OMNIQ (OMQS) 10-K 31 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 25, 2022	Jun. 30, 2021
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	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	(714)
Local Phone Number	899-4800
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	OMQS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 15,081,894
Entity Common Stock, Shares Outstanding		7,560,001
ICFR Auditor Attestation Flag	false
Auditor Firm ID	457
Auditor Name	Haynie & Company
Auditor Location	Salt Lake City, Utah

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 7,085	$ 5,127
Accounts receivable, net	27,123	9,661
Inventory	6,955	1,507
Prepaid expenses	1,987	670
Other current assets	9	10
Total current assets	43,159	16,975
Property and equipment, net of accumulated depreciation of $2,203 and $600 respectively	1,127	289
Goodwill	16,453	14,695
Trade name, net of accumulated amortization of $3,863 and $3,362, respectively	2,421	1,028
Customer relationships, net of accumulated amortization of $9,660 and $8,111, respectively	6,069	4,479
Other intangibles, net of accumulated amortization of $1,457 and $382, respectively	865	1,042
Right of use lease assets	3,556	76
Other assets	1,431	74
Total assets	75,081	38,658
Current liabilities
Accounts payable and accrued liabilities	45,553	26,811
Line of credit	5,951	4,914
Accrued payroll and sales tax	2,658	1,717
Notes payable, related parties – current portion	390	433
Notes payable – current portion	7,521	6,449
Lease liability – current portion	1,341	31
Other current liabilities	2,683	1,412
Total current liabilities	66,097	41,767
Long term liabilities
Notes payable, related party, less current portion	293	683
Accrued interest and accrued liabilities, related party	63	56
Notes payable, less current portion	2,646	1
Lease liability	2,266	48
Other long term liabilities	1,418	1,146
Total liabilities	72,783	43,701
Equity (deficit)
Common stock; $0.001 par value; 15,000,000 shares authorized; 7,459,534 and 4,684,736 shares issued and outstanding, respectively.	20	5
Additional paid-in capital	70,606	51,842
Accumulated deficit	(70,571)	(56,726)
Accumulated other comprehensive loss	(154)	(166)
Total OmniQ stockholders’ deficit	(98)	(5,043)
Non-controlling interest	2,396
TOTAL EQUITY (DEFICIT)	2,298	(5,043)
Total liabilities and equity (deficit)	75,081	38,658
Series A Preferred Stock [Member]
Equity (deficit)
Preferred Stock Value
Series B Preferred Stock [Member]
Equity (deficit)
Preferred Stock Value
Series C Preferred Stock [Member]
Equity (deficit)
Preferred Stock Value	$ 1	$ 2

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property and equipment, accumulated depreciation	$ 2,203	$ 600
Finite-Lived Intangible Assets, Accumulated Amortization	$ (14,980)	$ (11,855)
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	15,000,000	15,000,000
Common stock, shares, issued	7,459,534	4,684,736
Common stock, shares, outstanding	7,459,534	4,684,736
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	2,000,000	2,000,000
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	3,000,000	3,000,000
Preferred stock, shares issued	544,500	2,145,030
Preferred stock, shares outstanding	544,500	2,145,030
Trade Names [Member]
Finite-Lived Intangible Assets, Accumulated Amortization	$ 3,863	$ 3,362
Customer Relationships [Member]
Finite-Lived Intangible Assets, Accumulated Amortization	9,660	8,111
Other Intangible Assets [Member]
Finite-Lived Intangible Assets, Accumulated Amortization	$ 1,457	$ 382

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenues [Abstract]
Total Revenues	$ 78,251	$ 55,209
Cost of Goods and Services Sold [Abstract]
Cost of goods sold	61,582	44,293
Gross profit	16,669	10,916
Operating expenses
Research and development	1,873	1,805
Selling, general and administrative	21,865	15,802
Depreciation	251	178
Amortization	3,160	2,114
Total operating expenses	27,149	19,899
Loss from operations	(10,480)	(8,983)
Other income (expenses):
Interest expense	(2,515)	(2,628)
Other (expenses) income	7	112
Total other expenses	(2,508)	(2,516)
Net loss before income taxes	(12,988)	(11,499)
Provision for income taxes
Current, net of deferred	(156)	(5)
Total provision for income taxes	(156)	(5)
Net loss	(13,144)	(11,504)
Net income attributable to noncontrolling interest	218
Net loss attributable to OmniQ Corp	(13,362)	(11,504)
Net loss	(13,144)	(11,504)
Foreign currency translation adjustment	71	(167)
Comprehensive loss	(13,073)	(11,671)
Less comprehensive loss attributable to noncontrolling interests	(59)
Comprehensive loss attributable to OmniQ Corp	(13,132)	(11,671)
Reconciliation of net loss to net loss after series C dividend attributable to common stockholders’ of OmniQ Corp
Less: Preferred stock – Series C dividend	(77)	(191)
Net loss less series C dividend	(13,221)	(11,695)
Net income attributable to noncontrolling interest	218
Net loss after series C dividend attributable to common stockholders’ of OmniQ Corp	$ (13,439)	$ (11,695)
Net loss per share - basic and diluted attributable to common stockholders’ of OmniQ Corp	$ (2.20)	$ (2.49)
Weighted average number of common shares outstanding - basic	6,082,763	4,322,303

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Series C Preferred Stock [Member]Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 5	$ 4	$ 46,861	$ (45,063)		$ 1	$ 1,808
Beginning balance, shares at Dec. 31, 2019	4,829	3,960
Dividend on Class C shares				(191)			(191)
ESPP stock issuance			1				1
ESPP stock issuance, shares
Stock-based compensation – options, warrants, issuances			2,012				2,012
Stock and warrant issued for services		$ 1	1,639				1,640
Stock and warrant issued for services, shares		302
Exercise of stock options and warrants
Exercise of stock options and warrants, shares		91
Stock and warrant issuance for Acquisition			504				504
Stock and warrant issuance for Acquisition, shares		80
Cumulative translation adjustment						(167)	(167)
Other				32			32
Conversion of equity	$ (3)		3
Conversion of equity, shares	(2,684)	134
Conversion of debt			822				822
Conversion of debt, shares		118
Net income (loss)				(11,504)			(11,504)
Ending balance, value at Dec. 31, 2020	$ 2	$ 5	51,842	(56,726)		(166)	(5,043)
Ending balance, shares at Dec. 31, 2020	2,145	4,685
Dividend on Class C shares				(77)			(77)
ESPP stock issuance			16				16
ESPP stock issuance, shares		2
Stock-based compensation – options, warrants, issuances			2,552				2,552
Stock and warrant issued for services			188				188
Stock and warrant issued for services, shares		25
Dividend declared to non controlling interest				(398)			(398)
Stock and warrant issuances, net of issuance costs		$ 15	13,282				13,297
Stock and warrant issuances, net of issuance costs, shares		2,143
Exercise of stock options and warrants			438				438
Exercise of stock options and warrants, shares		279
Stock and warrant issuance for Acquisition			2,084				2,084
Stock and warrant issuance for Acquisition, shares		220
Dangot acquisition					6,508		6,508
Exercise to purchase additional Dangot shares					(4,012)		(4,012)
Post-acquisition adjustment				(1)	(377)		(378)
Cumulative translation adjustment					59	12	71
Other				(7)			(7)
Conversion of equity	$ (1)		1
Conversion of equity, shares	(1,400)	70
Conversion of debt			203				203
Conversion of debt, shares	(201)	35
Net income (loss)				(13,362)	218		(13,144)
Ending balance, value at Dec. 31, 2021	$ 1	$ 20	$ 70,606	$ (70,571)	$ 2,396	$ (154)	$ 2,298
Ending balance, shares at Dec. 31, 2021	544	7,459

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operations
Net loss	$ (13,144)	$ (11,504)
Adjustments to reconcile net loss to net cash used in operating activities:
Early extinguishment of debt		948
Stock-based compensation	2,552	2,012
Stock and warrant issued for services	188	1,640
Depreciation and amortization	3,411	2,292
Amortization of ROU asset	199	55
Changes in operating assets and liabilities:
Accounts receivable	(3,291)	(2,953)
Prepaid expenses	(295)	(313)
Inventory	(538)	381
Other assets	(117)	84
Accounts payable and accrued liabilities	8,352	8,062
Accrued interest and accrued liabilities, related party	7	(20)
Accrued payroll and sales taxes payable	(180)	161
Lease liability	(192)	(55)
Deferred tax assets, net	58
Other liabilities	(185)	686
Net cash used in operating activities	(3,175)	(420)
Cash flows from investing activities
Payment for additional ownership in subsidiary	(4,012)
Payment for acquisition, net of cash acquired	(4,992)
Purchase of property and equipment	(299)	(4)
Proceeds from sale of other assets	68	98
Net cash provided by (used in) investing activities	(9,235)	94
Cash flows from financing activities
Proceeds from ESPP stock issuance	16	1
Proceeds from exercise of options and warrants	438
Dividends paid to non-controlling interests	(306)
Net proceeds from issuance of common stock	13,297
Payments on notes/loans payable	(4,612)	(1,023)
Proceeds from the issuance of notes/loans payable	4,603	898
Proceeds from draw on line of credit	1,037	3,549
Net cash provided by financing activities	14,473	3,425
Net change in cash and cash equivalents	2,063	3,099
Effect of foreign exchange rates on cash and cash equivalents	(105)	(120)
Cash and cash equivalents at beginning of period	5,127	2,148
Cash and cash equivalents at end of period	7,085	5,127
Non-cash activities:
Stock issued for services		2,012
Declared dividends payable	464
Net assets acquired in business combination	7,390
Purchase of PP&E with financing	155
Debt conversion	203	822
Equity Conversion	2	3
Right of use asset acquired in exchange for lease liability	1,108
Change in terms of accounts payable	47	(8,115)
Supplemental disclosure of cash flow information:
Cash paid for interest	1,547	2,404
Cash paid for income taxes	$ 151	$ 196

NATURE OF OPERATIONS

NATURE OF OPERATIONS	12 Months Ended
	Dec. 31, 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 majority and 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 Solutions, 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 2020) ● Dangot Computers Ltd. (July 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. As the impact of COVID-19 became more widespread in March 2020, our sales volumes began to decline from previous years. Our total revenues for the year ended December 31, 2020, were 3.48 % lower than those of the year ended December 31, 2019. COVID-19 had a more significant impact on our gross margin. Total gross margin percentage dropped 5 % for the year ended December 31, 2020 compared to 2019. The timing and the extent of the continued recovery in our sales volumes cannot be reasonably estimated at this time. As such, the extent of the ultimate impact of the pandemic on the Company’s 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	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation Our 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., and HTS Image Processing, Inc., OmniQ Tech Ltd., and majority owned subsidiary Dangot Computers Ltd. collectively referred to herein as “we” or “us” or “our” or the “Company.” All significant intercompany accounts and transactions have been eliminated in these consolidated financial statements. Business combinations are included in the consolidated financial statements from their respective dates of acquisition. Use of Estimates We prepare our 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 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 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. Cash and Cash Equivalents Cash consists of petty cash, checking, savings, and money market accounts. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered cash equivalents. There were no cash equivalents as of December 31, 2021 and 2020. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts Receivable We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) Accounting Standards Codification Topic 326, Credit Losses (Topic 326 We believe concentration of credit risk, with respect to our receivables, is limited because our customer base is comprised of a number of geographically diverse customers. We manage credit risk through credit approvals, credit limits and other monitoring procedures. Pursuant to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. We perform credit evaluations of customers and establish credit limits based on reviews of our customers’ current credit information and payment histories. We believe our credit risk is somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts. Based on management’s evaluation, accounts receivable has a balance in the allowance for doubtful accounts of $ 6 thousand and $ 28 thousand for the years ended December 31, 2021 and 2020, respectively. Inventory Substantially all inventory consists of raw materials and finished goods and are valued at the lower of actual cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. Property and Equipment Property and equipment are recorded at cost and depreciated using straight-line over the estimated useful lives. Ordinary repair and maintenance costs are included in sales, general and administrative (“SG&A”) expenses on our consolidated statements of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. We periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining term of the lease, whichever is shorter. Depreciation expense for the years ended December 31, 2021 and 2020 was $ 251 thousand and $ 178 thousand, respectively. Generally, we assign the following estimated useful lives to these categories: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Category Estimated Useful Life Furniture and fixtures Computer equipment Office equipment Software Leasehold improvements 5 to 7 years 3 to 5 years 3 to 10 year 3 years 15 years Vehicles 5 years Fair Value of Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The FASB fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three broad levels of the fair value hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above. The carrying amounts of certain financial instruments, such as cash equivalents, short term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. Definite-lived Intangible Assets The Company periodically evaluates the carrying value of definite-lived intangibles when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important which could trigger an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of its use of acquired assets or its overall business strategy, and significant industry or economic trends. The Company amortizes definite-lived intangible assets on a straight-line basis over their useful lives. The Company recorded no When the Company determines that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators, the Company determines the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate and recognizes an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. If the Company’s revenues or other estimated operating results are not achieved at or above our forecasted level, and the Company is unable to recover such costs through price increases, the carrying value of certain of the Company’s intangible assets may prove to be unrecoverable and we may incur impairment charges of definitive-live intangible assets. Definite-lived intangible assets are stated at cost, net of accumulated amortization. The assets are being amortized on the straight-line method over useful lives ranging from 3 11 Indefinite-lived Intangible Assets, Including Goodwill Indefinite-lived intangible assets, including goodwill, are not amortized but are required to be reviewed for impairment at least annually or when events or circumstances indicate that carrying value may exceed fair value. The Company is permitted the option to first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the fair value of the Company’s reporting unit is less than its corresponding carrying value. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its corresponding carrying value then the Company is not required to take further action. However, if the Company concludes otherwise, then the Company must calculate the fair value of the reporting unit and compare it with its carrying amount, including Indefinite-lived intangible assets and recognize impairment equal to the difference between the carrying amount of the reporting unit and its fair value, considering the related income tax effect from any tax-deductible goodwill. The estimated fair value of the reporting unit exceeded the carrying value as of December 31, 2021 and 2020, and, therefore, no Leases We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as a real estate contract that provides an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Our lease portfolio is substantially comprised of operating leases related to leases of real estate and improvements. From time to time, we may also lease various types of small equipment and vehicles. Operating lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide the lessor’s implicit rate, we use our incremental borrowing rate (“IBR”) at the commencement date in determining the present value of lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Our leases can include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when such renewal options and/or termination options are reasonably certain of exercise. A ROU asset is subject to the same impairment guidance as assets categorized as plant, property, and equipment. As such, any impairment loss on ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets. A lease modification is a change to the terms and conditions of a contract that change the scope or consideration of a lease. For example, a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends or shortens the contractual lease term, is a modification. Depending on facts and circumstances, a lease modification may be accounted as either: (1) the original lease plus the lease of a separate asset(s) or (2) a modified lease. A lease will be remeasured if there are changes to the lease contract that do not give rise to a separate lease. 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 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. 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. The Company estimates the expected volatility and expected option life assumption consistent with ASC Topic 718, Compensation – Stock Compensation. The expected volatility of the Company’s common stock at the date of grant is estimated based on a historic volatility rate and the expected option life is calculated based on historical stock option experience as the best estimate of future exercise patterns. The dividend yield assumption is based on historical and anticipated dividend payouts. The risk-free interest rate assumption is based on observed interest rates consistent with the expected life of each stock option grant. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. Compensation expense is recorded for all stock options expected to vest based on the amortization of the fair value at the date of grant on a straight-line basis primarily over the vesting period of the options. In October 2021, OMNIQ’ Board of Directors adopted an Equity Incentive Plan (the “Plan”), as an incentive to retain in the employ of and attract new employees, directors, officers, consultants, advisors and employees to the Company. Pursuant to the Plan, 1,118,856 shares of the Company’s common stock, par value $ 0.001 (the “Shares”), were set aside and reserved for issuance. The Plan approved by our stockholders at the December 2021, shareholders’ meeting. No shares were issued in 2021 as part of the Plan. In August 2020, the Board of Directors approved our 2020 Equity Incentive Plan and later amended it. In September 2020, our shareholders adopted and ratified the 2020 Equity Incentive Plan. The total number of shares of Common Stock authorized for issuance under the 2020 Plan is 1,000,000 . Equity instruments issued to parties other than employees for acquiring goods or services The Company accounts 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. Warrants The fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected term of the warrants, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management’s judgment. Expected volatilities used in the valuation model are based on the average volatility of the Company’s stock. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of grant. Advertising The Company expenses marketing and advertising costs as incurred. During 2021 and 2020, the Company spent $ 213 thousand and $ 283 thousand, respectively, on marketing, trade show and store front expense and advertising, net of co-operative rebates. The Company received rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates have been recorded as a reduction to the related advertising and marketing expense. Foreign Currency Translation Our 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 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 consolidated statement of operations and comprehensive loss and were included in the amount of loss from comprehensive income. Income Taxes We account for our income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for consolidated financial reporting purposes and such amounts recognized for tax purposes and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. We also follow the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Our income is subject to taxation in both the U.S. and a foreign jurisdiction, Israel. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The Company establishes reserves for income tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when we believe positions do not meet the more-likely-than-not recognition threshold. We adjust uncertain tax liabilities in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of uncertain tax liabilities and changes in liabilities that are considered appropriate. Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Our other comprehensive income (loss) is composed of foreign currency translation adjustments. 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 years ended December 31, 2021 and December 31, 2020 were 6,082,763 and 4,322,303 , respectively. Diluted net loss per share of common stock is the same as basic net loss per share of common stock because the effects of potentially dilutive securities are antidilutive. The following table sets forth the potentially dilutive securities exclu

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. The following are the principal conditions or events which potentially raise substantial doubt about the company’s ability to continue as a going concern: ● Balancing the need for operational cash with the need to add additional products ● Timely and cost-effective development of products ● Working capital deficit of $ 23 ● Accumulated deficit of $ 71 ● Multiple years of losses from operations ● Multiple years of negative cash flows from operations These facts and others have in the past raised concerns about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, which we have successfully accomplished to date. The following conditions, plans and actions are currently being implemented by management to address the Company’s conditions: ● The Company has common stock which is now traded publicly on the NASDAQ stock exchange. Accordingly, it is better able to successfully raise capital when needed. In addition, there are outstanding warrants from prior offerings that could be exercised depending upon the performance of our stock. ● The Company raised gross proceeds of $ 15 ● The Company’s acquisition of Dangot Computers, Ltd. has improved the balance sheet, profitability, and cash flow, including positive cash flows from operations of $ 570 ● The Company expects to receive financing for the acquisition of the last 23% of shares of Dangot at a loan to value rate of 85%. ● The acquisition of Dangot has added capabilities to the Company which have already transformed into significant new orders (so far approx. $ 1.3 ● Management is evaluating operating expenses and is developing a plan to reduce expenditures without negatively impacting current operations. ● Management is in the final steps of receiving a $ 8.5 6 2.5 Overall the effective interest rate of the new line of credit is approx. 7% compared to 12% with Action and 10% with ScanSource. ● As of December 31, 2021, the Company had approximately $ 7 ● Historical results - For over ten years, the Company’s audit opinion has contained an explanatory paragraph describing an uncertainty about the Company’s ability to continue as a going concern. The fact that the Company has a ten plus year plus history of continuing operations, in and of itself, demonstrates an ability to continue for a period of 12 months, post-issuance of each report. ● Blue Star - The Company’s total accounts payable due to Blue Star as of December 31, 2021 was approximately $ 29M. Blue Star is an unsecured creditor, financing a substantial amount the Company’s supply chain demand. Blue Star continues selling to the Company with preferable credit terms. Blue Star has agreed to reduce the annual interest rate on invoices that are past due to just 5% . We anticipate, consistent with prior periods, Blue Star will continue to extend us such preferable payments terms in the foreseeable future. As an unsecured creditor of the Company, Blue Star has no incentive to force a liquidation. The Company has enjoyed a good mutual relationship for the past four years. ● Beginning in 2022 the Company expects positive cash flow from operations. Management believes that the aggregate impact of these plans is to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern within one year after the date financial statement issuance.

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS	12 Months Ended
	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
BUSINESS ACQUISITIONS	NOTE 4 – BUSINESS ACQUISITIONS Eyepax IT Consulting, LLC In February 2020, (the “Closing Date”), we entered into an Asset Purchase Agreement (the “Eyepax Agreement”), with Eyepax IT Consulting, LLC (the “Seller”); whereby, we acquired Seller’s accounts receivable and the license, ownership rights and source code of the parking Enforcement and Revenue Control System. The Company also assumed the Seller’s accounts payable liabilities. Pursuant to the terms of the Eyepax Agreement, the purchase price paid was to be paid as follows: 1. $ 100,000 was paid on the Closing Date, less $ 5,000 previously paid as an advance payment, accordingly the remaining balance paid in cash on Closing Date was $ 95,000 . 2. $ 25,000 per month for three months to be paid on or before the last business day of the month beginning with the first month after the Closing Date, and a fourth payment of $ 20,000 until a total of $ 95,000 has been made. 3. Beginning on the first month after Closing Date, $ 5,000 per month to be paid in ten (10) monthly installments. 4. 80,000 shares of the Company’s common stock in the name of the Seller, were issued during 45 days from Closing Date at $ 5.50 per common share. 5. Stock options to purchase 20,000 shares of the Company’s common stock at an exercise price of $ 5.00 per share. The option shares vest in equal quarterly periods, expiring in February 2023 . The purchase price was measured at fair value on the Closing Date as follows (in thousands): SCHEDULE OF FAIR VALUE OF PURCHASE PRICE Cash payments to Seller $ 245 Subscribed common stock 440 Stock purchase options 91 Total $ 776 The assets acquired and liabilities assumed have been recognized at the Closing date and were measured at fair value as follows (in thousands): SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Accounts receivable $ 13 Software (intangible) 100 Liabilities assumed (112 ) Net assets acquired at fair value 1 Total purchase price 776 Goodwill recognized $ 775 We estimated the fair value the stock purchase option using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate and dividend yield. In valuing these options, the Company assumed a cumulative stock volatility of 269.42 %, 36 months expected life, and a risk-free interest rate of 1.160 % and dividend yield of 0 %. Dangot Computers Ltd 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 %, or 5,100 shares, of the capital stock of Dangot Computers Ltd., an Israel company (“Dangot”), from Dangot’s sole shareholder, Haim Dangot, for consideration equivalent to 23,740,500 NIS (New Israeli Shekel), which is equal to US$ 7.6 million (the “Closing Consideration”), based on the then current exchange rate at the date of acquisition of NIS to dollars. The Closing Consideration was paid on July 8, 2021 in the following manner: (a) the Company issued 220,103 shares of its common stock having a share value of $ 2,084 thousand and (b) cash in the amount of $ 5,058 thousand and $ 600 thousand payable to owner . Haim Dangot also granted Omniq Technologies an irrevocable option to purchase the remaining 4,900 shares, or 49 %, of Dangot’s capital stock (the “Dangot Option”) in the 12-month period following the closing date (the “Dangot Option Period”) at a share purchase price of 465,500 NIS, which is equal to US$ 143 thousand, per each 1 % of Dangot’s remaining shares on a fully diluted basis which is the same valuation per share as the purchase price for the 51 %. Effective October 1, 2021 the Company exercised a portion of its option and purchased an additional 26 77 4,012,000 23 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 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 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, 2021. SCHEDULE OF ACQUISITIONS UNAUDITED REVENUE December 31, 2021 2020 (in thousands/unaudited) Revenue $ 92,500 $ 99,157 Net loss $ (10,761 ) $ (9,681 ) 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. Since the acquisition the amounts included in the consolidated statement of comprehensive income from Dangot Computers Ltd. for the year ended December 31, 2021, was $ 20.6 million in revenue and $ 566 thousand in net income.

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	12 Months Ended
	Dec. 31, 2021
Receivables [Abstract]
ACCOUNTS RECEIVABLE	NOTE 5 – ACCOUNTS RECEIVABLE Accounts receivable consisted of the following as of December 31: SCHEDULE OF ACCOUNTS RECEIVABLE In thousands 2021 2020 Trade Accounts Receivable $ 27,129 $ 9,689 Less Allowance for doubtful accounts (6 ) (28 ) Total Accounts Receivable (net) $ 27,123 $ 9,661 Accounts receivable as of December 31, 2021 and 2020 are made up of trade receivables due from customers in the ordinary course of business. One customer represented 17 % of the balance of accounts receivable as of December 31, 2021, and 46 % of the accounts receivable balance as of December 31, 2020.

INVENTORY

INVENTORY	12 Months Ended
	Dec. 31, 2021
Inventory Disclosure [Abstract]
INVENTORY	NOTE 6 – INVENTORY Inventory consisted of the following as of December 31: SCHEDULE OF INVENTORY In thousands 2021 2020 Raw Materials $ 894 $ 946 Finished goods (less Allowance) 6,061 561 Total inventories $ 6,955 $ 1,507

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 7 – PROPERTY AND EQUIPMENT The following is a summary of the components of property and equipment (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT As of December 31, 2021 2020 Manufacturing and lab equipment $ 499 $ 499 Leasehold improvements 609 24 Software and computer equipment 1,650 268 Furniture and equipment 254 34 Vehicle 318 64 - - Less: accumulated depreciation (2,203 ) (600 ) $ 1,127 $ 289 Depreciation expense for the year ended December 31, 2021 was approximately $ 251 thousand. Depreciation expense for the year ended December 31, 2020 was approximately $ 178 thousand.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	NOTE 8 – GOODWILL AND INTANGIBLE ASSETS We have made acquisitions in the past that resulted in the recognition of goodwill. Based on our analysis there have been no impairment charges recorded against goodwill in 2021 and 2020. Identifiable intangible assets are stated at cost, net of accumulated amortization. The assets are being amortized on the straight-line method over the estimated useful lives ranging from 3 to 11 years. Amortization expense for the years ended December 31, 2021 and 2020 was $ 3.2 million and $ 2.1 million, respectively. Goodwill and Intangible assets consisted of the following as of December 31: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS In thousands 2021 2020 Goodwill $ 16,453 $ 14,695 Trade names 6,284 4,390 Customer relationships 15,729 12,590 Other intangibles 2,322 1,424 Intangibles gross 2,322 1,424 Accumulated amortization (14,980 ) (11,855 ) Intangibles, net $ 25,808 $ 21,244 The future amortization expense on the Trade names, Customer relationships, and Other intangibles are as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE In thousands Years ending December 31, 2022 $ 1,823 2023 1,684 2024 962 2025 943 2026 943 Thereafter 3,000 Total $ 9,355 Goodwill is not amortized but is evaluated for impairment annually or when indicators of a potential impairment are present. The impairment testing of goodwill is performed separately from our impairment testing of intangibles. The annual evaluation for impairment of goodwill and intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. None of the goodwill is deductible for income tax purposes. Purchased intangible assets with finite useful lives are amortized over their respective estimated useful lives (using an accelerated method for customer relationships and trade names) to their estimated residual values, if any. The Company’s finite-lived intangible assets consist of customer relationships, contractor and resume databases, trade names, and internal use software and are being amortized over periods ranging from two to nine years . Purchased intangible assets are reviewed annually to determine if facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, recoverability is assessed by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the rate of amortization is accelerated, and the remaining carrying value is amortized over the new shorter useful life. No impairments were identified or changes to estimated useful lives have been recorded as of December 31, 2021 and 2020.

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	NOTE 9 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable are made up of payables due to vendors in the ordinary course of business a December 31, 2021 and 2020. One vendor made up 65 % and 70 % of our purchases in 2021 and 2020, respectively.

CREDIT FACILITIES AND LINE OF C

CREDIT FACILITIES AND LINE OF CREDIT	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
CREDIT FACILITIES AND LINE OF CREDIT	NOTE 10 – 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 to 5 % of the face amount of each account purchased in a reserve account. As of December 31, 2021 and 2020, the balance outstanding was $ 5,951 thousand and $ 4,914 thousand, 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 %, plus a monthly fee equal to 0.75 % of the average outstanding balance. we also pay all other costs incurred by Action under the FASA, including all bank fees. The FASA continues in full force and effect unless terminated by either party upon 30 days’ prior written notice. The FASA credit facility is collateralized with a security interest in certain assets of the Company. The FASA includes customary representations and warranties and default provisions for transactions of this type. On March 25, 2022 we entered into a Business Finance Agreement (the “BFA”) with BridgeBank a division of Western Alliance Bank (“BridgeBank”) to establish the sale of of accounts receivable credit facility, whereby we may obtain short-term financing by selling and assigning acceptable accounts receivables to BridgeBank. Pursuant to the BFA, the outstanding principal amount of advances made by BridgeBank at any time shall not exceed $ 8.5 15 The annual interest rate with respect to the daily average balance of unpaid advances outstanding under the BFA (computed on a monthly basis) is equal to the “Prime Rate” of Wells Fargo Bank N.A. plus 1.5%, plus a monthly fee equal to 0.15% of the average outstanding balance

RELATED PARTY NOTES PAYABLE

RELATED PARTY NOTES PAYABLE	12 Months Ended
	Dec. 31, 2021
Related Party Notes Payable
RELATED PARTY NOTES PAYABLE	NOTE 11 – RELATED PARTY NOTES PAYABLE Related party notes payable, consisted of the following as of December 31: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES 2021 2020 In thousands Note payable –Marin $ 420 $ 660 Note payable –Thomet 263 413 Note payable – Shareholder Convertible Note - 43 Total notes payable 683 1,116 Less current portion 390 433 Long-term portion $ 293 $ 683 For the years ended December 31, 2021 and December 31, 2020, the Company recorded interest expense in connection with these notes in the amount of $ 10 thousand and $ 15 thousand, respectively. 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 December 31, 2021, was $ 63 thousand. Accrued interest is payable at maturity. Note Payable – Thomet In December 2017, we entered into a $ 750 thousand, zero percent annual interest rate note payable (the “Thomet Note”) with an individual from whom we previously acquired his company (in 2014). The Thomet Note is payable in 60 monthly principal payments of $ 13 thousand beginning in October 2018. Note Payable – Shareholder Convertible Note In October 2018, we entered a $ 700 thousand, 6 % annual interest rate convertible note payable (the “Shareholder Convertible Note”) with Walefar and Campbeltown (collectively the “Holders”), in connection with the HTS Image Processing, Inc. Mr Shai Lustgarten, our Chief executive Officer and Director is the principal shareholder in Walefar. Mr. Carlos J. Nissensohn, a consultant and significant shareholder in OMNIQ, is the principal shareholder in Campbeltown. The Shareholder Convertible Note was retired in 2021. The Shareholder Convertible Note provided Holders a right, at any time on or after the loan origination date, to convert all or any portion of the then outstanding and unpaid principal amount and interest (including any Default Interest) into fully paid and non-assessable shares of OMNIQ’s common stock. The number of conversion shares to be issued upon each conversion of the note shall be determined by dividing the conversion amount by the applicable conversion price then in effect on the date specified in the notice of conversion delivered us by the Holder. The conversion rate was set at $ 4.72 per share. In April 2019, and in accordance with the Convertible Shareholder Note, the Holders converted $ 400 thousand ($ 200 thousand each) of unpaid principal outstanding. The Holders received 87,476 ( 42,373 each) common stock shares and 87,476 ( 42,373 each) in common stock warrants. The repayment of the notes payable, related parties as of December 31, 2021, is as follows for the years ending December 31, 2021: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES In thousands 2022 $ 390 2023 293 Total $ 683

OTHER NOTES PAYABLE

OTHER NOTES PAYABLE	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
OTHER NOTES PAYABLE	NOTE 12 – OTHER NOTES PAYABLE Other notes payable consists of the following as of December 31, 2021: SCHEDULE OF OTHER NOTES PAYABLE In thousands 2021 2020 Note Payable - Secured Supplier Note $ 2,243 $ 6,443 Notes Payable - other 7,924 7 Total 10,167 6,450 Less current portion 7,521 6,449 Long Term Notes Payable $ 2,646 $ 1 Future maturities of notes payable are as follows for the years ending December 31, 2021: SCHEDULE OF FUTURE MATURITIES OF NOTE PAYABLE In thousands 2022 $ 7,521 2023 2,646 Thereafter - Total $ 10,167 Secured Supplier Note Payable 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 million (the “Secured Promissory Note”). The USD Note accrues interest at 18 % per annum and is payable in six consecutive monthly installments of principal and accrued interest in a minimum principal amount of $ 250 thousand each, with any remaining principal and accrued interest due and payable on December 31, 2016. ● 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 million, an increase of $ 6.8 million, by rolling the Company’s then existing and outstanding accounts payable into the note by the previously mentioned amount of increase. The Company will continue to make monthly payments in the amount of $ 300 thousand for the first three monthly payments, and also in the amount of $ 500 thousand for the last two monthly payments prior to the note’s maturity. ● 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 thousand each. The Company has made partial payments towards the required monthly installments under the terms of the Seventh Amendment. ● 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 % to 10 %. The Eighth Amendment also provides that the Company will continue to make monthly installments of principal and accrued interest at a minimum of $ 300 thousand each month. As has been the case with each previous amendment, the Company is in continual negotiations with the holder of the Secured Promissory Note to extend the maturity date and establish a new schedule of payments. ● On March 25 Other Notes Payable On July 29, 2021 the Company entered into a long-term loan from Leumi Bank totalling NIS 7 2.16 4.7 8 4 On November 28, 2021 the Company entered into another long-term loan from Leumi Bank totalling NIS 3.5 1.1 4.7 8 4 During the year ended December 31, 2021, the Company entered into five lines of credit totalling NIS 17.5 13.6 4.4 On August 11, 2021, the Company purchased vehicles using cash and financing of NIS 500 155 5 7.5 470 151 On March 27, 2022 the Company entered into another long-term loan from Leumi Bank totalling NIS 3.5 1.1 4.7 8 4

OTHER LIABILITIES

OTHER LIABILITIES	12 Months Ended
	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
OTHER LIABILITIES	NOTE 13 – OTHER LIABILITIES As of December 31, 2021 and 2020, other liabilities consisted of the following: SCHEDULE OF OTHER LIABILITIES In thousands 2021 2020 Other vendor payable $ 801 801 Dividend payable 1,418 253 Bonus payable - 27 Others 1,882 1,477 Total other liabilities 4,101 2,558 Less Current Portion (2,683 ) (1,412 ) Total long term other liabilities $ 1,418 $ 1,146

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 14 – 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 year ending December 31, 2021, the company has elected to match and 2020, the Company elected to forgo the match. Operating Leases As of December 31, 2021, we had 5 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 December 31, 2021, we had 17 months remaining on the lease. ● Office space in Salt Lake City UT with monthly payments of $ 22 thousand. As of December 31, 2021, the Company had 56 months remaining on the lease. ● Dangot’s corporate offices are currently located at Yad harutzim 14 Tel-Aviv, Israel and serves as the company’s main operating location. As of December 31, 2021, we had 35 months remaining on the lease. ● The Company lease additional office space for our finance and service department at Yad harutzim 14 Tel-Aviv, Israel. As of December 31, 2021, the Company had 24 months remaining on the lease. ● The Company also lease office and warehouse space for our products and technical support staff in Hofman and Rival Street, Tel-Aviv, Israel. As of December 31, 2021, the Company had 42 months remaining on the lease. As of December 31, 2021 we had two operating leases for office and assembly space and no financing leases. We elected the practical expedient ASU 2018-11, Leases (Topic 842): Targeted Improvements Other information related to our operating leases is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE In thousands ROU asset - January 1, 2020 $ 131 Effective foreign exchange rates $ - Amortization (55 ) ROU asset - December 31, 2020 76 Increase 3,558 Effective foreign exchange rates 121 Amortization (199 ) ROU asset - December 31, 2021 $ 3,556 In thousands Lease liability - January 1, 2020 $ 134 Decrease - Effective foreign exchange rates $ - Amortization (55 ) Lease liability - December 31, 2020 79 Increase 3,558 Increase (Decrease) $ 3,558 Effective foreign exchange rates 169 Amortization (199 ) Lease liability - December 31, 2021 $ 3,607 As of December 31, 2021, our operating leases had a weighted average remaining lease term of 37 months and a weighted average discount rate of 5.25 %. The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2021: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES In thousands Year Minimum lease payments 2022 $ 1,461 2023 1,169 2024 803 2025 376 2026 176 Total 3,985 Less interest 378 Present value of future minimum lease payments 3,607 Less current obligations 1,341 Long term lease obligations $ 2,266 LITIGATION The Company was named a defendant in a case involving a former employee who claims he is owed approximately $ 60 thousand in unpaid commissions. The Company’s intends to defend the case. This case was filed in the Superior Court of the State of California, County of San Diego on October 21, 2020. The company is not a party to any other pending material legal proceeding in which it is defending against any claims of material significance. 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.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 15 – STOCKHOLDERS’ EQUITY PREFERRED STOCK Series A As of December 31, 2021 and 2020, there were 2,000,000 Series A preferred shares authorized and zero Series A preferred shares outstanding. The board of directors had previously set the voting rights for the preferred stock at 1 share of preferred to 13 common shares . Series B As of December 31, 2021 and 2020, there was one ( 1 ) preferred share authorized and zero preferred shares outstanding. Series C As of December 31, 2021 and 2020, there were 3,000,000 Series C Preferred Shares (“Series C”) authorized with 544,500 and 2,145,030 issued and outstanding, respectively. The Series C shares have preferential rights above common shares and the Series B Preferred Shares and is entitled to receive a quarterly dividend at a rate of $ 0.06 per share per annum and have a liquidation preference of $ 1 per share. Series C shares outstanding are convertible into common stock at the rate of 20 preferred shares to one share of common stock. As of December 31, 2021 and 2020, the accrued dividends on the Series C Preferred Stock was $ 126 thousand and $ 253 thousand, respectively. In 2021, certain holders of Series C Shares elected to convert $ 1.6 million or 1,600,530 Series C shares and $ 194 thousand in accrued dividends in exchange for 105,551 OMNIQ common stock shares. 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 October 2021, OMNIQ’ Board of Directors adopted an Equity Incentive Plan (the “Plan”), as an incentive to retain in the employ of and attract new employees, directors, officers, consultants, advisors and employees to the Company. Pursuant to the Plan, 1,118,856 shares of the Company’s common stock, par value $ 0.001 (the “Shares”), were set aside and reserved for issuance. The Plan approved by our stockholders at the December 2021, shareholders’ meeting. No shares were issued under the Plan in 2021. In August 2020, OMNIQ’ Board of Directors adopted an Equity Incentive Plan (the “Plan”), as an incentive to retain in the employ of and attract new employees, directors, officers, consultants, advisors and employees to the Company. Pursuant to the Plan, one million ( 1,000,000 ) shares of the Company’s common stock, par value $ 0.001 (the “Shares”), were set aside and reserved for issuance. The Plan approved by our stockholders at the September 2020, shareholders’ meeting. For the year ending December 31, 2020, we issued 336,146 shares ($ 1.6 million) to consultants and advisors for services rendered. No shares were issued under the Plan in 2021. In December 2015, our Board of Directors approved the OMNIQ. Employee Stock Purchase Plan (the “ESPP”). For the years ending December 31, 2021 and 2020, employees purchased 2,186 ($ 16 thousand) shares and 302 ($ 1 thousand) shares of commons stock. On February 15, 2021 the Company issued 25,000 shares to Orion 4, LLC as part of a consulting agreement. The shares were valued at $ 188 thousand. On May 4, 2021, the Company issued 95,424 shares as part of a series of conversion agreements with a former noteholder and preferred shareholder. The shares were valued at $ 859 thousand including conversion penalties. On July 8, 2021, the Company issued 220,103 shares in connection with the acquisition of Dangot Computers. The shares were valued at approximately $ 2 million. See note 4. 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 million of units (the “Units”) before deducting placement agent fees, consultant and legal fees and other offering expenses (the “Offering”). The per Unit purchase price was $ 7.00 . Each Unit is comprised of one share of the Company’s common stock, $ 0.001 par value per share. As a result of the Offering, the Company issued 2,142,857 shares of common Stock (the “Shares”) and warrants (the “Warrants”) to purchase 171,429 shares of Common Stock (the “Warrant Shares”) at an exercise price equal to $ 7.70 per Warrant Share, which Warrants are exercisable for a period of five years from the issuance date. On October 13, 2021, the Company issued 10,127 shares as part of a series of conversion agreements with a former noteholder and preferred shareholder. The shares were valued at less than $ 100 thousand including conversion penalties. For the years ending December 31, 2021 and 2020, 342,667 and 216,750 , respectively, in stock options and stock warrants were exercised in exchange for 279,096 and 90,691 shares of OMNIQ common stock. In April 2020 and in conjunction with the Eyepax acquisition, we issued the former owner 80,000 share of OMNIQ common stock. In September 2020 and pursuant to the 2020 Equity Incentive Plan, we granted options to purchase an aggregate of 745,000 shares of our common stock to certain of our employees, officers and directors. Included in the total shares granted are options to purchase 230,000 shares of its common stock to Mr. Shai Lustgarten, our Chief Executive Officer, options to purchase 40,000 shares of its common stock to Mr. Neev Nissenson, our Chief Financial Officer, options to purchase 150,000 shares of its common stock to Mr. Carlos J. Nissensohn, a consultant and principal stockholder, and options to purchase 10,000 shares of its common stock to our Directors Andy MacMillan and Yaron Shalem, respectively. The remaining 305,000 granted options are for other employees and consultants. The exercise price of all of the options granted was $ 4.40 per share, which was the closing price of the Company’s common stock on September 29, 2020, the day prior to the grant, except for the options granted to Shai Lustgarten and Carlos J. Nissensohn, which have an exercise price of $ 4.84 per share. The options granted to Shai Lustgarten and Carlos J. Nissensohn have a term of five ( 5 ) years and the balance of the options have a term of ten ( 10 ) years. Warrants and Stock Options In connection with the July 2021 Securities Purchase Agreement previously described, we issued warrants to purchase 171,429 shares of our common stock at an exercise price equal to $ 7.70 per Warrant Share, which warrants are exercisable for a period of five years from the issuance date. The warrants were valued at $ 1.3 million. Options and warrants are valued at the grant date using the Black-Scholes valuation methodology. The Company determines the assumptions used in the valuation of warrants and option awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may use different assumptions for options and warrants granted throughout the year. The valuation assumptions used to determine the fair value of each warrants awarded in 2021: expected stock price volatility 151.0 % expected term in years 5 ; and risk-free interest rate 0.41 %. The valuation assumptions used to determine the fair value of each option/warrants awarded in 2020: expected stock price volatility 156.0 % - 157.0 %; expected term in years 4.0 - 5.5 ; and risk-free interest rate 1.40 % - 2.31 %. No additional options were issued in 2021. For warrants exercised during the year ended December 31, 2021, the difference between the fair value of the Common Stock issued and the respective exercise price was $ 683 8 6 The following table summarizes information about warrants granted during the years ended December 31: SCHEDULE OF WARRANTS ACTIVITY 2021 2020 Number of Weighted Number of Weighted Balance, beginning of year 1,366,667 $ 7.19 1,166,667 $ 6.42 Warrants granted 171,429 7.70 375,000 8.44 Warrants expired 40,000 10.00 25,000 9.44 Warrants cancelled, forfeited - - - - Warrants exercised 119,167 6.99 150,000 4.00 Balance, end of year 1,378,929 7.40 1,366,667 7.19 Exercisable warrants 1,295,596 $ 6.38 1,200,001 $ 7.14 Outstanding warrants as of December 31, 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 2.77 847,500 $ 7.00 847,500 $ 7.00 7.50 4.68 250,000 7.50 166,667 7.50 7.70 4.52 171,429 7.70 171,429 7.70 8.00 0.16 10,000 8.00 10,000 8.00 10.00 1.58 100,000 10.00 100,000 10.00 7.00 to 10.00 3.05 1,378,929 $ 7.40 1,295,596 $ 6.38 Warrants outstanding have the following expiry date and exercise prices as of the years ended December 31, 2021: SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES Exercise Expiry Date Prices 2021 2020 February 02, 2021 $ 14.00 - 15.000 August 02, 2021 2.20 - 75,000 October 10, 2021 10.00 - 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 50,000 October 06, 2024 7.00 847,500 891,667 September 01, 2025 7.50 83,334 83,334 June 04, 2026 7.50 83,333 83,333 July 7, 2026 7.70 171,429 - December 04, 2027 7.50 83,333 83,333 1,378,929 1,366,667 We have a stock option plan whereby the Board of Directors, may grant to directors, officers, employees, or consultants of the Company options to acquire common shares. The Board of Directors of the Company has the authority to determine the terms, limits, restrictions and conditions of the grant of options, to interpret the plan, and make all decisions relating thereto. The plan was adopted by the Company’s Board of Directors on November 17, 2014 in order to provide an inducement and serve as a long-term incentive program. The maximum number of common shares that may be reserved for issuance was set at 500,000 . The option exercise price is established by the Board of Directors and may not be lower than the market price of the common shares at the time of grant. The options may be exercised during the option period determined by the Board of Directors, which may vary, but will not exceed ten years from the date of the grant. There are 500,000 of the Company’s common shares which may be issued pursuant to the exercise of share options granted under the Plan. For options exercised during the year ended December 31, 2021, the difference between the fair value of the Common Stock issued and the respective exercise price was $ 1.5 6.6 5 Stock Options SCHEDULE OF STOCK OPTIONS GRANTED 2021 2020 Number of Weighted Number of Weighted Balance, beginning of year 1,811,550 $ 4.32 1,133,550 $ 4.00 Stock options granted - - 775,000 - Stock options expired 28,750 - - - Stock options cancelled, forfeited - - 30,250 - Stock options exercised 223,500 - 66,750 - Balance, end of year 1,559,300 4.58 1,811,550 4.32 Exercisable stock options 1,065,133 $ 4.56 999,988 $ 4.05 Outstanding stock options as of December 31, 2021, are as follows: SCHEDULE OF OUTSTANDING STOCK OPTIONS Range of Weighted Outstanding Weighted Exercisable Weighted 1.50 .01 38,017 $ 1.50 38,017 $ 1.50 1.80 .13 76,033 1.80 76,033 1.80 2.40 1.17 247,000 2.40 247,000 2.40 4.20 3.30 10,000 4.20 7,500 4.20 4.40 7.83 404,000 4.40 170,667 4.40 4.84 8.75 380,000 4.84 126,667 4.84 5.00 1.58 147,500 5.00 142,500 5.00 5.40 1.91 131,750 5.40 131,750 5.40 10.00 2.89 125,000 10.00 125,000 10.00 1.5 to 10 4.92 1,559,300 $ 4.58 1,065,134 $ 4.56 Stock options outstanding at the end of the year have the following expiry date and exercise prices: SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES Exercise Expiry Date Prices 31-Dec-21 31-Dec-20 August 02, 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 20,000 March 05, 2023 2.40 247,000 272,000 July 31, 2023 5.00 127,500 127,500 October 31, 2023 4.40 54,000 89,250 November 30, 2023 5.40 131,750 133,750 November 20, 2024 10.00 125,000 125,000 April 20, 2025 4.20 10,000 10,000 September 30, 2030 4.40 350,000 365,000 September 30, 2030 4.84 380,000 380,000 1,559,300 1,811,550 We recorded stock compensation expense relating to the vesting of stock options and warrants as follows for the years ended December 31, 2021 and 2020; SCHEDULE OF STOCK COMPENSATION EXPENSE 2021 2020 In thousands Stock compensation $ 951 $ - Stock Option vesting 1,600 709 Total $ 2,552 $ 709

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 16 – RELATED PARTY TRANSACTIONS In February 2020 we amended the consulting agreement with Mr. Carlos J. Nissensohn, a principal shareholder of the Company and a family member of a Director and Officer of the Company. The terms and condition of the contract are as follows: ● 48-month term with 90 day termination notice by the Company ● A monthly fee of $ 30 thousand. ● If we procure debt financing during the term of Mr. Nissensohn’s agreement, without any equity component, Mr. Nissensohn shall be entitled to 3% of the gross funds raised, however if we are required to pay a success fee to another external entity, then Mr. Nissensohn shall be entitled to only 2% of the gross funds raised . ● In addition to the above, in the event of an equity financing resulting in gross proceeds of at least $ 3 million to us within 24 months of the date the contract, Mr. Nissensohn shall further be entitled to certain warrants to be granted by us which upon their exercise pursuant to their terms, Mr. Nissensohn shall be entitled to receive OMNIQ shares which represent 3 % of the OMNIQ issued share capital immediately prior to the consummation of such investment. The warrants will carry an exercise price per warrant/share representing 100 % of the closing price per share as closed in the equity financing. This section and the issue of the warrant by OMNIQ are subject to the approval of the Board of Directors of OMNIQ. However, if the Board does not approve the issuance of warrants; then Mr. Nissensohn will be entitled to a fee with the equivalent value based on a Black Scholes valuation ● In addition to the above, Mr. Nissensohn will be entitled to a $ 80 thousand one-time payment which shall be paid on the 1 st ● In addition to the aforementioned, in the event that we close any M&A transaction with a third party target, Mr. Nissensohn shall be entitled to a success fee in the amount equal to 5 % of the total transaction price, in any combination of cash and shares that will be determined by OMNIQ Additional related party transactions are discussed in Note 11.

GEOGRAPHIC DATA

GEOGRAPHIC DATA	12 Months Ended
	Dec. 31, 2021
Geographic Data
GEOGRAPHIC DATA	NOTE 17 – GEOGRAPHIC DATA For the years ended December 31, 2021 and 2020, two customers accounted for 23 % and one customer accounted for 37.2 %, respectively, of the Company’s revenues. Information about Geographic Areas Revenues by geography are based on the billing addresses of our customers. The following tables set forth revenues by geographic area (in thousands): SCHEDULE OF REVENUES 2021 2020 Year Ended December 31, 2021 2020 Revenues: United States $ 53,725 $ 53,958 Israel 21,848 549 Rest of the world 2,678 702 Total revenues $ 78,251 $ 55,209 The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in the countries in which the Company operates. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 18 – INCOME TAX For the year ended December 31, 2021, the Company has $ 321 thousand of current income tax provision (US State & Local and Foreign) and $ 165 thousand deferred income tax benefit. The tax effect of temporary differences that give rise to deferred tax assets and deferred tax liabilities are as follows as of December 31, SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES In thousands Deferred tax assets 2021 2020 Reserves and deferred revenue $ 182 $ 258 163(J) Limitation 1,682 1,446 Stock options - - Foreign deferred tax assets 165 - Net operating loss 7,164 7,240 Total gross deferred tax assets 9,193 8,944 Less: Valuation Allowance (8,720 ) (8,325 ) Net deferred tax assets 473 619 Deferred tax liabilities Amortization of intangible assets and depreciation (308 ) (619 ) Total deferred tax liabilities (308 ) (619 ) Net deferred tax assets $ 165 $ - Components of net deferred tax assets, including a valuation allowance, are as follows as of December 31: SCHEDULE OF DEFERRED TAX ASSETS AND VALUATION ALLOWANCES 2021 2020 Deferred tax assets $ 8,885 $ 8,325 Valuation allowance (8,720 ) (8,325 ) Total deferred tax assets $ 165 $ - The valuation allowance for deferred tax assets as of December 31, 2021 and 2020 was $ 8.7 million and $ 8.3 million, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Management has recorded a 100% Valuation Allowance, against its U.S. Net Deferred Tax Assets, since Management believes it is more likely than not that it will not be realized at the date of this statement. The Company will continue to monitor the potential utilization of this asset. Should factors and evidence change to aid in this assessment, a potential adjustment to the valuation allowance in future periods may occur. The Company records any penalties and interest as a component of operating expenses. The reconciliation between statutory rate and effective rate is as follows as of December 31, 2021 and 2020: SCHEDULE OF RECONCILIATION OF STATUTORY RATE AND EFFECTIVE TAX RATE 2021 2020 Federal statutory tax rate 21.00 % 21.0 % State taxes (0.03 )% 4.42 % Foreign income taxes (6.38 )% - % Nondeductible items - % (1.89 )% Acquisition accounting adjustments - % - % Change in valuation allowance (15.24 )% (29.71 )% Return to provision adjustments .079 % 1.66 % Rate Change - % 4.03 % Other (1.37 )% 0.44 % Effective tax rate (1.23 )% (0.06 )% The Company reported no uncertain tax liability as of December 31, 2021 and expects no significant change to the uncertain tax liability over the next twelve months. The Company’s 2015, 2016, 2017, 2018, 2019, and 2020 federal and state income tax returns are open for examination by the applicable governmental authorities. As of December 31, 2021, the Company had a net operating loss (NOL) carryforward of approximately $ 34 million. The NOL carryforward begins to expire in 2027. Under Section 382 of the Internal Revenue Code of 1986, as amended (“IRC Section 382”), a corporation that undergoes an “ownership change” is subject to limitations on its use of pre-change NOL carryforwards to offset future taxable income. Within the meaning of IRC Section 382, an “ownership change” occurs when the aggregate stock ownership of certain stockholders (generally 5% shareholders, applying certain look-through rules and aggregation rules which combine unrelated shareholders that do not individually own 5% or more of the corporation’s stock into one or more “public groups” that may be treated as 5-percent shareholder) increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years) . In general, the annual use limitation equals the aggregate value of common stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. The Company has not completed a study as to whether there is a 382 limitation on its NOLs that will limit or possibly eliminate the use of its NOLs in the future. Company’s Management has recorded a 100% valuation allowance on the entire NOL as it believes that it is more likely than not that the deferred tax asset associated with the NOLs will not be realized regardless of whether or not an “ownership change” has occurred.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 19 – SUBSEQUENT EVENTS On March 25 On March 27, 2022 we entered into another long-term loan from Leumi Bank totalling NIS 3.5 1.1 4.7 8 4 In accordance with ASC 855, “Subsequent Events”, the Company has evaluated all subsequent events through the date of this filing. No other significant events have occurred besides the events disclosed in the Notes to the Financial Statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Principles of Consolidation and Basis of Presentation	Principles of Consolidation and Basis of Presentation Our 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., and HTS Image Processing, Inc., OmniQ Tech Ltd., and majority owned subsidiary Dangot Computers Ltd. collectively referred to herein as “we” or “us” or “our” or the “Company.” All significant intercompany accounts and transactions have been eliminated in these consolidated financial statements. Business combinations are included in the consolidated financial statements from their respective dates of acquisition.
Use of Estimates	Use of Estimates We prepare our 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 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 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.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash consists of petty cash, checking, savings, and money market accounts. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered cash equivalents. There were no cash equivalents as of December 31, 2021 and 2020. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits.
Accounts Receivable	Accounts Receivable We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) Accounting Standards Codification Topic 326, Credit Losses (Topic 326 We believe concentration of credit risk, with respect to our receivables, is limited because our customer base is comprised of a number of geographically diverse customers. We manage credit risk through credit approvals, credit limits and other monitoring procedures. Pursuant to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. We perform credit evaluations of customers and establish credit limits based on reviews of our customers’ current credit information and payment histories. We believe our credit risk is somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts. Based on management’s evaluation, accounts receivable has a balance in the allowance for doubtful accounts of $ 6 thousand and $ 28 thousand for the years ended December 31, 2021 and 2020, respectively.
Inventory	Inventory Substantially all inventory consists of raw materials and finished goods and are valued at the lower of actual cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost and depreciated using straight-line over the estimated useful lives. Ordinary repair and maintenance costs are included in sales, general and administrative (“SG&A”) expenses on our consolidated statements of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. We periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or the remaining term of the lease, whichever is shorter. Depreciation expense for the years ended December 31, 2021 and 2020 was $ 251 thousand and $ 178 thousand, respectively. Generally, we assign the following estimated useful lives to these categories: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Category Estimated Useful Life Furniture and fixtures Computer equipment Office equipment Software Leasehold improvements 5 to 7 years 3 to 5 years 3 to 10 year 3 years 15 years Vehicles 5 years
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The FASB fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three broad levels of the fair value hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above. The carrying amounts of certain financial instruments, such as cash equivalents, short term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities.
Definite-lived Intangible Assets	Definite-lived Intangible Assets The Company periodically evaluates the carrying value of definite-lived intangibles when events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important which could trigger an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant changes in the manner of its use of acquired assets or its overall business strategy, and significant industry or economic trends. The Company amortizes definite-lived intangible assets on a straight-line basis over their useful lives. The Company recorded no When the Company determines that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators, the Company determines the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate and recognizes an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. If the Company’s revenues or other estimated operating results are not achieved at or above our forecasted level, and the Company is unable to recover such costs through price increases, the carrying value of certain of the Company’s intangible assets may prove to be unrecoverable and we may incur impairment charges of definitive-live intangible assets. Definite-lived intangible assets are stated at cost, net of accumulated amortization. The assets are being amortized on the straight-line method over useful lives ranging from 3 11
Indefinite-lived Intangible Assets, Including Goodwill	Indefinite-lived Intangible Assets, Including Goodwill Indefinite-lived intangible assets, including goodwill, are not amortized but are required to be reviewed for impairment at least annually or when events or circumstances indicate that carrying value may exceed fair value. The Company is permitted the option to first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the fair value of the Company’s reporting unit is less than its corresponding carrying value. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its corresponding carrying value then the Company is not required to take further action. However, if the Company concludes otherwise, then the Company must calculate the fair value of the reporting unit and compare it with its carrying amount, including Indefinite-lived intangible assets and recognize impairment equal to the difference between the carrying amount of the reporting unit and its fair value, considering the related income tax effect from any tax-deductible goodwill. The estimated fair value of the reporting unit exceeded the carrying value as of December 31, 2021 and 2020, and, therefore, no
Leases	Leases We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as a real estate contract that provides an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Our lease portfolio is substantially comprised of operating leases related to leases of real estate and improvements. From time to time, we may also lease various types of small equipment and vehicles. Operating lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide the lessor’s implicit rate, we use our incremental borrowing rate (“IBR”) at the commencement date in determining the present value of lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Our leases can include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when such renewal options and/or termination options are reasonably certain of exercise. A ROU asset is subject to the same impairment guidance as assets categorized as plant, property, and equipment. As such, any impairment loss on ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets. A lease modification is a change to the terms and conditions of a contract that change the scope or consideration of a lease. For example, a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends or shortens the contractual lease term, is a modification. Depending on facts and circumstances, a lease modification may be accounted as either: (1) the original lease plus the lease of a separate asset(s) or (2) a modified lease. A lease will be remeasured if there are changes to the lease contract that do not give rise to a separate lease.
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 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. 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. The Company estimates the expected volatility and expected option life assumption consistent with ASC Topic 718, Compensation – Stock Compensation. The expected volatility of the Company’s common stock at the date of grant is estimated based on a historic volatility rate and the expected option life is calculated based on historical stock option experience as the best estimate of future exercise patterns. The dividend yield assumption is based on historical and anticipated dividend payouts. The risk-free interest rate assumption is based on observed interest rates consistent with the expected life of each stock option grant. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. Compensation expense is recorded for all stock options expected to vest based on the amortization of the fair value at the date of grant on a straight-line basis primarily over the vesting period of the options. In October 2021, OMNIQ’ Board of Directors adopted an Equity Incentive Plan (the “Plan”), as an incentive to retain in the employ of and attract new employees, directors, officers, consultants, advisors and employees to the Company. Pursuant to the Plan, 1,118,856 shares of the Company’s common stock, par value $ 0.001 (the “Shares”), were set aside and reserved for issuance. The Plan approved by our stockholders at the December 2021, shareholders’ meeting. No shares were issued in 2021 as part of the Plan. In August 2020, the Board of Directors approved our 2020 Equity Incentive Plan and later amended it. In September 2020, our shareholders adopted and ratified the 2020 Equity Incentive Plan. The total number of shares of Common Stock authorized for issuance under the 2020 Plan is 1,000,000 . Equity instruments issued to parties other than employees for acquiring goods or services The Company accounts 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. Warrants The fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected term of the warrants, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management’s judgment. Expected volatilities used in the valuation model are based on the average volatility of the Company’s stock. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of grant.
Advertising	Advertising The Company expenses marketing and advertising costs as incurred. During 2021 and 2020, the Company spent $ 213 thousand and $ 283 thousand, respectively, on marketing, trade show and store front expense and advertising, net of co-operative rebates. The Company received rebates on advertising from co-operative advertising agreements with several vendors and suppliers. These rebates have been recorded as a reduction to the related advertising and marketing expense.
Foreign Currency Translation	Foreign Currency Translation Our 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 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 consolidated statement of operations and comprehensive loss and were included in the amount of loss from comprehensive income.
Income Taxes	Income Taxes We account for our income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for consolidated financial reporting purposes and such amounts recognized for tax purposes and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse. We also follow the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Our income is subject to taxation in both the U.S. and a foreign jurisdiction, Israel. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The Company establishes reserves for income tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when we believe positions do not meet the more-likely-than-not recognition threshold. We adjust uncertain tax liabilities in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of uncertain tax liabilities and changes in liabilities that are considered appropriate.
Comprehensive Income (Loss)	Comprehensive Income (Loss) Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Our other comprehensive income (loss) is composed of foreign currency translation adjustments.
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 years ended December 31, 2021 and December 31, 2020 were 6,082,763 and 4,322,303 , respectively. Diluted net loss per share of common stock is the same as basic net loss per share of common stock because the effects of potentially dilutive securities are antidilutive. 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: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE In thousands 2021 2020 Options to purchase common stock $ 1,559 $ 1,553 Convertible preferred stock - - Warrants to purchase common stock 1,379 75 Potential shares excluded from diluted net loss per share $ 2,938 $ 1,628
Correction of an Immaterial Error	Correction of an Immaterial Error During the year ended December 31, 2021, the Company identified an error related to its calculation of net loss attributable to the common stockholders. The Company determined that in the prior period reported, these amounts were improperly calculated. This error did not affect net income, assets, liabilities, stockholders’ equity, cash flows from financing activities or the net increase or decrease in cash and cash equivalents for the period. In accordance with the SEC Staff Accounting Bulletin (SAB) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” we evaluated the materiality of the error from qualitative and quantitative perspectives and concluded that the error was immaterial to the current and prior periods mentioned above. Consequently, the net loss per share – basic attributable to common stockholders of OmniQ Corp contained in these financial statements have been restated for the year ended December 31, 2020. The change resulted in an additional net loss after series C dividend attributable to common stockholders’ of OmniQ Corp $ 382 thousand, and an increase of the net loss per share - basic attributable to common stockholders’ of OmniQ Corp of $ 0.03 for the year ended December 31, 2020.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”) on financial reporting. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are elective and are effective upon issuance for all entities through December 31, 2022. The amendments of this ASU should be applied on a prospective basis. We intend to continue to monitor the developments with respect to the planned phase-out out of LIBOR after 2021 and work with our lenders to seek to ensure any transition away from LIBOR will have minimal impact on our financial condition. However, we can provide no assurances regarding the impact of the discontinuation of LIBOR as there can be no assurances as to whether such replacement or alternative base rate will be more or less favorable than LIBOR. Our exposure related to the expected cessation of LIBOR is limited to the interest expense we incur on balances outstanding under our Credit Facility. The potential impact from the cessation of LIBOR as a reference rate, as well as the applicability of ASU 2020-04, is not currently estimable.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements On January 1, 2021, we adopted Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The guidance removes the following exceptions: 1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the guidance simplifies the accounting for income taxes by: 1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, 2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, 3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements (although the entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority), 4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date and 5) making minor improvements for income tax accounting related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The adoption of ASU 2019-12 did not have a material impact on our consolidated financial statements and footnotes.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT	SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Category Estimated Useful Life Furniture and fixtures Computer equipment Office equipment Software Leasehold improvements 5 to 7 years 3 to 5 years 3 to 10 year 3 years 15 years Vehicles 5 years
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: SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE In thousands 2021 2020 Options to purchase common stock $ 1,559 $ 1,553 Convertible preferred stock - - Warrants to purchase common stock 1,379 75 Potential shares excluded from diluted net loss per share $ 2,938 $ 1,628

BUSINESS ACQUISITIONS (Tables)

BUSINESS ACQUISITIONS (Tables)	12 Months Ended
	Dec. 31, 2021
Business Acquisition [Line Items]
SCHEDULE OF ACQUISITIONS UNAUDITED REVENUE	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, 2021. SCHEDULE OF ACQUISITIONS UNAUDITED REVENUE December 31, 2021 2020 (in thousands/unaudited) Revenue $ 92,500 $ 99,157 Net loss $ (10,761 ) $ (9,681 )
Eyepax IT Consulting, LLC [Member]
Business Acquisition [Line Items]
SCHEDULE OF FAIR VALUE OF PURCHASE PRICE	The purchase price was measured at fair value on the Closing Date as follows (in thousands): SCHEDULE OF FAIR VALUE OF PURCHASE PRICE Cash payments to Seller $ 245 Subscribed common stock 440 Stock purchase options 91 Total $ 776
SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED	The assets acquired and liabilities assumed have been recognized at the Closing date and were measured at fair value as follows (in thousands): SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Accounts receivable $ 13 Software (intangible) 100 Liabilities assumed (112 ) Net assets acquired at fair value 1 Total purchase price 776 Goodwill recognized $ 775
Dangot Computers Ltd [Member]
Business Acquisition [Line Items]
SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED	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 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

ACCOUNTS RECEIVABLE (Tables)

ACCOUNTS RECEIVABLE (Tables)	12 Months Ended
	Dec. 31, 2021
Receivables [Abstract]
SCHEDULE OF ACCOUNTS RECEIVABLE	Accounts receivable consisted of the following as of December 31: SCHEDULE OF ACCOUNTS RECEIVABLE In thousands 2021 2020 Trade Accounts Receivable $ 27,129 $ 9,689 Less Allowance for doubtful accounts (6 ) (28 ) Total Accounts Receivable (net) $ 27,123 $ 9,661

INVENTORY (Tables)

INVENTORY (Tables)	12 Months Ended
	Dec. 31, 2021
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	Inventory consisted of the following as of December 31: SCHEDULE OF INVENTORY In thousands 2021 2020 Raw Materials $ 894 $ 946 Finished goods (less Allowance) 6,061 561 Total inventories $ 6,955 $ 1,507

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	The following is a summary of the components of property and equipment (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT As of December 31, 2021 2020 Manufacturing and lab equipment $ 499 $ 499 Leasehold improvements 609 24 Software and computer equipment 1,650 268 Furniture and equipment 254 34 Vehicle 318 64 - - Less: accumulated depreciation (2,203 ) (600 ) $ 1,127 $ 289

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS	Goodwill and Intangible assets consisted of the following as of December 31: SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS In thousands 2021 2020 Goodwill $ 16,453 $ 14,695 Trade names 6,284 4,390 Customer relationships 15,729 12,590 Other intangibles 2,322 1,424 Intangibles gross 2,322 1,424 Accumulated amortization (14,980 ) (11,855 ) Intangibles, net $ 25,808 $ 21,244
SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE	The future amortization expense on the Trade names, Customer relationships, and Other intangibles are as follows: SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE In thousands Years ending December 31, 2022 $ 1,823 2023 1,684 2024 962 2025 943 2026 943 Thereafter 3,000 Total $ 9,355

RELATED PARTY NOTES PAYABLE (Ta

RELATED PARTY NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2021
Related Party Notes Payable
SCHEDULE OF NOTES PAYABLE, RELATED PARTIES	Related party notes payable, consisted of the following as of December 31: SCHEDULE OF NOTES PAYABLE, RELATED PARTIES 2021 2020 In thousands Note payable –Marin $ 420 $ 660 Note payable –Thomet 263 413 Note payable – Shareholder Convertible Note - 43 Total notes payable 683 1,116 Less current portion 390 433 Long-term portion $ 293 $ 683
SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES	The repayment of the notes payable, related parties as of December 31, 2021, is as follows for the years ending December 31, 2021: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES In thousands 2022 $ 390 2023 293 Total $ 683

OTHER NOTES PAYABLE (Tables)

OTHER NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
SCHEDULE OF OTHER NOTES PAYABLE	Other notes payable consists of the following as of December 31, 2021: SCHEDULE OF OTHER NOTES PAYABLE In thousands 2021 2020 Note Payable - Secured Supplier Note $ 2,243 $ 6,443 Notes Payable - other 7,924 7 Total 10,167 6,450 Less current portion 7,521 6,449 Long Term Notes Payable $ 2,646 $ 1
SCHEDULE OF FUTURE MATURITIES OF NOTE PAYABLE	Future maturities of notes payable are as follows for the years ending December 31, 2021: SCHEDULE OF FUTURE MATURITIES OF NOTE PAYABLE In thousands 2022 $ 7,521 2023 2,646 Thereafter - Total $ 10,167

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
SCHEDULE OF OTHER LIABILITIES	As of December 31, 2021 and 2020, other liabilities consisted of the following: SCHEDULE OF OTHER LIABILITIES In thousands 2021 2020 Other vendor payable $ 801 801 Dividend payable 1,418 253 Bonus payable - 27 Others 1,882 1,477 Total other liabilities 4,101 2,558 Less Current Portion (2,683 ) (1,412 ) Total long term other liabilities $ 1,418 $ 1,146

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE	Other information related to our operating leases is as follows: SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE In thousands ROU asset - January 1, 2020 $ 131 Effective foreign exchange rates $ - Amortization (55 ) ROU asset - December 31, 2020 76 Increase 3,558 Effective foreign exchange rates 121 Amortization (199 ) ROU asset - December 31, 2021 $ 3,556 In thousands Lease liability - January 1, 2020 $ 134 Decrease - Effective foreign exchange rates $ - Amortization (55 ) Lease liability - December 31, 2020 79 Increase 3,558 Increase (Decrease) $ 3,558 Effective foreign exchange rates 169 Amortization (199 ) Lease liability - December 31, 2021 $ 3,607
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES	The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2021: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES In thousands Year Minimum lease payments 2022 $ 1,461 2023 1,169 2024 803 2025 376 2026 176 Total 3,985 Less interest 378 Present value of future minimum lease payments 3,607 Less current obligations 1,341 Long term lease obligations $ 2,266

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
SCHEDULE OF WARRANTS ACTIVITY	The following table summarizes information about warrants granted during the years ended December 31: SCHEDULE OF WARRANTS ACTIVITY 2021 2020 Number of Weighted Number of Weighted Balance, beginning of year 1,366,667 $ 7.19 1,166,667 $ 6.42 Warrants granted 171,429 7.70 375,000 8.44 Warrants expired 40,000 10.00 25,000 9.44 Warrants cancelled, forfeited - - - - Warrants exercised 119,167 6.99 150,000 4.00 Balance, end of year 1,378,929 7.40 1,366,667 7.19 Exercisable warrants 1,295,596 $ 6.38 1,200,001 $ 7.14
SCHEDULE OF OUTSTANDING WARRANTS	Outstanding warrants as of December 31, 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 2.77 847,500 $ 7.00 847,500 $ 7.00 7.50 4.68 250,000 7.50 166,667 7.50 7.70 4.52 171,429 7.70 171,429 7.70 8.00 0.16 10,000 8.00 10,000 8.00 10.00 1.58 100,000 10.00 100,000 10.00 7.00 to 10.00 3.05 1,378,929 $ 7.40 1,295,596 $ 6.38
SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES	Warrants outstanding have the following expiry date and exercise prices as of the years ended December 31, 2021: SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES Exercise Expiry Date Prices 2021 2020 February 02, 2021 $ 14.00 - 15.000 August 02, 2021 2.20 - 75,000 October 10, 2021 10.00 - 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 50,000 October 06, 2024 7.00 847,500 891,667 September 01, 2025 7.50 83,334 83,334 June 04, 2026 7.50 83,333 83,333 July 7, 2026 7.70 171,429 - December 04, 2027 7.50 83,333 83,333 1,378,929 1,366,667
SCHEDULE OF STOCK OPTIONS GRANTED	SCHEDULE OF STOCK OPTIONS GRANTED 2021 2020 Number of Weighted Number of Weighted Balance, beginning of year 1,811,550 $ 4.32 1,133,550 $ 4.00 Stock options granted - - 775,000 - Stock options expired 28,750 - - - Stock options cancelled, forfeited - - 30,250 - Stock options exercised 223,500 - 66,750 - Balance, end of year 1,559,300 4.58 1,811,550 4.32 Exercisable stock options 1,065,133 $ 4.56 999,988 $ 4.05
SCHEDULE OF OUTSTANDING STOCK OPTIONS	Outstanding stock options as of December 31, 2021, are as follows: SCHEDULE OF OUTSTANDING STOCK OPTIONS Range of Weighted Outstanding Weighted Exercisable Weighted 1.50 .01 38,017 $ 1.50 38,017 $ 1.50 1.80 .13 76,033 1.80 76,033 1.80 2.40 1.17 247,000 2.40 247,000 2.40 4.20 3.30 10,000 4.20 7,500 4.20 4.40 7.83 404,000 4.40 170,667 4.40 4.84 8.75 380,000 4.84 126,667 4.84 5.00 1.58 147,500 5.00 142,500 5.00 5.40 1.91 131,750 5.40 131,750 5.40 10.00 2.89 125,000 10.00 125,000 10.00 1.5 to 10 4.92 1,559,300 $ 4.58 1,065,134 $ 4.56
SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES	Stock options outstanding at the end of the year have the following expiry date and exercise prices: SCHEDULE OF STOCK OPTIONS, EXPIRY DATE AND EXERCISE PRICES Exercise Expiry Date Prices 31-Dec-21 31-Dec-20 August 02, 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 20,000 March 05, 2023 2.40 247,000 272,000 July 31, 2023 5.00 127,500 127,500 October 31, 2023 4.40 54,000 89,250 November 30, 2023 5.40 131,750 133,750 November 20, 2024 10.00 125,000 125,000 April 20, 2025 4.20 10,000 10,000 September 30, 2030 4.40 350,000 365,000 September 30, 2030 4.84 380,000 380,000 1,559,300 1,811,550
SCHEDULE OF STOCK COMPENSATION EXPENSE	We recorded stock compensation expense relating to the vesting of stock options and warrants as follows for the years ended December 31, 2021 and 2020; SCHEDULE OF STOCK COMPENSATION EXPENSE 2021 2020 In thousands Stock compensation $ 951 $ - Stock Option vesting 1,600 709 Total $ 2,552 $ 709

GEOGRAPHIC DATA (Tables)

GEOGRAPHIC DATA (Tables)	12 Months Ended
	Dec. 31, 2021
Geographic Data
SCHEDULE OF REVENUES	Revenues by geography are based on the billing addresses of our customers. The following tables set forth revenues by geographic area (in thousands): SCHEDULE OF REVENUES 2021 2020 Year Ended December 31, 2021 2020 Revenues: United States $ 53,725 $ 53,958 Israel 21,848 549 Rest of the world 2,678 702 Total revenues $ 78,251 $ 55,209

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	The tax effect of temporary differences that give rise to deferred tax assets and deferred tax liabilities are as follows as of December 31, SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES In thousands Deferred tax assets 2021 2020 Reserves and deferred revenue $ 182 $ 258 163(J) Limitation 1,682 1,446 Stock options - - Foreign deferred tax assets 165 - Net operating loss 7,164 7,240 Total gross deferred tax assets 9,193 8,944 Less: Valuation Allowance (8,720 ) (8,325 ) Net deferred tax assets 473 619 Deferred tax liabilities Amortization of intangible assets and depreciation (308 ) (619 ) Total deferred tax liabilities (308 ) (619 ) Net deferred tax assets $ 165 $ -
SCHEDULE OF DEFERRED TAX ASSETS AND VALUATION ALLOWANCES	Components of net deferred tax assets, including a valuation allowance, are as follows as of December 31: SCHEDULE OF DEFERRED TAX ASSETS AND VALUATION ALLOWANCES 2021 2020 Deferred tax assets $ 8,885 $ 8,325 Valuation allowance (8,720 ) (8,325 ) Total deferred tax assets $ 165 $ -
SCHEDULE OF RECONCILIATION OF STATUTORY RATE AND EFFECTIVE TAX RATE	The reconciliation between statutory rate and effective rate is as follows as of December 31, 2021 and 2020: SCHEDULE OF RECONCILIATION OF STATUTORY RATE AND EFFECTIVE TAX RATE 2021 2020 Federal statutory tax rate 21.00 % 21.0 % State taxes (0.03 )% 4.42 % Foreign income taxes (6.38 )% - % Nondeductible items - % (1.89 )% Acquisition accounting adjustments - % - % Change in valuation allowance (15.24 )% (29.71 )% Return to provision adjustments .079 % 1.66 % Rate Change - % 4.03 % Other (1.37 )% 0.44 % Effective tax rate (1.23 )% (0.06 )%

NATURE OF OPERATIONS (Details N

NATURE OF OPERATIONS (Details Narrative) - COVID-19 [Member]	12 Months Ended
	Dec. 31, 2020
Unusual Risk or Uncertainty [Line Items]
[custom:IncreaseDecreaseInRevenuePercentage]	3.48%
[custom:IncreaseDecreaseInGrossMarginPercentage]	5.00%

SCHEDULE OF ESTIMATED USEFUL LI

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details)	12 Months Ended
	Dec. 31, 2021
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Computer Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Computer Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	15 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

SCHEDULE OF ANTI DILUTIVE SECUR

SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDES FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential shares excluded from diluted net loss per share	2,938	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	1,559	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	1,379	75

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Oct. 31, 2021	Sep. 30, 2020
Property, Plant and Equipment [Line Items]
Cash Equivalents, at Carrying Value		$ 0
Accounts Receivable, Allowance for Credit Loss, Current	$ 6,000	28,000
Depreciation	251,000	178,000
Impairment indefinite-lived intangible assets	$ 0	$ 0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Advertising Expense	$ 213,000	$ 283,000
Income Tax Examination, Likelihood of Unfavorable Settlement	greater than 50%
Weighted Average Number of Shares Outstanding, Diluted	6,082,763	4,322,303
Net Income (Loss) Available to Common Stockholders, Basic	$ (13,439,000)	$ (11,695,000)
Earnings Per Share, Basic	$ (2.20)	$ (2.49)
Revision of Prior Period, Error Correction, Adjustment [Member]
Property, Plant and Equipment [Line Items]
Net Income (Loss) Available to Common Stockholders, Basic		$ 382,000
Earnings Per Share, Basic		$ 0.03
Equity Incentive Plan [Member] | Board of Directors [Member]
Property, Plant and Equipment [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance			1,118,856
Common Stock, Par or Stated Value Per Share			$ 0.001
2020 Plan [Member] | Board of Directors [Member]
Property, Plant and Equipment [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance				1,000,000
Indefinite-lived Intangible Assets [Member]
Property, Plant and Equipment [Line Items]
Impairment indefinite-lived intangible assets	$ 0	$ 0
Indefinite-lived Intangible Assets [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life	3 years
Indefinite-lived Intangible Assets [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life	11 years

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($) $ in Thousands	Jul. 31, 2021	Dec. 31, 2021	Aug. 11, 2021	Dec. 31, 2020
Working capital deficit		$ 23,000
Accumulated deficit		70,571		$ 56,726
Proceeds from issuance of private placement	$ 15,000
Business combination revenues and gains recognized		$ 1,300
Interest rate description		Overall the effective interest rate of the new line of credit is approx. 7% compared to 12% with Action and 10% with ScanSource.
Debt Instrument, Interest Rate, Stated Percentage			7.50%
Action Capital [Member]
Line of credit		$ 6,000
Western Alliance Bank [Member]
Line of credit		$ 8,500
Dangot Computers Ltd [Member]
Business acquisition description		The Company expects to receive financing for the acquisition of the last 23% of shares of Dangot at a loan to value rate of 85%.
Dangot Computers Ltd [Member]
Business acquisition cost		$ 570
Scan Source Inc [Member]
Repayments of related party debt		2,500
Line of credit borrowing capacity		7,000
Blue Star [Member]
Accounts Payable, Related Parties		$ 29,000
Debt Instrument, Interest Rate, Stated Percentage		5.00%

SCHEDULE OF FAIR VALUE OF PURCH

SCHEDULE OF FAIR VALUE OF PURCHASE PRICE (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 29, 2020	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Cash payments to Seller		$ 4,992
Asset Purchase Agreement [Member] | Eyepax IT Consulting, LLC [Member]
Business Acquisition [Line Items]
Cash payments to Seller	$ 245
Subscribed common stock	440
Stock purchase options	91
Total	$ 776

SCHEDULE OF RECOGNIZED FAIR VAL

SCHEDULE OF RECOGNIZED FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) $ in Thousands	Jul. 08, 2021	May 03, 2021	Feb. 29, 2020	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill recognized				$ 16,453	$ 14,695
Cash payments				$ 4,992
Asset Purchase Agreement [Member] | Eyepax IT Consulting, LLC [Member]
Business Acquisition [Line Items]
Accounts Receivable			$ 13
Other intangible assets			100
Current liabilities assumed			(112)
Net assets acquired at fair value			1
Total purchase price			776
Goodwill recognized			775
Cash payments			245
Total consideration			$ 776
Dangot Share Purchase Agreement [Member]
Business Acquisition [Line Items]
Accrued payable to owner	$ 600
Dangot Share Purchase Agreement [Member] | Dangot Computers Ltd [Member]
Business Acquisition [Line Items]
Accounts Receivable		$ 13,470
Other intangible assets		899
Current liabilities assumed		(12,911)
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
Inventory		4,616
Other Assets		5,392
Property and equipment		638
Goodwill		1,758
Trade name		1,893
Customer relationship		3,139
Assets acquired		32,471
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 Computers Ltd [Member]
Business Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	220,103

SCHEDULE OF ACQUISITIONS UNAUDI

SCHEDULE OF ACQUISITIONS UNAUDITED REVENUE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Combination and Asset Acquisition [Abstract]
Business acquisition, pro forma revenue	$ 92,500	$ 99,157
Business acquisition, pro forma net income (loss)	$ (10,761)	$ (9,681)

BUSINESS ACQUISITIONS (Details

BUSINESS ACQUISITIONS (Details Narrative)	Jul. 08, 2021USD ($)shares	May 03, 2021USD ($)shares	May 03, 2021ILS (₪)shares	Apr. 30, 2020shares	Feb. 29, 2020USD ($)$ / sharesshares	Dec. 31, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares	Oct. 02, 2021
Business Acquisition [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares							775,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate						151.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term						5 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate						0.41%
Purchase of additional option percent								26.00%
Ownership percent								77.00%
Payment to purchase additional shares						$ 4,012,000
Purchase of shares, percent								23.00%
Net Income (Loss) Attributable to Parent						(13,362,000)	$ (11,504,000)
Dangot Computers Ltd [Member]
Business Acquisition [Line Items]
Revenues						20,600,000
Net Income (Loss) Attributable to Parent						$ 566,000
Eyepax IT Consulting, LLC [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares				80,000
Dangot Computers Ltd [Member]
Business Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares		220,103	220,103
Asset Purchase Agreement [Member] | Eyepax IT Consulting, LLC [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross					$ 100,000,000
[custom:AdvancePaymentsMadeToAcquireBusinessesGross]					$ 5,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate					269.42%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term					36 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate					1.16%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate					0.00%
Asset Purchase Agreement [Member] | Eyepax IT Consulting, LLC [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares					20,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares					$ 5
Stock options, expiration date					2023-02
Asset Purchase Agreement [Member] | Eyepax IT Consulting, LLC [Member] | Monthly Payments For First Three Months [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross					$ 25,000,000
Asset Purchase Agreement [Member] | Eyepax IT Consulting, LLC [Member] | Ramaining Balance to be Paid [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross					95,000,000
Asset Purchase Agreement [Member] | Eyepax IT Consulting, LLC [Member] | Ramaining Balance to be Paid [Member] | Fourth Payment [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross					20,000,000
Asset Purchase Agreement [Member] | Eyepax IT Consulting, LLC [Member] | 10 Monthly Installments [Member]
Business Acquisition [Line Items]
[custom:AdvancePaymentsMadeToAcquireBusinessesGross]					$ 5,000,000
Asset Purchase Agreement [Member] | Eyepax IT Consulting, LLC [Member] | During 45 Days from Closing Date [Member]
Business Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares					80,000
Business Acquisition, Share Price | $ / shares					$ 5.50
Dangot Share Purchase Agreement [Member]
Business Acquisition [Line Items]
Stock Issued During Period, Shares, New Issues | shares	220,103
Stock Issued During Period, Value, New Issues	$ 2,084,000
Cash	5,058,000
Accrued Payable to Owner	$ 600,000
Remaining acquired percentage		49.00%	49.00%
Dangot Share Purchase Agreement [Member] | Omniq Technologies [Member]
Business Acquisition [Line Items]
Stock Issued During Period, Shares, New Issues | shares		5,100	5,100
Stock Issued During Period, Value, New Issues		$ 7,600,000	₪ 23,740,500
Dangot Share Purchase Agreement [Member] | Haim Dangot [Member]
Business Acquisition [Line Items]
Stock Issued During Period, Shares, New Issues | shares		4,900	4,900
Stock Issued During Period, Value, New Issues		$ 143,000	₪ 465,500
Dangot Share Purchase Agreement [Member] | Dangot Computers Ltd [Member]
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired		51.00%	51.00%
Accrued Payable to Owner		$ 600,000
Dangot Share Purchase Agreement [Member] | Haim Dangot [Member]
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired		51.00%	51.00%
Percentage of remaining shares on fully diluted basis		1.00%	1.00%

SCHEDULE OF ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Receivables [Abstract]
Trade Accounts Receivable	$ 27,129	$ 9,689
Less Allowance for doubtful accounts	(6)	(28)
Total Accounts Receivable (net)	$ 27,123	$ 9,661

ACCOUNTS RECEIVABLE (Details Na

ACCOUNTS RECEIVABLE (Details Narrative) - Accounts Receivable [Member]	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Customer One [Member] | Minimum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
[custom:ConcentrationRiskThresholdPercentage]	17.00%
Customer Two [Member] | Maximum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
[custom:ConcentrationRiskThresholdPercentage]		46.00%

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw Materials	$ 894	$ 946
Finished goods (less Allowance)	6,061	561
Total inventories	$ 6,955	$ 1,507

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(2,203)	(600)
Property, Plant and Equipment, Net	1,127	289
Manufacturing and Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	499	499
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	609	24
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,650	268
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	254	34
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 318	$ 64

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 251	$ 178

SCHEDULE OF GOODWILL AND INTANG

SCHEDULE OF GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Accumulated amortization	$ (14,980)	$ (11,855)
Intangibles, net	25,808	21,244
Goodwill [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles gross	16,453	14,695
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles gross	6,284	4,390
Accumulated amortization	3,863	3,362
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles gross	15,729	12,590
Accumulated amortization	9,660	8,111
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles gross	$ 2,322	$ 1,424

SCHEDULE OF FINITE-LIVED INTANG

SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE (Details) $ in Thousands	Dec. 31, 2021USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 1,823
2023	1,684
2024	962
2025	943
2026	943
Thereafter	3,000
Total	$ 9,355

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Goodwill, Impairment Loss		$ 0
Amortization of Intangible Assets	$ 3,160,000	2,114,000
Asset Impairment Charges		$ 0
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Minimum [Member] | Finite-Lived Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	2 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	11 years
Maximum [Member] | Finite-Lived Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	9 years

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounts Payable [Member] | Customer Concentration Risk [Member] | One Vendor [Member]
Product Information [Line Items]
Concentration Risk, Percentage	65.00%	70.00%

CREDIT FACILITIES AND LINE OF_2

CREDIT FACILITIES AND LINE OF CREDIT (Details Narrative) - USD ($) $ in Thousands	Mar. 25, 2022	Jul. 31, 2016	Mar. 27, 2022	Dec. 31, 2021	Aug. 11, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Line of Credit Facility, Fair Value of Amount Outstanding				$ 5,951		$ 4,914
Debt instrument percent rate					7.50%
Subsequent Event [Member]
Debt Instrument [Line Items]
Debt instrument percent rate	15.00%		4.70%
Interest rate, description	The annual interest rate with respect to the daily average balance of unpaid advances outstanding under the BFA (computed on a monthly basis) is equal to the “Prime Rate” of Wells Fargo Bank N.A. plus 1.5%, plus a monthly fee equal to 0.15% of the average outstanding balance
Maximum [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Outstanding principal amount	$ 8,500
Factoring and Security Agreement [Member] | Action Capital Corporation [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 6,000
Percentage of reserve account		5.00%
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage		0.75%
Factoring and Security Agreement [Member] | Action Capital Corporation [Member] | 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	Dec. 31, 2021	Dec. 31, 2020	Oct. 31, 2018
Short-term Debt [Line Items]
Total notes payable	$ 683	$ 1,116
Less current portion	390	433
Long-term portion	293	683
Note Payable Marin [Member]
Short-term Debt [Line Items]
Total notes payable	420	660
Note Payable Thomet [Member]
Short-term Debt [Line Items]
Total notes payable	263	413
Note Payable - Shareholder Convertible Note [Member]
Short-term Debt [Line Items]
Total notes payable		$ 43	$ 700

SCHEDULE OF FUTURE MATURITIES O

SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE, RELATED PARTIES (Details) - Related Party Notes Payable [Member] $ in Thousands	Dec. 31, 2021USD ($)
Short-term Debt [Line Items]
2022	$ 390
2023	293
Total	$ 683

RELATED PARTY NOTES PAYABLE (De

RELATED PARTY NOTES PAYABLE (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Apr. 30, 2019	Dec. 31, 2017	Dec. 31, 2021	Dec. 31, 2020	Aug. 11, 2021	Oct. 31, 2018
Short-term Debt [Line Items]
Interest Expense, Debt			$ 10	$ 15
Notes Payable, Related Parties			683	1,116
Debt Instrument, Interest Rate, Stated Percentage					7.50%
Debt Conversion, Converted Instrument, Amount			203	822
Marin Note [Member]
Short-term Debt [Line Items]
Notes Payable, Related Parties		$ 660
Debt Instrument, Interest Rate, Stated Percentage		1.89%
Debt Instrument, Payment Terms		60 monthly
Debt Instrument, Periodic Payment, Principal		$ 20
Interest Payable, Current			63
Thomet Note [Member]
Short-term Debt [Line Items]
Notes Payable, Related Parties		$ 750
Debt Instrument, Interest Rate, Stated Percentage		0.00%
Debt Instrument, Payment Terms		60 monthly
Debt Instrument, Periodic Payment, Principal		$ 13
Note Payable - Shareholder Convertible Note [Member]
Short-term Debt [Line Items]
Notes Payable, Related Parties				$ 43		$ 700
Debt Instrument, Interest Rate, Stated Percentage						6.00%
Debt Instrument, Convertible, Conversion Price						$ 4.72
Convertible Shareholder Note [Member]
Short-term Debt [Line Items]
Debt Conversion, Converted Instrument, Amount	$ 400
Stock Issued During Period, Shares, New Issues	87,476
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	87,476
Convertible Shareholder Note One [Member]
Short-term Debt [Line Items]
Debt Conversion, Converted Instrument, Amount	$ 200
Stock Issued During Period, Shares, New Issues	42,373
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	42,373

SCHEDULE OF OTHER NOTES PAYABLE

SCHEDULE OF OTHER NOTES PAYABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Total	$ 10,167	$ 6,450
Less current portion	7,521	6,449
Long Term Notes Payable	2,646	1
Note Payable Secured Supplier [Member]
Short-term Debt [Line Items]
Total	2,243	6,443
Notes Payable Other [Member]
Short-term Debt [Line Items]
Total	$ 7,924	$ 7

SCHEDULE OF FUTURE MATURITIES_2

SCHEDULE OF FUTURE MATURITIES OF NOTE PAYABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Total	$ 10,167	$ 6,450
Other Notes Payable[Member]
Short-term Debt [Line Items]
2022	7,521
2023	2,646
Thereafter
Total	$ 10,167

OTHER NOTES PAYABLE (Details Na

OTHER NOTES PAYABLE (Details Narrative) ₪ in Thousands, $ in Thousands

Mar. 27, 2022USD ($)Integer

Nov. 28, 2021USD ($)Integer

Aug. 11, 2021USD ($)

Jul. 29, 2021USD ($)Integer

Jul. 20, 2021USD ($)

Sep. 07, 2018USD ($)

Jul. 18, 2016USD ($)

Apr. 30, 2019USD ($)

Mar. 27, 2022ILS (₪)Integer

Mar. 25, 2022USD ($)

Dec. 31, 2021USD ($)

Dec. 31, 2021ILS (₪)

Nov. 28, 2021ILS (₪)Integer

Aug. 11, 2021ILS (₪)

Jul. 29, 2021ILS (₪)Integer

Debt Instrument [Line Items]

Interest rate

7.50%

7.50%

Loans payable

$ 155

₪ 470

₪ 500

Debt instrument, term

5 years

Loans payable outstanding amount | ₪

13,600

[custom:LoansPayableRemainingAmount-0]

$ 151

Subsequent Event [Member]

Debt Instrument [Line Items]

Interest rate

4.70%

4.70%

15.00%

Loans payable | ₪

₪ 3,500

Number of installments | Integer

8

8

Debt instrument, term

4 years

Line of Credit [Member]

Debt Instrument [Line Items]

Loans payable

$ 4,400

₪ 17,500

Maximum [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 8,500

First Minimum Payment [Member].

Debt Instrument [Line Items]

Debt Instrument, Periodic Payment

$ 350

Eighth Amendment [Member]

Debt Instrument [Line Items]

Debt Instrument, Periodic Payment

$ 300

Eighth Amendment [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt Instrument, Interest Rate During Period

18.00%

Eighth Amendment [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt Instrument, Interest Rate During Period

10.00%

Leumi Bank [Member]

Debt Instrument [Line Items]

Interest rate

4.70%

4.70%

4.70%

4.70%

Loans payable

$ 1,100

$ 2,160

₪ 3,500

₪ 7,000

Number of installments | Integer

8

8

8

8

Debt instrument, term

4 years

4 years

Leumi Bank [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Loans payable

$ 1,100

Secured Promissory Note [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 12,500

Interest rate

18.00%

Debt Instrument, 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 Instrument, Periodic Payment

300

Secured Promissory Note [Member] | Sixth Amendment Agreement [Member] | Last Two Monthly Payments [Member]

Debt Instrument [Line Items]

Debt Instrument, Periodic Payment

$ 500

SCHEDULE OF OTHER LIABILITIES (

SCHEDULE OF OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Other vendor payable	$ 801	$ 801
Dividend payable	1,418	253
Bonus payable		27
Others	1,882	1,477
Total other liabilities	4,101	2,558
Less Current Portion	(2,683)	(1,412)
Total long term other liabilities	$ 1,418	$ 1,146

SCHEDULE OF OTHER INFORMATION R

SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
ROU asset, Beginning balance	$ 76	$ 131
Effective foreign exchange rate	121
Amortization	(199)	(55)
Increase	3,558
Lease liability, Ending balance	3,556	76
Lease liability, Beginning balance	79	134
Decrease	3,558
Amortization	(199)	(55)
Operating lease liability effective foreign exchange rate	169
Lease liability, Ending balance	$ 3,607	$ 79

SCHEDULE OF FUTURE MINIMUM RENT

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
2022	$ 1,461
2023	1,169
2024	803
2025	376
2026	176
Total	3,985
Less interest	378
Present value of future minimum lease payments	3,607	$ 79	$ 134
Less current obligations	1,341	31
Long term lease obligations	$ 2,266	$ 48

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)
Product Liability Contingency [Line Items]
[custom:RentalExpenseMonthlyPayments]	$ 35
Operating Lease, Weighted Average Discount Rate, Percent	5.25%
Operating Lease, Weighted Average Remaining Lease Term	37 months
Lessee, Operating Lease, Remaining Lease Term	24 months
[custom:UnpaidCommission-0]	$ 60
Office Equipment [Member]
Product Liability Contingency [Line Items]
Lessee, Operating Lease, Remaining Lease Term	42 months
Vehicle Lease [Member]
Product Liability Contingency [Line Items]
[custom:RentalExpenseMonthlyPayments]	$ 56
Akron [Member]
Product Liability Contingency [Line Items]
[custom:RentalExpenseMonthlyPayments]	$ 3
Operating Lease, Weighted Average Discount Rate, Percent	14.55%
Operating Lease, Weighted Average Remaining Lease Term	17 months
Salt Lack City [Member]
Product Liability Contingency [Line Items]
[custom:RentalExpenseMonthlyPayments]	$ 22

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 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	375,000
Weighted Average Exercise Price, Warrants granted	$ 7.70	$ 8.44
Number of warrants, Warrants expired	40,000	25,000
Weighted Average Exercise Price, Warrants expired	$ 10	$ 9.44
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	$ 6.99	$ 4
Number of warrants, Outstanding, End of period	1,378,929	1,366,667
Weighted Average Exercise Price, Outstanding, End of period	$ 7.40	$ 7.19
Number of warrants, Exercisable warrants	1,295,596	1,200,001
Weighted Average Exercise Price, Exercisable warrants	$ 6.38	$ 7.14

SCHEDULE OF OUTSTANDING WARRANT

SCHEDULE OF OUTSTANDING WARRANTS (Details) - Warrant [Member]	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit	$ 10
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	3 years 18 days
Outstanding Warrants | shares	1,378,929
Weighted Average Exercise Price	$ 7.40
Exercisable Warrants | shares	1,295,596
Weighted Average Exercise Price	$ 6.38
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit	7
Exercise Price Range 1 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit	$ 7
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	2 years 9 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
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	4 years 8 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
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	4 years 6 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
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	1 month 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 5 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit	$ 10
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	1 year 6 months 29 days
Outstanding Warrants | shares	100,000
Weighted Average Exercise Price	$ 10
Exercisable Warrants | shares	100,000
Weighted Average Exercise Price	$ 10

SCHEDULE OF WARRANTS OUTSTANDIN

SCHEDULE OF WARRANTS OUTSTANDING, EXPIRY DATE AND EXERCISE PRICES (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant Outstanding	1,378,929	1,366,667
February 02, 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants and Rights Outstanding, Maturity Date	Feb. 2, 2021
Warrant Exercise Prices	$ 14
Warrant Outstanding		15
August 2, 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants and Rights Outstanding, Maturity 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]
Warrants and Rights Outstanding, Maturity Date	Oct. 10, 2021
Warrant Exercise Prices	$ 10
Warrant Outstanding		25,000
February 27, 2022 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants and Rights Outstanding, Maturity 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]
Warrants and Rights Outstanding, Maturity 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]
Warrants and Rights Outstanding, Maturity Date	Oct. 14, 2023
Warrant Exercise Prices	$ 10
Warrant Outstanding	50,000	50,000
October 6, 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants and Rights Outstanding, Maturity Date	Oct. 6, 2024
Warrant Exercise Prices	$ 7
Warrant Outstanding	847,500	891,667
September 1, 2025 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants and Rights Outstanding, Maturity 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]
Warrants and Rights Outstanding, Maturity Date	Jun. 4, 2026
Warrant Exercise Prices	$ 7.50
Warrant Outstanding	83,333	83,333,000
July 7, 2026 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants and Rights Outstanding, Maturity Date	Jul. 7, 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]
Warrants and Rights Outstanding, Maturity 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	12 Months Ended
	Dec. 31, 2021	Dec. 31, 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
Number of stock options, Stock options expired	28,750
Weighted Average Exercise Price, Stock options expired
Number of stock options, Stock options cancelled, forfeited		30,250
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price
Number of stock options, Stock options exercised	223,500	66,750
Weighted Average Exercise Price, Stock options exercised
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	1,065,133	999,988
Weighted Average Exercise Price, Exercisable stock options	$ 4.56	$ 4.05

SCHEDULE OF OUTSTANDING STOCK O

SCHEDULE OF OUTSTANDING STOCK OPTIONS (Details) - Stock Options [Member]	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	4 years 11 months 1 day
Outstanding Stock Options | shares	1,559,300
Weighted Average Exercise Price	$ 4.58
Exercisable Stock Options | shares	1,065,134
Weighted Average Exercise Price	$ 4.56
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices	1.5
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
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	3 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
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	1 month 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
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	1 year 2 months 1 day
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
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	3 years 3 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 5 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Range of Exercise Prices, Upper Range Limit	$ 4.40
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	7 years 9 months 29 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
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	8 years 9 months
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
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	1 year 6 months 29 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
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	1 year 10 months 28 days
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
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	2 years 10 months 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	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option exercise prices	$ 4.58	$ 4.32	$ 4
Stock option outstanding	1,559,300	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	1,559,300	1,811,550
August 2, 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, 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]
Share-based Compensation Arrangement by Share-based Payment Award, 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]
Share-based Compensation Arrangement by Share-based Payment Award, 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]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Feb. 28, 2023
Stock option exercise prices	$ 5
Stock option outstanding	20,000	20,000
March 05, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Mar. 5, 2023
Stock option exercise prices	$ 2.40
Stock option outstanding	247,000	272,000
July 31, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, 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]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Oct. 31, 2023
Stock option exercise prices	$ 4.40
Stock option outstanding	54,000	89,250
November 30, 2023 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Nov. 30, 2023
Stock option exercise prices	$ 5.40
Stock option outstanding	131,750	133,750
November 20, 2024 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, 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]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Apr. 20, 2025
Stock option exercise prices	$ 4.20
Stock option outstanding	10,000	10,000
September 30, 2030 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Sep. 30, 2030
Stock option exercise prices	$ 4.40
Stock option outstanding	350,000	365,000
September 30, 2030 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date	Sep. 30, 2030
Stock option exercise prices	$ 4.84
Stock option outstanding	380,000	380,000

SCHEDULE OF STOCK COMPENSATION

SCHEDULE OF STOCK COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Stock compensation	$ 951
Stock Option vesting	1,600	709
Total	$ 2,552	$ 709

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands

Oct. 13, 2021

Jul. 08, 2021

May 04, 2021

Feb. 15, 2021

Sep. 29, 2020

Oct. 31, 2021

Sep. 30, 2020

Aug. 31, 2020

Apr. 30, 2020

Dec. 31, 2021

Dec. 31, 2020

Aug. 31, 2021

Jul. 31, 2021

Nov. 17, 2014

Class of Stock [Line Items]

Stock Issued During Period, Value, Conversion of Convertible Securities

Common Stock, Par or Stated Value Per Share

$ 0.001

$ 0.001

Stock Issued During Period, Value, Issued for Services

$ 188

$ 1,640

Stock Issued During Period, Value, Employee Stock Purchase Plan

$ 16

$ 1

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period

223,500

66,750

Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate

151.00%

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term

5 years

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate

0.41%

Stock issued during period, value, warrants exercised

$ 683

Intrinsic value for vested warrants

$ 8,000

$ 6,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross

775,000

Stock issued during period, value, stock options exercised

$ 1,500

Intrinsic value for vested stock options

6,600

$ 5,000

Minimum [Member]

Class of Stock [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate

156.00%

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term

4 years

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate

1.40%

Maximum [Member]

Class of Stock [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate

157.00%

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term

5 years 6 months

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate

2.31%

Dangot Share Purchase Agreement [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, New Issues

220,103

Stock Issued During Period, Value, Issued for Services

$ 2,000

Securities Purchase Agreement [Member]

Class of Stock [Line Items]

Common Stock, Par or Stated Value Per Share

$ 0.001

Proceeds from Issuance of Common Stock

$ 15,000

Sale of Stock, Price Per Share

$ 7

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

171,429

171,429

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 7.70

$ 7.70

Warrants and Rights Outstanding, Term

5 years

Common Stock [Member]

Class of Stock [Line Items]

Stock Issued During Period, Value, Conversion of Convertible Securities

Stock Issued During Period, Shares, Conversion of Convertible Securities

70

134

Stock Issued During Period, Shares, Issued for Services

2,142,857

25

302

Stock Issued During Period, Value, Issued for Services

$ 1

Stock Issued During Period, Shares, Employee Stock Purchase Plans

2

Stock Issued During Period, Value, Employee Stock Purchase Plan

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period

342,667

216,750

Common Stock [Member] | Eyepax IT Consulting, LLC [Member]

Class of Stock [Line Items]

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares

80,000

Common Stock [Member] | Consulting Agreement [Member] | Orion 4, LLC [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Issued for Services

25,000

Stock Issued During Period, Value, Issued for Services

$ 188

Common Stock [Member] | Equity Incentive Plan [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, New Issues

1,118,856

1,000,000

Common Stock, Par or Stated Value Per Share

$ 0.001

$ 0.001

Common Stock [Member] | Employee Stock Purchase Plan [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Employee Stock Purchase Plans

2,186

302

Stock Issued During Period, Value, Employee Stock Purchase Plan

$ 16

$ 1

Warrant [Member]

Class of Stock [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period

279,096

90,691

Warrants and Rights Outstanding

$ 1,300

Director [Member]

Class of Stock [Line Items]

Preferred Stock, Voting Rights

The board of directors had previously set the voting rights for the preferred stock at 1 share of preferred to 13 common shares

Director [Member] | Share Purchase Option Plan [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

500,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross

500,000

Holders [Member] | Common Stock [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Conversion of Convertible Securities

105,551

Consultants and Advisors [Member] | Common Stock [Member] | Equity Incentive Plan [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Issued for Services

336,146

Stock Issued During Period, Value, Issued for Services

$ 1,600

Note Holders [Member] | Common Stock [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Issued for Services

10,127

95,424

Stock Issued During Period, Value, Issued for Services

$ 100

$ 859

Employees, Officers and Directors [Member] | Common Stock [Member] | 2020 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures

745,000

Mr. Shai Lustgarten [Member] | Common Stock [Member] | 2020 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures

230,000

Mr. Neev Nissenson [Member] | Common Stock [Member] | 2020 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures

40,000

Mr. Carlos J. Nissenson [Member] | Common Stock [Member] | 2020 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures

150,000

Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price

$ 4.84

Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period

5 years

Andy MacMillan [Member] | Common Stock [Member] | 2020 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures

10,000

Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price

$ 4.40

Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period

10 years

Other Employees and Consultants [Member] | Common Stock [Member] | 2020 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures

305,000

Series A Preferred Stock [Member]

Class of Stock [Line Items]

Preferred Stock, Shares Authorized

2,000,000

2,000,000

Preferred Stock, Shares Outstanding

0

0

Series B Preferred Stock [Member]

Class of Stock [Line Items]

Preferred Stock, Shares Authorized

1

1

Preferred Stock, Shares Outstanding

0

0

Series C Preferred Stock [Member]

Class of Stock [Line Items]

Preferred Stock, Shares Authorized

3,000,000

3,000,000

Preferred Stock, Shares Outstanding

544,500

2,145,030

Dividends Payable, Amount Per Share

$ 0.06

Preferred Stock, Liquidation Preference Per Share

$ 1

Dividends

$ 126

$ 253

Preferred Stock, Conversion Basis

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] | Holders [Member]

Class of Stock [Line Items]

Dividends

$ 194

Stock Issued During Period, Value, Conversion of Convertible Securities

$ 1,600

Stock Issued During Period, Shares, Conversion of Convertible Securities

1,600,530

Preferred Stock Series C [Member]

Class of Stock [Line Items]

Preferred Stock, Shares Outstanding

544,500

2,145,030

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2020	Dec. 31, 2021	Oct. 02, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity Method Investment, Ownership Percentage			77.00%
Payment of Financing and Stock Issuance Costs		$ 4,012,000
Consulting Agreement [Member] | Mr. Carlos J. Nissenson [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt Instrument, Periodic Payment	$ 30,000
Equity component description	If we procure debt financing during the term of Mr. Nissensohn’s agreement, without any equity component, Mr. Nissensohn shall be entitled to 3% of the gross funds raised, however if we are required to pay a success fee to another external entity, then Mr. Nissensohn shall be entitled to only 2% of the gross funds raised
Proceeds from Issuance or Sale of Equity	$ 3,000,000
Equity Method Investment, Ownership Percentage	3.00%
[custom:WarrantExercisePricePercentage-0]	100.00%
Payment of Financing and Stock Issuance Costs	$ 80,000
[custom:TotalTransactionPricePercentage]	5.00%

SCHEDULE OF REVENUES (Details)

SCHEDULE OF REVENUES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Total revenues	$ 78,251	$ 55,209
UNITED STATES
Total revenues	53,725	53,958
ISRAEL
Total revenues	21,848	549
Rest of The World [Member]
Total revenues	$ 2,678	$ 702

GEOGRAPHIC DATA (Details Narrat

GEOGRAPHIC DATA (Details Narrative) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] - Customer One [Member]	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Minimum [Member]
Product Information [Line Items]
Concentration Risk, Percentage	23.00%
Maximum [Member]
Product Information [Line Items]
Concentration Risk, Percentage		37.20%

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Reserves and deferred revenue	$ 182	$ 258
163(J) Limitation	1,682	1,446
Stock options
Foreign deferred tax assets	165
Net operating loss	7,164	7,240
Total gross deferred tax assets	9,193	8,944
Less: Valuation Allowance	(8,720)	(8,325)
Net deferred tax assets	473	619
Amortization of intangible assets and depreciation	(308)	(619)
Total deferred tax liabilities	(308)	(619)
Net deferred tax assets	$ 165

SCHEDULE OF DEFERRED TAX ASSE_2

SCHEDULE OF DEFERRED TAX ASSETS AND VALUATION ALLOWANCES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Deferred tax assets	$ 8,885	$ 8,325
Valuation allowance	(8,720)	(8,325)
Net deferred tax assets	$ 165

SCHEDULE OF RECONCILIATION OF S

SCHEDULE OF RECONCILIATION OF STATUTORY RATE AND EFFECTIVE TAX RATE (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal statutory tax rate	21.00%	21.00%
State taxes	(0.03%)	4.42%
Foreign income taxes	(6.38%)
Nondeductible items		(1.89%)
Acquisition accounting adjustments
Change in valuation allowance	(15.24%)	(29.71%)
Return to provision adjustments	0.079%	1.66%
Rate Change		4.03%
Other	(1.37%)	0.44%
Effective tax rate	(1.23%)	(0.06%)

INCOME TAX (Details Narrative)

INCOME TAX (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Current State and Local Tax Expense (Benefit)	$ 321
Deferred Tax Assets, Net	165
Valuation allowance for deferred tax assets	8,700	$ 8,300
Operating Loss Carryforwards	$ 34,000
Income Tax Examination, Description	The NOL carryforward begins to expire in 2027. Under Section 382 of the Internal Revenue Code of 1986, as amended (“IRC Section 382”), a corporation that undergoes an “ownership change” is subject to limitations on its use of pre-change NOL carryforwards to offset future taxable income. Within the meaning of IRC Section 382, an “ownership change” occurs when the aggregate stock ownership of certain stockholders (generally 5% shareholders, applying certain look-through rules and aggregation rules which combine unrelated shareholders that do not individually own 5% or more of the corporation’s stock into one or more “public groups” that may be treated as 5-percent shareholder) increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years)

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) ₪ in Thousands, $ in Thousands	Mar. 27, 2022USD ($)Integer	Nov. 28, 2021USD ($)Integer	Aug. 11, 2021USD ($)	Jul. 29, 2021USD ($)Integer	Mar. 27, 2022ILS (₪)Integer	Mar. 25, 2022	Dec. 31, 2021ILS (₪)	Nov. 28, 2021ILS (₪)Integer	Aug. 11, 2021ILS (₪)	Jul. 29, 2021ILS (₪)Integer
Subsequent Event [Line Items]
Loans payable			$ 155				₪ 470		₪ 500
Interest rate			7.50%						7.50%
Debt instrument, term			5 years
Subsequent Event [Member]
Subsequent Event [Line Items]
Loans payable | ₪					₪ 3,500
Interest rate	4.70%				4.70%	15.00%
Number of installments | Integer	8				8
Debt instrument, term	4 years
Leumi Bank [Member]
Subsequent Event [Line Items]
Loans payable		$ 1,100		$ 2,160				₪ 3,500		₪ 7,000
Interest rate		4.70%		4.70%				4.70%		4.70%
Number of installments | Integer		8		8				8		8
Debt instrument, term		4 years		4 years
Leumi Bank [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Long term loan | ₪					₪ 3,500
Loans payable | $	$ 1,100