Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40020 | ||
Entity Registrant Name | RELIANCE GLOBAL GROUP, INC. | ||
Entity Central Index Key | 0001812727 | ||
Entity Tax Identification Number | 46-3390293 | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Address, Address Line One | 300 Blvd. of the Americas | ||
Entity Address, Address Line Two | Suite 105 | ||
Entity Address, City or Town | Lakewood | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08701 | ||
City Area Code | 732 | ||
Local Phone Number | 380-4600 | ||
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 | $ 20 | ||
Entity Common Stock, Shares Outstanding | 11,337,109 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 339 | ||
Auditor Name | Mazars USA LLP | ||
Auditor Location | Washington, Pennsylvania | ||
Common Stock [Member] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | RELI | ||
Security Exchange Name | NASDAQ | ||
Series Warrants [Member] | |||
Title of 12(b) Security | Series A Warrants | ||
Trading Symbol | RELIW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 4,136,180 | $ 45,213 |
Restricted cash | 484,542 | 484,368 |
Accounts receivable | 1,024,831 | 862,597 |
Accounts receivable, related parties | 7,131 | |
Note receivables | 3,825 | |
Other receivables | 1,952 | |
Prepaid expense and other current assets | 2,328,817 | 38,081 |
Total current assets | 7,981,501 | 1,436,036 |
Property and equipment, net | 130,359 | 79,163 |
Right-of-use assets | 1,067,734 | 433,529 |
Investment in NSURE, Inc. | 1,350,000 | 1,350,000 |
Intangibles, net | 7,078,900 | 5,982,434 |
Goodwill | 10,050,277 | 8,761,725 |
Other non-current assets | 16,792 | 1,800 |
Total assets | 27,675,563 | 18,044,687 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 2,759,160 | 1,143,582 |
Loans payable | 14,598 | |
Current portion of loans payable, related parties | 4,523,045 | |
Other payables | 81,500 | 62,500 |
Current portion of long-term debt | 913,920 | 963,450 |
Current portion of leases payable | 276,009 | 176,897 |
Earn-out liability, current portion | 3,297,855 | |
Warrant commitment | 37,652,808 | |
Total current liabilities | 44,981,252 | 6,884,072 |
Loans payable, related parties, less current portion | 353,766 | 143,475 |
Long term debt, less current portion | 7,085,325 | 7,885,830 |
Leases payable, less current portion | 805,326 | 262,904 |
Earn-out liability, less current portion | 516,023 | 2,931,418 |
Total liabilities | 53,741,692 | 18,107,699 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 and 395,640 issued and outstanding as of December 31, 2021 and 2020, respectively | 33,912 | |
Common stock, $0.086 par value; 2,000,000,000 shares authorized and 10,956,109 and 4,241,028 issued and outstanding as of December 31, 2021 and 2020, respectively | 940,829 | 363,517 |
Common stock issuable; 0 shares and 23,341 shares as of December 31, 2021 and 2020, respectively | 340,000 | |
Additional paid-in capital | 26,451,187 | 11,559,239 |
Stock subscription receivable | (20,000,000) | |
Accumulated deficit | (33,458,145) | (12,359,680) |
Total stockholders’ equity (deficit) | (26,066,129) | (63,012) |
Total liabilities and stockholders’ deficit | $ 27,675,563 | $ 18,044,687 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.086 | $ 0.086 |
Preferred Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Preferred Stock, Shares Issued | 0 | 395,640 |
Preferred Stock, Shares Outstanding | 0 | 395,640 |
Common stock, at par value | $ 0.086 | $ 0.086 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 10,956,109 | 4,241,028 |
Common stock, shares outstanding | 10,956,109 | 4,241,028 |
Common stock issuable, shares | 0 | 23,341 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Commission income | $ 9,710,334 | $ 7,297,146 |
Total revenue | 9,710,334 | 7,297,146 |
Operating expenses | ||
Commission expense | 2,427,294 | 1,569,752 |
Salaries and wages | 4,672,988 | 3,654,284 |
General and administrative expenses | 3,589,221 | 4,205,797 |
Marketing and advertising | 325,838 | 168,778 |
Depreciation and amortization | 1,607,313 | 1,325,337 |
Total operating expenses | 12,622,654 | 10,923,948 |
Loss from operations | (2,912,320) | (3,626,802) |
Other expense, net | (533,337) | (563,287) |
Recognition and change in fair value of warrant commitment | (17,652,808) | |
Gain on extinguishment of debt | 508,700 | |
Total non-operating expenses | (18,186,145) | (54,587) |
Net loss | $ (21,098,465) | $ (3,681,389) |
Basic and diluted loss per share | $ (2.09) | $ (0.88) |
Weighted average number of shares outstanding | 10,097,052 | 4,183,625 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 33,912 | $ 352,743 | $ 822,116 | $ 8,216,829 | $ (8,678,291) | $ 747,309 | |
Balance, shares at Dec. 31, 2019 | 395,640 | 4,115,330 | 51,042 | ||||
Share based compensation | 1,304,401 | 1,304,401 | |||||
Shares issued due to conversion of debt | |||||||
Net loss | (3,681,389) | (3,681,389) | |||||
Shares issued pursuant to investment in NSURE, Inc. | $ 4,000 | 996,000 | 1,000,000 | ||||
Shares issued pursuant to investment in NSURE, Inc, shares | 46,667 | ||||||
Common stock issued due to Stock Purchase Agreement | $ 2,667 | 197,333 | 200,000 | ||||
Common stock issued due to Stock Purchase Agreement, shares | 31,111 | ||||||
Common stock issued due to Earnout Agreement | $ 1,875 | $ (300,000) | 298,125 | ||||
Common stock issued due to Earnout Agreement, shares | 21,875 | (21,875) | |||||
Common stock issuable related to UIS business acquisition | $ 1,538 | 198,462 | 200,000 | ||||
Common stock issuable related to UIS business acquisition, shares | 17,943 | ||||||
Shares issued upon termination of employee | $ 694 | 165,973 | 166,667 | ||||
Shares issued upon termination of employee, shares | 8,102 | ||||||
Common stock issuable reclassification | $ (182,116) | 182,116 | |||||
Common stock issuable reclassification, shares | (5,826) | ||||||
Balance at Dec. 31, 2020 | $ 33,912 | $ 363,517 | $ 340,000 | 11,559,239 | (12,359,680) | (63,012) | |
Balance, shares at Dec. 31, 2020 | 395,640 | 4,241,028 | 23,341 | ||||
Share based compensation | 658,077 | 658,077 | |||||
Shares issued for services | $ 1,290 | 89,760 | 91,050 | ||||
Beginning balance, shares | 15,000 | ||||||
Shares issued due to public offering, net of offering costs of $1,672,852 | $ 154,800 | 8,954,348 | 9,109,148 | ||||
Beginning balance, shares | 1,800,000 | ||||||
Over-allotment shares from offering, net of offering costs of $250,928 | $ 23,220 | 1,343,153 | 1,366,373 | ||||
Beginning balance, shares | 270,000 | ||||||
Warrants sold during public offering at quoted price | 20,700 | 20,700 | |||||
Shares issued due to conversion of preferred stock | $ (33,912) | $ 340,268 | (306,356) | ||||
Beginning balance, shares | (395,660) | 3,956,600 | |||||
Shares issued due to conversion of debt | $ 54,467 | 3,745,533 | 3,800,000 | ||||
Beginning balance, shares | 633,333 | ||||||
Rounding shares related to initial public offering | |||||||
Beginning balance, shares | 20 | 1,885 | (3) | ||||
Shares issued pursuant to software purchase | $ 1,983 | $ (340,000) | 338,017 | ||||
Beginning balance, shares | 23,338 | ||||||
Beginning balance, shares | (23,338) | ||||||
Shares issued pursuant to acquisition of Kush | $ 1,284 | 48,716 | 50,000 | ||||
Beginning balance, shares | 14,925 | ||||||
Stock subscriptions | (20,000,000) | (20,000,000) | |||||
Net loss | (21,098,465) | (21,098,465) | |||||
Balance at Dec. 31, 2021 | $ 940,829 | $ 26,451,187 | $ (20,000,000) | $ (33,458,145) | $ (26,066,129) | ||
Balance, shares at Dec. 31, 2021 | 10,956,109 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |
Payments of Stock Issuance Costs | $ 1,672,852 |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Payments of Stock Issuance Costs | $ 250,928 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (21,098,465) | $ (3,681,389) |
Adjustment to reconcile net income to net cash (used) provided by operating activities: | ||
Depreciation and amortization | 1,607,313 | 1,325,337 |
Amortization of debt issuance costs and accretion of debt discount | 22,822 | 22,887 |
Non-cash lease expense | 7,329 | 396 |
Extinguishment of PPP loan | (508,700) | |
Stock compensation expense | 749,127 | 1,471,068 |
Earn-out fair value and write-off adjustments | (359,470) | |
Recognition and change in fair value of warrant commitment | 17,652,808 | |
Change in operating assets and liabilities: | ||
Accounts payables and other accrued liabilities | (531,123) | 990,356 |
Accounts receivable | (162,234) | (150,445) |
Accounts receivable, related parties | (7,131) | 7,131 |
Note receivables | 3,825 | |
Other receivables | 1,952 | 6,332 |
Other payables | 19,000 | 54,150 |
Other non-current assets | (14,992) | 184 |
Prepaid expense and other current assets | (144,036) | (5,772) |
Net cash used in operating activities | (2,253,275) | (468,465) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (71,108) | |
Investment in NSURE, Inc. | (1,350,000) | |
Acquisition of business, net of cash acquired | (1,608,586) | (596,194) |
Purchase of intangibles | (619,666) | |
Net cash used in investing activities | (2,299,360) | (1,946,194) |
Cash flows from financing activities: | ||
Principal repayments of debt | (887,455) | (455,132) |
Proceeds from PPP loan | 673,700 | |
Principal repayments of PPP loan | (165,000) | |
Payments of earn-out liabilities | (452,236) | |
Proceeds from notes payable, related parties | 2,931 | |
Payment of notes payable | (515,685) | (242,371) |
Proceeds of notes payable, related parties | 1,441,458 | |
Issuance of common stock | 10,496,221 | 1,200,000 |
Net cash provided by financing activities | 8,643,776 | 2,452,655 |
Net increase in cash and restricted cash | 4,091,141 | 37,996 |
Cash and restricted cash at beginning of period | 529,581 | 491,585 |
Cash and restricted cash at end of period | 4,620,722 | 529,581 |
Supplemental disclosure of cash and non-cash investing and financing transactions: | ||
Conversion of preferred stock into common stock | 340,268 | |
Cash paid for interest | 456,482 | 80,826 |
Acquisition of lease asset and liability | 861,443 | 133,204 |
Conversion of debt into equity | 3,800,000 | |
Common stock issued pursuant to acquisition | 50,000 | 500,000 |
Common stock issued in lieu of services | 91,050 | |
Common stock issuable reclassification to additional paid-in capital | 182,116 | |
Unpaid deferred transaction costs | 2,146,700 | |
Stock Subscriptions | 20,000,000 | |
Issuance of common stock pursuant to the purchase of software | $ 340,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Reliance Global Group, Inc. (formerly known as Ethos Media Network, Inc.) (“RELI”, “Reliance”, or the “Company”) was incorporated in Florida on August 2, 2013. In September 2018, Reliance Global Holdings, LLC (“Reliance Holdings”, or “Parent Company”), a related party acquired control of the Company. Ethos Media Network, Inc. was then renamed on October 18, 2018. On August 17, 2020, the Company acquired UIS Agency, Inc. (“UIS”). UIS is an insurance agency and employee benefits provider (See Note 3). On May 1, 2021, the Company acquired J.P. Kush and Associates, Inc. (“Kush”), an independent healthcare insurance agency (See Note 3). |
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 Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounting of Reliance Global Group, Inc., and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Liquidity As of December 31, 2021, the Company’s reported cash and restricted cash aggregated balance was approximately $ 4,621,000 , current assets were approximately $ 7,982,000 , while current liabilities were approximately $ 44,981,000 . As of December 31, 2021, the Company had a working capital deficit of approximately $ 36,999,000 and a stockholders’ deficit of approximately $ 26,066,000 . For the year ended December 31, 2021, the Company reported a loss from operations of approximately $ 2,912,000 , a non-cash, non-operating measurement loss on the warrant commitment of approximately $ 17,653,000 , resulting in an overall net loss of approximately $ 21,098,000 . The Company reported negative cash flows from operations of approximately $ 2,253,000 . The Company completed a capital offering in February 2021 that raised net proceeds of approximately $ 10,496,000 and as noted in Note 13, subsequent to year end, the Company raised an additional $ 20,000,000 of capital through a securities purchase agreement with institutional investors. Management believes the company’s financial position and its ability to raise capital to be reasonable and sufficient, providing ample liquidity for the foreseeable future. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Cash Cash consists of checking accounts. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted Cash Restricted cash includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions. The reconciliation of cash and restricted cash reported within the applicable balance sheet accounts that sum to the total of cash and restricted cash presented in the statement of cash flows is as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW December 31, 2021 December 31, 2020 Cash $ 4,136,180 $ 45,213 Restricted cash 484,542 484,368 Total cash and restricted cash $ 4,620,722 $ 529,581 Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recognized over an asset’s estimated useful life using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Certain capitalized software has been reclassified in the consolidated balance sheet from property and equipment, net to intangibles, net and comparative periods have been adjusted accordingly. Maintenance and repairs are charged to expense as incurred. Estimated useful lives of the Company’s Property and Equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life (in years) Computer equipment 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. As of December 31, 2021 and 2020 respectively, the Company’s balance sheet includes certain financial instruments, including cash, notes receivables, accounts payable, and short and long-term debt. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying amounts of long-term debt approximate their fair value as the variable interest rates are based on a market index. The Company’s Warrant Commitment (see Note 13, Commitments and Contingencies using a binomial option pricing model. The significant inputs used in estimating the fair value of Warrant Commitment include fair value of the underlying stock, expected term, risk free interest rate, and expected volatility. The fair value of the Warrant Commitment at December 31, 2021 was $ 37,652,808 , estimated using the following inputs: SCHEDULE OF FAIR VALUE OF WARRANT COMMITMENT December 22, 2021 December 31, 2021 Stock price $ 4.23 $ 6.44 Volatility 90 % 90 % Expected term (years) 2 2 Dividend yield 0 % 0 % Risk free rate 1.10 % 1.10 % The following reconciles the warrant commitment for the year ended December 31, 2021: SCHEDULE OF RECONCILES WARRANT COMMITMENT 2021 Beginning balance $ - Initial recognition of warrant commitment 20,244,497 Unrealized loss 17,408,311 Ending balance $ 37,652,808 The Company’s contingent accrued earn-out business acquisition consideration liabilities are considered Level 3 fair value liability instruments requiring period fair value assessments. These contingent consideration liabilities were recorded at fair value on the acquisition date and are re-measured quarterly based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value of contingent consideration can result from changes in anticipated revenue levels and changes in assumed discount periods and rates. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3. As of December 31, 2021 and 2020 respectively, the earn-out liability account balance as reported in the consolidated balance sheets are $ 3,813,878 and $ 2,931,418 . At December 31, 2021 and 2020, the current portion of the earn-out liability was $ 3,297,855 and $ 0 , respectively, and the non-current earn out liability, net of current portion was $ 516,023 and $ 2,931,418 , respectively. In fair valuing these instruments, the income valuation approach is applied and the valuation inputs include the contingent payment arrangement terms, projected revenues and cash flows, rate of return, and probability assessments. Undiscounted remaining earn out payments are approximately $ 4,000,000 . For the Company’s earn-out liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the beginning and ending balances for each category therein, and gains or losses recognized during the years ended December 31, 2021 and 2020: SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE December 31, 2021 December 31, 2020 Beginning balance $ 2,931,418 $ 2,850,050 Acquisitions and Settlements: CCS Acquisition - 81,368 JP Kush Acquisition 1,694,166 - CCS Write-off (81,368 ) - Altruis partial settlement (452,236 ) - Acquisitions and settlements - - Remeasurement adjustments: Gains included in earnings * (278,102 ) - Ending balance $ 3,813,878 $ 2,931,418 * recorded as a reduction to general and administrative expenses Quantitative Information about Level 3 Fair Value Measurements Significant unobservable inputs used in the earn-out fair value measurements of the Company’s contingent consideration liabilities designated as Level 3 are as follows: SCHEDULE OF FAIR VALUE MEASUREMENTS December 31, 2021 December 31, 2020 Fair value $ 3,813,878 $ 2,931,418 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement Deferred Financing Costs The Company has recorded deferred financing costs as a result of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term of the related debt. As of December 31, 2021, and 2020, unamortized deferred financing costs were $ 134,528 , and $ 151,312 , respectively and are netted against the related debt. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, assets acquired, liabilities assumed, and consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration such as earn-outs, the Company records the contingent consideration at fair value at the acquisition date. The Company remeasures fair value as of each reporting date and changes resulting from events after the acquisition date, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings. Identifiable Intangible Assets, net Finite-lived intangible assets such as customer relationships assets, trademarks and tradenames are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from 3 20 Goodwill and other indefinite-lived intangibles The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is assigned to a reporting unit on the acquisition date and tested for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. Similarly, indefinite-lived intangible assets (if any) other than goodwill are tested annually or more frequently if indicated, for impairment. If impaired, intangible assets are written down to fair value based on the expected discounted cash flows. Financial Instruments The Company evaluates issued financial instruments for classification as either equity or liability based on an assessment of the financial instrument’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the financial instruments issued are freestanding pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and, if applicable whether the financial instruments meet all of the requirements for equity classification under ASC 815, including whether the financial instruments are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance and as of each subsequent reporting period end date while the financial instruments are outstanding. Financial instruments that are determined to be liabilities under ASC 480 or ASC 815 are held at their initial fair value and remeasured to fair value at each subsequent reporting date, with changes in fair value recorded as a non-operating, non-cash loss or gain, as applicable. The Company’s financial instruments consist of derivatives related to the warrants issued with the securities purchase agreement as discussed in Note 13, Warrant Commitment Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers The Company’s revenue is primarily comprised of agency commissions earned from health insurance carriers (the “Customer” or “Carrier”) related to insurance plans produced through brokering, producing and servicing agreements between insurance carriers and members. The Company defines a “Member” as an individual, family or entity currently covered or seeking insurance coverage. The Company focuses primarily on agency services for insurance products in the “Healthcare” and property and casualty, which includes auto (collectively “P&C”) space, with nominal activity in the life insurance and bond sectors. Healthcare includes plans for individuals and families, Medicare supplements, ancillary and small businesses. Consideration for all agency services typically is based on commissions calculated by applying contractual commission rates to policy premiums. For P&C, commission rates are applied to premiums due, whereas for healthcare, commission rates, including override commissions, are applied to monthly premiums received by the Carrier. The Company has two forms of billing practices, “Direct Bill” and “Agency Bill”. With Direct Bill, Carriers bill and collect policy premium payments directly from Members without any involvement from the Company. Commissions are paid to the Company by the Carrier in the following month. With Agency Bill, the Company bills Members premiums due and remits them to Carriers net of commission earned. The following outlines the core principles of ASC 606: Identification of the contract, or contracts, with a customer Identification of the performance obligations in the contract Determination of the transaction price Allocation of the transaction price to the performance obligations in the contract Recognition of revenue when, or as, the Company satisfies a performance obligation Healthcare revenue recognition: The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Carriers, to perform agency services that culminate in monthly premium cash collections by the Carrier. The performance obligation is satisfied through a combination of agency services including, marketing carrier’s insurance plans, soliciting Member applications, binding, executing and servicing insurance policies on a continuous basis throughout a policy’s life cycle which includes and culminates with the Customer’s collection of monthly premiums. No commission is earned if cash is not received by Carrier. Thus, commission revenue is earned only after a month’s cash receipts from Members’ dues is received by the Customer. Each month’s Carrier cash collections is considered a separate unit sold and transferred to the Customer i.e., the satisfaction of that month’s performance obligation. Transaction price is typically stated in a contract and usually based on a commission rate applied to Member premiums paid and received by Carrier. The Company generally continues to receive commission payments from Carriers until a Member’s plan is cancelled or the Company terminates its agency agreement with the Carrier. Upon termination, the Company normally will no longer receive any commissions from Carriers even on business still in place. In some instances, trailing commissions could occur which would be recognized similar to other Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary. Healthcare typically utilizes the Direct Bill method. The Company recognizes revenue at a point in time, when it satisfies its monthly performance obligation and control of the service transfers to the Customer. Transfer occurs when Member insurance premium cash payments are received by the Customer. The Customer’s receipt of cash is the culmination and complete satisfaction of the Company’s performance obligation, and the earnings process is complete. With Direct Bill, since the amount of monthly Customer cash receipts is unknown to the Company until the following month when notice is provided by Customer to Company, the Company accrues revenue at each period end. Any estimated revenue accrued and recognized at a period-end is trued up for financial reporting per actual revenue earned as provided by the Customer during the following month. P&C revenue recognition The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Customers, to perform agency services to solicit, receive proposals and bind insurance policies culminating with policy placement. Commission revenue is earned at the time of policy placement. Transaction price is typically stated in a contract and usually based on commission rates applied to Member premiums due. With one performance obligation, allocation of transaction price is normally not necessary. P&C utilizes both the Agency Bill and Direct Bill methods, depending on the Carrier. The Company recognizes revenue at a point in time when it satisfies its performance obligation and control of the service transfers to the Customer. Transfer occurs when the policy placement process is complete. With both Direct Bill and Agency Bill, the Company accrues commission revenue in the period policies are placed. With Agency Bill, payment is typically received from Members in the month earned, however with Direct Bill, payment is typically received from Carriers in the month subsequent to the commissions being earned. Other revenue policies: Insurance commissions earned from Carriers for life insurance products are recorded gross of amounts due to agents, with a corresponding commission expense for downstream agent commissions being recorded as commission expense within the consolidated statements of operations. When applicable, commission revenue is recognized net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage. The Company could earn additional revenue from contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue or profit targets established periodically by the Carriers (collectively, “Contingent Commissions”). Contingent Commissions are earned when the Company achieves targets established by Carriers. The Carriers notify the Company when it has achieved the target. The Company recognizes revenue for any Contingent Commissions at the time it is reasonably assured that a significant revenue reversal is not probable, which is generally when a Carrier notifies the Company that it is on track or has earned a Contingent Commission. The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Year ended December 30, 2021 Medical/Life Property and Casualty Total Regular EBS $ 799,474 $ - $ 799,474 USBA 60,129 - 60,129 CCS/UIS - 333,874 333,874 Montana 1,744,515 - 1,744,515 Fortman 1,173,215 958,521 2,131,736 Altruis 3,313,453 - 3,313,453 Kush 1,327,153 - 1,327,153 $ 8,417,939 $ 1,292,395 $ 9,710,334 Year ended December 30, 2020 Medical/Life Property and Casualty Total Regular EBS $ 796,434 $ - $ 796,434 USBA 207,056 - 207,056 CCS/UIS - 271,459 271,459 Montana 1,497,045 - 1,497,045 Fortman 1,196,375 942,967 2,139,342 Altruis 2,385,810 - 2,385,810 $ 6,082,720 $ 1,214,426 $ 7,297,146 General and Administrative General and administrative expenses primarily consist of personnel costs for the Company’s administrative functions, professional service fees, office rent, all employee travel expenses, and other general costs. Marketing and Advertising The Company’s direct channel expenses primarily consist of costs for e-mail marketing and newspaper advertisements. The Company’s online advertising channel expense primarily consist of social media ads. Advertising costs for both direct and online channels are expensed as incurred. Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, based on the terms of the awards. The fair value of the stock-based payments to nonemployees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. As the Reliance Global Group, Inc. Equity Incentive Plan 2019 was adopted in January of 2019, the Company lacks the historical basis to estimate forfeitures and will recognize forfeitures as they occur. Leases The Company recognizes leases in accordance with Accounting Standards Codification Topic 842, “Leases” (“ASC 842” or “ASU 2016-12”). This standard provides enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases are recognized as a single lease expense, generally on a straight-line basis. The Company is the lessee in a contract when the Company obtains the right to use an asset. We currently lease real estate and office space under non-cancelable operating lease agreements. When applicable, consideration in a contract is allocated between lease and non-lease components. Lease payments are discounted using the implicit discount rate in the lease. If the implicit discount rate for the lease cannot be readily determined, the Company uses an estimate of its incremental borrowing rate. The Company did not have any contracts accounted for as finance leases as of December 31, 2021, or 2020. Operating leases are included in the line items right-of-use assets, current portion of leases payable, and leases payable, less current portion in the consolidated balance sheets. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations. The Company determines a lease’s term by agreement with lessor and includes lease extension options and variable lease payments when option and/or variable payments are reasonably certain of being exercised or paid. Income Taxes The Company recognizes deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. In evaluating its ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including the expected reversals of taxable temporary differences, projected future taxable income, taxable income available via carryback to prior years, tax planning strategies, and results of recent operations. The Company assesses the realizability of its deferred tax assets, including scheduling the reversal of its deferred tax assets and liabilities, to determine the amount of valuation allowance needed. Scheduling the reversal of deferred tax asset and liability balances requires judgment and estimation. The Company believes the deferred tax liabilities relied upon as future taxable income in its assessment will reverse in the same period and jurisdiction and are of the same character as the temporary differences giving rise to the deferred tax assets that will be realized. Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in the fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage. The majority of the Company’s individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. Prior Period Adjustments The Company identified certain immaterial adjustments impacting the prior reporting period. Specifically, the Company identified adjustments to correct certain asset, liability and equity accounts in relation to historical purchase price allocation accounting, adjustments to true up accounts receivable and retained earnings for certain historical accrued revenues and true up the common stock issuable account. The Company has also separately reclassified its purchase software from property, plant and equipment to intangible assets to conform to the 2021 presentation in the amount of $ 296,783 The Company assessed the materiality of the adjustments to prior period financial statements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. (SAB) 99, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Accounting Changes and Error Corrections Accordingly, the Company’s comparative consolidated financial statements and impacted notes have been revised from amounts previously reported to reflect these adjustments. The following table illustrates the impact on previously reported amounts and adjusted balances presented in the consolidated financial statements for the year ended December 31, 2021. SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION Account 12/31/2020 Adjustment 12/31/2020 Accounts receivable $ 236,651 $ 625,946 $ 862,597 Goodwill $ 9,265,070 $ (503,345 ) $ 8,761,725 Earn-out liability $ 2,631,418 $ 300,000 $ 2,931,418 Common stock issuable $ 822,116 $ (482,116 ) $ 340,000 Additional paid-in capital $ 11,377,123 $ 182,116 $ 11,559,239 Accumulated deficit $ (12,482,281 ) $ 122,601 $ (12,359,680 ) Commission income $ 7,279,530 $ 17,616 $ 7,297,146 Accumulated Deficit-Closing balance as of December 31, 2019 $ (8,783,276 ) $ 104,986 $ (8,678,290 ) Total assets $ 17,922,086 $ 122,601 $ 18,044,687 Total liabilities $ 17,807,699 $ 300,000 $ 18,107,699 Total stockholder’s equity (deficit) $ 114,387 $ (177,399 ) $ (63,012 ) Total liabilities and stockholder’s equity $ 17,922,086 $ 122,601 $ 18,044,687 Total revenue $ 7,279,530 $ 17,616 $ 7,297,146 Net loss $ (3,699,005 ) $ 17,616 $ (3,681,389 ) EPS $ (0.88 ) $ 0.00 $ (0.88 ) Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments—Credit Losses. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019. On November 15, 2019, the FASB delayed the effective date of FASB ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition. The Company does not currently believe the adoption of this standard will have a significant impact on its financial statements, given its history of minimal bad debt expense relating to trade accounts receivable. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions to the general principles in Topic 740 and simplifies other areas of the existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this pronouncement January 1, 2021 which did not have a material effect on the consolidated financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for fiscal years beginning after December 15, 2021. The Company adopted ASU 2020-06 on January 1, 2022, which did not have a material impact on the consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends ASC 805 to require an acquirer to, at the date of acquisition, recognize and measure contract assets and contract liabilities acquired in accordance with ASU 2014-9, Revenue from Contracts with Customers (Topic 606) as if the entity had originated the contracts. The guidance is effective for fiscal years beginning after December 15, 2022 |
STRATEGIC INVESTMENTS AND BUSIN
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS | NOTE 3. STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS To date, we have acquired eight insurance brokerages (see table below), including both acquisitions of affiliated companies ( i.e. Acquired Date Location Line of Business Status U.S. Benefits Alliance, LLC (USBA) October 24, 2018 Michigan Health Insurance Affiliated Employee Benefit Solutions, LLC (EBS) October 24, 2018 Michigan Health Insurance Affiliated Commercial Solutions of Insurance Agency, LLC (CCS or Commercial Solutions) December 1, 2018 New Jersey P&C – Trucking Industry Unaffiliated Southwestern Montana Insurance Center, Inc. (Southwestern Montana or Montana) April 1, 2019 Montana Group Health Insurance Unaffiliated Fortman Insurance Agency, LLC (Fortman or Fortman Insurance) May 1, 2019 Ohio P&C Unaffiliated Altruis Benefits Consultants, Inc. (Altruis) September 1, 2019 Michigan Health Insurance Unaffiliated UIS Agency, LLC (UIS) August 17, 2020 New York Health Insurance Unaffiliated J.P. Kush and Associates, Inc. (Kush) May 1, 2021 Michigan Health Insurance Unaffiliated The following table lists our activity in 2021 by number of agents, approximate policies issued, and revenue written: SUMMARY OF BUSINESS ACQUIRED AND REVENUE RECOGNIZED Agency Name Number of Agents Number of Policies issued Aggregate Revenue Recognized December 31, 2021 USBA and EBS 4 3,773 $ 859,603 UIS Agency, LLC / Commercial Solutions 1 149 $ 333,874 Southwestern Montana 11 2,423 $ 1,744,515 Fortman Insurance 14 7,397 $ 2,131,736 Altruis 13 9,851 $ 3,313,453 Kush 4 4,500 $ 1,327,153 The following table lists our activity in 2020 by number of agents, approximate policies issued, and revenue written: Agency Name Number of Agents Number of Policies issued Aggregate Revenue Recognized USBA and EBS 5 4,930 $ 1,003,490 UIS Agency, LLC / Commercial Solutions 3 217 $ 271,459 Southwestern Montana 14 2,000 $ 1,497,045 Fortman Insurance 15 8,000 $ 2,139,342 Altruis 15 7,809 $ 2,385,810 UIS Transaction On August 17, 2020, the Company entered into a Stock Purchase Agreement with UIS Agency LLC (“UIS”) whereby the Company shall purchase the business and certain assets noted within the Purchase Agreement (the “UIS Acquisition”) for a total purchase price of $ 883,334 601,696 200,000 500,000 450,000 0 The UIS Acquisition was accounted for as a business combination in accordance with the acquisition method under the guidance in ASC 805-10 and 805-20. Accordingly, the total purchase consideration was allocated to intangible assets acquired based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The allocation of the purchase price in connection with the UIS Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Cash $ 5,772 Trade name and trademarks 35,600 5 Customer relationships 100,000 10 Non-competition agreements 25,500 5 Goodwill 716,462 Indefinite $ 883,334 Goodwill of $ 716,462 33,344 337,000 J.P. Kush and Associates, Inc. Transaction On May 1, 2021, the Company entered into a Purchase Agreement with J.P. Kush and Associates, Inc. whereby the Company shall purchase the business and certain assets noted within the Purchase Agreement (the “Kush Acquisition”) for a total purchase price of $ 3,644,166 1,900,000 50,000 1,689,733 The Kush Acquisition was accounted for as a business combination in accordance with the acquisition method under the guidance in ASC 805-10 and 805-20. Accordingly, the total purchase consideration was allocated to intangible assets acquired based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The allocation of the purchase price in connection with the Kush Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Accounts receivable $ 291,414 Trade name and trademarks 685,400 5 Customer relationships 551,000 10 Non-competition agreements 827,800 5 Goodwill 1,288,552 Indefinite $ 3,644,166 Goodwill of $ 1,288,552 58,092 500,000 219,097 1,141,047 500,000 |
INVESTMENT IN NSURE, INC
INVESTMENT IN NSURE, INC | 12 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT IN NSURE, INC | NOTE 4. INVESTMENT IN NSURE, INC On February 19, 2020, the Company entered into a securities purchase agreement with NSURE, Inc. (“NSURE”) whereas the Company may invest up to an aggregate of $ 20,000,000 5,837,462 35 1,000,000 291,873 3,000,000 16,000,000 200,000 58,375 100,000 50,000 43,781 1,350,000 On February 10, 2020, the Company issued 46,667 1,000,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENTS December 31, December 31, Computer equipment $ 72,110 $ 33,774 Office equipment and furniture 36,157 36,573 Leasehold Improvements 89,819 56,631 Property and equipment 198,086 126,978 Less: Accumulated depreciation (67,727 ) (47,815 ) Property and equipment, net $ 130,359 $ 79,163 Depreciation expense associated with property and equipment, as adjusted to reclassify certain software assets to intangibles, is included within depreciation and amortization in the Company’s consolidated statements of operations and is, $ 19,912 23,484 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS Effective January 1, 2020 the Company reorganized its reporting structure into a single operating unit. All of the acquisitions made by the Company are in one industry insurance agencies. These agencies operate in a very similar economic and regulatory environment. The Company has one executive who is responsible for the operations of the insurance agencies. This executive reports directly to the Chief Financial Officer (“CFO”) on a quarterly basis. Additionally, the CFO who is responsible for the strategic direction of the Company reviews the operations of the collective insurance agency business as opposed to an office by office view. In accordance with guidance in ASC 350-20-35-45, all the Company’s goodwill will be reassigned to a single reporting unit. For the year ended December 31, 2021 the Company assessed goodwill in accordance with ASC 350-20-35-3, analyzing the relevant qualitative factors. The Company noted that it was not more likely than not that the fair value of the reporting unit is less than its carrying amount, thus determining that the two step goodwill impairment test was not required. Pursuant to the qualitative assessment, the Company concluded that goodwill was not impaired as of December 31, 2021. The following table rolls forward the Company’s goodwill balance for the periods ending December 31, 2021 and 2020. As discussed in Note 2 - Prior Period Adjustments, a $ (503,345) 8,548,608 8,045,263 SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2019 $ 8,045,263 Goodwill recognized in connection with UIS acquisition on August 17, 2020 $ 716,462 December 31, 2020 $ 8,761,725 Goodwill recognized in connection with Kush acquisition on May 1, 2021 $ 1,288,552 December 31, 2021 $ 10,050,277 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2021: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 3.5 $ 1,777,475 $ (609,822 ) $ 1,167,653 Internally developed software 4.7 595,351 (28,443 ) 566,908 Customer relationships 7.7 4,237,290 (1,048,726 ) 3,188,564 Purchased software 0.6 562,327 (452,985 ) 109,342 Video Production Assets 1.0 20,000 - 20,000 Non-competition agreements 2.9 3,504,809 (1,478,376 ) 2,026,433 $ 10,697,252 $ (3,618,352 ) $ 7,078,900 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2020: Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 2.6 $ 1,087,760 $ (307,163 ) $ 780,597 Customer relationships 7.6 3,686,290 (623,649 ) 3,062,641 Purchased software 1.6 562,327 (265,543 ) 296,784 Non-competition agreements 2.6 2,677,010 (834,598 ) 1,842,412 $ 8,013,387 $ (2,030,953 ) $ 5,982,434 Amortization expense, as adjusted for certain software reclassifications is, $ 1,587,401 1,296,475 The following table reflects expected amortization expense as of December 31, 2021, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2022 $ 1,725,031 2023 1,586,574 2024 1,217,290 2025 853,046 2026 604,639 Thereafter 1,092,320 Total $ 7,078,900 |
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 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Significant components of accounts payable and accrued liabilities were as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, December 31, Accounts payable, $ 547,117 $ 980,943 Accrued expenses 2,170,215 35,022 Accrued credit card payables 36,103 119,896 Other accrued liabilities 5,725 7,721 Accounts payable and other accrued liabilities $ 2,759,160 $ 1,143,582 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 8. LONG-TERM DEBT The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT December 31, December 31, Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 14,606 19,044 $ 485,317 $ 542,760 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 14,606 16,825 $ 485,317 $ 542,760 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, net of deferred financing costs of $ 17,626 20,181 785,826 877,550 Oak Street Funding LLC Term Loan for the acquisition of SWMT, net of deferred financing costs of $ 11,027 13,080 884,720 979,966 Oak Street Funding LLC Term Loan for the acquisition of FIS, net of deferred financing costs of $ 42,660 47,023 2,226,628 2,465,410 Oak Street Funding LLC Term Loan for the acquisition of ABC, net of deferred financing costs of $ 48,609 54,203 3,616,754 3,983,594 7,999,245 8,849,280 Less: current portion (913,920 ) (963,450 ) Long-term debt $ 7,085,325 $ 7,885,830 Oak Street Funding LLC – Term Loans and Credit Facilities During the year ended December 31, 2018 the Company entered into two debt agreements with Oak Street Funding LLC. On August 1, 2018, EBS and USBA entered into a Credit Agreement with Oak Street Funding LLC (“Oak Street”) whereby EBS and USBA borrowed $ 750,000 Interest accrues at 5.00 22,188 1,025,000 The borrowing rate under the Facility is a variable rate equal to Prime + 1.50 10 25,506 During the year ended December 31, 2019 the Company entered in Credit Agreements with Oak Street on April 1, 2019, May 1, 2019 and September 5, 2019 whereby the Company borrowed a total amount of $ 7,912,000 The borrowing rates under the Facility is a variable rate equal to Prime + 2.00 10 181,125 SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM OBLIGATIONS Fiscal year ending December 31, Maturities of 2021 $ 913,919 2022 963,584 2023 1,015,030 2024 1,071,119 2025 1,129,340 Thereafter 3,040,781 Total 8,133,773 Less debt issuance costs (134,528 ) Total $ 7,999,245 Loans Payable Paycheck Protection Program On April 4, 2020, the Company entered into a loan agreement with First Financial Bank for a loan of $ 673,700 Under the terms of the PPP, up to the entire amount of principal and accrued interest may be forgiven to the extent loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP. The Company used the entire loan amount for designated qualifying expenses and applied for forgiveness in accordance with the terms of the PPP. two years 1.00 37,913 th 165,000 508,700 |
SIGNIFICANT CUSTOMERS
SIGNIFICANT CUSTOMERS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT CUSTOMERS | NOTE 9. SIGNIFICANT CUSTOMERS Carriers representing 10 SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier December 31, December 31, BlueCross BlueShield 19 % 25.1 % Priority Health 28 % 25.5 % No other single insurance carrier accounted for more than 10 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 10. EQUITY Preferred Stock The Company has been authorized to issue 750,000,000 0.086 Each share of Series A Convertible Preferred Stock shall have ten (10) votes per share and may be converted into ten (10) shares of $ 0.086 On February 11, 2021, Reliance Global Holdings, LLC, a related party, converted 394,493 3,944,930 On November 5, 2021, Reliance Global Holdings, LLC, a related party, converted 1,167 11,670 As of December 31, 2021 and 2020, there were 0 395,640 Common Stock The Company has been authorized to issue 2,000,000,000 0.086 On January 21, 2021 pursuant to authority granted by the Board of Directors of the Company, the Company implemented a 1-for-85.71 reverse split In February 2021, The Company issued 23,338 340,000 In February 2021, the Company issued 2,070,000 12,420,000 In February 2021, Reliance Global Holdings, LLC, a related party, converted $ 3,800,000 633,333 6.00 633,333 In March 2021, the Company issued 15,000 91,050 In May 2021, the Company issued 14,925 shares of common stock pursuant to the acquisition of the Kush Acquisition, valued at $ 50,000 As of December 31, 2021 and December 31, 2020, there were 10,956,109 4,241,028 Stock Options During the year ended December 31, 2019, the Company adopted the Reliance Global Group, Inc. 2019 Equity Incentive Plan (the “Plan”) under which options exercisable for shares of common stock have been or may be granted to employees, directors, consultants, and service providers. A total of 700,000 163,913 The Plan is administered by the Board of Directors (the “Board”). The Board is authorized to select from among eligible employees, directors, and service providers those individuals to whom options are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. The Board is also authorized to prescribe, amend, and rescind terms relating to options granted under the Plan. Generally, the interpretation and construction of any provision of the Plan or any options granted hereunder is within the discretion of the Board. The Plan provides that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees, non-employee directors, consultants, and service providers are eligible to receive options which are not ISOs, i.e. “Non-Statutory Stock Options.” The options granted by the Board in connection with its adoption of the Plan were Non-Statutory Stock Options. The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services provided, whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option. The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plan for the years ended December 31, 2021 and 2020 respectively: SCHEDULE OF THE STOCK OPTIONS GRANTED, FORFEITED OR EXPIRED Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 233,917 $ 15.43 3.63 $ - Granted - - - Forfeited or expired (70,004 ) 14.57 2.68 - Exercised - - - - Outstanding at December 31, 2021 163,913 $ 15.50 2.61 - Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2019 229,833 $ 15.43 3.87 $ 2,995,640 Granted 27,417 30.86 4.28 - Forfeited or expired (23,333 ) 33.43 4.23 - Exercised - - - - Outstanding at December 31, 2020 233,917 $ 15.43 3.63 - The following is a summary of the Company’s non-vested stock options as of December 31, 2021 and 2020 respectively: SCHEDULE OF NON - VESTED STOCK OPTIONS Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2020 159,542 $ 13.39 2.53 Granted - - - Vested (49,732 ) 13.76 0.82 Forfeited or expired (56,007 ) 14.57 2.68 Non-vested at December 31, 2021 53,803 $ 15.14 0.90 Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2019 212,333 $ 15.43 4.30 Granted 27,417 30.86 4.28 Vested (56,875 ) 13.39 2.53 Forfeited or expired (23,333 ) 33.43 4.23 Non-vested at December 31, 2020 159,542 $ 13.39 2.53 For the period ended December 31, 2021, the Board did not approve any options to be issued pursuant to the Plan. During the year ended December 31, 2020, the Board approved options to be issued pursuant to the Plan to a certain employee totaling 23,333 4,083 5 years 4 During the years ended December 31, 2021 and 2020, various employee terminations occurred resulting in option forfeitures of 70,004 23,333 As of December 31, 2021, the Company determined that the options granted had a total fair value of $ 2,541,360 576,160 195,746 The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on December 31, 2021. The market value as of December 31, 2021 was $ 6.44 As of December 31, 2020 the Company determined that the options granted had a total fair value of $ 3,386,156 . During the year ended December 31, 2020, the Company recognized $ 1,304,401 of compensation expense relating to the stock options granted to employees, directors, service providers and consultants. As of December 31, 2020, unrecognized compensation expense totaled $ 1,034,381 . The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on December 31, 2020. The market values as of December 31, 2020 was $ 6.43 The Company estimated the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-pricing models require the Company to make predictive assumptions regarding future stock price volatility, recipient exercise behavior, and dividend yield. The Company estimated the future stock price volatility using the historical volatility over the expected term of the option. The expected term of the options was computed by taking the mid-point between the vesting date and expiration date. The following assumptions were used in the Black-Scholes option-pricing model, not accounting for the Reverse Split: SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Year Ended December 31, 2021 Year Ended December 31, 2020 Exercise price $ 0.16 0.26 $ 0.16 0.39 Expected term 3.25 3.75 3.25 3.75 Risk-free interest rate 0.38 2.43 % 0.26 2.43 % Estimated volatility 293.07 517.13 % 293.07 517.13 % Expected dividend - - Option price at valuation date $ 0.12 - $ 0.27 $ 0.12 - $ 0.31 Warrants As a part of the Company’s offering, the Company issued 2,070,000 The warrants were recorded at a value per the offering of $ 0.01 6.00 See Note 13 for warrant commitments. Equity-based Compensation In 2021, three employees received a signing bonus of shares of the Company’s common stock to be issued after the completion of a service period ranging from one to three years of service. The shares granted in 2021 were valued at $ 110,240 81,917 Total stock compensation expense for the year ended December 31, 2021 and 2020 was $ 749,127 1,471,068 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 11. EARNINGS (LOSS) PER SHARE Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding. If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS. Accordingly, the outstanding Series A Convertible Preferred Stock is considered anti-dilutive in which 0 395,640 10 for 1 basis 163,913 233,917 The calculations of basic and diluted EPS, are as follows: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS December 31, December 31, Basic and diluted loss per common share: Net loss $ (21,098,465 ) $ (3,681,389 ) Basic and diluted weighted average shares outstanding 10,097,052 4,183,625 Basic and diluted loss per common share: $ (2.09 ) $ (0.88 ) |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | NOTE 12. LEASES Operating Leases ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease, initially measured at the present value of the lease payments. The Company’s leases consist of operating leases on buildings and office space. In accordance with ASU 2016-02, right-of-use assets are amortized over the life of the underlying leases. Lease expense for the years ended December 31, 2021 and 2020 was $ 307,773 239,746 5.28 5.83 Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Year ending December 31, Operating Lease 2022 $ 330,737 2023 256,267 2024 172,690 2025 112,923 2026 113,736 Thereafter 268,196 Total undiscounted operating lease payments 1,254,549 Less: Imputed interest (173,214 ) Present value of operating lease liabilities $ 1,081,335 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13. COMMITMENTS AND CONTINGENCIES Legal Contingencies The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, no legal contingencies are accrued as of December 31, 2021 and 2020. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time have been, subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future. Earn-out liabilities The Company has recognized a number of earn-out liabilities resulting from contingent consideration provisions included in business combination agreements. Earn-out consideration is normally earned by acquirees when they meet or exceed pre-agreed upon earnings targets. The following outlines changes to the Company’s earn-out liability balances inclusive of accumulated accretion for the respective years ended December 31, 2021 and 2020: SCHEDULE OF EARN-OUT LIABILITY CCS Fortman Montana Altruis Kush Total Ending balance December 31, 2020 $ 81,368 $ 432,655 $ 522,553 $ 1,894,842 $ - $ 2,931,418 Changes due to business combinations - - - - 1,694,166 1,694,166 Changes due to payments - - - (452,236 ) - (452,236 ) Changes due to fair value adjustments - 82,653 93,416 (449,738 ) (4,433 ) (278,102 ) Changes due to write-offs (81,368 ) - - - - (81,368 ) Ending balance December 31, 2021 $ - $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ 3,813,878 CCS Fortman Montana Altruis Kush Total Ending balance December 31, 2019 $ - $ 432,655 $ 522,553 $ 1,894,842 $ - $ 2,850,050 Changes due to business combinations 81,368 - - - - 81,368 Changes due to payments - - - - - - Changes due to fair value adjustments - - - - - - Changes due to write-offs - - - - - - Ending balance December 31, 2020 $ 81,368 $ 432,655 $ 522,553 $ 1,894,842 $ - $ 2,931,418 COVID-19 pandemic contingencies The spread of the coronavirus (COVID-19) outbreak in the United States has resulted in economic uncertainties which may negatively impact the Company’s business operations. While the disruption is expected to be temporary, there is uncertainty surrounding the duration and extent of the impact. The impact of the coronavirus outbreak on the financial statements cannot be reasonably estimated at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel and other matters affecting the general work environment could harm our business and our business strategy. While we do not anticipate any material impact to our business operations as a result of the coronavirus, in the event of a major disruption caused by the outbreak of pandemic diseases such as coronavirus, we may lose the services of our employees or experience system interruptions, which could lead to diminishment of our business operations. Any of the foregoing could harm our business and delay the implementation of our business strategy and we cannot anticipate all the ways in which the current global health crisis and financial market conditions could adversely impact our business. Management is actively monitoring the global situation on its financial condition, liquidity, operations, industry and workforce. Warrant Commitment On December 22, 2021 the Company entered into a securities purchase agreement with several institutional buyers for the purchase and sale of (i) warrants to purchase an aggregate of up to 9,779,952 0.086 4.09 2,670,892 9,076 0.086 1,000 2,219,084 4.09 20,000,000 Subsequent Events, By entering into the Private Placement on December 22, 2021, the Company entered into a commitment to issue the Common Shares, Preferred Shares and Series B Warrants on the Initial Closing Date for a fixed price and exercise price, as applicable. The commitment to issue Series B Warrants (the “Warrant Commitment”) represents a derivative financial instrument, other than an outstanding share, that, at inception, has both of the following characteristics: (i) embodies a conditional obligation indexed to the Company’s equity shares and (ii) may require the Company to settle the obligation by transferring assets. Under ASC 480, Distinguishing Liabilities from Equity, it is required to be initially measured and subsequently remeasured, at fair value as an asset or liability with changes in fair value recognized in earnings. The company classified the commitment to issue the warrants as a derivative liability because it represents a written option that does not qualify for equity accounting. An option pricing model was utilized to calculate the fair value of the Warrant Commitment. The Company recorded $ 17,652,808 of non-operating unrealized losses within the recognition and change in fair value of warrant commitment account on the consolidated statement of operations for the year ended December 31, 2021, related to initial recognition of the Warrant Commitment and subsequent changes in its fair value through December 31, 2021. A corresponding liability of $ 37,652,808 was recognized in the warrant commitment account on the Company’s consolidated balance sheet as of December 31, 2021. The Company recorded a subscription receivable for $ 20,000,000 , equal to the gross proceeds from sale of the Common Shares and Preferred Shares, as an offset to equity within the consolidated balance sheet as of December 31, 2021. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14. INCOME TAXES The difference between the actual income tax rate versus the tax computed at the Federal Statutory rate follows: SCHEDULE OF ACTUAL INCOME TAX RATE December 31, December 31, Federal rate 21.0 % 21.0 % State net of federal 0.3 % 2.5 % PPP loan forgiveness 0.0 % 2.9 % Non-deductible acquired intangible assets 0.0 % 15.0 % Return to provision (0.1 )% 0.0 % Rate Change 0.4 % 0.0 % Valuation allowance (21.6 )% (41.4 )% Effective income tax rate 0.0 % 0.0 % The Company did not have any material uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued related to unrecognized benefits as a component income tax expense (benefit). The Company did not recognize any interest or penalties, nor did it have any interest or penalties accrued as of December 31, 2021 and 2020. Deferred income tax assets and (liabilities) consist of the following: SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES December 31, December 31, Deferred tax assets (liabilities) Net operating loss carryforward $ 1,900,194 $ 1,415,227 Stock based compensation 725,546 540,086 Goodwill (199,086 ) (52,783 ) Intangibles 459,441 225,434 Fixed assets (56,691 ) (37,976 ) Right of use assets (333,347 ) (99,560 ) Lease liabilities 337,671 101,000 Other 1,336 753 Total deferred tax assets 2,835,065 2,092,181 Valuation allowance (2,835,065 ) (2,092,181 ) Net deferred tax assets $ - $ - The Company has approximately $ 8,403,000 Federal Net Operating Loss Carry forwards, of which $1.3 million will begin to expire beginning 2031 $7.1 million will not expire but are limited to use of 80% of current year taxable income The Company has approximately $ 2,722,000 Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but we have not analyzed it at this time as the deferred tax asset is fully reserved. On March 27, 2020, the US government signed the Coronavirus Aid, Relief and Economic Security (CARES) Act into law, a $2 trillion relief package to provide support to individuals, businesses and government organizations during the COVID-19 pandemic During the year ended December 31, 2021 and 2020, the valuation allowance increased $ 742,884 1,533,006 The tax periods ending December 31, 2018, 2019 and 2020 are open for examination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15. RELATED PARTY TRANSACTIONS The Company entered into a Loan Agreement with Reliance Global Holdings, LLC, a related party under common control. There is no term to the loan, and it bears no interest. Repayment will be made as the Company has business cash flows. The proceeds from the various loans were utilized to fund the acquisitions of USBA, EBS, CCS, SWMT Acquisition, Fortman , Altruis, and UIS. As of December 31, 2021, and the 2020 the related party loan payable was $ 353,766 4,666,520 At December 31, 2021 and 2020, Reliance Holdings owned approximately 33 26 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16. SUBSEQUENT EVENTS On January 5, 2022, pursuant to the securities purchase agreement dated December 22, 2021, the Private Placement was closed. The Private Placement resulted in aggregate gross proceeds to the Company of approximately $ 20,000,000 five years 244,539 4.09 On January 10, 2022 the Company completed the acquisition of Medigap Health Insurance Company (“Medigap”) in an asset purchase transaction. Medigap is an insurance brokerage company headquartered in Florida, specializing in Medicare supplement insurance. Total consideration for Medigap was approximately $ 22,900,000, |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounting of Reliance Global Group, Inc., and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Liquidity | Liquidity As of December 31, 2021, the Company’s reported cash and restricted cash aggregated balance was approximately $ 4,621,000 , current assets were approximately $ 7,982,000 , while current liabilities were approximately $ 44,981,000 . As of December 31, 2021, the Company had a working capital deficit of approximately $ 36,999,000 and a stockholders’ deficit of approximately $ 26,066,000 . For the year ended December 31, 2021, the Company reported a loss from operations of approximately $ 2,912,000 , a non-cash, non-operating measurement loss on the warrant commitment of approximately $ 17,653,000 , resulting in an overall net loss of approximately $ 21,098,000 . The Company reported negative cash flows from operations of approximately $ 2,253,000 . The Company completed a capital offering in February 2021 that raised net proceeds of approximately $ 10,496,000 and as noted in Note 13, subsequent to year end, the Company raised an additional $ 20,000,000 of capital through a securities purchase agreement with institutional investors. Management believes the company’s financial position and its ability to raise capital to be reasonable and sufficient, providing ample liquidity for the foreseeable future. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Cash | Cash Cash consists of checking accounts. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions. The reconciliation of cash and restricted cash reported within the applicable balance sheet accounts that sum to the total of cash and restricted cash presented in the statement of cash flows is as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW December 31, 2021 December 31, 2020 Cash $ 4,136,180 $ 45,213 Restricted cash 484,542 484,368 Total cash and restricted cash $ 4,620,722 $ 529,581 |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recognized over an asset’s estimated useful life using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Certain capitalized software has been reclassified in the consolidated balance sheet from property and equipment, net to intangibles, net and comparative periods have been adjusted accordingly. Maintenance and repairs are charged to expense as incurred. Estimated useful lives of the Company’s Property and Equipment are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life (in years) Computer equipment 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. As of December 31, 2021 and 2020 respectively, the Company’s balance sheet includes certain financial instruments, including cash, notes receivables, accounts payable, and short and long-term debt. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying amounts of long-term debt approximate their fair value as the variable interest rates are based on a market index. The Company’s Warrant Commitment (see Note 13, Commitments and Contingencies using a binomial option pricing model. The significant inputs used in estimating the fair value of Warrant Commitment include fair value of the underlying stock, expected term, risk free interest rate, and expected volatility. The fair value of the Warrant Commitment at December 31, 2021 was $ 37,652,808 , estimated using the following inputs: SCHEDULE OF FAIR VALUE OF WARRANT COMMITMENT December 22, 2021 December 31, 2021 Stock price $ 4.23 $ 6.44 Volatility 90 % 90 % Expected term (years) 2 2 Dividend yield 0 % 0 % Risk free rate 1.10 % 1.10 % The following reconciles the warrant commitment for the year ended December 31, 2021: SCHEDULE OF RECONCILES WARRANT COMMITMENT 2021 Beginning balance $ - Initial recognition of warrant commitment 20,244,497 Unrealized loss 17,408,311 Ending balance $ 37,652,808 The Company’s contingent accrued earn-out business acquisition consideration liabilities are considered Level 3 fair value liability instruments requiring period fair value assessments. These contingent consideration liabilities were recorded at fair value on the acquisition date and are re-measured quarterly based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value of contingent consideration can result from changes in anticipated revenue levels and changes in assumed discount periods and rates. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3. As of December 31, 2021 and 2020 respectively, the earn-out liability account balance as reported in the consolidated balance sheets are $ 3,813,878 and $ 2,931,418 . At December 31, 2021 and 2020, the current portion of the earn-out liability was $ 3,297,855 and $ 0 , respectively, and the non-current earn out liability, net of current portion was $ 516,023 and $ 2,931,418 , respectively. In fair valuing these instruments, the income valuation approach is applied and the valuation inputs include the contingent payment arrangement terms, projected revenues and cash flows, rate of return, and probability assessments. Undiscounted remaining earn out payments are approximately $ 4,000,000 . For the Company’s earn-out liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), the following table provides a reconciliation of the beginning and ending balances for each category therein, and gains or losses recognized during the years ended December 31, 2021 and 2020: SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE December 31, 2021 December 31, 2020 Beginning balance $ 2,931,418 $ 2,850,050 Acquisitions and Settlements: CCS Acquisition - 81,368 JP Kush Acquisition 1,694,166 - CCS Write-off (81,368 ) - Altruis partial settlement (452,236 ) - Acquisitions and settlements - - Remeasurement adjustments: Gains included in earnings * (278,102 ) - Ending balance $ 3,813,878 $ 2,931,418 * recorded as a reduction to general and administrative expenses |
Quantitative Information about Level 3 Fair Value Measurements | Quantitative Information about Level 3 Fair Value Measurements Significant unobservable inputs used in the earn-out fair value measurements of the Company’s contingent consideration liabilities designated as Level 3 are as follows: SCHEDULE OF FAIR VALUE MEASUREMENTS December 31, 2021 December 31, 2020 Fair value $ 3,813,878 $ 2,931,418 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement |
Deferred Financing Costs | Deferred Financing Costs The Company has recorded deferred financing costs as a result of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term of the related debt. As of December 31, 2021, and 2020, unamortized deferred financing costs were $ 134,528 , and $ 151,312 , respectively and are netted against the related debt. |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, assets acquired, liabilities assumed, and consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration such as earn-outs, the Company records the contingent consideration at fair value at the acquisition date. The Company remeasures fair value as of each reporting date and changes resulting from events after the acquisition date, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings. |
Identifiable Intangible Assets, net | Identifiable Intangible Assets, net Finite-lived intangible assets such as customer relationships assets, trademarks and tradenames are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from 3 20 |
Goodwill and other indefinite-lived intangibles | Goodwill and other indefinite-lived intangibles The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is assigned to a reporting unit on the acquisition date and tested for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. Similarly, indefinite-lived intangible assets (if any) other than goodwill are tested annually or more frequently if indicated, for impairment. If impaired, intangible assets are written down to fair value based on the expected discounted cash flows. |
Financial Instruments | Financial Instruments The Company evaluates issued financial instruments for classification as either equity or liability based on an assessment of the financial instrument’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the financial instruments issued are freestanding pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and, if applicable whether the financial instruments meet all of the requirements for equity classification under ASC 815, including whether the financial instruments are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance and as of each subsequent reporting period end date while the financial instruments are outstanding. Financial instruments that are determined to be liabilities under ASC 480 or ASC 815 are held at their initial fair value and remeasured to fair value at each subsequent reporting date, with changes in fair value recorded as a non-operating, non-cash loss or gain, as applicable. The Company’s financial instruments consist of derivatives related to the warrants issued with the securities purchase agreement as discussed in Note 13, Warrant Commitment |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers The Company’s revenue is primarily comprised of agency commissions earned from health insurance carriers (the “Customer” or “Carrier”) related to insurance plans produced through brokering, producing and servicing agreements between insurance carriers and members. The Company defines a “Member” as an individual, family or entity currently covered or seeking insurance coverage. The Company focuses primarily on agency services for insurance products in the “Healthcare” and property and casualty, which includes auto (collectively “P&C”) space, with nominal activity in the life insurance and bond sectors. Healthcare includes plans for individuals and families, Medicare supplements, ancillary and small businesses. Consideration for all agency services typically is based on commissions calculated by applying contractual commission rates to policy premiums. For P&C, commission rates are applied to premiums due, whereas for healthcare, commission rates, including override commissions, are applied to monthly premiums received by the Carrier. The Company has two forms of billing practices, “Direct Bill” and “Agency Bill”. With Direct Bill, Carriers bill and collect policy premium payments directly from Members without any involvement from the Company. Commissions are paid to the Company by the Carrier in the following month. With Agency Bill, the Company bills Members premiums due and remits them to Carriers net of commission earned. The following outlines the core principles of ASC 606: Identification of the contract, or contracts, with a customer Identification of the performance obligations in the contract Determination of the transaction price Allocation of the transaction price to the performance obligations in the contract Recognition of revenue when, or as, the Company satisfies a performance obligation Healthcare revenue recognition: The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Carriers, to perform agency services that culminate in monthly premium cash collections by the Carrier. The performance obligation is satisfied through a combination of agency services including, marketing carrier’s insurance plans, soliciting Member applications, binding, executing and servicing insurance policies on a continuous basis throughout a policy’s life cycle which includes and culminates with the Customer’s collection of monthly premiums. No commission is earned if cash is not received by Carrier. Thus, commission revenue is earned only after a month’s cash receipts from Members’ dues is received by the Customer. Each month’s Carrier cash collections is considered a separate unit sold and transferred to the Customer i.e., the satisfaction of that month’s performance obligation. Transaction price is typically stated in a contract and usually based on a commission rate applied to Member premiums paid and received by Carrier. The Company generally continues to receive commission payments from Carriers until a Member’s plan is cancelled or the Company terminates its agency agreement with the Carrier. Upon termination, the Company normally will no longer receive any commissions from Carriers even on business still in place. In some instances, trailing commissions could occur which would be recognized similar to other Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary. Healthcare typically utilizes the Direct Bill method. The Company recognizes revenue at a point in time, when it satisfies its monthly performance obligation and control of the service transfers to the Customer. Transfer occurs when Member insurance premium cash payments are received by the Customer. The Customer’s receipt of cash is the culmination and complete satisfaction of the Company’s performance obligation, and the earnings process is complete. With Direct Bill, since the amount of monthly Customer cash receipts is unknown to the Company until the following month when notice is provided by Customer to Company, the Company accrues revenue at each period end. Any estimated revenue accrued and recognized at a period-end is trued up for financial reporting per actual revenue earned as provided by the Customer during the following month. P&C revenue recognition The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Customers, to perform agency services to solicit, receive proposals and bind insurance policies culminating with policy placement. Commission revenue is earned at the time of policy placement. Transaction price is typically stated in a contract and usually based on commission rates applied to Member premiums due. With one performance obligation, allocation of transaction price is normally not necessary. P&C utilizes both the Agency Bill and Direct Bill methods, depending on the Carrier. The Company recognizes revenue at a point in time when it satisfies its performance obligation and control of the service transfers to the Customer. Transfer occurs when the policy placement process is complete. With both Direct Bill and Agency Bill, the Company accrues commission revenue in the period policies are placed. With Agency Bill, payment is typically received from Members in the month earned, however with Direct Bill, payment is typically received from Carriers in the month subsequent to the commissions being earned. Other revenue policies: Insurance commissions earned from Carriers for life insurance products are recorded gross of amounts due to agents, with a corresponding commission expense for downstream agent commissions being recorded as commission expense within the consolidated statements of operations. When applicable, commission revenue is recognized net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage. The Company could earn additional revenue from contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue or profit targets established periodically by the Carriers (collectively, “Contingent Commissions”). Contingent Commissions are earned when the Company achieves targets established by Carriers. The Carriers notify the Company when it has achieved the target. The Company recognizes revenue for any Contingent Commissions at the time it is reasonably assured that a significant revenue reversal is not probable, which is generally when a Carrier notifies the Company that it is on track or has earned a Contingent Commission. The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Year ended December 30, 2021 Medical/Life Property and Casualty Total Regular EBS $ 799,474 $ - $ 799,474 USBA 60,129 - 60,129 CCS/UIS - 333,874 333,874 Montana 1,744,515 - 1,744,515 Fortman 1,173,215 958,521 2,131,736 Altruis 3,313,453 - 3,313,453 Kush 1,327,153 - 1,327,153 $ 8,417,939 $ 1,292,395 $ 9,710,334 Year ended December 30, 2020 Medical/Life Property and Casualty Total Regular EBS $ 796,434 $ - $ 796,434 USBA 207,056 - 207,056 CCS/UIS - 271,459 271,459 Montana 1,497,045 - 1,497,045 Fortman 1,196,375 942,967 2,139,342 Altruis 2,385,810 - 2,385,810 $ 6,082,720 $ 1,214,426 $ 7,297,146 |
General and Administrative | General and Administrative General and administrative expenses primarily consist of personnel costs for the Company’s administrative functions, professional service fees, office rent, all employee travel expenses, and other general costs. |
Marketing and Advertising | Marketing and Advertising The Company’s direct channel expenses primarily consist of costs for e-mail marketing and newspaper advertisements. The Company’s online advertising channel expense primarily consist of social media ads. Advertising costs for both direct and online channels are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, based on the terms of the awards. The fair value of the stock-based payments to nonemployees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. As the Reliance Global Group, Inc. Equity Incentive Plan 2019 was adopted in January of 2019, the Company lacks the historical basis to estimate forfeitures and will recognize forfeitures as they occur. |
Leases | Leases The Company recognizes leases in accordance with Accounting Standards Codification Topic 842, “Leases” (“ASC 842” or “ASU 2016-12”). This standard provides enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases are recognized as a single lease expense, generally on a straight-line basis. The Company is the lessee in a contract when the Company obtains the right to use an asset. We currently lease real estate and office space under non-cancelable operating lease agreements. When applicable, consideration in a contract is allocated between lease and non-lease components. Lease payments are discounted using the implicit discount rate in the lease. If the implicit discount rate for the lease cannot be readily determined, the Company uses an estimate of its incremental borrowing rate. The Company did not have any contracts accounted for as finance leases as of December 31, 2021, or 2020. Operating leases are included in the line items right-of-use assets, current portion of leases payable, and leases payable, less current portion in the consolidated balance sheets. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations. The Company determines a lease’s term by agreement with lessor and includes lease extension options and variable lease payments when option and/or variable payments are reasonably certain of being exercised or paid. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. In evaluating its ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including the expected reversals of taxable temporary differences, projected future taxable income, taxable income available via carryback to prior years, tax planning strategies, and results of recent operations. The Company assesses the realizability of its deferred tax assets, including scheduling the reversal of its deferred tax assets and liabilities, to determine the amount of valuation allowance needed. Scheduling the reversal of deferred tax asset and liability balances requires judgment and estimation. The Company believes the deferred tax liabilities relied upon as future taxable income in its assessment will reverse in the same period and jurisdiction and are of the same character as the temporary differences giving rise to the deferred tax assets that will be realized. |
Seasonality | Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in the fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage. The majority of the Company’s individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. |
Prior Period Adjustments | Prior Period Adjustments The Company identified certain immaterial adjustments impacting the prior reporting period. Specifically, the Company identified adjustments to correct certain asset, liability and equity accounts in relation to historical purchase price allocation accounting, adjustments to true up accounts receivable and retained earnings for certain historical accrued revenues and true up the common stock issuable account. The Company has also separately reclassified its purchase software from property, plant and equipment to intangible assets to conform to the 2021 presentation in the amount of $ 296,783 The Company assessed the materiality of the adjustments to prior period financial statements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. (SAB) 99, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Accounting Changes and Error Corrections Accordingly, the Company’s comparative consolidated financial statements and impacted notes have been revised from amounts previously reported to reflect these adjustments. The following table illustrates the impact on previously reported amounts and adjusted balances presented in the consolidated financial statements for the year ended December 31, 2021. SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION Account 12/31/2020 Adjustment 12/31/2020 Accounts receivable $ 236,651 $ 625,946 $ 862,597 Goodwill $ 9,265,070 $ (503,345 ) $ 8,761,725 Earn-out liability $ 2,631,418 $ 300,000 $ 2,931,418 Common stock issuable $ 822,116 $ (482,116 ) $ 340,000 Additional paid-in capital $ 11,377,123 $ 182,116 $ 11,559,239 Accumulated deficit $ (12,482,281 ) $ 122,601 $ (12,359,680 ) Commission income $ 7,279,530 $ 17,616 $ 7,297,146 Accumulated Deficit-Closing balance as of December 31, 2019 $ (8,783,276 ) $ 104,986 $ (8,678,290 ) Total assets $ 17,922,086 $ 122,601 $ 18,044,687 Total liabilities $ 17,807,699 $ 300,000 $ 18,107,699 Total stockholder’s equity (deficit) $ 114,387 $ (177,399 ) $ (63,012 ) Total liabilities and stockholder’s equity $ 17,922,086 $ 122,601 $ 18,044,687 Total revenue $ 7,279,530 $ 17,616 $ 7,297,146 Net loss $ (3,699,005 ) $ 17,616 $ (3,681,389 ) EPS $ (0.88 ) $ 0.00 $ (0.88 ) |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments—Credit Losses. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019. On November 15, 2019, the FASB delayed the effective date of FASB ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition. The Company does not currently believe the adoption of this standard will have a significant impact on its financial statements, given its history of minimal bad debt expense relating to trade accounts receivable. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions to the general principles in Topic 740 and simplifies other areas of the existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this pronouncement January 1, 2021 which did not have a material effect on the consolidated financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for fiscal years beginning after December 15, 2021. The Company adopted ASU 2020-06 on January 1, 2022, which did not have a material impact on the consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends ASC 805 to require an acquirer to, at the date of acquisition, recognize and measure contract assets and contract liabilities acquired in accordance with ASU 2014-9, Revenue from Contracts with Customers (Topic 606) as if the entity had originated the contracts. The guidance is effective for fiscal years beginning after December 15, 2022 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW | The reconciliation of cash and restricted cash reported within the applicable balance sheet accounts that sum to the total of cash and restricted cash presented in the statement of cash flows is as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW December 31, 2021 December 31, 2020 Cash $ 4,136,180 $ 45,213 Restricted cash 484,542 484,368 Total cash and restricted cash $ 4,620,722 $ 529,581 |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life (in years) Computer equipment 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term |
SCHEDULE OF FAIR VALUE OF WARRANT COMMITMENT | SCHEDULE OF FAIR VALUE OF WARRANT COMMITMENT December 22, 2021 December 31, 2021 Stock price $ 4.23 $ 6.44 Volatility 90 % 90 % Expected term (years) 2 2 Dividend yield 0 % 0 % Risk free rate 1.10 % 1.10 % |
SCHEDULE OF RECONCILES WARRANT COMMITMENT | The following reconciles the warrant commitment for the year ended December 31, 2021: SCHEDULE OF RECONCILES WARRANT COMMITMENT 2021 Beginning balance $ - Initial recognition of warrant commitment 20,244,497 Unrealized loss 17,408,311 Ending balance $ 37,652,808 |
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE | SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE December 31, 2021 December 31, 2020 Beginning balance $ 2,931,418 $ 2,850,050 Acquisitions and Settlements: CCS Acquisition - 81,368 JP Kush Acquisition 1,694,166 - CCS Write-off (81,368 ) - Altruis partial settlement (452,236 ) - Acquisitions and settlements - - Remeasurement adjustments: Gains included in earnings * (278,102 ) - Ending balance $ 3,813,878 $ 2,931,418 * recorded as a reduction to general and administrative expenses |
SCHEDULE OF FAIR VALUE MEASUREMENTS | Significant unobservable inputs used in the earn-out fair value measurements of the Company’s contingent consideration liabilities designated as Level 3 are as follows: SCHEDULE OF FAIR VALUE MEASUREMENTS December 31, 2021 December 31, 2020 Fair value $ 3,813,878 $ 2,931,418 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement |
SCHEDULE OF DISAGGREGATION REVENUE | The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Year ended December 30, 2021 Medical/Life Property and Casualty Total Regular EBS $ 799,474 $ - $ 799,474 USBA 60,129 - 60,129 CCS/UIS - 333,874 333,874 Montana 1,744,515 - 1,744,515 Fortman 1,173,215 958,521 2,131,736 Altruis 3,313,453 - 3,313,453 Kush 1,327,153 - 1,327,153 $ 8,417,939 $ 1,292,395 $ 9,710,334 Year ended December 30, 2020 Medical/Life Property and Casualty Total Regular EBS $ 796,434 $ - $ 796,434 USBA 207,056 - 207,056 CCS/UIS - 271,459 271,459 Montana 1,497,045 - 1,497,045 Fortman 1,196,375 942,967 2,139,342 Altruis 2,385,810 - 2,385,810 $ 6,082,720 $ 1,214,426 $ 7,297,146 |
SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION | SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION Account 12/31/2020 Adjustment 12/31/2020 Accounts receivable $ 236,651 $ 625,946 $ 862,597 Goodwill $ 9,265,070 $ (503,345 ) $ 8,761,725 Earn-out liability $ 2,631,418 $ 300,000 $ 2,931,418 Common stock issuable $ 822,116 $ (482,116 ) $ 340,000 Additional paid-in capital $ 11,377,123 $ 182,116 $ 11,559,239 Accumulated deficit $ (12,482,281 ) $ 122,601 $ (12,359,680 ) Commission income $ 7,279,530 $ 17,616 $ 7,297,146 Accumulated Deficit-Closing balance as of December 31, 2019 $ (8,783,276 ) $ 104,986 $ (8,678,290 ) Total assets $ 17,922,086 $ 122,601 $ 18,044,687 Total liabilities $ 17,807,699 $ 300,000 $ 18,107,699 Total stockholder’s equity (deficit) $ 114,387 $ (177,399 ) $ (63,012 ) Total liabilities and stockholder’s equity $ 17,922,086 $ 122,601 $ 18,044,687 Total revenue $ 7,279,530 $ 17,616 $ 7,297,146 Net loss $ (3,699,005 ) $ 17,616 $ (3,681,389 ) EPS $ (0.88 ) $ 0.00 $ (0.88 ) |
STRATEGIC INVESTMENTS AND BUS_2
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
SUMMARY OF BUSINESS ACQUIRED AND REVENUE RECOGNIZED | The following table lists our activity in 2021 by number of agents, approximate policies issued, and revenue written: SUMMARY OF BUSINESS ACQUIRED AND REVENUE RECOGNIZED Agency Name Number of Agents Number of Policies issued Aggregate Revenue Recognized December 31, 2021 USBA and EBS 4 3,773 $ 859,603 UIS Agency, LLC / Commercial Solutions 1 149 $ 333,874 Southwestern Montana 11 2,423 $ 1,744,515 Fortman Insurance 14 7,397 $ 2,131,736 Altruis 13 9,851 $ 3,313,453 Kush 4 4,500 $ 1,327,153 The following table lists our activity in 2020 by number of agents, approximate policies issued, and revenue written: Agency Name Number of Agents Number of Policies issued Aggregate Revenue Recognized USBA and EBS 5 4,930 $ 1,003,490 UIS Agency, LLC / Commercial Solutions 3 217 $ 271,459 Southwestern Montana 14 2,000 $ 1,497,045 Fortman Insurance 15 8,000 $ 2,139,342 Altruis 15 7,809 $ 2,385,810 |
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Cash $ 5,772 Trade name and trademarks 35,600 5 Customer relationships 100,000 10 Non-competition agreements 25,500 5 Goodwill 716,462 Indefinite $ 883,334 |
JP Kush And Associates Inc [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The allocation of the purchase price in connection with the Kush Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Accounts receivable $ 291,414 Trade name and trademarks 685,400 5 Customer relationships 551,000 10 Non-competition agreements 827,800 5 Goodwill 1,288,552 Indefinite $ 3,644,166 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENTS | Property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENTS December 31, December 31, Computer equipment $ 72,110 $ 33,774 Office equipment and furniture 36,157 36,573 Leasehold Improvements 89,819 56,631 Property and equipment 198,086 126,978 Less: Accumulated depreciation (67,727 ) (47,815 ) Property and equipment, net $ 130,359 $ 79,163 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF IMPAIRMENT OF GOODWILL | SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2019 $ 8,045,263 Goodwill recognized in connection with UIS acquisition on August 17, 2020 $ 716,462 December 31, 2020 $ 8,761,725 Goodwill recognized in connection with Kush acquisition on May 1, 2021 $ 1,288,552 December 31, 2021 $ 10,050,277 |
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD | The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2021: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 3.5 $ 1,777,475 $ (609,822 ) $ 1,167,653 Internally developed software 4.7 595,351 (28,443 ) 566,908 Customer relationships 7.7 4,237,290 (1,048,726 ) 3,188,564 Purchased software 0.6 562,327 (452,985 ) 109,342 Video Production Assets 1.0 20,000 - 20,000 Non-competition agreements 2.9 3,504,809 (1,478,376 ) 2,026,433 $ 10,697,252 $ (3,618,352 ) $ 7,078,900 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2020: Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 2.6 $ 1,087,760 $ (307,163 ) $ 780,597 Customer relationships 7.6 3,686,290 (623,649 ) 3,062,641 Purchased software 1.6 562,327 (265,543 ) 296,784 Non-competition agreements 2.6 2,677,010 (834,598 ) 1,842,412 $ 8,013,387 $ (2,030,953 ) $ 5,982,434 |
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS | The following table reflects expected amortization expense as of December 31, 2021, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2022 $ 1,725,031 2023 1,586,574 2024 1,217,290 2025 853,046 2026 604,639 Thereafter 1,092,320 Total $ 7,078,900 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Significant components of accounts payable and accrued liabilities were as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, December 31, Accounts payable, $ 547,117 $ 980,943 Accrued expenses 2,170,215 35,022 Accrued credit card payables 36,103 119,896 Other accrued liabilities 5,725 7,721 Accounts payable and other accrued liabilities $ 2,759,160 $ 1,143,582 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG TERM DEBT | The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT December 31, December 31, Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 14,606 19,044 $ 485,317 $ 542,760 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 14,606 16,825 $ 485,317 $ 542,760 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, net of deferred financing costs of $ 17,626 20,181 785,826 877,550 Oak Street Funding LLC Term Loan for the acquisition of SWMT, net of deferred financing costs of $ 11,027 13,080 884,720 979,966 Oak Street Funding LLC Term Loan for the acquisition of FIS, net of deferred financing costs of $ 42,660 47,023 2,226,628 2,465,410 Oak Street Funding LLC Term Loan for the acquisition of ABC, net of deferred financing costs of $ 48,609 54,203 3,616,754 3,983,594 7,999,245 8,849,280 Less: current portion (913,920 ) (963,450 ) Long-term debt $ 7,085,325 $ 7,885,830 |
SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM OBLIGATIONS | SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM OBLIGATIONS Fiscal year ending December 31, Maturities of 2021 $ 913,919 2022 963,584 2023 1,015,030 2024 1,071,119 2025 1,129,340 Thereafter 3,040,781 Total 8,133,773 Less debt issuance costs (134,528 ) Total $ 7,999,245 |
SIGNIFICANT CUSTOMERS (Tables)
SIGNIFICANT CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATIONS OF REVENUES | Carriers representing 10 SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier December 31, December 31, BlueCross BlueShield 19 % 25.1 % Priority Health 28 % 25.5 % |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF THE STOCK OPTIONS GRANTED, FORFEITED OR EXPIRED | The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plan for the years ended December 31, 2021 and 2020 respectively: SCHEDULE OF THE STOCK OPTIONS GRANTED, FORFEITED OR EXPIRED Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 233,917 $ 15.43 3.63 $ - Granted - - - Forfeited or expired (70,004 ) 14.57 2.68 - Exercised - - - - Outstanding at December 31, 2021 163,913 $ 15.50 2.61 - Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2019 229,833 $ 15.43 3.87 $ 2,995,640 Granted 27,417 30.86 4.28 - Forfeited or expired (23,333 ) 33.43 4.23 - Exercised - - - - Outstanding at December 31, 2020 233,917 $ 15.43 3.63 - |
SCHEDULE OF NON - VESTED STOCK OPTIONS | The following is a summary of the Company’s non-vested stock options as of December 31, 2021 and 2020 respectively: SCHEDULE OF NON - VESTED STOCK OPTIONS Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2020 159,542 $ 13.39 2.53 Granted - - - Vested (49,732 ) 13.76 0.82 Forfeited or expired (56,007 ) 14.57 2.68 Non-vested at December 31, 2021 53,803 $ 15.14 0.90 Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2019 212,333 $ 15.43 4.30 Granted 27,417 30.86 4.28 Vested (56,875 ) 13.39 2.53 Forfeited or expired (23,333 ) 33.43 4.23 Non-vested at December 31, 2020 159,542 $ 13.39 2.53 |
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL | SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Year Ended December 31, 2021 Year Ended December 31, 2020 Exercise price $ 0.16 0.26 $ 0.16 0.39 Expected term 3.25 3.75 3.25 3.75 Risk-free interest rate 0.38 2.43 % 0.26 2.43 % Estimated volatility 293.07 517.13 % 293.07 517.13 % Expected dividend - - Option price at valuation date $ 0.12 - $ 0.27 $ 0.12 - $ 0.31 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS | The calculations of basic and diluted EPS, are as follows: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS December 31, December 31, Basic and diluted loss per common share: Net loss $ (21,098,465 ) $ (3,681,389 ) Basic and diluted weighted average shares outstanding 10,097,052 4,183,625 Basic and diluted loss per common share: $ (2.09 ) $ (0.88 ) |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT | Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Year ending December 31, Operating Lease 2022 $ 330,737 2023 256,267 2024 172,690 2025 112,923 2026 113,736 Thereafter 268,196 Total undiscounted operating lease payments 1,254,549 Less: Imputed interest (173,214 ) Present value of operating lease liabilities $ 1,081,335 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF EARN-OUT LIABILITY | The following outlines changes to the Company’s earn-out liability balances inclusive of accumulated accretion for the respective years ended December 31, 2021 and 2020: SCHEDULE OF EARN-OUT LIABILITY CCS Fortman Montana Altruis Kush Total Ending balance December 31, 2020 $ 81,368 $ 432,655 $ 522,553 $ 1,894,842 $ - $ 2,931,418 Changes due to business combinations - - - - 1,694,166 1,694,166 Changes due to payments - - - (452,236 ) - (452,236 ) Changes due to fair value adjustments - 82,653 93,416 (449,738 ) (4,433 ) (278,102 ) Changes due to write-offs (81,368 ) - - - - (81,368 ) Ending balance December 31, 2021 $ - $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ 3,813,878 CCS Fortman Montana Altruis Kush Total Ending balance December 31, 2019 $ - $ 432,655 $ 522,553 $ 1,894,842 $ - $ 2,850,050 Changes due to business combinations 81,368 - - - - 81,368 Changes due to payments - - - - - - Changes due to fair value adjustments - - - - - - Changes due to write-offs - - - - - - Ending balance December 31, 2020 $ 81,368 $ 432,655 $ 522,553 $ 1,894,842 $ - $ 2,931,418 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF ACTUAL INCOME TAX RATE | The difference between the actual income tax rate versus the tax computed at the Federal Statutory rate follows: SCHEDULE OF ACTUAL INCOME TAX RATE December 31, December 31, Federal rate 21.0 % 21.0 % State net of federal 0.3 % 2.5 % PPP loan forgiveness 0.0 % 2.9 % Non-deductible acquired intangible assets 0.0 % 15.0 % Return to provision (0.1 )% 0.0 % Rate Change 0.4 % 0.0 % Valuation allowance (21.6 )% (41.4 )% Effective income tax rate 0.0 % 0.0 % |
SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES | Deferred income tax assets and (liabilities) consist of the following: SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES December 31, December 31, Deferred tax assets (liabilities) Net operating loss carryforward $ 1,900,194 $ 1,415,227 Stock based compensation 725,546 540,086 Goodwill (199,086 ) (52,783 ) Intangibles 459,441 225,434 Fixed assets (56,691 ) (37,976 ) Right of use assets (333,347 ) (99,560 ) Lease liabilities 337,671 101,000 Other 1,336 753 Total deferred tax assets 2,835,065 2,092,181 Valuation allowance (2,835,065 ) (2,092,181 ) Net deferred tax assets $ - $ - |
SCHEDULE OF RESTRICTED CASH IN
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash | $ 4,136,180 | $ 45,213 |
Restricted cash | 484,542 | 484,368 |
Total cash and restricted cash | $ 4,620,722 | $ 529,581 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Office Equipment and Furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life description | Shorter of the useful life or the lease term |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANT COMMITMENT (Details) | Dec. 31, 2021 | Dec. 22, 2021 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate | 6.44 | 4.23 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate | 90 | 90 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (years) | 2 years | 2 years |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate | 0 | 0 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate | 1.10 | 1.10 |
SCHEDULE OF RECONCILES WARRANT
SCHEDULE OF RECONCILES WARRANT COMMITMENT (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Beginning balance | |
Initial recognition of warrant commitment | 20,244,497 |
Unrealized loss | 17,408,311 |
Ending balance | $ 37,652,808 |
SCHEDULE OF GAIN OR LOSSES RECO
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance | $ 2,931,418 | $ 2,850,050 | |
Ending balance | 3,813,878 | 2,931,418 | |
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance | 2,931,418 | 2,850,050 | |
Acquisitions and settlements | |||
Gains included in earnings | [1] | (278,102) | |
Ending balance | 3,813,878 | 2,931,418 | |
Fair Value, Inputs, Level 3 [Member] | CCS Acquisition [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Acquisitions and settlements | 81,368 | ||
Fair Value, Inputs, Level 3 [Member] | JP Kush Acquisition [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Acquisitions and settlements | 1,694,166 | ||
Fair Value, Inputs, Level 3 [Member] | CCS Writeoff [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Acquisitions and settlements | (81,368) | ||
Fair Value, Inputs, Level 3 [Member] | Altruis Partial Settlement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Acquisitions and settlements | $ (452,236) | ||
[1] | recorded as a reduction to general and administrative expenses |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value | $ 516,023 | $ 2,931,418 |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value | $ 3,813,878 | $ 2,931,418 |
Valuation technique | Discounted cash flow | Discounted cash flow |
Significant unobservable input | Projected revenue and probability of achievement | Projected revenue and probability of achievement |
SCHEDULE OF DISAGGREGATION REVE
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | $ 9,710,334 | $ 7,297,146 |
Employee Benefits, Solutions, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 799,474 | 796,434 |
US Benefits Alliance, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 60,129 | 207,056 |
Commercial Coverage Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 333,874 | 271,459 |
Southwestern Montana Financial Center, Inc. [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 1,744,515 | 1,497,045 |
Fortman Insurance Services, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 2,131,736 | 2,139,342 |
Altruis Benefits Consulting, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 3,313,453 | 2,385,810 |
Kush [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 1,327,153 | |
Medical/Life [Member] | Regular [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 8,417,939 | 6,082,720 |
Medical/Life [Member] | Regular [Member] | Employee Benefits, Solutions, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 799,474 | 796,434 |
Medical/Life [Member] | Regular [Member] | US Benefits Alliance, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 60,129 | 207,056 |
Medical/Life [Member] | Regular [Member] | Commercial Coverage Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | ||
Medical/Life [Member] | Regular [Member] | Southwestern Montana Financial Center, Inc. [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 1,744,515 | 1,497,045 |
Medical/Life [Member] | Regular [Member] | Fortman Insurance Services, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 1,173,215 | 1,196,375 |
Medical/Life [Member] | Regular [Member] | Altruis Benefits Consulting, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 3,313,453 | 2,385,810 |
Medical/Life [Member] | Regular [Member] | Kush [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 1,327,153 | |
Property and Casualty [Member] | Regular [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 1,292,395 | 1,214,426 |
Property and Casualty [Member] | Regular [Member] | Employee Benefits, Solutions, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | ||
Property and Casualty [Member] | Regular [Member] | US Benefits Alliance, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | ||
Property and Casualty [Member] | Regular [Member] | Commercial Coverage Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 333,874 | 271,459 |
Property and Casualty [Member] | Regular [Member] | Southwestern Montana Financial Center, Inc. [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | ||
Property and Casualty [Member] | Regular [Member] | Fortman Insurance Services, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 958,521 | 942,967 |
Property and Casualty [Member] | Regular [Member] | Altruis Benefits Consulting, LLC [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | ||
Property and Casualty [Member] | Regular [Member] | Kush [Member] | ||
Product Information [Line Items] | ||
Revenue from contract with customer, excluding assessed tax |
SUMMARIZES THE CHANGES TO THE P
SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2019 | |
Accounts receivable | $ 1,024,831 | $ 862,597 | ||
Goodwill | 10,050,277 | 8,761,725 | $ 8,045,263 | $ 8,548,608 |
Earn-out liability | 516,023 | 2,931,418 | ||
Common stock issuable | 340,000 | |||
Additional paid-in capital | 26,451,187 | 11,559,239 | ||
Accumulated deficit | (33,458,145) | (12,359,680) | ||
Commission income | 9,710,334 | 7,297,146 | ||
Accumulated Deficit-Closing balance as of December 31, 2019 | (8,678,290) | |||
Total assets | 27,675,563 | 18,044,687 | ||
Total liabilities | 53,741,692 | 18,107,699 | ||
Total stockholder’s equity (deficit) | (26,066,129) | (63,012) | $ 747,309 | |
Total liabilities and stockholder’s equity | 27,675,563 | 18,044,687 | ||
Total Revenue | 9,710,334 | 7,297,146 | ||
Net Loss | $ (21,098,465) | $ (3,681,389) | ||
EPS | $ (2.09) | $ (0.88) | ||
Previously Reported [Member] | ||||
Accounts receivable | $ 236,651 | |||
Goodwill | 9,265,070 | |||
Earn-out liability | 2,631,418 | |||
Common stock issuable | 822,116 | |||
Additional paid-in capital | 11,377,123 | |||
Accumulated deficit | (12,482,281) | |||
Commission income | 7,279,530 | |||
Accumulated Deficit-Closing balance as of December 31, 2019 | (8,783,276) | |||
Total assets | 17,922,086 | |||
Total liabilities | 17,807,699 | |||
Total stockholder’s equity (deficit) | 114,387 | |||
Total liabilities and stockholder’s equity | 17,922,086 | |||
Total Revenue | 7,279,530 | |||
Net Loss | $ (3,699,005) | |||
EPS | $ (0.88) | |||
Revision of Prior Period, Adjustment [Member] | ||||
Accounts receivable | $ 625,946 | |||
Goodwill | (503,345) | |||
Earn-out liability | 300,000 | |||
Common stock issuable | (482,116) | |||
Additional paid-in capital | 182,116 | |||
Accumulated deficit | 122,601 | |||
Commission income | 17,616 | |||
Accumulated Deficit-Closing balance as of December 31, 2019 | 104,986 | |||
Total assets | 122,601 | |||
Total liabilities | 300,000 | |||
Total stockholder’s equity (deficit) | (177,399) | |||
Total liabilities and stockholder’s equity | 122,601 | |||
Total Revenue | 17,616 | |||
Net Loss | $ 17,616 | |||
EPS | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Restricted Cash and Cash Equivalents, Current | $ 4,620,722 | $ 529,581 | |
Assets, Current | 7,981,501 | 1,436,036 | |
Liabilities, Current | 44,981,252 | 6,884,072 | |
Working capital deficiency | 36,999,000 | ||
Stockholders' Equity Attributable to Parent | 26,066,129 | 63,012 | $ (747,309) |
Operating Income (Loss) | 2,912,320 | 3,626,802 | |
Derivative, Gain (Loss) on Derivative, Net | 17,652,808 | ||
Net Income (Loss) Attributable to Parent | 21,098,465 | 3,681,389 | |
Net Cash Provided by (Used in) Operating Activities | 2,253,275 | 468,465 | |
Proceeds from Issuance Initial Public Offering | 10,496,000 | ||
Additional Paid in Capital | 26,451,187 | 11,559,239 | |
[custom:WarrantCommitmentCurrent-0] | 37,652,808 | ||
Business Combination, Contingent Consideration, Liability, Current | 3,297,855 | ||
[custom:EarnoutLiabilityCurrent-0] | 3,297,855 | 0 | |
[custom:EarnoutLiabilityNonCurrent-0] | 516,023 | 2,931,418 | |
[custom:PaymentsToUndiscountedRemainingEarnOut] | 4,000,000 | ||
Unamortized Debt Issuance Expense | 134,528 | 151,312 | |
Payments to intangible assets | 619,666 | ||
Revision of Prior Period, Adjustment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Stockholders' Equity Attributable to Parent | 177,399 | ||
Net Income (Loss) Attributable to Parent | (17,616) | ||
Additional Paid in Capital | 182,116 | ||
Payments to intangible assets | $ 296,783 | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives of intangible assets | 3 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives of intangible assets | 20 years | ||
Fair Value, Inputs, Level 3 [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Current | $ 3,813,878 | $ 2,931,418 | |
Purchase Agreement [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Additional Paid in Capital | $ 20,000,000 |
SUMMARY OF BUSINESS ACQUIRED AN
SUMMARY OF BUSINESS ACQUIRED AND REVENUE RECOGNIZED (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)AgentPolicy | Dec. 31, 2020USD ($)AgentPolicy | |
JP Kush And Associates Inc [Member] | ||
Business Acquisition [Line Items] | ||
Number of agents | Agent | 4 | |
Number of policies issued | Policy | 4,500 | |
Aggregate revenue recognized | $ | $ 1,327,153 | |
USBA and EBS [Member] | ||
Business Acquisition [Line Items] | ||
Number of agents | Agent | 4 | 5 |
Number of policies issued | Policy | 3,773 | 4,930 |
Aggregate revenue recognized | $ | $ 859,603 | $ 1,003,490 |
UIS Agency, LLC / Commercial Solutions [Member] | ||
Business Acquisition [Line Items] | ||
Number of agents | Agent | 1 | 3 |
Number of policies issued | Policy | 149 | 217 |
Aggregate revenue recognized | $ | $ 333,874 | $ 271,459 |
Southwestern Montana [Member] | ||
Business Acquisition [Line Items] | ||
Number of agents | Agent | 11 | 14 |
Number of policies issued | Policy | 2,423 | 2,000 |
Aggregate revenue recognized | $ | $ 1,744,515 | $ 1,497,045 |
Fortman Insurance [Member] | ||
Business Acquisition [Line Items] | ||
Number of agents | Agent | 14 | 15 |
Number of policies issued | Policy | 7,397 | 8,000 |
Aggregate revenue recognized | $ | $ 2,131,736 | $ 2,139,342 |
Altruis [Member] | ||
Business Acquisition [Line Items] | ||
Number of agents | Agent | 13 | 15 |
Number of policies issued | Policy | 9,851 | 7,809 |
Aggregate revenue recognized | $ | $ 3,313,453 | $ 2,385,810 |
SCHEDULE OF ALLOCATION OF PURCH
SCHEDULE OF ALLOCATION OF PURCHASE PRICE (Details) - USD ($) | May 02, 2021 | Aug. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | May 01, 2021 | Dec. 31, 2019 | Dec. 30, 2019 |
Business Acquisition [Line Items] | |||||||
Fair value, goodwill | $ 10,050,277 | $ 8,761,725 | $ 8,045,263 | $ 8,548,608 | |||
Fair value, accounts receivable | $ 1,024,831 | $ 862,597 | |||||
Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful life (years) | 7 years 8 months 12 days | 7 years 7 months 6 days | |||||
Non-competition Agreements [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful life (years) | 2 years 10 months 24 days | 2 years 7 months 6 days | |||||
UIS Agency, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Fair value, cash | $ 5,772 | ||||||
Fair value, trade name and trademarks | 35,600 | ||||||
Fair value, customer relationships | 100,000 | ||||||
Fair value, non-competition agreements | 25,500 | ||||||
Fair value, goodwill | 716,462 | ||||||
Purchase consideration allocated | $ 883,334 | ||||||
UIS Agency, LLC [Member] | Trade Name And Trademarks [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful life (years) | 5 years | ||||||
UIS Agency, LLC [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful life (years) | 10 years | ||||||
UIS Agency, LLC [Member] | Non-competition Agreements [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful life (years) | 5 years | ||||||
UIS Agency, LLC [Member] | Goodwill [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful life (years) | Indefinite | ||||||
JP Kush And Associates Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Fair value, trade name and trademarks | $ 685,400 | ||||||
Fair value, customer relationships | 551,000 | ||||||
Fair value, non-competition agreements | 827,800 | ||||||
Fair value, goodwill | 1,288,552 | $ 1,288,552 | |||||
Purchase consideration allocated | 3,644,166 | ||||||
Fair value, accounts receivable | $ 291,414 | ||||||
JP Kush And Associates Inc [Member] | Trade Name And Trademarks [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful life (years) | 5 years | ||||||
JP Kush And Associates Inc [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful life (years) | 10 years | ||||||
JP Kush And Associates Inc [Member] | Non-competition Agreements [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful life (years) | 5 years | ||||||
JP Kush And Associates Inc [Member] | Goodwill [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average useful life (years) | Indefinite |
STRATEGIC INVESTMENTS AND BUS_3
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS (Details Narrative) - USD ($) | May 01, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Sep. 30, 2020 | Aug. 17, 2020 | May 31, 2021 | Apr. 30, 2021 | Aug. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | May 02, 2021 | Dec. 31, 2019 | Dec. 30, 2019 |
Business Acquisition [Line Items] | |||||||||||||
Shares issued during acquisition, value | $ 1,000,000 | ||||||||||||
Earn-out liability | $ 2,931,418 | 2,931,418 | $ 3,813,878 | $ 2,850,050 | |||||||||
Goodwill | 8,761,725 | 8,761,725 | 10,050,277 | 8,045,263 | $ 8,548,608 | ||||||||
Shares issued upon termination of employee | 166,667 | ||||||||||||
UIS Agency, LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total purchase price | $ 883,334 | ||||||||||||
Purchase price paid in cash | 601,696 | ||||||||||||
Shares issued during acquisition, value | 200,000 | ||||||||||||
Cash | 500,000 | $ 500,000 | $ 500,000 | ||||||||||
Earn-out liability | 0 | ||||||||||||
Goodwill | 716,462 | $ 716,462 | |||||||||||
Acquisition costs | 33,344 | ||||||||||||
Revenue from acquired entity | 337,000 | ||||||||||||
UIS Agency, LLC [Member] | Minimum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Earn-out liability | $ 450,000 | $ 450,000 | |||||||||||
JP Kush And Associates Inc [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total purchase price | $ 3,644,166 | ||||||||||||
Purchase price paid in cash | 1,900,000 | ||||||||||||
Shares issued during acquisition, value | 50,000 | $ 50,000 | |||||||||||
Earn-out liability | $ 1,689,733 | ||||||||||||
Goodwill | 1,288,552 | $ 1,288,552 | |||||||||||
Acquisition costs | $ 58,092 | ||||||||||||
Revenue from acquired entity | $ 500,000 | 1,141,047 | |||||||||||
Shares issued upon termination of employee | $ 219,097 | $ 500,000 |
INVESTMENT IN NSURE, INC (Detai
INVESTMENT IN NSURE, INC (Details Narrative) - USD ($) | Aug. 20, 2020 | Aug. 05, 2020 | Jun. 01, 2020 | Feb. 19, 2020 | Feb. 10, 2020 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Investments | $ 1,350,000 | $ 1,350,000 | ||||||
Number of shares of common stock, shares | 2,070,000 | |||||||
Ownership interest | 33.00% | 26.00% | ||||||
Proceeds from issuance of common stock | $ 12,420,000 | $ 10,496,221 | $ 1,200,000 | |||||
NSURE, Inc. [Member] | Third-Party Individual [Member] | ||||||||
Number of shares of common stock, shares | 46,667 | |||||||
Proceeds from issuance of common stock | $ 1,000,000 | |||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | ||||||||
Investments | $ 50,000 | $ 100,000 | $ 200,000 | |||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||||
Investments | $ 1,000,000 | |||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||||||
Investments | 3,000,000 | |||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||||||||
Investments | $ 16,000,000 | |||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Common Class A [Member] | ||||||||
Investments | $ 1,350,000 | |||||||
Number of shares of common stock, shares | 43,781 | 43,781 | 58,375 | 5,837,462 | ||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Common Class A [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||||||
Number of shares of common stock, shares | 291,873 | |||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Maximum [Member] | ||||||||
Investments | $ 20,000,000 | |||||||
Ownership interest | 35.00% |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENTS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 198,086 | $ 126,978 |
Less: Accumulated depreciation | (67,727) | (47,815) |
Property and equipment, net | 130,359 | 79,163 |
Computer Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 72,110 | 33,774 |
Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 36,157 | 36,573 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 89,819 | $ 56,631 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 19,912 | $ 23,484 |
SCHEDULE OF IMPAIRMENT OF GOODW
SCHEDULE OF IMPAIRMENT OF GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, ending balance | $ 8,761,725 | $ 8,045,263 |
Goodwill recognized in connection with acquisition | 1,288,552 | 716,462 |
Goodwill, ending balance | $ 10,050,277 | $ 8,761,725 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 10,697,252 | $ 8,013,387 |
Accumulated amortization | (3,618,352) | (2,030,953) |
Net carrying amount | $ 7,078,900 | $ 5,982,434 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 3 years 6 months | 2 years 7 months 6 days |
Gross carrying amount | $ 1,777,475 | $ 1,087,760 |
Accumulated amortization | (609,822) | (307,163) |
Net carrying amount | $ 1,167,653 | $ 780,597 |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 4 years 8 months 12 days | |
Gross carrying amount | $ 595,351 | |
Accumulated amortization | (28,443) | |
Net carrying amount | $ 566,908 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 7 years 8 months 12 days | 7 years 7 months 6 days |
Gross carrying amount | $ 4,237,290 | $ 3,686,290 |
Accumulated amortization | (1,048,726) | (623,649) |
Net carrying amount | $ 3,188,564 | $ 3,062,641 |
Purchased Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 7 months 6 days | 1 year 7 months 6 days |
Gross carrying amount | $ 562,327 | $ 562,327 |
Accumulated amortization | (452,985) | (265,543) |
Net carrying amount | $ 109,342 | $ 296,784 |
Video Production Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 1 year | |
Gross carrying amount | $ 20,000 | |
Accumulated amortization | ||
Net carrying amount | $ 20,000 | |
Non-competition Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 2 years 10 months 24 days | 2 years 7 months 6 days |
Gross carrying amount | $ 3,504,809 | $ 2,677,010 |
Accumulated amortization | (1,478,376) | (834,598) |
Net carrying amount | $ 2,026,433 | $ 1,842,412 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 1,725,031 | |
2023 | 1,586,574 | |
2024 | 1,217,290 | |
2025 | 853,046 | |
2026 | 604,639 | |
Thereafter | 1,092,320 | |
Total | $ 7,078,900 | $ 5,982,434 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2019 | |
Goodwill | $ 10,050,277 | $ 8,761,725 | $ 8,045,263 | $ 8,548,608 |
Amortization of intangible assets | $ 1,587,401 | 1,296,475 | ||
Revision of Prior Period, Adjustment [Member] | ||||
Goodwill | $ (503,345) |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable, | $ 547,117 | $ 980,943 |
Accrued expenses | 2,170,215 | 35,022 |
Accrued credit card payables | 36,103 | 119,896 |
Other accrued liabilities | 5,725 | 7,721 |
Accounts payable and other accrued liabilities | $ 2,759,160 | $ 1,143,582 |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Long term debt | $ 7,999,245 | $ 8,849,280 |
Current portion of long-term debt | (913,920) | (963,450) |
Long term debt, excluding current maturities | 7,085,325 | 7,885,830 |
Senior Secured Amortizing Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt | 785,826 | 877,550 |
EBS and USBA [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt | 485,317 | 542,760 |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt | 884,720 | 979,966 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt | 2,226,628 | 2,465,410 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt | $ 3,616,754 | $ 3,983,594 |
SCHEDULE OF LONG TERM DEBT (D_2
SCHEDULE OF LONG TERM DEBT (Details) (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Senior Secured Amortizing Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Net of deferred financing cost | $ 17,626 | $ 20,181 |
EBS and USBA [Member] | ||
Line of Credit Facility [Line Items] | ||
Net of deferred financing cost | 14,606 | 16,825 |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Net of deferred financing cost | 11,027 | 13,080 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Net of deferred financing cost | 42,660 | 47,023 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Net of deferred financing cost | $ 48,609 | $ 54,203 |
SCHEDULE OF CUMULATIVE MATURITI
SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM OBLIGATIONS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 | $ 913,919 | |
2022 | 963,584 | |
2023 | 1,015,030 | |
2024 | 1,071,119 | |
2025 | 1,129,340 | |
Thereafter | 3,040,781 | |
Total | 8,133,773 | |
Less debt issuance costs | (134,528) | |
Total | $ 7,999,245 | $ 8,849,280 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | Nov. 17, 2020 | Apr. 04, 2020 | Dec. 07, 2018 | Aug. 01, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Short-term Debt [Line Items] | ||||||||
Debt issuance costs | $ 134,528 | |||||||
Gains losses on extinguishment of debt | $ 508,700 | |||||||
Loan Agreement [Member] | First Financial Bank [Member] | Paycheck Protection Program [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt instrument, interest rate | 1.00% | |||||||
Debt instrument term | 2 years | |||||||
Loans payable | $ 673,700 | |||||||
Repayments of loans | 37,913 | |||||||
Principal payment on loans | $ 165,000 | |||||||
Gains losses on extinguishment of debt | $ 508,700 | |||||||
Employee Benefits, Solutions, LLC, and US Benefits Alliance [Member] | Credit Agreement [Member] | Oak Street Funding LLC [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | $ 750,000 | |||||||
Debt description | Interest accrues at 5.00% on the basis of a 360-day year, maturing 120 months from the Amortization Date (September 25, 2018) | |||||||
Debt instrument, interest rate | 5.00% | |||||||
Debt issuance costs | $ 22,188 | |||||||
Commercial Coverage Solutions LLC [Member] | Oak Street Funding LLC [Member] | Senior Secured Amortizing Credit Facility [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | $ 1,025,000 | |||||||
Debt description | The borrowing rate under the Facility is a variable rate equal to Prime +1.50% and matures 10 years from the closing date | |||||||
Debt issuance costs | $ 25,506 | |||||||
Debt instrument term | 10 years | |||||||
Commercial Coverage Solutions LLC [Member] | Oak Street Funding LLC [Member] | Senior Secured Amortizing Credit Facility [Member] | Prime Rate [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt instrument, interest rate | 1.50% | 2.00% | ||||||
Commercial Coverage Solutions LLC [Member] | Oak Street Funding LLC [Member] | Term Loan [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Borrowings | $ 7,912,000 | |||||||
Debt description | The borrowing rates under the Facility is a variable rate equal to Prime + 2.00% and matures 10 years from the closing date | |||||||
Debt issuance costs | $ 181,125 | |||||||
Debt instrument term | 10 years |
SCHEDULE OF CONCENTRATIONS OF R
SCHEDULE OF CONCENTRATIONS OF REVENUES (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
BlueCross BlueShield [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk percentage | 19.00% | 25.10% |
Priority Health [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk percentage | 28.00% | 25.50% |
SIGNIFICANT CUSTOMERS (Details
SIGNIFICANT CUSTOMERS (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer [Member] | |
Concentration Risk [Line Items] | |
Total revenue | 10.00% |
SCHEDULE OF THE STOCK OPTIONS G
SCHEDULE OF THE STOCK OPTIONS GRANTED, FORFEITED OR EXPIRED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Non-vested Stock Options Outstanding, Outstanding at Beginning of Period | 233,917 | 229,833 |
Weighted Average Exercise Price Per Share, Outstanding at Beginning of Period | $ 15.43 | $ 15.43 |
Weighted Average Remaining Contractual Life (years), Outstanding at Beginning of Period | 3 years 7 months 17 days | 3 years 10 months 13 days |
Aggregate Intrinsic Value, Outstanding at Beginning of Period | $ 2,995,640 | |
Number of Stock Options Outstanding, Granted | 27,417 | |
Weighted Average Exercise Price Per Share, Granted | $ 30.86 | |
Weighted Average Remaining Contractual Life (years), Granted | 4 years 3 months 10 days | |
Aggregate Intrinsic Value, Granted | ||
Number of Stock Options Outstanding, Forfeited or expired | (70,004) | (23,333) |
Weighted Average Exercise Price Per Share, Forfeited or expired | $ 14.57 | $ 33.43 |
Weighted Average Remaining Contractual Life (years), Forfeited or expired | 2 years 8 months 4 days | 4 years 2 months 23 days |
Aggregate Intrinsic Value, Forfeited or expired | ||
Number of Stock Options Outstanding, Exercised | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Aggregate Intrinsic Value, Exercised | ||
Number of Stock Options Outstanding, Outstanding at End of Period | 163,913 | 233,917 |
Weighted Average Exercise Price, Outstanding at End of Period | $ 15.50 | $ 15.43 |
Weighted Average Remaining Contractual Life (years), Outstanding at End of Period | 2 years 7 months 9 days | 3 years 7 months 17 days |
Aggregate Intrinsic Value, Outstanding at End of Period |
SCHEDULE OF NON - VESTED STOCK
SCHEDULE OF NON - VESTED STOCK OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Non-vested Stock Options Outstanding, Outstanding at Beginning of Period | 159,542 | 212,333 |
Weighted Average Exercise Price Per Share, Outstanding at Beginning of Period | $ 13.39 | $ 15.43 |
Weighted Average Remaining Contractual Life (years), Outstanding at Beginning of Period | 2 years 6 months 10 days | 4 years 3 months 18 days |
Number of Non-vested Stock Options Outstanding, Granted | 27,417 | |
Weighted Average Exercise Price Per Share, Granted | $ 30.86 | |
Weighted Average Remaining Contractual Life (years), Granted | 4 years 3 months 10 days | |
Number of Non-vested Stock Options Outstanding, Vested | (49,732) | (56,875) |
Weighted Average Exercise Price Per Share, Vested | $ 13.76 | $ 13.39 |
Weighted Average Remaining Contractual Life (years), Vested | 9 months 25 days | 2 years 6 months 10 days |
Number of Non-vested Stock Options Outstanding, Forfeited or expired | (56,007) | (23,333) |
Weighted Average Exercise Price Per Share, Forfeited or expired | $ 14.57 | $ 33.43 |
Weighted Average Remaining Contractual Life (years), Forfeited or expired | 2 years 8 months 4 days | 4 years 2 months 23 days |
Number of Non-vested Stock Options Outstanding, Outstanding at End of Period | 53,803 | 159,542 |
Weighted Average Exercise Price, Outstanding at End of Period | $ 15.14 | $ 13.39 |
Weighted Average Remaining Contractual Life (years), Outstanding at ending of Period | 10 months 24 days | 2 years 6 months 10 days |
SCHEDULE OF ASSUMPTION OF BLACK
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expected dividend | ||
Minimum [Member] | ||
Exercise price | $ 0.16 | $ 0.16 |
Expected term | 3 years 3 months | 3 years 3 months |
Risk-free interest rate | 0.38% | 0.26% |
Estimated volatility | 293.07% | 293.07% |
Share Price | $ 0.12 | $ 0.12 |
Maximum [Member] | ||
Exercise price | $ 0.26 | $ 0.39 |
Expected term | 3 years 9 months | 3 years 9 months |
Risk-free interest rate | 2.43% | 2.43% |
Estimated volatility | 517.13% | 517.13% |
Share Price | $ 0.27 | $ 0.31 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Nov. 05, 2021 | May 01, 2021 | Feb. 11, 2021 | Jan. 21, 2021 | May 31, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 750,000,000 | 750,000,000 | ||||||||
Preferred stock, par value | $ 0.086 | $ 0.086 | ||||||||
Preferred stock voting rights description | Each share of Series A Convertible Preferred Stock shall have ten (10) votes per share and may be converted into ten (10) shares of $ | |||||||||
Preferred stock, shares outstanding | 0 | 395,640 | ||||||||
Preferred stock, shares issued | 0 | 395,640 | ||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | ||||||||
Common stock, par value | $ 0.086 | $ 0.086 | ||||||||
Stockholders' equity, reverse stock split | 1-for-85.71 reverse split | |||||||||
Fair value of shares issued to purchase software | ||||||||||
Number of shares of common stock | 2,070,000 | |||||||||
Issuance of common stock | $ 12,420,000 | 10,496,221 | $ 1,200,000 | |||||||
Number of value issued for services | $ 91,050 | $ 91,050 | ||||||||
Fair value of shares issued for acquisition | $ 1,000,000 | |||||||||
Common stock, shares outstanding | 10,956,109 | 4,241,028 | ||||||||
Number of options shares issued for employee | 27,417 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 years 7 months 17 days | 3 years 10 months 13 days | ||||||||
Number of shares option forfeitures | 70,004 | 23,333 | ||||||||
Stock compensation expense | $ 749,127 | $ 1,471,068 | ||||||||
Unrecognized compensation expense | $ 195,746 | $ 1,034,381 | ||||||||
Market value exercise price | $ 6.44 | $ 6.43 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,070,000 | |||||||||
Warrant description | The warrants were recorded at a value per the offering of $0.01. The warrants may be exercised at any point from the effective date until the 5-year anniversary of issuance and are not subject to standard anti-dilution provisions. The Series A Warrants are exercisable at a per share exercise price equal to 110% of the public offering price of one share of common stock and accompanying Series A Warrant, $6.00 | |||||||||
Warrant price per share | $ 0.01 | |||||||||
Compensation expense | $ 81,917 | |||||||||
Employees, Directors, and Consultants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock compensation expense | $ 576,160 | $ 1,304,401 | ||||||||
2019 Equity Incentive Plan [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares of common stock reserved | 163,913 | 700,000 | ||||||||
Number of options shares issued for employee | 23,333 | |||||||||
Number of employees | 4,083 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | |||||||||
Option term | 4 years | |||||||||
Total fair value | $ 2,541,360 | |||||||||
2019 Equity Incentive Plan [Member] | Service Provider [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total fair value | $ 3,386,156 | |||||||||
JP Kush And Associates Inc [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 14,925 | |||||||||
Fair value of shares issued for acquisition | $ 50,000 | $ 50,000 | ||||||||
Software and Software Development Costs [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued to purchase software | 23,338 | |||||||||
Fair value of shares issued to purchase software | $ 340,000 | |||||||||
Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued to purchase software | 23,338 | |||||||||
Fair value of shares issued to purchase software | $ 1,983 | |||||||||
Number of shares of common stock | 1,800,000 | |||||||||
Number of shares conversion | 633,333 | |||||||||
Number of shares issued for services | 15,000 | |||||||||
Number of value issued for services | $ 1,290 | |||||||||
Stock Issued During Period, Shares, Acquisitions | 46,667 | |||||||||
Fair value of shares issued for acquisition | $ 4,000 | |||||||||
Number of shares of compensation | $ 110,240 | |||||||||
Common Stock [Member] | Vendor [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued for services | 15,000 | |||||||||
Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share price | $ 6 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding | 0 | 395,640 | ||||||||
Preferred stock, shares issued | 0 | 395,640 | ||||||||
Reliance Global Holdings, LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt converted outstanding | $ 3,800,000 | |||||||||
Number of shares conversion | 633,333 | |||||||||
Conversion price per share | $ 6 | |||||||||
Reliance Global Holdings, LLC [Member] | Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares converted, value | 11,670 | 3,944,930 | ||||||||
Reliance Global Holdings, LLC [Member] | Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares converted | 1,167 | 394,493 |
SCHEDULE OF CALCULATIONS OF BAS
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (21,098,465) | $ (3,681,389) |
Basic and diluted weighted average shares outstanding | 10,097,052 | 4,183,625 |
Basic and diluted loss per common share: | $ (2.09) | $ (0.88) |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Stock conversion basis description | 10 for 1 basis | |
Share-based Payment Arrangement, Option [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Anti-dilutive securities | 163,913 | 233,917 |
Series A Preferred Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Anti-dilutive securities | 0 | 395,640 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details) | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 330,737 |
2023 | 256,267 |
2024 | 172,690 |
2025 | 112,923 |
2026 | 113,736 |
Thereafter | 268,196 |
Total undiscounted operating lease payments | 1,254,549 |
Less: Imputed interest | (173,214) |
Present value of operating lease liabilities | $ 1,081,335 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating Lease, Expense | $ 307,773 | $ 239,746 |
Operating Lease, Weighted Average Remaining Lease Term | 5 years 3 months 10 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 5.83% |
SCHEDULE OF EARN-OUT LIABILITY
SCHEDULE OF EARN-OUT LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | $ 2,931,418 | $ 2,850,050 |
Changes due to business combinations | 1,694,166 | 81,368 |
Changes due to payments | (452,236) | |
Changes due to fair value adjustments | (278,102) | |
Changes due to write-offs | (81,368) | |
Ending balance | 3,813,878 | 2,931,418 |
Commercial Solutions Of Insurance Agency LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | 81,368 | |
Changes due to business combinations | 81,368 | |
Changes due to payments | ||
Changes due to fair value adjustments | ||
Changes due to write-offs | (81,368) | |
Ending balance | 81,368 | |
Fortman Insurance Agency LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | 432,655 | 432,655 |
Changes due to business combinations | ||
Changes due to payments | ||
Changes due to fair value adjustments | 82,653 | |
Changes due to write-offs | ||
Ending balance | 515,308 | 432,655 |
Southwestern Montana Insurance Center Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | 522,553 | 522,553 |
Changes due to business combinations | ||
Changes due to payments | ||
Changes due to fair value adjustments | 93,416 | |
Changes due to write-offs | ||
Ending balance | 615,969 | 522,553 |
Altruis Benefits Consultants Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | 1,894,842 | 1,894,842 |
Changes due to business combinations | ||
Changes due to payments | (452,236) | |
Changes due to fair value adjustments | (449,738) | |
Changes due to write-offs | ||
Ending balance | 992,868 | 1,894,842 |
JP Kush And Associates Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | ||
Changes due to business combinations | 1,694,166 | |
Changes due to payments | ||
Changes due to fair value adjustments | (4,433) | |
Changes due to write-offs | ||
Ending balance | $ 1,689,733 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Dec. 22, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||||
Common stock par value | $ 0.086 | $ 0.086 | ||
Exercise price | 0.01 | |||
Number of shares of common stock, shares | 2,070,000 | |||
Preferred stock par value | $ 0.086 | $ 0.086 | ||
Equity Securities, FV-NI, Unrealized Loss | $ 17,652,808 | |||
[custom:WarrantCommitmentCurrent-0] | $ 37,652,808 | |||
[custom:SubscriptionReceivable-0] | $ 20,000,000 | |||
Common Stock [Member] | ||||
Loss Contingencies [Line Items] | ||||
Number of shares of common stock, shares | 1,800,000 | |||
Securities Purchase Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Warrant commitment description | On December 22, 2021 the Company entered into a securities purchase agreement with several institutional buyers for the purchase and sale of (i) warrants to purchase an aggregate of up to 9,779,952 shares of the Company’s common stock, par value $0.086 per share at an exercise price of $4.09 per share, (ii) an aggregate of 2,670,892 shares of Common Stock, and (iii) 9,076 shares of the Company’s newly-designated Series B convertible preferred stock, par value $0.086 per share, with a stated value of $1,000 per share, initially convertible into an aggregate of 2,219,084 shares of Common Stock at a conversion price of $4.09 per share in a private placement (the “Private Placement”). | |||
Common stock par value | $ 0.086 | |||
Aggregate purchase price of common shares, preferred shares and warrants | $ 20,000,000 | |||
Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | ||||
Loss Contingencies [Line Items] | ||||
Shares converted | 9,076 | |||
Preferred stock par value | $ 0.086 | |||
Share price per share | 1,000 | |||
Preferred stock conversion price | 4.09 | |||
Securities Purchase Agreement [Member] | Common Stock [Member] | ||||
Loss Contingencies [Line Items] | ||||
Exercise price | $ 4.09 | |||
Number of shares of common stock, shares | 2,670,892 | |||
Shares issued upon conversion | 2,219,084 | |||
Securities Purchase Agreement [Member] | Common Stock [Member] | Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Warrant to purchase shares | 9,779,952 |
SCHEDULE OF ACTUAL INCOME TAX R
SCHEDULE OF ACTUAL INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal rate | 21.00% | 21.00% |
State net of federal | 0.30% | 2.50% |
PPP loan forgiveness | 0.00% | 2.90% |
Non-deductible acquired intangible assets | 0.00% | 15.00% |
Return to provision | (0.10%) | 0.00% |
Rate Change | 0.40% | 0.00% |
Valuation allowance | (21.60%) | (41.40%) |
Effective income tax rate | 0.00% | 0.00% |
SCHEDULE OF DEFERRED INCOME TAX
SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 1,900,194 | $ 1,415,227 |
Stock based compensation | 725,546 | 540,086 |
Goodwill | (199,086) | (52,783) |
Intangibles | 459,441 | 225,434 |
Fixed assets | (56,691) | (37,976) |
Right of use assets | (333,347) | (99,560) |
Lease liabilities | 337,671 | 101,000 |
Other | 1,336 | 753 |
Total deferred tax assets | 2,835,065 | 2,092,181 |
Valuation allowance | (2,835,065) | (2,092,181) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Federal net operating loss carryforwards excluding indefinite life | $ 8,403,000 | |
Operating loss carryforward limitation | Federal Net Operating Loss Carry forwards, of which $1.3 million will begin to expire beginning 2031 | |
Income tax description | $7.1 million will not expire but are limited to use of 80% of current year taxable income | |
State net operating loss carry forwards | $ 2,722,000 | |
Change in valuation of allowance | $ 742,884 | $ 1,533,006 |
CARES Act [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Income Tax Examination, Description | Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but we have not analyzed it at this time as the deferred tax asset is fully reserved. On March 27, 2020, the US government signed the Coronavirus Aid, Relief and Economic Security (CARES) Act into law, a $2 trillion relief package to provide support to individuals, businesses and government organizations during the COVID-19 pandemic |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Due to related party | $ 353,766 | $ 4,666,520 |
Ownership percentage | 33.00% | 26.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Jan. 10, 2022 | Jan. 05, 2022 | Dec. 31, 2021 | Dec. 22, 2021 |
Subsequent Event [Line Items] | ||||
Warrant exercise price | $ 0.01 | |||
Subsequent Event [Member] | Medigap Health Insurance Company [Member] | ||||
Subsequent Event [Line Items] | ||||
Business combination, consideration transferred | $ 22,900,000 | |||
Securities Purchase Agreement [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrant exercise price | $ 4.09 | |||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from private placement | $ 20,000,000 | |||
Warrant term | 5 years | |||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Common Stock [Member] | Private Placement [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 244,539 | |||
Warrant exercise price | $ 4.09 |