period	1,366,667	1,166,667
Weighted Average Exercise Price balance, Outstanding, Beginning of period	$ 7.19	$ 6.42
Number of warrants, Warrants granted	171,429	325,000
Weighted Average Exercise Price, Warrants granted		$ 8.20
Number of warrants, Warrants expired	(15,000)	(10,000)
Weighted Average Exercise Price, Warrants expired	$ 14	$ 5.60
Number of warrants, Warrants cancelled, forfeited
Weighted Average Exercise Price, Warrants cancelled, forfeited
Number of warrants, Warrants exercised	(119,167)	(150,000)
Weighted Average Exercise Price, Warrants exercised	$ 3.98	$ 4
Number of warrants, Outstanding, End of period	1,403,929	1,331,667
Weighted Average Exercise Price, Outstanding, End of period	$ 7.45	$ 7.14
Number of warrants, Exercisable warrants	1,320,596	1,165,001
Weighted Average Exercise Price, Exercisable warrants	$ 7.45	$ 7.08

SCHEDULE OF OUTSTANDING WARRANT

SCHEDULE OF OUTSTANDING WARRANTS (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Weighted Average residual life span (in years)	3 years 5 months 1 day
Outstanding Warrants | shares	1,403,929
Weighted Average Exercise Price	$ 7.45
Exercisable Warrants | shares	1,320,596
Weighted Average Exercise Price	$ 7.45
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices	7
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices	10
Exercise Price Range 1 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit	$ 7
Weighted Average residual life span (in years)	3 years 3 months 7 days
Outstanding Warrants | shares	847,500
Weighted Average Exercise Price	$ 7
Exercisable Warrants | shares	847,500
Weighted Average Exercise Price	$ 7
Exercise Price Range 2 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit	$ 7.50
Weighted Average residual life span (in years)	4 years 11 months 4 days
Outstanding Warrants | shares	250,000
Weighted Average Exercise Price	$ 7.50
Exercisable Warrants | shares	166,667
Weighted Average Exercise Price	$ 7.50
Exercise Price Range 3 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit	$ 7.70
Weighted Average residual life span (in years)	4 years 9 months 7 days
Outstanding Warrants | shares	171,429
Weighted Average Exercise Price	$ 7.70
Exercisable Warrants | shares	171,429
Weighted Average Exercise Price	$ 7.70
Exercise Price Range 4 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit	$ 8
Weighted Average residual life span (in years)	4 months 28 days
Outstanding Warrants | shares	10,000
Weighted Average Exercise Price	$ 8
Exercisable Warrants | shares	10,000
Weighted Average Exercise Price	$ 8
Exercise Price Range Five [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit	$ 10
Weighted Average residual life span (in years)	1 year 2 months 23 days
Outstanding Warrants | shares	125,000
Weighted Average Exercise Price	$ 10
Exercisable Warrants | shares	125,000
Weighted Average Exercise Price	$ 10

SCHEDULE OF WARRANTS OUTSTANDIN

SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES (Details) - $ / shares	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant Outstanding	1,403,929	1,231,667
October 10, 2020 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Oct. 10, 2020
Warrant Exercise Prices	$ 12
Warrant Outstanding		15,000
December 30, 2020 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Dec. 30, 2020
Warrant Exercise Prices	$ 4
Warrant Outstanding
February 02, 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Feb. 2, 2021
Warrant Exercise Prices	$ 14
Warrant Outstanding		15,000
August 2, 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Aug. 2, 2021
Warrant Exercise Prices	$ 2.20
Warrant Outstanding		75,000
October 10, 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Oct. 10, 2021
Warrant Exercise Prices	$ 10
Warrant Outstanding	25,000	25,000
February 27, 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Feb. 27, 2022
Warrant Exercise Prices	$ 8
Warrant Outstanding	10,000	10,000
May 18, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	May 18, 2023
Warrant Exercise Prices	$ 10
Warrant Outstanding	50,000	50,000
October 14, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Oct. 14, 2023
Warrant Exercise Prices	$ 10
Warrant Outstanding	50,000
October 6, 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Oct. 6, 2024
Warrant Exercise Prices	$ 7
Warrant Outstanding	793,667	891,667
September 1, 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Sep. 1, 2025
Warrant Exercise Prices	$ 7.50
Warrant Outstanding	83,334	83,334
June 4, 2026 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Jun. 4, 2026
Warrant Exercise Prices	$ 7.50
Warrant Outstanding	83,333	83,333
July 8, 2026 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Jul. 8, 2026
Warrant Exercise Prices	$ 7.70
Warrant Outstanding	171,429
December 4, 2027 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant expiry date	Dec. 4, 2027
Warrant Exercise Prices	$ 7.50
Warrant Outstanding	83,333	83,333

SCHEDULE OF STOCK OPTIONS GRANT

SCHEDULE OF STOCK OPTIONS GRANTED (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Equity [Abstract]
Number of stock options, Outstanding, Beginning of period	1,811,550	1,133,550
Weighted Average Exercise Price, Outstanding, Beginning of period	$ 4.32	$ 4
Number of stock options, Stock options granted		775,000
Weighted Average Exercise Price, Stock options granted		$ 4.63
Number of stock options, Stock options expired		(30,250)
Weighted Average Exercise Price, Stock options expired		$ 3.98
Number of stock options, Stock options cancelled, forfeited	(28,750)
Number of stock options, Stock options exercised	(223,500)	(66,750)
Weighted Average Exercise Price, Stock options exercised		$ 2.51
Number of stock options, Outstanding, End of period	1,559,300	1,811,550
Weighted Average Exercise Price, Outstanding, End of period	$ 4.58	$ 4.32
Number of stock options, Exercisable stock options	1,070,133	959,550
Weighted Average Exercise Price, Exercisable stock options	$ 4.56	$ 4.02

SCHEDULE OF OUTSTANDING STOCK O

SCHEDULE OF OUTSTANDING STOCK OPTIONS (Details) - Stock Options [Member]	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Weighted Average residual life span (in years)	5 years 1 month 28 days
Outstanding Stock Options | shares	1,564,300
Weighted Average Exercise Price	$ 4.58
Exercisable Stock Options | shares	1,032,116
Weighted Average Exercise Price	$ 4.73
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices	1.50
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices	10
Exercise Price Range 1 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices, Upper Range Limit	$ 1.50
Weighted Average residual life span (in years)	4 months 17 days
Outstanding Stock Options | shares	38,017
Weighted Average Exercise Price	$ 1.50
Exercisable Stock Options | shares	38,017
Weighted Average Exercise Price	$ 1.50
Exercise Price Range 2 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices, Upper Range Limit	$ 1.80
Weighted Average residual life span (in years)	4 months 17 days
Outstanding Stock Options | shares	76,033
Weighted Average Exercise Price	$ 1.80
Exercisable Stock Options | shares	76,033
Weighted Average Exercise Price	$ 1.80
Exercise Price Range 3 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices, Upper Range Limit	$ 2.40
Weighted Average residual life span (in years)	1 year 5 months 4 days
Outstanding Stock Options | shares	247,000
Weighted Average Exercise Price	$ 2.40
Exercisable Stock Options | shares	247,000
Weighted Average Exercise Price	$ 2.40
Exercise Price Range 4 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices, Upper Range Limit	$ 4.20
Weighted Average residual life span (in years)	3 years 6 months 18 days
Outstanding Stock Options | shares	10,000
Weighted Average Exercise Price	$ 4.20
Exercisable Stock Options | shares	7,500
Weighted Average Exercise Price	$ 4.20
Exercise Price Range Five [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices, Upper Range Limit	$ 4.40
Weighted Average residual life span (in years)	8 years 2 months 26 days
Outstanding Stock Options | shares	404,000
Weighted Average Exercise Price	$ 4.40
Exercisable Stock Options | shares	170,667
Weighted Average Exercise Price	$ 4.40
Exercise Price Range 6 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices, Upper Range Limit	$ 4.84
Weighted Average residual life span (in years)	9 years
Outstanding Stock Options | shares	380,000
Weighted Average Exercise Price	$ 4.84
Exercisable Stock Options | shares	126,667
Weighted Average Exercise Price	$ 4.84
Exercise Price Range 7 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices, Upper Range Limit	$ 5
Weighted Average residual life span (in years)	1 year 9 months 7 days
Outstanding Stock Options | shares	147,500
Weighted Average Exercise Price	$ 5
Exercisable Stock Options | shares	142,500
Weighted Average Exercise Price	$ 5
Exercise Price Range 8 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices, Upper Range Limit	$ 5.40
Weighted Average residual life span (in years)	2 years 2 months 1 day
Outstanding Stock Options | shares	131,750
Weighted Average Exercise Price	$ 5.40
Exercisable Stock Options | shares	131,750
Weighted Average Exercise Price	$ 5.40
Exercise Price Range 9 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices, Upper Range Limit	$ 10
Weighted Average residual life span (in years)	3 years 1 month 20 days
Outstanding Stock Options | shares	125,000
Weighted Average Exercise Price	$ 10
Exercisable Stock Options | shares	125,000
Weighted Average Exercise Price	$ 10

SCHEDULE OF STOCK OPTIONS, EXPI

SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option exercise prices	$ 4.58	$ 4.32	$ 4.32	$ 4
Stock option outstanding	1,559,300	1,811,550	1,811,550	1,133,550
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option outstanding	1,564,300,000		1,073,300,000
August 2, 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Aug. 2, 2021
Stock option exercise prices	$ 2.20
Stock option outstanding			175,000
February 17, 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Feb. 17, 2022
Stock option exercise prices	$ 1.50
Stock option outstanding	38,017		38,017
February 17, 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Feb. 17, 2022
Stock option exercise prices	$ 1.80
Stock option outstanding	76,033		76,033
February 28, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Feb. 28, 2023
Stock option exercise prices	$ 5
Stock option outstanding	20,000
March 05, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Mar. 5, 2023
Stock option exercise prices	$ 2.40
Stock option outstanding	247,000		340,000
July 31, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Jul. 31, 2023
Stock option exercise prices	$ 5
Stock option outstanding	127,500		127,500
October 31, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Oct. 31, 2023
Stock option exercise prices	$ 4.40
Stock option outstanding	59,000		108,250
November 30, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Nov. 30, 2023
Stock option exercise prices	$ 5.40
Stock option outstanding	131,750		143,750
November 20, 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Nov. 20, 2024
Stock option exercise prices	$ 10
Stock option outstanding	125,000		125,000
April 20, 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Apr. 20, 2025
Stock option exercise prices	$ 4.20
Stock option outstanding	10,000
September 30, 2030 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Sep. 30, 2030
Stock option exercise prices	$ 4.40
Stock option outstanding	350,000
September 30, 2030 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option expiration date	Sep. 30, 2030
Stock option exercise prices	$ 4.84
Stock option outstanding	380,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Jul. 08, 2021	Feb. 15, 2021	Sep. 30, 2020	Aug. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2020	Nov. 08, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common stock, par value					$ 0.001			$ 0.001			$ 0.001
Number of shares for services, value							$ 188,000
Stock Issued During Period, Value, Employee Stock Purchase Plan					$ 8,000	$ 4,000	$ 1,000
Stock options and warrants exercised								223,500	66,750
Proceeds from placement								$ 13,295,000
Share-based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Stock options granted			775,000
Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Number of stock issued	220,103
Common stock, par value	$ 7
Proceeds from offering	$ 15
Placement Agency Agreement [Member]
Class of Stock [Line Items]
Number of warrants issued for purchase of common stock	171,429
Warrants exercise price	$ 7.70
Warrants exercisable period	5 years
Proceeds from placement	$ 1,200,000
Offering cost										$ 150,000
Common Stock [Member]
Class of Stock [Line Items]
Number of stock issued								2,784,096
Number of shares for services							25,000
Number of shares for services, value
Stock Issued During Period, Shares, Employee Stock Purchase Plans					1,000	1,000
Stock Issued During Period, Value, Employee Stock Purchase Plan
Stock options and warrants exercised								342,667
Common Stock [Member] | Orion 4, LLC [Member] | Consulting Agreement [Member]
Class of Stock [Line Items]
Number of shares for services		25,000
Number of shares for services, value		$ 188,000
Common Stock [Member] | Equity Incentive Plan [Member]
Class of Stock [Line Items]
Number of stock issued				1,000,000
Common stock, par value				$ 0.001
Common Stock [Member] | Employee Stock Purchase Plan [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Employee Stock Purchase Plans								1,376
Stock Issued During Period, Value, Employee Stock Purchase Plan								$ 14,000
Warrant [Member]
Class of Stock [Line Items]
Stock options and warrants exercised	2,142,857
Number of warrants issued for purchase of common stock										171,429
Warrants exercise price	$ 7.70
Warrants exercisable period	5 years
Director [Member]
Class of Stock [Line Items]
Preferred stock voting rights								The board of directors of the Company (the “Board”) had previously set the voting rights for the Series A preferred stock at 1 share of preferred to 250 common shares.
Consultants and Advisors [Member] | Common Stock [Member] | Equity Incentive Plan [Member]
Class of Stock [Line Items]
Number of shares for services								361,146
Number of shares for services, value								$ 1,800,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized					1,000,000			1,000,000			1,000,000
Preferred stock, shares outstanding					0			0			0
Preferred stock, shares issued					0			0			0
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized					1			1			1
Preferred stock, shares outstanding					0			0			0
Preferred stock, shares issued					0			0			0
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized					5,000,000			5,000,000			5,000,000
Preferred stock, shares outstanding					745,030			745,030			745,030
Preferred stock, shares issued					745,030			745,030			745,030
Dividends payable, amount per share					$ 0.06			$ 0.06
Preferred stock, liquidation preference per share					$ 1			$ 1
Dividends								$ 106,000
Preferred stock conversion, description								The Series C Preferred Stock has a liquidation value and conversion price of $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) and automatically converts into Common Stock at $1.00 per share ($20.00 per 20 shares of preferred stock which convert to one share of common stock) in the event that the Company’s common stock has a closing price of $30 per share for 20 consecutive trading days.
Series C Preferred Stock [Member] | Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock shares authorized					3,000,000			3,000,000
Number of shares for services, value
Stock Issued During Period, Value, Employee Stock Purchase Plan

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) ₪ in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2021USD ($)	Sep. 30, 2021ILS (₪)
Vehicle Lease [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses | $	$ 1
Operating Lease, Weighted Average Remaining Lease Term	5 months	5 months
Akron [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses | $	$ 3
Operating Lease, Weighted Average Discount Rate, Percent	14.55%	14.55%
Operating Lease, Weighted Average Remaining Lease Term	20 months	20 months
Salt Lack City [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses | $	$ 22
Salt Lake City UT [Member]
Product Liability Contingency [Line Items]
Operating Lease, Weighted Average Remaining Lease Term	58 months	58 months
Yad Haruzim [Member]
Product Liability Contingency [Line Items]
Operating Lease, Weighted Average Remaining Lease Term	38 months	38 months
Yad Haruzim [Member] | Minimum [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses		₪ 62,500
Yad Haruzim [Member] | Maximum [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses		₪ 65,365
Gamdan Office [Member]
Product Liability Contingency [Line Items]
Operating Lease, Weighted Average Remaining Lease Term	27 months	27 months
Gamdan Office [Member] | Minimum [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses		₪ 21,080
Gamdan Office [Member] | Maximum [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses		₪ 22,134
Rival Ware House [Member]
Product Liability Contingency [Line Items]
Operating Lease, Weighted Average Remaining Lease Term	45 months	45 months
Rival Ware House [Member] | Minimum [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses		₪ 40,000
Rival Ware House [Member] | Maximum [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses		41,200
Hofman [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses		₪ 3,500
Operating Lease, Weighted Average Remaining Lease Term	33 months	33 months
Rental Cars [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses		₪ 2,000
Rental Cars [Member] | Sixty Five Employees [Member]
Product Liability Contingency [Line Items]
Rental expense monthly expenses		₪ 6,000

LITIGATION (Details Narrative)

LITIGATION (Details Narrative) $ in Thousands	Sep. 30, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
Accrued Liabilities for Commissions, Expense and Taxes	$ 60