Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | On March 30, 2023, Reliance Global Group, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Original 2022 10-K”), with the Securities and Exchange Commission (“SEC”). This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to: | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40020 | ||
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 | $ 21 | ||
Entity Common Stock, Shares Outstanding | 1,566,048 | ||
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, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 505,410 | $ 4,136,180 |
Restricted cash | 1,404,359 | 484,542 |
Accounts receivable | 1,067,544 | 1,024,831 |
Accounts receivable, related parties | 21,887 | 7,131 |
Other receivables | 16,852 | |
Prepaid expense and other current assets | 249,327 | 2,328,817 |
Total current assets | 3,265,379 | 7,981,501 |
Property and equipment, net | 186,883 | 130,359 |
Right-of-use assets | 1,182,079 | 1,067,734 |
Investment in NSURE, Inc. | 900,000 | 1,350,000 |
Intangibles, net | 13,757,370 | 7,078,900 |
Goodwill | 19,112,733 | 10,050,277 |
Other non-current assets | 23,284 | 16,792 |
Total assets | 38,427,729 | 27,675,563 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 1,457,967 | 2,759,160 |
Short term financing agreements | 154,017 | |
Chargeback reserve | 915,934 | |
Other payables | 1,476,113 | 81,500 |
Current portion of long-term debt | 1,118,721 | 913,920 |
Current portion of leases payable | 518,054 | 276,009 |
Earn-out liability, current portion | 2,153,478 | 3,297,855 |
Warrant commitment | 37,652,808 | |
Total current liabilities | 7,794,284 | 44,981,252 |
Loans payable, related parties, less current portion | 1,669,514 | 353,766 |
Long term debt, less current portion | 12,349,673 | 7,085,325 |
Leases payable, less current portion | 714,068 | 805,326 |
Earn-out liability, less current portion | 556,000 | 516,023 |
Warrant liabilities | 6,433,150 | |
Total liabilities | 29,516,689 | 53,741,692 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | ||
Common stock, $0.086 par value; 133,333,333 shares authorized and 1,219,573 and 730,407 issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 104,883 | 62,815 |
Additional paid-in capital | 35,798,139 | 27,329,201 |
Stock subscription receivable | (20,000,000) | |
Accumulated deficit | (26,991,983) | (33,458,145) |
Total stockholders’ equity (deficit) | 8,911,039 | (26,066,129) |
Total liabilities and stockholders’ equity | $ 38,427,729 | $ 27,675,563 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.086 | $ 0.086 |
Preferred stock, shares authorized | 750,000,000 | 750,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.086 | $ 0.086 |
Common stock, shares authorized | 133,333,333 | 133,333,333 |
Common stock, shares issued | 1,219,573 | 730,407 |
Common stock, shares outstanding | 1,219,573 | 730,407 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Commission income | $ 16,755,884 | $ 9,710,334 |
Total revenue | 16,755,884 | 9,710,334 |
Operating expenses | ||
Commission expense | 3,384,734 | 2,427,294 |
Salaries and wages | 8,592,051 | 4,672,988 |
General and administrative expenses | 6,717,889 | 3,589,221 |
Marketing and advertising | 2,584,895 | 325,838 |
Depreciation and amortization | 2,801,824 | 1,607,313 |
Goodwill impairment | 14,373,374 | |
Total operating expenses | 38,454,767 | 12,622,654 |
Loss from operations | (21,698,883) | (2,912,320) |
Other income (expense) | ||
Other expense, net | (899,913) | (533,337) |
Recognition and change in fair value of warrant liabilities | 29,064,958 | (17,652,808) |
Total other income (expense) | 28,165,045 | (18,186,145) |
Net income (loss) | $ 6,466,162 | $ (21,098,465) |
Basic and diluted earnings (loss) per share | $ (0.42) | $ (31.34) |
Weighted average number of shares outstanding – Basic and diluted | 1,094,989 | 673,137 |
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, 2020 | $ 33,912 | $ 24,315 | $ 340,000 | $ 11,898,441 | $ (12,359,680) | $ (63,012) | |
Balance, shares at Dec. 31, 2020 | 395,640 | 282,735 | 1,556 | ||||
Share based compensation | 658,077 | 658,077 | |||||
Shares issued due to public offering, net of offering costs of $1,672,852 | $ 10,320 | 9,098,828 | 9,109,148 | ||||
Shares issued due to public offering, shares | 120,000 | ||||||
Shares issued pursuant to acquisition of Kush | $ 86 | 49,914 | $ 50,000 | ||||
Shares issued pursuant to acquisition of Kush, shares | 995 | ||||||
Shares issued for vested stock awards, shares | |||||||
Net loss | (21,098,465) | $ (21,098,465) | |||||
Shares issued for services | $ 86 | 90,964 | 91,050 | ||||
Shares issued for services, shares | 1,000 | ||||||
Over-allotment shares from offering, net of offering costs of $250,928 | $ 1,548 | 1,364,825 | 1,366,373 | ||||
Over-allotment shares from offering, shares | 18,000 | ||||||
Warrants sold during public offering at quoted price | 20,700 | 20,700 | |||||
Shares issued due to conversion of preferred stock | $ (33,912) | $ 22,685 | 11,227 | ||||
Shares issued due to conversion of preferred stock, shares | (395,660) | 263,773 | |||||
Shares issued due to conversion of debt | $ 3,631 | 3,796,369 | 3,800,000 | ||||
Shares issued due to conversion of debt, shares | 42,222 | ||||||
Rounding shares related to initial public offering | $ 10 | (10) | |||||
Rounding shares related to initial public offering, shares | 20 | 126 | |||||
Shares issued pursuant to software purchase | $ 134 | $ (340,000) | 339,866 | ||||
Shares issued pursuant to software purchase, shares | 1,556 | (1,556) | |||||
Stock subscriptions | (20,000,000) | (20,000,000) | |||||
Balance at Dec. 31, 2021 | $ 62,815 | 27,329,201 | (20,000,000) | (33,458,145) | (26,066,129) | ||
Balance, shares at Dec. 31, 2021 | 730,407 | ||||||
Share based compensation | 1,249,873 | 1,249,873 | |||||
Shares issued due to public offering, net of offering costs of $1,672,852 | $ 781 | $ 15,313 | (16,043) | 20,000,000 | 20,000,051 | ||
Shares issued due to public offering, shares | 9,076 | 178,060 | |||||
Shares issued pursuant to acquisition of Kush | $ 3,475 | 4,759,976 | 4,763,451 | ||||
Shares issued pursuant to acquisition of Kush, shares | 40,402 | ||||||
Series A warrants | $ 2,150 | 2,472,850 | 2,475,000 | ||||
Series A warrants, shares | 25,000 | ||||||
Issuance of Series C warrants in exchange for common shares | $ (18,788) | 18,788 | |||||
Issuance of prefunded Series C Warrants in exchange for common shares, shares | (218,462) | ||||||
Shares issued for vested stock awards | $ 1,262 | (1,262) | |||||
Shares issued for vested stock awards, shares | 14,675 | ||||||
Issuance of common stock for conversion of Series C warrants | $ 18,788 | (17,452) | $ 1,336 | ||||
Issuance of common stock for conversion of Series C warrants, shares | 218,462 | ||||||
Issuance of common stock for conversion of Series D warrants | $ 7,002 | (6,207) | 795 | ||||
Issuance of common stock for conversion of Series D warrants, shares | 81,423 | ||||||
Issuance of common stock for conversion of Series B warrants | $ 143 | 12,357 | 12,500 | ||||
Issuance of common stock for conversion of Series B warrants, shares | 1,667 | ||||||
Warrant liability reclassified to equity upon exercise of Series B Warrants | 8,000 | 8,000 | |||||
Shares issued due to conversion of preferred stock | $ (781) | $ 12,723 | (11,942) | ||||
Shares issued due to conversion of preferred stock, shares | (9,076) | 147,939 | |||||
Net loss | 6,466,162 | 6,466,162 | |||||
Balance at Dec. 31, 2022 | $ 104,883 | $ 35,798,139 | $ (26,991,983) | $ 8,911,039 | |||
Balance, shares at Dec. 31, 2022 | 1,219,573 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
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, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 6,466,162 | $ (21,098,465) |
Adjustment to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 2,801,824 | 1,607,313 |
Goodwill impairment | 14,373,374 | |
Amortization of debt issuance costs and accretion of debt discount | 41,875 | 22,822 |
Non-cash lease expense | 36,442 | 7,329 |
Stock compensation expense | 1,249,873 | 749,127 |
Earn-out fair value and write-off adjustments | 524 | (359,470) |
Change in fair value of warrant liability | (29,064,958) | 17,652,808 |
Change in operating assets and liabilities: | ||
Accounts payables and other accrued liabilities | (1,304,652) | (531,123) |
Accounts receivable | 49,876 | (162,234) |
Accounts receivable, related parties | (14,756) | (7,131) |
Note receivables | 3,825 | |
Other receivables | (16,852) | 1,952 |
Other payables | 269,613 | 19,000 |
Chargeback reserve | (568,539) | |
Other non-current assets | (6,492) | (14,992) |
Prepaid expense and other current assets | 2,496,689 | (144,036) |
Net cash used in operating activities | (3,189,997) | (2,253,275) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from partial sale of investment in NSURE | 450,000 | |
Purchase of property and equipment | (71,212) | (71,108) |
Business acquisitions, net of cash acquired | (24,138,750) | (1,608,586) |
Purchase of intangibles | (882,350) | (619,666) |
Net cash used in investing activities | (24,642,312) | (2,299,360) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings of debt | ||
Principal repayments of debt | (875,010) | (887,455) |
Debt issuance costs | (214,257) | |
Loans acquired through acquisitions | 6,520,000 | |
Issuance of common shares in exchange for Series C and D warrants | 2,131 | |
Proceeds from loans payable, related parties | 1,500,000 | 2,931 |
Payments of loans payable, related parties | (184,252) | (515,685) |
Earn-out liability | (1,704,925) | (452,236) |
Exercise of warrants into common stock | 2,475,000 | |
Repayments on short term financing | (263,182) | |
Private Placement of shares and warrants | 17,853,351 | 10,496,221 |
Issuance of common shares in exchange for Series B warrants | 12,500 | |
Net cash provided by financing activities | 25,121,356 | 8,643,776 |
Net increase (decrease) in cash and restricted cash | (2,710,953) | 4,091,141 |
Cash and restricted cash at beginning of year | 4,620,722 | 529,581 |
Cash and restricted cash at end of year | 1,909,769 | 4,620,722 |
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS: | ||
Cash paid for interest | 863,936 | 456,482 |
Issuance of Series D warrants | 6,930,335 | |
Issuance of placement agent warrants | 1,525,923 | |
Prepaid insurance acquired through short-term financing | 417,199 | |
Conversion of preferred stock into common stock | 190,069 | 340,268 |
Conversion of debt into equity | 3,800,000 | |
Cashless conversion of Series D Warrants for common stock | 36,761 | |
Common stock issued pursuant to acquisition | 4,763,451 | 50,000 |
Common stock issued in lieu of services | 91,050 | |
Issuance of common stock pursuant to the purchase of software | 340,000 | |
Unpaid deferred transaction costs | 2,146,700 | |
Stock subscriptions | 20,000,000 | |
Acquisition of business deferred purchase price | 1,125,000 | |
Warrant liability reclassified to equity upon exercise of Series B Warrants | 8,000 | |
Lease assets acquired in exchange for lease liabilities | $ 628,004 | $ 861,443 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
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”), a related party acquired control of the Company. Ethos Media Network, Inc. was then renamed on October 18, 2018. On May 1, 2021, the Company acquired the assets of J.P. Kush and Associates, Inc., an independent healthcare insurance agency headquartered in Michigan (see Note 3). On January 10, 2022, the Company acquired the assets of Medigap Healthcare Insurance Company, LLC, an unaffiliated insurance brokerage company headquartered in Florida (see Note 3). On April 26, 2022, the Company acquired the assets of Barra & Associates, LLC., an unaffiliated full-service insurance agency headquartered in Illinois (see Note 3). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation 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, 2022, the Company’s reported cash and restricted cash aggregated balance was approximately $ 1,910,000 , current assets were approximately $ 3,265,000 , while current liabilities were approximately $ 7,794,000 . As of December 31, 2022, the Company had a working capital deficit of approximately $ 4,529,000 and stockholders’ equity of approximately $ 8,911,039 . For the year ended December 31, 2022, the Company reported net income of approximately $ 6,466,162 , offset by a non-cash, non-operating measurement gain on the warrant commitment of approximately $ 29,065,000 . The Company reported negative cash flows from operations of approximately $ 3,190,000 . The Company completed a capital offering in February 2021 and January 2022 that raised net proceeds of approximately $ 10,496,000 and $ 17,853,000 , respectively. As noted in Note 17 - Subsequent Events 3,446,000 Management believes the company’s financial position and continued ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are any conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”). 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 and Restricted 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 includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions. At times, some cash balances held in banks may exceed the Federal Deposit Insurance Corporation, or FDIC, standard deposit insurance limit of $ 250,000 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, 2022 December 31, 2021 Cash $ 505,410 $ 4,136,180 Restricted cash 1,404,359 484,542 Total cash and restricted cash $ 1,909,769 $ 4,620,722 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 ESTIMATED USEFUL LIVE 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, 2022 and 2021 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. Warrant Liabilities: Warrant Liabilities SCHEDULE OF EARN OUT LIABILITY December 22, 2022 December 22, 2021 Stock price $ 0.57 $ 6.44 Volatility 105.0 % 90 % Time to Expiry 4.01 5 Dividend yield 0 % 0 % Risk free rate 4.1 % 1.10 % The following reconciles the warrant liabilities for the years ended December 31, 2022 and 2021: SCHEDULE OF RECONCILES WARRANT COMMITMENT Years ended December 31, 2022 and 2021 Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Beginning balance, December 31, 2020 - - - - Initial recognition 20,244,497 - - 20,244,497 Unrealized (gain) loss 17,408,311 - - 17,408,311 Ending balance, December 31, 2021 $ 37,652,808 $ - $ - $ 37,652,808 Beginning balance, December 31, 2021 $ 37,652,808 $ - $ - $ 37,652,808 Initial recognition - 55,061,119 1,525,924 56,587,043 Unrealized (gain) loss 17,408,311 (48,668,869 ) (1,477,024 ) (32,737,582 )* Warrants exercised or transferred (55,061,119 ) (8,000 ) - (55,069,119 ) Ending balance, December 31, 2022 - 6,384,250 48,900 6,433,150 * Recognition and change in fair value of warrant liabilities per income statement is $ 29,064,958 3,672,624 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS December 31, 2022 December 31, 2021 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement The Company values its Level 3 earn-out liability related to the Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY December 31, 2022 WACC Risk Premium: 14.0 % Volatility 50.0 % Credit Spread: 7.7 % Payment Delay (days) 90 Risk free rate USD Yield Curve Discounting Convention: Mid-period Number of Iterations 100,000 Undiscounted remaining earn out payments are approximately $ 2,967,592 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE December 31, December 31, Beginning balance – January 1 $ 3,813,878 $ 2,931,418 Acquisitions and Settlements (1,104,925 ) 1,160,562 Period adjustments: Fair value changes included in earnings * 524 (278,102 ) Ending balance $ 2,709,478 $ 3,813,878 Less: Current portion (2,153,478 ) (3,297,855 ) Ending balance, less current portion 556,000 516,023 * Recorded as a reduction to general and administrative expenses 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, 2022, and 2021, unamortized deferred financing costs were $ 313,829 134,528 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 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 9, Warrant Liabilities 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 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. The Company also earns revenue in the “Insurance Marketing” space as discussed further below. 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. Insurance Marketing revenue recognition: Medigap, a consolidated wholly owned subsidiary of the Company earns commission revenue by selling bound insurance policies with all renewal rights to insurance marketing organizations (the “IM Customer”). The IM Customers utilize innovative actuarial models to value and price policies purchased based on future projections. IM Customers pay a one-time commission per policy purchased to selling agencies based on a pre-agreed formula outlined in the parties’ contractual agreement. Commission payments are subject to chargeback in the event a policy is cancelled or lapses within 3 months of a policy’s effective date or until the first three payments are received from the insured party, depending on the IM Customer Contract. The Company identifies a contract when it has a binding agreement to sell issued insurance policies to the IM Customer. There is one performance obligation in IM Customer contracts, to sell the rights in Company procured issued insurance policies to the IM Customer. The performance obligation is satisfied when the rights to an issued policy have been transferred to the IM Customer. Transaction price is stated in a contract and is a set range of commission amounts based on each policy sold. There are two variable components to consideration received: a) Commissions are only earned once a policy is “Placed”, defined as, an active policy sold to the IM Customer where the IM Customer has received the initial insurance carrier payment with respect to such policy. The Company requires end-user insured parties to pay the initial premium to the insurance carrier upon issuance of a policy. Insurance carrier in turn pays IM Customer its initial payment soon thereafter. Thus, upon sale of an issued policy to IM Customer, the Company has provided a bound issued policy and ensured first premium payment has been completed by insured party. This results in virtual assurance that the IM Customer will receive its initial insurance carrier payment, and it is more than probable that a significant revenue reversal will not occur. The Company thus considers all policies sold to the IM Customer to be Placed for revenue recognition purposes. b) Commission revenue is subject to chargeback in full if a policy is cancelled or lapses within three months from the policy effective date or if the insured party does not make the first three payments of the policy. The Company uses historical activity as well as current factors to estimate the unconstrained variable consideration for recognition per the expected value method. A chargeback reserve liability is credited for the difference between cash consideration received and variable consideration recognized. At each reporting period, the Company remeasures the chargeback reserve liability and recognizes any change as an increase or decrease to the then current period revenue. As of March 31, 2022 and December 31, 2021, the chargeback reserve liability was $1,585,435 and $0, respectively. With one performance obligation, allocation of transaction price is normally not necessary. The Company recognizes revenue at a point in time when it satisfies its performance obligation and control of an insurance policy transfers to the IM Customer. Transfer of control occurs when the Company submits the Policy to the IM Customer. IM Customers generally pay the Company weekly, and accruals are recorded as necessary at period end. Other revenue policies: 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 31, 2022 Medical/Life Property and Casualty Total Regular EBS $ 798,412 $ - $ 798,412 USBA 52,470 - 52,470 CCS/UIS - 254,325 254,325 Montana 1,868,137 - 1,868,137 Fortman 1,274,649 842,961 2,117,610 Altruis 4,044,449 - 4,044,449 Kush 1,536,456 - 1,536,456 Medigap 4,994,002 - 4,994,002 RELI Exchange 312,239 777,784 1,090,023 Revenue $ 14,880,814 $ 1,875,070 $ 16,755,884 Year ended December 31, 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 Revenue $ 8,417,939 $ 1,292,395 $ 9,710,334 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. To the extent possible, the Company will estimate and recognize expected forfeitures. 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, 2022, or 2021. 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 and equity accounts in relation to historical purchase price allocation accounting and adjustments to true up retained earnings for certain historical accrued revenues. 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 As reported Adjustment 12/31/2020 Adjusted Goodwill 9,265,070 (503,345 ) 8,761,725 Accumulated Deficit (12,482,281 ) 122,601 (12,359,680 ) 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 adopted ASU 2020-06 on January 1, 2023, which did not have a material impact on the consolidated financial statements. 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 ma |
STRATEGIC INVESTMENTS AND BUSIN
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS | NOTE 3. STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS To date, we have acquired ten insurance brokerages (see table below), including both acquisitions of affiliated companies ( i.e. Acquired Reliance 100% Controlled Entity Date Location Line of Business Status U.S. Benefits Alliance, LLC (USBA) US Benefits Alliance, LLC October 24, 2018 Michigan Health Insurance Affiliated Employee Benefit Solutions, LLC (EBS) Employee Benefits Solutions, LLC October 24, 2018 Michigan Health Insurance Affiliated Commercial Solutions of Insurance Agency, LLC (CCS or Commercial Solutions) Commercial Coverage Solutions LLC December 1, 2018 New Jersey P&C – Trucking Industry Unaffiliated Southwestern Montana Insurance Center, Inc. (Southwestern Montana or Montana or SWMT) Southwestern Montana Insurance Center, LLC April 1, 2019 Montana Group Health Insurance Unaffiliated Fortman Insurance Agency, LLC (Fortman or Fortman Insurance or FIS) Fortman Insurance Solutions, LLC May 1, 2019 Ohio P&C and Health Insurance Unaffiliated Altruis Benefits Consultants, Inc. (Altruis or ABC) Altruis Benefits Corporation September 1, 2019 Michigan Health Insurance Unaffiliated UIS Agency, LLC (UIS) UIS Agency, LLC August 17, 2020 New York Health Insurance Unaffiliated J.P. Kush and Associates, Inc. (Kush) Kush Benefit Solutions, LLC May 1, 2021 Michigan Health Insurance Unaffiliated Medigap Healthcare Insurance Company, LLC (Medigap) Medigap Healthcare Insurance Agency LLC January 10, 2022 Florida Health Insurance Unaffiliated Barra & Associates, LLC (Barra) RELI Exchange, LLC April 26, 2022 Illinois P&C and Health Insurance Unaffiliated J.P. Kush and Associates, Inc. Transaction On May 1, 2021, we entered into a Purchase Agreement with J.P. Kush and Associates, Inc. whereby we purchased 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 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 Trade name and trademarks was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trade name, a pre-tax royalty rate of 5.85 14.09 Customer relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 14.09 Non-competition agreements were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 14.09 Goodwill of $ 1,288,552 58,092 500,000 219,097 Pro Forma Information The results of operations of Kush will be included in the Company’s consolidated financial statements as of the date of acquisition through the current period end. The following approximate Company combined supplemental pro-forma financial information assumes that the acquisition had occurred at the beginning of the year ended 2021: SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION December 31, 2021 Revenue $ 10,090,683 Net Income (Loss) $ (20,931,568 ) Earnings (Loss) per common share, basic $ (31.10 ) Earnings (Loss) per common share, diluted $ (31.10 ) Medigap Healthcare Insurance Agency, LLC Transaction On January 10, 2022, pursuant to an asset purchase agreement, dated December 21, 2021, we completed the acquisition of all of the assets of Medigap Healthcare Insurance Company, LLC (“Medigap”) for a purchase price of $ 20,096,250 18,138,750 40,402 The acquisition of Medigap 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 acquisition of Medigap was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Property, plant and equipment $ 20,666 6 Right-of-use asset 317,787 Trade name and trademarks 340,000 15 Customer relationships 4,550,000 12 Technology 67,000 3 Backlog 210,000 1 Chargeback reserve (1,484,473 ) Lease liability (317,787 ) Goodwill 19,199,008 Indefinite $ 22,902,201 Trade name was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trade name, a pre-tax royalty rate of 0.5% 11.0% Customer relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 11.0% Technology was measured at fair value using the cost replacement method of the cost approach. Significant inputs used to measure the fair value include an estimate of cost to replace, an obsolescence rate of 40.3% The value assigned to backlog acquired was estimated based upon the contractual nature of the backlog as of the acquisition date, using the income approach to discount back to present value the cash flows attributable to the backlog, using a discount rate of 11.0% Goodwill of $ 19,199,008 94,065 The approximate revenue and net profit or loss for the acquired business as a standalone entity per ASC 805 from January 10, 2022 to December 31, 2022 was $ 4,994,002 1,127,088 Pro Forma Information The results of operations of Medigap will be included in the Company’s consolidated financial statements as of the date of acquisition through the current period end. The following approximate Company combined supplemental pro-forma financial information assumes that the acquisition had occurred at the beginning of the years ended December 31, 2022 and 2021: SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION December 31, December 31, 2022 2021 Revenue $ 17,122,459 $ 14,823,837 Net Income (Loss) $ 20,853,020 $ (20,910,374 ) Earnings (Loss) per common share, basic $ (0.41 ) $ (29.31 ) Earnings (Loss) per common share, diluted $ (0.41 ) $ (29.31 ) Barra & Associates, LLC Transaction On April 26, 2022, we entered into an asset purchase agreement (the “APA”) with Barra & Associates, LLC (“Barra”) pursuant to which the Company purchased all of the assets of Barra & Associates, LLC on April 26, 2022 for a purchase price in the amount of $ 7,725,000 6,000,000 1,125,000 600,000 6,520,000 The acquisition of Barra was accounted for as a business combination in accordance with the acquisition method pursuant to FASB Topic No. 805, Business Combination (ASC 805). Accordingly, the total purchase consideration was allocated to the assets acquired, and liabilities assumed 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 preliminary allocation of the purchase price in connection with the acquisition of Medigap was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Acquired accounts receivable $ 92,585 Property, plant and equipment 8,593 7 Right-of-use asset 122,984 Trade names 22,000 4 Customer relationships 550,000 10 Developed technology 230,000 5 Agency relationships 2,585,000 10 Lease liability (122,984 ) Goodwill 4,236,822 Indefinite $ 7,725,000 Trade name was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trade name, a pre-tax royalty rate of 0.5% 19.5% Customer and Agency relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 19.5% Developed technology was measured at fair value using the cost replacement method of the cost approach. Significant inputs used to measure the fair value include an estimate of cost to replace, an obsolescence rate of 28.6% Goodwill of $ 4,236,822 72,793 The approximate revenue and net profit or loss for the acquired business as a standalone entity per ASC 805 from April 26, 2022 to December 31, 2022 was $ 1,090,023 (393,708) Pro Forma Information The results of operations of Barra will be included in the Company’s consolidated financial statements as of the date of acquisition through the current period end. The following supplemental pro forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the nine months ended December 31, 2022 and 2021: SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION December 31, December 31, 2022 2021 Revenue $ 17,303,506 $ 11,409,850 Net Income (Loss) $ 6,700,594 $ (20,370,917 ) Earnings (Loss) per common share, basic $ (0.21 ) $ (30.26 ) Earnings (Loss) per common share, diluted $ (0.21 ) $ (30.26 ) |
INVESTMENT IN NSURE, INC
INVESTMENT IN NSURE, INC | 12 Months Ended |
Dec. 31, 2022 | |
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”), which was further amended on October 8, 2020, and as amended provides that the Company may invest up to an aggregate of $ 5,700,000 928,343 During the course of calendar year 2020 and by October 8, 2020, the Company funded the first tranche, $ 1,350,000 394,029 209,075 6.457 325,239 9.224 The Company did not fund tranches two and three in the required timeframes, thus, the Company relinquished its rights under the contract to any additional NSURE shares aside for the ones already acquired with tranche one. During the fourth quarter of the year ended December 31, 2022, the Company sold 131,345 450,000 262,684 The Company measures the NSURE shares subsequent to acquisition in accordance with ASC 321-10-35-2, at cost less impairment since no readily determinable fair value is available to the Company. The investment is reviewed for impairment at each reporting period by qualitatively assessing any indicators demonstrating fair value of the investment is less than carrying value. The Company did not observe any price changes resulting from orderly transactions for identical or similar assets for the years ended December 31, 2022 or 2021. ASC 321-10-50-4 further requires an entity to disclose unrealized gains and losses for periods that relate to equity securities held at a reporting date. To date, the Company has not recognized any unrealized gains or losses on the NSURE security. In accordance with ACS 321-10-35-3, the Company performed a qualitative assessment to determine if the investment may be impaired. After considering the indicators contained in ASC 321-10-35-3a –3e, the Company determined that the investment was not impaired. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, Computer equipment $ 107,195 $ 72,110 Office equipment and furniture 51,532 36,157 Leasehold Improvements 127,497 89,819 Property and equipment 286,224 198,086 Less: Accumulated depreciation (99,341 ) (67,727 ) Property and equipment, net $ 186,883 $ 130,359 Depreciation expense associated with property and equipment, is included within depreciation and amortization in the Company’s consolidated statements of operations and is, $ 43,945 19,912 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS In accordance with ASC 350-20-35-45, all the Company’s goodwill is assigned to a single operating and reporting unit. All of the acquisitions made by the Company are in one general insurance agency industry and 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 Executive Officer (“CEO”) on a quarterly basis. Additionally, the CEO who is responsible for the strategic direction of the Company reviews the operations of the insurance agency business collectively, as opposed to office by office. For the year ended December 31, 2022, due to a declining market cap, the Company performed a goodwill impairment test utilizing the Market Approach – Traded Market Value Method, concluding that the Company’s fair value and resultant net assets, implied a goodwill balance of $ 19.1 33.4 14,373,374 The following table rolls forward the Company’s goodwill balance for the periods ending December 31, 2022 and 2021. SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill 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 Goodwill recognized in connection with Medigap acquisition on January 10, 2022 19,199,008 Goodwill recognized in connection with Barra acquisition on April 26, 2022 4,236,822 Goodwill Impairment (14,373,374 ) December 31, 2022 $ 19,112,733 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, 2022: SCHEDULE OF INTANGIBLE OF 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 4.4 $ 2,146,188 $ (991,240 ) $ 1,154,948 Internally developed software 4.1 1,635,178 (285,743 ) 1,349,435 Customer relationships 9.0 11,922,290 (2,076,086 ) 9,846,204 Purchased software 0.4 665,137 (583,744 ) 81,393 Video Production Assets 0.0 50,000 (50,000 ) - Non-competition agreements 1.9 3,504,810 (2,179,420 ) 1,325,390 Contracts backlog 0.0 210,000 (210,000 ) - $ 20,133,603 $ (6,376,233 ) $ 13,757,370 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: 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 Amortization expense, is, $ 2,757,879 1,587,401 The following table reflects expected amortization expense as of December 31, 2022, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLE ASSETS Years ending December 31, Amortization Expense 2023 $ 2,557,940 2024 2,179,838 2025 1,785,882 2026 1,525,785 2027 1,192,530 Thereafter 4,515,395 Total $ 13,757,370 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
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, $ 1,221,336 $ 547,117 Accrued expenses 131,334 2,170,215 Accrued credit card payables 58,120 36,103 Other accrued liabilities 47,177 5,725 Accounts payable and other accrued liabilities $ 1,457,967 $ 2,759,160 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
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, variable interest of Prime Rate plus 2.5 August 2028 12,388 14,606 $ 426,883 $ 485,317 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5 December 2028 15,076 17,626 693,682 785,826 Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0 April 2029 9,206 11,027 788,596 884,720 Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0 May 2029 , 36,843 42,660 1,987,846 2,226,628 Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0 September 2029 42,129 48,609 3,249,575 3,616,754 Oak Street Funding LLC Term Loan, variable interest of Prime Rate plus 2.5 May 2032 198,188 0 6,321,812 - 13,468,394 7,999,245 Less: current portion (1,118,721 ) (913,920 ) Long-term debt $ 12,349,673 $ 7,085,325 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 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 On April 26, 2022 the Company entered into a secured promissory note (the Note) with Oak Street Funding LLC subject to the terms of the Master Credit Agreement, whereby the Company borrowed $ 6,250,000 May 25, 2032 2.500 214,257 Aggregated cumulative maturities of long-term obligations (including the Term Loan and the Facility), excluding deferred financing costs, as of December 31, 2022 are: SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES Fiscal year ending December 31, Maturities of 2023 $ 1,118,569 2024 1,431,933 2025 1,582,287 2026 1,744,442 2027 1,923,234 Thereafter 5,981,758 Total 13,782,223 Less debt issuance costs (313,829 ) Total $ 13,468,394 Short-Term Financings The Company has various short-term notes payable for financed items such as insurance premiums and CRM software purchases. Total financed for the year ended December 31, 2022 and 2021 respectively was approximately $ 482,000 0 0 8 154,000 0 |
WARRANT LIABILITIES
WARRANT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liabilities | |
WARRANT LIABILITIES | NOTE 9. WARRANT LIABILITIES Series B Warrants On December 22, 2021, the Company entered into a securities purchase agreement (SPA) with several institutional buyers for the purchase and sale of (i) warrants to purchase up to an aggregate of 651,997 shares of the Company’s common stock, par value $ 0.086 per share at an exercise price of $ 61.35 per share, (ii) an aggregate of 178,060 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 147,939 shares of Common Stock at a conversion price of $61.35 per share, each a freestanding financial instrument, (the “Private Placement”). The aggregate purchase price for the Common Shares, the Preferred Shares and the Warrants was approximately $ 20,000,000 . 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. 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 The Company initially measured the derivative liability at its fair value and will subsequently remeasure the derivative liability, at fair value with changes in fair value recognized in earnings. An option pricing model was utilized to calculate the fair value of the Warrant Commitment. The Company initially recorded $ 17,408,311 The Private Placement closed on January 4, 2022, at which time the Company remeasured the derivative liability for the warrants issued in the transaction, recognizing $ 17,408,311 55,061,119 Pursuant to the terms of the SPA, due to a non-Private Placement related dilutive share issuance, effective December 27, 2022, the Series B Warrants outstanding increased to 1,333,333 7.50 1,667 1,667 12,500 1,331,667 For the years ended December 31, 2022 and 2021, net fair value (gains) and losses recognized for the Series B Warrants were, ($ 48,668,869 0 6,384,250 0 Placement Agent Warrants In connection with the Private Placement, the Company issued 16,303 warrants to the placement agent for the Private Placement. The warrants were issued as compensation for the Placement Agent’s services. The Placement Agent Warrants (PAW) are: (i) exercisable on any day after the six (6) month anniversary of the issue date, (ii) expire five years after the closing of the Private Placement, and (iii) exercisable at $ 61.35 per share. The Placement Agent Warrants contain terms that may require the Company to transfer assets to settle the warrants. Therefore, the Placement Agent Warrants are classified as a derivative liability, initially measured at fair value of $ 1,525,923 on the date of issuance and will be remeasured each accounting period with the changes in fair value reported in earnings. The Placement Agent Warrants are considered financing expense fees paid to the Placement Agent in relation to a derivative liability measured at fair value, thus, are included along with non-operating unrealized gains and losses in the recognition and change in fair value of warrant liabilities account in the consolidated statements of operations. For the years ended December 31, 2022 and 2021, net fair value (gains) and losses recognized for the PAW were, ($ 1,477,024 0 48,900 0 |
SIGNIFICANT CUSTOMERS
SIGNIFICANT CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT CUSTOMERS | NOTE 10. SIGNIFICANT CUSTOMERS Carriers representing 10 SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier December 31, December 31, LTC Global 28 % - % BlueCross BlueShield 9 % 19 % Priority Health 16 % 28 % No other single insurance carrier accounted for more than 10 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 11. 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 par value common stock. The holders of the Series A Convertible Preferred Stock shall be entitled to receive, when, if and as declared by the Board, out of funds legally available therefore, cumulative dividends payable in cash. The annual interest rate at which cumulative preferred dividends will accrue on each share of Series A Convertible Preferred Stock is 0%. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution of assets of the Corporation shall be made to or set apart for the holders of the Common Stock and subject and subordinate to the rights of secured creditors of the Company, the holders of Series A Preferred Stock shall receive an amount per share equal to the greater of (i) one dollar ($1.00), adjusted for any recapitalization, stock combinations, stock dividends (whether paid or unpaid) On February 11, 2021, Reliance Global Holdings, LLC, a related party, converted 394,493 262,995 On November 5, 2021, Reliance Global Holdings, LLC, a related party, converted 1,167 778 As of December 31, 2022 and 2021, all Series A Convertible Preferred Stock have been converted and none remain outstanding. In January 2022, the Company issued 9,076 16 During August 2022, all 9,076 Series B Convertible Preferred Stock were converted by third parties into 147,939 shares of common stock. As of December 31, 2022 and 2021, all Series B Convertible Preferred Stock have been converted and none remain outstanding. Common Stock The Company has been authorized to issue 133,333,333 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 1,556 340,000 In February 2021, the Company issued 138,000 12,420,000 In February 2021, Reliance Global Holdings, LLC, a related party, converted $ 3,800,000 42,222 6.00 42,222. In March 2021, the Company issued 1,000 91,050 In May 2021, the Company issued 995 50,000 In January 2022, the Company issued 178,060 Warrant Liabilities In January 2022, the Company issued 40,402 In January 2022, upon agreement with Series A warrant holders, 25,000 99.00 25,000 In March 2022, the Company issued 400 400 In May and June 2022, 218,462 218,462 In July 2022, 81,423 81,423 In December 2022, the Company issued 14,275 14,275 In December 2022, upon agreement with Series B warrant holders, 1,667 7.50 into 1,667 12,500 As of December 31, 2022 and December 31, 2021, there were 1,219,573 730,407 Warrants Series A Warrants In conjunction with the Company’s initial public offering, the Company issued 138,000 0.15 110 90.00 25,000 113,000 138,000 Series C and D Warrants In January 2022, as a result of the Private Placement and the Medigap Acquisition, the Company received a deficiency notification from Nasdaq indicating violation of Listing Rule 5365(a). As part of its remediation plan, in March 2022, the Company entered into Exchange Agreements with the holders of common stock issued in January 2022. Pursuant to the Exchange Agreements, the Company issued 218,462 218,462 81,500 Earnings (Loss) Per Share The Series C and D Warrants are equity classified pursuant to the warrant agreement provisions that permit holders to obtain a fixed number of shares for a fixed monetary amount. The warrants are standalone equity securities that are transferable without the Company’s consent or knowledge. The warrants expire on the fifth anniversary of the respective issuance dates and are exercisable at a per share exercise price equal to $ 0.015 In May and June 2022, the 218,462 218,462 0.015 1,336 In July 2022, the 81,500 81,472 0.015 795 Equity Incentive Plan During the year ended December 31, 2019, the Company adopted the Reliance Global Group, Inc. 2019 Equity Incentive Plan (the “Plan”) under which various forms of equity awards can be granted to employees, directors, consultants, and service providers. Awards include but are not limited to, restricted stock, restricted stock units, performance shares and stock options. A total of 46,667 shares of common stock were reserved for issuance under the Plan, and as of December 31, 2022, 32,391 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 shares and 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 shares and options granted hereunder is within the discretion of the Board. Stock Options: 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, 2022 and 2021 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, 2021 10,928 $ 232.78 2.61 $ - Granted - - - - Forfeited or expired - - - - Exercised - - - - Outstanding at December 31, 2022 10,928 $ 232.78 1.61 - Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 15,594 $ 231.45 3.63 $ - Granted - - - - Forfeited or expired (4,667 ) $ 218.56 2.68 - Exercised - - - - Outstanding at December 31, 2021 10,928 $ 232.78 2.61 - The following is a summary of the Company’s non-vested stock options as of December 31, 2022 and 2021 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, 2021 3,587 $ 227.78 0.90 Granted - - - Vested (3,315 ) 14.89 1.71 Forfeited or expired - - - Non-vested at December 31, 2022 271 $ 18.25 2.27 Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2020 10,636 $ 200.85 2.53 Granted - - - Vested (3,315 ) 206.40 0.82 Forfeited or expired (3,734 ) 218.55 2.68 Non-vested at December 31, 2021 3,587 $ 227.78 0.90 For the years ended December 31, 2022 and 2021, the Board did not approve any options to be issued pursuant to the Plan. During the years ended December 31, 2022 and 2021, various employee terminations occurred resulting in option forfeitures of $ 0 70,004 As of December 31, 2022, the Company determined that the options granted and outstanding had a total fair value of $ 2,421,960 178,579 of compensation expense relating to the stock options granted to employees, directors, and consultants. As of December 31, 2022, unrecognized compensation expense totaled $ 17,166 which will be recognized on a straight-line basis over the vesting period or requisite service period through February 2024. The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on December 31, 2022. The market value as of December 31, 2022 was $ 8.55 As of December 31, 2021, the Company determined that the options granted and outstanding had a total fair value of $ 2,421,960 576,160 195,746 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 $ 96.60 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 splits: SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Year Ended Year Ended Exercise price $ 0.16 0.26 $ 0.16 0.26 Expected term 3.25 3.75 3.25 3.75 Risk-free interest rate 0.38 2.43 % 0.38 2.43 % Estimated volatility 293.07 517.13 % 293.07 517.13 % Expected dividend - - Equity-based Compensation The Plan provides for various forms of stock awards. Between February and May 2022, three existing employees and/or executives were awarded restricted shares totaling 12,460 766,250, Pursuant to an agreement in April 2022, further amended in October 2022 between the Company and an executive, the executive was granted 7,418 180,546 32,131 667 Pursuant to an equity-based compensation program at one of the Company’s subsidiaries which provides agents the ability to earn and receive restricted stock awards upon completion of agreed upon service requirements, the Company granted 21,615 249,650 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-based compensation expense for the years ended December 31, 2022 and 2021 was $ 1,249,873 749,127 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 12. 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. The following calculates basic and diluted EPS: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS 2022 2021 For the Years Ended December 31, 2022 2021 Net income (loss) $ 6,466,162 $ (21,098,465 ) Deemed dividend (6,930,335 ) - Net loss $ (464,173 ) $ (21,098,465 ) Weighted average common shares 1,094,781 673,137 Effect of weighted average vested stock awards 208 - Basic and diluted weighted average shares outstanding 1,094,989 673,137 Basic and diluted loss per common share: $ (0.42 ) $ (31.34 ) Additionally, the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common share: SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES 2022 2021 For the years ended December 31, 2022 2021 Shares subject to outstanding common stock options 10,928 10,928 Shares subject to outstanding Series A warrants 113,000 - Shares subject to outstanding Series B Warrants and PAW 1,347,970 - Shares subject to unvested stock awards 6,576 - |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | NOTE 13. 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, 2022 and 2021 was $ 598,422 307,773 3.82 5.67 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 2023 $ 570,275 2024 269,908 2025 144,124 2026 113,738 2027 117,150 Thereafter 151,053 Total undiscounted operating lease payments 1,366,248 Less: Imputed interest 134,126 Present value of operating lease liabilities $ 1,232,122 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14. COMMITMENTS AND CONTINGENCIES 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, 2022 and 2021. 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 several 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 for the respective years ended December 31, 2022 and 2021: SCHEDULE OF EARN-OUT LIABILITY CCS Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2021 $ - $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Changes due to business combinations - - - - - 600,000 600,000 Changes due to payments - (34,430 ) (326,935 ) (84,473 ) (1,259,087 ) (1,704,925 ) Changes due to fair value adjustments - 186,122 210,967 (73,452 ) (283,112 ) (40,000 ) 525 Ending balance December 31, 2022 $ - $ 667,000 $ 500,000 $ 834,943 $ 147,534 $ 560,000 $ 2,709,478 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 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. 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15. 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 -7.9 % 0.3 % Non-taxable change in fair value of warrant commitment -106.3 % 0.0 % Goodwill impairment 46.7 % - % Rate Change -4.1 % 0.4 % Other 2.2 % 0.0 % Valuation allowance 48.5 % (-21.6 )% 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, 2022 and 2021. 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 $ 4,938,164 $ 1,900,194 Stock based compensation 1,148,836 725,546 Goodwill (771,631 ) (199,086 ) Intangibles 745,227 459,441 Fixed assets (99,002 ) (56,691 ) Right of use assets (300,616 ) (333,347 ) Lease liabilities 313,342 337,671 Other 1,525 1,336 Total deferred tax assets 5,975,846 2,835,065 Valuation allowance (5,975,846 ) (2,835,065 ) Net deferred tax assets $ - $ - The Company has approximately $ 19,784,000 Federal Net Operating Loss Carry forwards, of which $1.3 million will begin to expire beginning 2031 $18.5 million will not expire but are limited to use of 80% of current year taxable income The Company has approximately $ 15,264,000 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 During the year ended December 31, 2022 and 2021, the valuation allowance increased $ 3,140,780 742,884 The tax periods ending December 31, 2019, 2020 and 2021 are open for examination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16. 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, 2022, and the 2021 the related party loan payable was $ 100,724 353,766 At December 31, 2022 and 2021, Reliance Holdings owned approximately 24 33 On September 13, 2022, the Company issued a promissory note to YES Americana Group, LLC, a related party entity for the principal sum of $ 1,500,000 January 15, 2024 0 5% per annum thereafter, payable monthly |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS Effective January 1, 2023, the Company’s Board of Directors promoted its then-current Chief Accounting Officer, Joel Markovits, to the position of Chief Financial Officer. Pursuant to the terms of the promotion letter entered into by the Company and Mr. Markovits on December 28, 2022, Mr. Markovits will receive an annual base salary of $ 275,000 40,000 As previously disclosed, the Company issued a promissory note to YES Americana Group, LLC (“Americana”), a related party entity, for the principal sum of $ 1,500,000 On February 7, 2023, the Company and Americana entered into an amendment to the Note pursuant to which (i) the principal amount of the Note was increased to $1,845,000 as a result of Americana’s funding of an additional $345,000 to the Company during the period of January 23, 2023 through February 2, 2023, (ii) the maturity date of the Note was amended to January 15, 2026, (iii) the interest rate under the Note shall not increase after the maturity date, and (iv) the Note can be converted at any time, at the option of Americana, into shares of the Company’s common stock, par value $0.086 per share (the “Common Stock”). The conversion price under the Note is equal to the Nasdaq minimum price, which is the lower of: (i) the closing price of the Common Stock (as reflected on Nasdaq.com) immediately preceding the signing of the Amendment; or (ii) the average closing price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the Amendment 645,000 1,001,148 0.086 On February 23, 2023, pursuant to authority granted by the Board of Directors of the Company, the Company implemented a 1-for-15 reverse split of the Company’s authorized and issued and outstanding common stock (the “Reverse Split-2023”). The par value remains unchanged. All share and per share information as well as common stock and additional paid-in capital have been retroactively adjusted to reflect the Reverse Split-2023 for all periods presented, unless otherwise indicated. On March 13, 2023, the Company entered into a securities purchase agreement with one institutional buyer for the purchase and sale of, subject to customary closing conditions, (i) an aggregate of 155,038 0.086 897,594 2,105,264 52,632 8% 95,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation 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, 2022, the Company’s reported cash and restricted cash aggregated balance was approximately $ 1,910,000 , current assets were approximately $ 3,265,000 , while current liabilities were approximately $ 7,794,000 . As of December 31, 2022, the Company had a working capital deficit of approximately $ 4,529,000 and stockholders’ equity of approximately $ 8,911,039 . For the year ended December 31, 2022, the Company reported net income of approximately $ 6,466,162 , offset by a non-cash, non-operating measurement gain on the warrant commitment of approximately $ 29,065,000 . The Company reported negative cash flows from operations of approximately $ 3,190,000 . The Company completed a capital offering in February 2021 and January 2022 that raised net proceeds of approximately $ 10,496,000 and $ 17,853,000 , respectively. As noted in Note 17 - Subsequent Events 3,446,000 Management believes the company’s financial position and continued ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are any conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”). |
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 and Restricted Cash | Cash and Restricted 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 includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions. At times, some cash balances held in banks may exceed the Federal Deposit Insurance Corporation, or FDIC, standard deposit insurance limit of $ 250,000 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, 2022 December 31, 2021 Cash $ 505,410 $ 4,136,180 Restricted cash 1,404,359 484,542 Total cash and restricted cash $ 1,909,769 $ 4,620,722 |
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 ESTIMATED USEFUL LIVE 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, 2022 and 2021 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. Warrant Liabilities: Warrant Liabilities SCHEDULE OF EARN OUT LIABILITY December 22, 2022 December 22, 2021 Stock price $ 0.57 $ 6.44 Volatility 105.0 % 90 % Time to Expiry 4.01 5 Dividend yield 0 % 0 % Risk free rate 4.1 % 1.10 % The following reconciles the warrant liabilities for the years ended December 31, 2022 and 2021: SCHEDULE OF RECONCILES WARRANT COMMITMENT Years ended December 31, 2022 and 2021 Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Beginning balance, December 31, 2020 - - - - Initial recognition 20,244,497 - - 20,244,497 Unrealized (gain) loss 17,408,311 - - 17,408,311 Ending balance, December 31, 2021 $ 37,652,808 $ - $ - $ 37,652,808 Beginning balance, December 31, 2021 $ 37,652,808 $ - $ - $ 37,652,808 Initial recognition - 55,061,119 1,525,924 56,587,043 Unrealized (gain) loss 17,408,311 (48,668,869 ) (1,477,024 ) (32,737,582 )* Warrants exercised or transferred (55,061,119 ) (8,000 ) - (55,069,119 ) Ending balance, December 31, 2022 - 6,384,250 48,900 6,433,150 * Recognition and change in fair value of warrant liabilities per income statement is $ 29,064,958 3,672,624 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS December 31, 2022 December 31, 2021 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement The Company values its Level 3 earn-out liability related to the Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY December 31, 2022 WACC Risk Premium: 14.0 % Volatility 50.0 % Credit Spread: 7.7 % Payment Delay (days) 90 Risk free rate USD Yield Curve Discounting Convention: Mid-period Number of Iterations 100,000 Undiscounted remaining earn out payments are approximately $ 2,967,592 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE December 31, December 31, Beginning balance – January 1 $ 3,813,878 $ 2,931,418 Acquisitions and Settlements (1,104,925 ) 1,160,562 Period adjustments: Fair value changes included in earnings * 524 (278,102 ) Ending balance $ 2,709,478 $ 3,813,878 Less: Current portion (2,153,478 ) (3,297,855 ) Ending balance, less current portion 556,000 516,023 * Recorded as a reduction to general and administrative expenses |
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, 2022, and 2021, unamortized deferred financing costs were $ 313,829 134,528 |
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 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 9, Warrant Liabilities |
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 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. The Company also earns revenue in the “Insurance Marketing” space as discussed further below. 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. Insurance Marketing revenue recognition: Medigap, a consolidated wholly owned subsidiary of the Company earns commission revenue by selling bound insurance policies with all renewal rights to insurance marketing organizations (the “IM Customer”). The IM Customers utilize innovative actuarial models to value and price policies purchased based on future projections. IM Customers pay a one-time commission per policy purchased to selling agencies based on a pre-agreed formula outlined in the parties’ contractual agreement. Commission payments are subject to chargeback in the event a policy is cancelled or lapses within 3 months of a policy’s effective date or until the first three payments are received from the insured party, depending on the IM Customer Contract. The Company identifies a contract when it has a binding agreement to sell issued insurance policies to the IM Customer. There is one performance obligation in IM Customer contracts, to sell the rights in Company procured issued insurance policies to the IM Customer. The performance obligation is satisfied when the rights to an issued policy have been transferred to the IM Customer. Transaction price is stated in a contract and is a set range of commission amounts based on each policy sold. There are two variable components to consideration received: a) Commissions are only earned once a policy is “Placed”, defined as, an active policy sold to the IM Customer where the IM Customer has received the initial insurance carrier payment with respect to such policy. The Company requires end-user insured parties to pay the initial premium to the insurance carrier upon issuance of a policy. Insurance carrier in turn pays IM Customer its initial payment soon thereafter. Thus, upon sale of an issued policy to IM Customer, the Company has provided a bound issued policy and ensured first premium payment has been completed by insured party. This results in virtual assurance that the IM Customer will receive its initial insurance carrier payment, and it is more than probable that a significant revenue reversal will not occur. The Company thus considers all policies sold to the IM Customer to be Placed for revenue recognition purposes. b) Commission revenue is subject to chargeback in full if a policy is cancelled or lapses within three months from the policy effective date or if the insured party does not make the first three payments of the policy. The Company uses historical activity as well as current factors to estimate the unconstrained variable consideration for recognition per the expected value method. A chargeback reserve liability is credited for the difference between cash consideration received and variable consideration recognized. At each reporting period, the Company remeasures the chargeback reserve liability and recognizes any change as an increase or decrease to the then current period revenue. As of March 31, 2022 and December 31, 2021, the chargeback reserve liability was $1,585,435 and $0, respectively. With one performance obligation, allocation of transaction price is normally not necessary. The Company recognizes revenue at a point in time when it satisfies its performance obligation and control of an insurance policy transfers to the IM Customer. Transfer of control occurs when the Company submits the Policy to the IM Customer. IM Customers generally pay the Company weekly, and accruals are recorded as necessary at period end. Other revenue policies: 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 31, 2022 Medical/Life Property and Casualty Total Regular EBS $ 798,412 $ - $ 798,412 USBA 52,470 - 52,470 CCS/UIS - 254,325 254,325 Montana 1,868,137 - 1,868,137 Fortman 1,274,649 842,961 2,117,610 Altruis 4,044,449 - 4,044,449 Kush 1,536,456 - 1,536,456 Medigap 4,994,002 - 4,994,002 RELI Exchange 312,239 777,784 1,090,023 Revenue $ 14,880,814 $ 1,875,070 $ 16,755,884 Year ended December 31, 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 Revenue $ 8,417,939 $ 1,292,395 $ 9,710,334 |
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. To the extent possible, the Company will estimate and recognize expected forfeitures. |
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, 2022, or 2021. 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 and equity accounts in relation to historical purchase price allocation accounting and adjustments to true up retained earnings for certain historical accrued revenues. 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 As reported Adjustment 12/31/2020 Adjusted Goodwill 9,265,070 (503,345 ) 8,761,725 Accumulated Deficit (12,482,281 ) 122,601 (12,359,680 ) |
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 adopted ASU 2020-06 on January 1, 2023, which did not have a material impact on the consolidated financial statements. 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 with early adoption permitted. The Company elected to early adopt ASU 2021-08 as of January 1, 2022, which did not have a material impact on the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |
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, 2022 December 31, 2021 Cash $ 505,410 $ 4,136,180 Restricted cash 1,404,359 484,542 Total cash and restricted cash $ 1,909,769 $ 4,620,722 |
SCHEDULE OF ESTIMATED USEFUL LIVE PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIVE 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 EARN OUT LIABILITY | SCHEDULE OF EARN OUT LIABILITY December 22, 2022 December 22, 2021 Stock price $ 0.57 $ 6.44 Volatility 105.0 % 90 % Time to Expiry 4.01 5 Dividend yield 0 % 0 % Risk free rate 4.1 % 1.10 % |
SCHEDULE OF RECONCILES WARRANT COMMITMENT | The following reconciles the warrant liabilities for the years ended December 31, 2022 and 2021: SCHEDULE OF RECONCILES WARRANT COMMITMENT Years ended December 31, 2022 and 2021 Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Beginning balance, December 31, 2020 - - - - Initial recognition 20,244,497 - - 20,244,497 Unrealized (gain) loss 17,408,311 - - 17,408,311 Ending balance, December 31, 2021 $ 37,652,808 $ - $ - $ 37,652,808 Beginning balance, December 31, 2021 $ 37,652,808 $ - $ - $ 37,652,808 Initial recognition - 55,061,119 1,525,924 56,587,043 Unrealized (gain) loss 17,408,311 (48,668,869 ) (1,477,024 ) (32,737,582 )* Warrants exercised or transferred (55,061,119 ) (8,000 ) - (55,069,119 ) Ending balance, December 31, 2022 - 6,384,250 48,900 6,433,150 |
SCHEDULE OF FAIR VALUE MEASUREMENTS | SCHEDULE OF FAIR VALUE MEASUREMENTS December 31, 2022 December 31, 2021 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 GAIN OR LOSSES RECOGNIZED FAIR VALUE | SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE December 31, December 31, Beginning balance – January 1 $ 3,813,878 $ 2,931,418 Acquisitions and Settlements (1,104,925 ) 1,160,562 Period adjustments: Fair value changes included in earnings * 524 (278,102 ) Ending balance $ 2,709,478 $ 3,813,878 Less: Current portion (2,153,478 ) (3,297,855 ) Ending balance, less current portion 556,000 516,023 * Recorded as a reduction to general and administrative expenses |
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 31, 2022 Medical/Life Property and Casualty Total Regular EBS $ 798,412 $ - $ 798,412 USBA 52,470 - 52,470 CCS/UIS - 254,325 254,325 Montana 1,868,137 - 1,868,137 Fortman 1,274,649 842,961 2,117,610 Altruis 4,044,449 - 4,044,449 Kush 1,536,456 - 1,536,456 Medigap 4,994,002 - 4,994,002 RELI Exchange 312,239 777,784 1,090,023 Revenue $ 14,880,814 $ 1,875,070 $ 16,755,884 Year ended December 31, 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 Revenue $ 8,417,939 $ 1,292,395 $ 9,710,334 |
SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION | SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION Account 12/31/2020 As reported Adjustment 12/31/2020 Adjusted Goodwill 9,265,070 (503,345 ) 8,761,725 Accumulated Deficit (12,482,281 ) 122,601 (12,359,680 ) |
Fair Value, Inputs, Level 3 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
SCHEDULE OF EARN OUT LIABILITY | The Company values its Level 3 earn-out liability related to the Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY December 31, 2022 WACC Risk Premium: 14.0 % Volatility 50.0 % Credit Spread: 7.7 % Payment Delay (days) 90 Risk free rate USD Yield Curve Discounting Convention: Mid-period Number of Iterations 100,000 |
STRATEGIC INVESTMENTS AND BUS_2
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION | SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION December 31, 2021 Revenue $ 10,090,683 Net Income (Loss) $ (20,931,568 ) Earnings (Loss) per common share, basic $ (31.10 ) Earnings (Loss) per common share, diluted $ (31.10 ) |
Medigap Healthcare Insurance Company [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The allocation of the purchase price in connection with the acquisition of Medigap was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Property, plant and equipment $ 20,666 6 Right-of-use asset 317,787 Trade name and trademarks 340,000 15 Customer relationships 4,550,000 12 Technology 67,000 3 Backlog 210,000 1 Chargeback reserve (1,484,473 ) Lease liability (317,787 ) Goodwill 19,199,008 Indefinite $ 22,902,201 |
SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION | SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION December 31, December 31, 2022 2021 Revenue $ 17,122,459 $ 14,823,837 Net Income (Loss) $ 20,853,020 $ (20,910,374 ) Earnings (Loss) per common share, basic $ (0.41 ) $ (29.31 ) Earnings (Loss) per common share, diluted $ (0.41 ) $ (29.31 ) |
Barra [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The preliminary allocation of the purchase price in connection with the acquisition of Medigap was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Acquired accounts receivable $ 92,585 Property, plant and equipment 8,593 7 Right-of-use asset 122,984 Trade names 22,000 4 Customer relationships 550,000 10 Developed technology 230,000 5 Agency relationships 2,585,000 10 Lease liability (122,984 ) Goodwill 4,236,822 Indefinite $ 7,725,000 |
SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION | SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION December 31, December 31, 2022 2021 Revenue $ 17,303,506 $ 11,409,850 Net Income (Loss) $ 6,700,594 $ (20,370,917 ) Earnings (Loss) per common share, basic $ (0.21 ) $ (30.26 ) Earnings (Loss) per common share, diluted $ (0.21 ) $ (30.26 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, December 31, Computer equipment $ 107,195 $ 72,110 Office equipment and furniture 51,532 36,157 Leasehold Improvements 127,497 89,819 Property and equipment 286,224 198,086 Less: Accumulated depreciation (99,341 ) (67,727 ) Property and equipment, net $ 186,883 $ 130,359 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF IMPAIRMENT OF GOODWILL | SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill 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 Goodwill recognized in connection with Medigap acquisition on January 10, 2022 19,199,008 Goodwill recognized in connection with Barra acquisition on April 26, 2022 4,236,822 Goodwill Impairment (14,373,374 ) December 31, 2022 $ 19,112,733 |
SCHEDULE OF INTANGIBLE OF 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, 2022: SCHEDULE OF INTANGIBLE OF 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 4.4 $ 2,146,188 $ (991,240 ) $ 1,154,948 Internally developed software 4.1 1,635,178 (285,743 ) 1,349,435 Customer relationships 9.0 11,922,290 (2,076,086 ) 9,846,204 Purchased software 0.4 665,137 (583,744 ) 81,393 Video Production Assets 0.0 50,000 (50,000 ) - Non-competition agreements 1.9 3,504,810 (2,179,420 ) 1,325,390 Contracts backlog 0.0 210,000 (210,000 ) - $ 20,133,603 $ (6,376,233 ) $ 13,757,370 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: 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 |
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLE ASSETS | The following table reflects expected amortization expense as of December 31, 2022, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLE ASSETS Years ending December 31, Amortization Expense 2023 $ 2,557,940 2024 2,179,838 2025 1,785,882 2026 1,525,785 2027 1,192,530 Thereafter 4,515,395 Total $ 13,757,370 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, $ 1,221,336 $ 547,117 Accrued expenses 131,334 2,170,215 Accrued credit card payables 58,120 36,103 Other accrued liabilities 47,177 5,725 Accounts payable and other accrued liabilities $ 1,457,967 $ 2,759,160 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, variable interest of Prime Rate plus 2.5 August 2028 12,388 14,606 $ 426,883 $ 485,317 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5 December 2028 15,076 17,626 693,682 785,826 Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0 April 2029 9,206 11,027 788,596 884,720 Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0 May 2029 , 36,843 42,660 1,987,846 2,226,628 Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0 September 2029 42,129 48,609 3,249,575 3,616,754 Oak Street Funding LLC Term Loan, variable interest of Prime Rate plus 2.5 May 2032 198,188 0 6,321,812 - 13,468,394 7,999,245 Less: current portion (1,118,721 ) (913,920 ) Long-term debt $ 12,349,673 $ 7,085,325 |
SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES | SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES Fiscal year ending December 31, Maturities of 2023 $ 1,118,569 2024 1,431,933 2025 1,582,287 2026 1,744,442 2027 1,923,234 Thereafter 5,981,758 Total 13,782,223 Less debt issuance costs (313,829 ) Total $ 13,468,394 |
SIGNIFICANT CUSTOMERS (Tables)
SIGNIFICANT CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATIONS OF REVENUES | Carriers representing 10 SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier December 31, December 31, LTC Global 28 % - % BlueCross BlueShield 9 % 19 % Priority Health 16 % 28 % |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 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, 2021 10,928 $ 232.78 2.61 $ - Granted - - - - Forfeited or expired - - - - Exercised - - - - Outstanding at December 31, 2022 10,928 $ 232.78 1.61 - Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 15,594 $ 231.45 3.63 $ - Granted - - - - Forfeited or expired (4,667 ) $ 218.56 2.68 - Exercised - - - - Outstanding at December 31, 2021 10,928 $ 232.78 2.61 - |
SCHEDULE OF NON - VESTED STOCK OPTIONS | The following is a summary of the Company’s non-vested stock options as of December 31, 2022 and 2021 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, 2021 3,587 $ 227.78 0.90 Granted - - - Vested (3,315 ) 14.89 1.71 Forfeited or expired - - - Non-vested at December 31, 2022 271 $ 18.25 2.27 Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2020 10,636 $ 200.85 2.53 Granted - - - Vested (3,315 ) 206.40 0.82 Forfeited or expired (3,734 ) 218.55 2.68 Non-vested at December 31, 2021 3,587 $ 227.78 0.90 |
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL | SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Year Ended Year Ended Exercise price $ 0.16 0.26 $ 0.16 0.26 Expected term 3.25 3.75 3.25 3.75 Risk-free interest rate 0.38 2.43 % 0.38 2.43 % Estimated volatility 293.07 517.13 % 293.07 517.13 % Expected dividend - - |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS | The following calculates basic and diluted EPS: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS 2022 2021 For the Years Ended December 31, 2022 2021 Net income (loss) $ 6,466,162 $ (21,098,465 ) Deemed dividend (6,930,335 ) - Net loss $ (464,173 ) $ (21,098,465 ) Weighted average common shares 1,094,781 673,137 Effect of weighted average vested stock awards 208 - Basic and diluted weighted average shares outstanding 1,094,989 673,137 Basic and diluted loss per common share: $ (0.42 ) $ (31.34 ) |
SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES | Additionally, the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common share: SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES 2022 2021 For the years ended December 31, 2022 2021 Shares subject to outstanding common stock options 10,928 10,928 Shares subject to outstanding Series A warrants 113,000 - Shares subject to outstanding Series B Warrants and PAW 1,347,970 - Shares subject to unvested stock awards 6,576 - |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2023 $ 570,275 2024 269,908 2025 144,124 2026 113,738 2027 117,150 Thereafter 151,053 Total undiscounted operating lease payments 1,366,248 Less: Imputed interest 134,126 Present value of operating lease liabilities $ 1,232,122 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF EARN-OUT LIABILITY | The following outlines changes to the Company’s earn-out liability balances for the respective years ended December 31, 2022 and 2021: SCHEDULE OF EARN-OUT LIABILITY CCS Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2021 $ - $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Changes due to business combinations - - - - - 600,000 600,000 Changes due to payments - (34,430 ) (326,935 ) (84,473 ) (1,259,087 ) (1,704,925 ) Changes due to fair value adjustments - 186,122 210,967 (73,452 ) (283,112 ) (40,000 ) 525 Ending balance December 31, 2022 $ - $ 667,000 $ 500,000 $ 834,943 $ 147,534 $ 560,000 $ 2,709,478 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 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 -7.9 % 0.3 % Non-taxable change in fair value of warrant commitment -106.3 % 0.0 % Goodwill impairment 46.7 % - % Rate Change -4.1 % 0.4 % Other 2.2 % 0.0 % Valuation allowance 48.5 % (-21.6 )% 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 $ 4,938,164 $ 1,900,194 Stock based compensation 1,148,836 725,546 Goodwill (771,631 ) (199,086 ) Intangibles 745,227 459,441 Fixed assets (99,002 ) (56,691 ) Right of use assets (300,616 ) (333,347 ) Lease liabilities 313,342 337,671 Other 1,525 1,336 Total deferred tax assets 5,975,846 2,835,065 Valuation allowance (5,975,846 ) (2,835,065 ) Net deferred tax assets $ - $ - |
SCHEDULE OF RESTRICTED CASH IN
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Cash | $ 505,410 | $ 4,136,180 |
Restricted cash | 1,404,359 | 484,542 |
Total cash and restricted cash | $ 1,909,769 | $ 4,620,722 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVE PROPERTY AND EQUIPMENT (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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 EARN OUT LIABILITY
SCHEDULE OF EARN OUT LIABILITY (Details) | 12 Months Ended | |
Dec. 31, 2022 shares | Dec. 31, 2021 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate | USD Yield Curve | |
Discounting Convention | Mid-period | |
Number of iterations | 100,000 | |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 0.57 | 6.44 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 105 | 90 |
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 50 | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 4 years 3 days | 5 years |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 4.1 | 1.10 |
WACC Risk Premium [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 14 | |
Credit Spread [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 7.7 | |
Payment Delay (Days) [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 90 days |
SCHEDULE OF RECONCILES WARRANT
SCHEDULE OF RECONCILES WARRANT COMMITMENT (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Offsetting Assets [Line Items] | |||
Beginning balance, December 31, 2021 | $ 37,652,808 | ||
Initial recognition | 56,587,043 | 20,244,497 | |
Unrealized (gain) loss | (32,737,582) | [1] | 17,408,311 |
Warrants exercised or transferred | (55,069,119) | ||
Ending balance, December 31, 2022 | 6,433,150 | 37,652,808 | |
Series B Warrant Commitment [Member] | |||
Offsetting Assets [Line Items] | |||
Beginning balance, December 31, 2021 | 37,652,808 | ||
Initial recognition | 20,244,497 | ||
Unrealized (gain) loss | 17,408,311 | 17,408,311 | |
Warrants exercised or transferred | (55,061,119) | ||
Ending balance, December 31, 2022 | 37,652,808 | ||
Series B Warrant Liability [Member] | |||
Offsetting Assets [Line Items] | |||
Beginning balance, December 31, 2021 | |||
Initial recognition | 55,061,119 | ||
Unrealized (gain) loss | (48,668,869) | ||
Warrants exercised or transferred | (8,000) | ||
Ending balance, December 31, 2022 | 6,384,250 | ||
Placement Agent Warrants [Member] | |||
Offsetting Assets [Line Items] | |||
Beginning balance, December 31, 2021 | |||
Initial recognition | 1,525,924 | ||
Unrealized (gain) loss | (1,477,024) | ||
Warrants exercised or transferred | |||
Ending balance, December 31, 2022 | $ 48,900 | ||
[1]Recognition and change in fair value of warrant liabilities per income statement is $ 29,064,958 3,672,624 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
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 GAIN OR LOSSES RECO
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance – January 1 | $ 3,813,878 | $ 2,931,418 | |
Ending balance | 2,709,478 | 3,813,878 | |
Less: Current portion | (2,153,478) | (3,297,855) | |
Ending balance, less current portion | 556,000 | 516,023 | |
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance – January 1 | 3,813,878 | 2,931,418 | |
Acquisitions and Settlements | (1,104,925) | 1,160,562 | |
Fair value changes included in earnings | [1] | 524 | (278,102) |
Ending balance | $ 2,709,478 | $ 3,813,878 | |
[1]Recorded as a reduction to general and administrative expenses |
SCHEDULE OF DISAGGREGATION REVE
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Revenue | $ 16,755,884 | $ 9,710,334 |
Employee Benefits Solutions L L C [Member] | ||
Product Information [Line Items] | ||
Revenue | 798,412 | 799,474 |
U S Benefits Alliance L L C [Member] | ||
Product Information [Line Items] | ||
Revenue | 52,470 | 60,129 |
Commercial Coverage Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Revenue | 254,325 | 333,874 |
Southwestern Montana Financial Center Inc [Member] | ||
Product Information [Line Items] | ||
Revenue | 1,868,137 | 1,744,515 |
Fortman Insurance Services L L C [Member] | ||
Product Information [Line Items] | ||
Revenue | 2,117,610 | 2,131,736 |
Altruis Benefits Consulting Inc [Member] | ||
Product Information [Line Items] | ||
Revenue | 4,044,449 | 3,313,453 |
Kush [Member] | ||
Product Information [Line Items] | ||
Revenue | 1,536,456 | 1,327,153 |
Medigap [Member] | ||
Product Information [Line Items] | ||
Revenue | 4,994,002 | |
Reli Exchange [Member] | ||
Product Information [Line Items] | ||
Revenue | 1,090,023 | |
Medical/Life [Member] | Regular [Member] | ||
Product Information [Line Items] | ||
Revenue | 14,880,814 | 8,417,939 |
Medical/Life [Member] | Regular [Member] | Employee Benefits Solutions L L C [Member] | ||
Product Information [Line Items] | ||
Revenue | 798,412 | 799,474 |
Medical/Life [Member] | Regular [Member] | U S Benefits Alliance L L C [Member] | ||
Product Information [Line Items] | ||
Revenue | 52,470 | 60,129 |
Medical/Life [Member] | Regular [Member] | Commercial Coverage Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Revenue | ||
Medical/Life [Member] | Regular [Member] | Southwestern Montana Financial Center Inc [Member] | ||
Product Information [Line Items] | ||
Revenue | 1,868,137 | 1,744,515 |
Medical/Life [Member] | Regular [Member] | Fortman Insurance Services L L C [Member] | ||
Product Information [Line Items] | ||
Revenue | 1,274,649 | 1,173,215 |
Medical/Life [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member] | ||
Product Information [Line Items] | ||
Revenue | 4,044,449 | 3,313,453 |
Medical/Life [Member] | Regular [Member] | Kush [Member] | ||
Product Information [Line Items] | ||
Revenue | 1,536,456 | 1,327,153 |
Medical/Life [Member] | Regular [Member] | Medigap [Member] | ||
Product Information [Line Items] | ||
Revenue | 4,994,002 | |
Medical/Life [Member] | Regular [Member] | Reli Exchange [Member] | ||
Product Information [Line Items] | ||
Revenue | 312,239 | |
Property and Casualty [Member] | Regular [Member] | ||
Product Information [Line Items] | ||
Revenue | 1,875,070 | 1,292,395 |
Property and Casualty [Member] | Regular [Member] | Employee Benefits Solutions L L C [Member] | ||
Product Information [Line Items] | ||
Revenue | ||
Property and Casualty [Member] | Regular [Member] | U S Benefits Alliance L L C [Member] | ||
Product Information [Line Items] | ||
Revenue | ||
Property and Casualty [Member] | Regular [Member] | Commercial Coverage Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Revenue | 254,325 | 333,874 |
Property and Casualty [Member] | Regular [Member] | Southwestern Montana Financial Center Inc [Member] | ||
Product Information [Line Items] | ||
Revenue | ||
Property and Casualty [Member] | Regular [Member] | Fortman Insurance Services L L C [Member] | ||
Product Information [Line Items] | ||
Revenue | 842,961 | 958,521 |
Property and Casualty [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member] | ||
Product Information [Line Items] | ||
Revenue | ||
Property and Casualty [Member] | Regular [Member] | Kush [Member] | ||
Product Information [Line Items] | ||
Revenue | ||
Property and Casualty [Member] | Regular [Member] | Medigap [Member] | ||
Product Information [Line Items] | ||
Revenue | ||
Property and Casualty [Member] | Regular [Member] | Reli Exchange [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 777,784 |
SUMMARIZES THE CHANGES TO THE P
SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill | $ 19,112,733 | $ 10,050,277 | $ 8,761,725 |
Accumulated Deficit | $ (26,991,983) | $ (33,458,145) | (12,359,680) |
Previously Reported [Member] | |||
Goodwill | 9,265,070 | ||
Accumulated Deficit | (12,482,281) | ||
Revision of Prior Period, Adjustment [Member] | |||
Goodwill | (503,345) | ||
Accumulated Deficit | $ 122,601 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | Dec. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 16, 2023 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||||
Restricted Cash and Cash Equivalents | $ 1,910,000 | |||||
Assets, Current | 3,265,379 | $ 7,981,501 | ||||
Liabilities, Current | 7,794,284 | 44,981,252 | ||||
Working capital deficiency | 4,529,000 | |||||
Stockholders' Equity Attributable to Parent | 8,911,039 | (26,066,129) | $ (63,012) | |||
Net income | 6,466,162 | (21,098,465) | ||||
[custom:GainOnWarrantCommitment] | 29,065,000 | |||||
Net Cash Provided by (Used in) Operating Activities | 3,189,997 | 2,253,275 | ||||
[custom:NetProceedsFromPrivatePlacementIssuanceOfSharesAndWarrants] | $ 17,853,000 | $ 10,496,000 | (17,853,351) | (10,496,221) | ||
FDIC amount | 250,000 | |||||
Recognition and change in fair value of warrant liability | 29,064,958 | (17,652,808) | ||||
Warrant issuance cost | 3,672,624 | |||||
Earn out payments | 2,967,592 | |||||
Unamortized deferred financing costs | $ 313,829 | $ 134,528 | ||||
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 | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Working capital | $ 3,446,000 |
SCHEDULE OF ALLOCATION OF PURCH
SCHEDULE OF ALLOCATION OF PURCHASE PRICE (Details) - USD ($) | 12 Months Ended | ||||
May 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | May 01, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Fair value, accounts receivable | $ 1,067,544 | $ 1,024,831 | |||
Fair value, goodwill | $ 19,112,733 | $ 10,050,277 | $ 8,761,725 | ||
Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 9 years | 7 years 8 months 12 days | |||
Non-competition Agreements [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 1 year 10 months 24 days | 2 years 10 months 24 days | |||
JP Kush And Associates Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value, accounts receivable | $ 291,414 | ||||
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 | ||||
JP Kush And Associates Inc [Member] | Trade Name And Trademarks [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 5 years | ||||
JP Kush And Associates Inc [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 10 years | ||||
JP Kush And Associates Inc [Member] | Non-competition Agreements [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 5 years | ||||
JP Kush And Associates Inc [Member] | Goodwill [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life description | Indefinite | ||||
Medigap Healthcare Insurance Company [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value, goodwill | $ 19,199,008 | ||||
Purchase consideration allocated | $ 22,902,201 | ||||
Medigap Healthcare Insurance Company [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 12 years | ||||
Purchase consideration allocated | $ 4,550,000 | ||||
Medigap Healthcare Insurance Company [Member] | Goodwill [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life description | Indefinite | ||||
Purchase consideration allocated | $ 19,199,008 | ||||
Medigap Healthcare Insurance Company [Member] | Property, Plant and Equipment [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 6 years | ||||
Purchase consideration allocated | $ 20,666 | ||||
Medigap Healthcare Insurance Company [Member] | Right of use asset [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration allocated | $ 317,787 | ||||
Medigap Healthcare Insurance Company [Member] | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 15 years | ||||
Purchase consideration allocated | $ 340,000 | ||||
Medigap Healthcare Insurance Company [Member] | Technology-Based Intangible Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 3 years | ||||
Purchase consideration allocated | $ 67,000 | ||||
Medigap Healthcare Insurance Company [Member] | Back log [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 1 year | ||||
Purchase consideration allocated | $ 210,000 | ||||
Medigap Healthcare Insurance Company [Member] | Chargeback reserve [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration allocated | (1,484,473) | ||||
Medigap Healthcare Insurance Company [Member] | Lease liability [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration allocated | (317,787) | ||||
Barra [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value, goodwill | 4,236,822 | ||||
Purchase consideration allocated | $ 7,725,000 | ||||
Barra [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 10 years | ||||
Purchase consideration allocated | $ 550,000 | ||||
Barra [Member] | Goodwill [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life description | Indefinite | ||||
Purchase consideration allocated | $ 4,236,822 | ||||
Barra [Member] | Property, Plant and Equipment [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 7 years | ||||
Purchase consideration allocated | $ 8,593 | ||||
Barra [Member] | Right of use asset [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration allocated | $ 122,984 | ||||
Barra [Member] | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 4 years | ||||
Purchase consideration allocated | $ 22,000 | ||||
Barra [Member] | Lease liability [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration allocated | (122,984) | ||||
Barra [Member] | Acquired Accounts Receivable [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration allocated | $ 92,585 | ||||
Barra [Member] | Developed Technology [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 5 years | ||||
Purchase consideration allocated | $ 230,000 | ||||
Barra [Member] | Agency Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Weighted average useful life | 10 years | ||||
Purchase consideration allocated | $ 2,585,000 |
SCHEDULE OF PRO FORMA INFORMATI
SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 10,090,683 | |
Net Income (Loss) | $ (20,931,568) | |
Earnings (Loss) per common share, basic | $ (31.10) | |
Earnings (Loss) per common share, diluted | $ (31.10) | |
Medigap Healthcare Insurance Company [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 17,122,459 | $ 14,823,837 |
Net Income (Loss) | $ 20,853,020 | $ (20,910,374) |
Earnings (Loss) per common share, basic | $ (0.41) | $ (29.31) |
Earnings (Loss) per common share, diluted | $ (0.41) | $ (29.31) |
Barra [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 17,303,506 | $ 11,409,850 |
Net Income (Loss) | $ 6,700,594 | $ (20,370,917) |
Earnings (Loss) per common share, basic | $ (0.21) | $ (30.26) |
Earnings (Loss) per common share, diluted | $ (0.21) | $ (30.26) |
STRATEGIC INVESTMENTS AND BUS_3
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS (Details Narrative) | 1 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | |||||||
Apr. 26, 2022 USD ($) | Jan. 10, 2022 USD ($) shares | May 01, 2021 USD ($) | May 31, 2021 USD ($) shares | Apr. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 02, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||||||||
Shares issued during acquisition, value | $ 4,763,451 | $ 50,000 | |||||||||
Goodwill | $ 19,112,733 | $ 19,112,733 | $ 19,112,733 | $ 10,050,277 | $ 8,761,725 | ||||||
APA [Member] | Barra and Associates LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Asset Acquisition, Consideration Transferred | $ 7,725,000 | ||||||||||
Working capital | 6,520,000 | ||||||||||
APA [Member] | Barra and Associates LLC [Member] | Paid at Closing [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Asset Acquisition, Consideration Transferred | 6,000,000 | ||||||||||
APA [Member] | Barra and Associates LLC [Member] | Payable in Six Months [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Asset Acquisition, Consideration Transferred | 1,125,000 | ||||||||||
APA [Member] | Barra and Associates LLC [Member] | Payable Over Two Years [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Asset Acquisition, Consideration Transferred | $ 600,000 | ||||||||||
Measurement Input, Discount Rate [Member] | Trade Names [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 11 | 11 | 11 | ||||||||
Pretax royalty rate | 0.005 | ||||||||||
Measurement Input, Discount Rate [Member] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 11 | 11 | 11 | ||||||||
Measurement Input, Discount Rate [Member] | Back log [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 11 | 11 | 11 | ||||||||
Measurement Input, Discount Rate [Member] | Developed Technology [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 28.06 | 28.06 | 28.06 | ||||||||
Measurement Input Obsolescence Rate [Member] | Technology-Based Intangible Assets [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 40.03 | 40.03 | 40.03 | ||||||||
JP Kush And Associates Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Assets purchase price | $ 3,644,166 | ||||||||||
Payments to acquire businesses gross | 1,900,000 | ||||||||||
Shares issued during acquisition, value | 50,000 | $ 50,000 | |||||||||
Goodwill | 1,288,552 | $ 1,288,552 | |||||||||
Acquisition Costs | $ 58,092 | ||||||||||
Revenue from acquired entity | $ 500,000 | ||||||||||
Shares issued upon termination of employee | $ 219,097 | ||||||||||
Issuance of shares acquistions | shares | 995 | ||||||||||
J P Kush [Member] | Measurement Input Royalty Rate [Member] | Trade Names [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 5.85 | 5.85 | 5.85 | ||||||||
J P Kush [Member] | Measurement Input, Discount Rate [Member] | Trade Names [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 14.09 | 14.09 | 14.09 | ||||||||
J P Kush [Member] | Measurement Input, Discount Rate [Member] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 14.09 | 14.09 | 14.09 | ||||||||
J P Kush [Member] | Measurement Input, Discount Rate [Member] | Non Competition [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 14.09 | 14.09 | 14.09 | ||||||||
Medigap Healthcare Insurance Company [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Assets purchase price | $ 20,096,250 | ||||||||||
Payments to acquire businesses gross | $ 18,138,750 | ||||||||||
Goodwill | $ 19,199,008 | $ 19,199,008 | $ 19,199,008 | ||||||||
Acquisition Costs | 94,065 | ||||||||||
Revenue from acquired entity | 4,994,002 | ||||||||||
Shares issued upon termination of employee | 1,127,088 | ||||||||||
Issuance of shares acquistions | shares | 40,402 | ||||||||||
Barra [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | 4,236,822 | 4,236,822 | $ 4,236,822 | ||||||||
Acquisition Costs | $ 72,793 | ||||||||||
Revenue from acquired entity | 1,090,023 | ||||||||||
Shares issued upon termination of employee | $ (393,708) | ||||||||||
Barra [Member] | Measurement Input Royalty Rate [Member] | Trade Names [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 0.05 | 0.05 | 0.05 | ||||||||
Barra [Member] | Measurement Input, Discount Rate [Member] | Trade Names [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 19.05 | 19.05 | 19.05 | ||||||||
Barra [Member] | Measurement Input, Discount Rate [Member] | Customer Relationships [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, measurement input | 19.05 | 19.05 | 19.05 |
INVESTMENT IN NSURE, INC (Detai
INVESTMENT IN NSURE, INC (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 08, 2020 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Investments | $ 900,000 | $ 1,350,000 | |||
Number of shares of common stock, shares | 138,000 | ||||
Cash proceeds | $ 450,000 | ||||
NSURE, Inc. [Member] | |||||
Number of shares of common stock, shares | 262,684 | ||||
Sale of shares | 131,345 | ||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | |||||
Investments | $ 5,700,000 | ||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||
Investments | $ 1,350,000 | ||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||
Number of shares of common stock, shares | 209,075 | ||||
Share price | $ 6.457 | $ 9.224 | |||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||
Number of shares of common stock, shares | 325,239 | ||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Common Class A [Member] | |||||
Number of shares of common stock, shares | 928,343 | ||||
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 | 394,029 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 286,224 | $ 198,086 |
Less: Accumulated depreciation | (99,341) | (67,727) |
Property and equipment, net | 186,883 | 130,359 |
Computer Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 107,195 | 72,110 |
Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 51,532 | 36,157 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 127,497 | $ 89,819 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 43,945 | $ 19,912 |
SCHEDULE OF IMPAIRMENT OF GOODW
SCHEDULE OF IMPAIRMENT OF GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Goodwill Beginning | $ 10,050,277 | $ 8,761,725 |
Goodwill impairment loss | (14,373,374) | |
Goodwill end | 19,112,733 | 10,050,277 |
J P Kush [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired during period | $ 1,288,552 | |
Medigap Healthcare Insurance Company [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired during period | 19,199,008 | |
Goodwill end | 19,199,008 | |
Barra [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired during period | 4,236,822 | |
Goodwill end | $ 4,236,822 |
SCHEDULE OF INTANGIBLE OF ASSET
SCHEDULE OF INTANGIBLE OF ASSETS AND WEIGHTED- AVERAGE REMAINING AMORTIZATION PERIOD (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 20,133,603 | $ 10,697,252 |
Accumulated Amortization | (6,376,233) | (3,618,352) |
Net carrying amount | $ 13,757,370 | $ 7,078,900 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 4 years 4 months 24 days | 3 years 6 months |
Gross Carrying Amount | $ 2,146,188 | $ 1,777,475 |
Accumulated Amortization | (991,240) | (609,822) |
Net carrying amount | $ 1,154,948 | $ 1,167,653 |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 4 years 1 month 6 days | 4 years 8 months 12 days |
Gross Carrying Amount | $ 1,635,178 | $ 595,351 |
Accumulated Amortization | (285,743) | (28,443) |
Net carrying amount | $ 1,349,435 | $ 566,908 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 9 years | 7 years 8 months 12 days |
Gross Carrying Amount | $ 11,922,290 | $ 4,237,290 |
Accumulated Amortization | (2,076,086) | (1,048,726) |
Net carrying amount | $ 9,846,204 | $ 3,188,564 |
Purchased Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 4 months 24 days | 7 months 6 days |
Gross Carrying Amount | $ 665,137 | $ 562,327 |
Accumulated Amortization | (583,744) | (452,985) |
Net carrying amount | $ 81,393 | $ 109,342 |
Video Production Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 0 years | 1 year |
Gross Carrying Amount | $ 50,000 | $ 20,000 |
Accumulated Amortization | (50,000) | |
Net carrying amount | $ 20,000 | |
Non-competition Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 1 year 10 months 24 days | 2 years 10 months 24 days |
Gross Carrying Amount | $ 3,504,810 | $ 3,504,809 |
Accumulated Amortization | (2,179,420) | (1,478,376) |
Net carrying amount | $ 1,325,390 | $ 2,026,433 |
Contracts Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 0 years | |
Gross Carrying Amount | $ 210,000 | |
Accumulated Amortization | (210,000) | |
Net carrying amount |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 2,557,940 | |
2024 | 2,179,838 | |
2025 | 1,785,882 | |
2026 | 1,525,785 | |
2027 | 1,192,530 | |
Thereafter | 4,515,395 | |
Total | $ 13,757,370 | $ 7,078,900 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 19,112,733 | $ 10,050,277 | $ 8,761,725 |
Goodwill written-down | 33,400,000 | ||
Goodwill, Impairment Loss | 14,373,374 | ||
Amortization of intangible assets | $ 2,757,879 | $ 1,587,401 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable, | $ 1,221,336 | $ 547,117 |
Accrued expenses | 131,334 | 2,170,215 |
Accrued credit card payables | 58,120 | 36,103 |
Other accrued liabilities | 47,177 | 5,725 |
Accounts payable and other accrued liabilities | $ 1,457,967 | $ 2,759,160 |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 26, 2022 | Dec. 31, 2021 | |
Oak Street Funding LLC [Member] | Master Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest of prime rate plus | 2.50% | ||
SWMT [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest of prime rate plus | 2% | ||
Maturity date | April 2029 | ||
Net of deferred financing cost | $ 9,206 | $ 11,027 | |
FIS [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest of prime rate plus | 2% | ||
Maturity date | May 2029 | ||
Net of deferred financing cost | $ 36,843 | 42,660 | |
ABC [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest of prime rate plus | 2% | ||
Maturity date | September 2029 | ||
Net of deferred financing cost | $ 42,129 | 48,609 | |
Barra [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest of prime rate plus | 2.50% | ||
Maturity date | May 2032 | ||
Net of deferred financing cost | $ 198,188 | 0 | |
EBS and USBA [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest of prime rate plus | 2.50% | ||
Maturity date | August 2028 | ||
Net of deferred financing cost | $ 12,388 | ||
Net of deferred financing cost | 14,606 | ||
CCS [Member] | |||
Line of Credit Facility [Line Items] | |||
Variable interest of prime rate plus | 1.50% | ||
Maturity date | December 2028 | ||
Net of deferred financing cost | $ 15,076 | $ 17,626 |
SCHEDULE OF LONG TERM DEBT (D_2
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Long term debt current | $ 13,468,394 | $ 7,999,245 |
Long term debt current | (1,118,721) | (913,920) |
Long term debt current | 12,349,673 | 7,085,325 |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 788,596 | 884,720 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 1,987,846 | 2,226,628 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 3,249,575 | 3,616,754 |
Barra [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 6,321,812 | |
EBS and USBA [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 426,883 | 485,317 |
CCS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | $ 693,682 | $ 785,826 |
SCHEDULE OF CUMULATIVE MATURITI
SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 1,118,569 | |
2024 | 1,431,933 | |
2025 | 1,582,287 | |
2026 | 1,744,442 | |
2027 | 1,923,234 | |
Thereafter | 5,981,758 | |
Total | 13,782,223 | |
Less debt issuance costs | (313,829) | |
Total | $ 13,468,394 | $ 7,999,245 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Apr. 26, 2022 | Dec. 07, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 01, 2018 | |
Short-Term Debt [Line Items] | |||||||
Interest rate | 0% | 8% | |||||
Debt issuance costs | $ 313,829 | ||||||
Debt issuance costs | 214,257 | ||||||
Total financed | 482,000 | 0 | |||||
Short-term financings | $ 154,000 | $ 0 | |||||
Master Credit Agreement [Member] | Oak Street Funding LLC [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Borrowings | $ 6,250,000 | ||||||
Maturity date | May 25, 2032 | ||||||
Debt issuance costs | $ 214,257 | ||||||
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 | ||||||
Interest rate | 5% | ||||||
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 issuance costs | $ 25,506 | ||||||
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 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] | |||||||
Interest rate | 1.50% | 2% | |||||
Commercial Coverage Solutions LLC [Member] | Oak Street Funding LLC [Member] | Term Loan [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Borrowings | $ 7,912,000 | ||||||
Debt issuance costs | $ 181,125 | ||||||
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 instrument term | 10 years |
WARRANT LIABILITIES (Details Na
WARRANT LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Dec. 27, 2022 | Aug. 09, 2022 | Jan. 05, 2022 | Dec. 22, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Common Stock, Par or Stated Value Per Share | $ 0.086 | $ 0.086 | $ 0.086 | ||||||||
Exercisable price | 0.15 | 0.15 | |||||||||
Stock Issued During Period, Shares, New Issues | 138,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.086 | $ 0.086 | $ 0.086 | ||||||||
Unrealized losses | $ 17,408,311 | ||||||||||
Non-operating unrealized gains | $ 17,408,311 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | |||||||||||
[custom:IsusanceOfCommonSharesInExchangeForSeriesBWarrants] | $ 12,500 | ||||||||||
Net fair value gains losses | 32,737,582 | [1] | (17,408,311) | ||||||||
Net fair value gains losses | (32,737,582) | [1] | 17,408,311 | ||||||||
Fair value | 1,525,923 | ||||||||||
Series B Warrant Liability [Member] | |||||||||||
Derivative Liability | $ 55,061,119 | $ 55,061,119 | |||||||||
Class of Warrant or Right, Outstanding | 1,331,667 | 1,331,667 | |||||||||
Net fair value gains losses | $ 48,668,869 | ||||||||||
Net fair value gains losses | (48,668,869) | ||||||||||
Warrant liability | $ 6,384,250 | 6,384,250 | 0 | ||||||||
Series B Warrant Liability [Member] | Non Private Placement [Member] | |||||||||||
Exercisable price | $ 7.50 | ||||||||||
Class of Warrant or Right, Outstanding | 1,333,333 | ||||||||||
[custom:IsusanceOfCommonSharesInExchangeForSeriesBWarrants] | $ 12,500 | ||||||||||
Placement Agent Warrants [Member] | |||||||||||
Net fair value gains losses | 1,477,024 | ||||||||||
Net fair value gains losses | (1,477,024) | ||||||||||
Warrant liability | $ 48,900 | $ 48,900 | 0 | ||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Conversion of Stock, Shares Converted | 9,076 | 9,076 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.086 | ||||||||||
[custom:AggregatePurchasePriceOfCommonSharesPreferredSharesAndWarrants] | $ 20,000,000 | ||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | |||||||||||
Issued warrant | 16,303 | ||||||||||
Exercisable price | $ 61.35 | ||||||||||
Warrants and rights outstanding term | 5 years | ||||||||||
Fair value | $ 1,525,923 | ||||||||||
Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||
Conversion of Stock, Shares Converted | 9,076 | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.086 | ||||||||||
Common Stock [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 14,275 | 400 | 178,060 | 120,000 | |||||||
Conversion of Stock, Shares Converted | 147,939 | ||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 178,060 | ||||||||||
Common Stock [Member] | Series B Warrant Liability [Member] | |||||||||||
Exercisable price | $ 7.50 | $ 7.50 | |||||||||
Stock Issued During Period, Shares, New Issues | 1,667 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 1,667 | ||||||||||
[custom:IsusanceOfCommonSharesInExchangeForSeriesBWarrants] | $ 12,500 | ||||||||||
Common Stock [Member] | Series B Warrant Liability [Member] | Non Private Placement [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,667 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 1,667 | ||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||
Exercisable price | $ 61.35 | ||||||||||
Stock Issued During Period, Shares, New Issues | 178,060 | ||||||||||
Conversion of Stock, Shares Issued | 147,939 | ||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||||||
Issued warrant | 651,997 | ||||||||||
[1]Recognition and change in fair value of warrant liabilities per income statement is $ 29,064,958 3,672,624 |
SCHEDULE OF CONCENTRATIONS OF R
SCHEDULE OF CONCENTRATIONS OF REVENUES (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
LTC Global [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk percentage | 28% | |
BlueCross BlueShield [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk percentage | 9% | 19% |
Priority Health [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk percentage | 16% | 28% |
Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk percentage | 10% | 10% |
SIGNIFICANT CUSTOMERS (Details
SIGNIFICANT CUSTOMERS (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer [Member] | ||
Concentration Risk [Line Items] | ||
Total revenue | 10% | 10% |
SCHEDULE OF THE STOCK OPTIONS G
SCHEDULE OF THE STOCK OPTIONS GRANTED, FORFEITED OR EXPIRED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Non-vested Stock Options Outstanding, Outstanding at Beginning of Period | 10,928 | 15,594 |
Weighted Average Exercise Price Per Share, Outstanding at Beginning of Period | $ 232.78 | $ 231.45 |
Weighted Average Remaining Contractual Life (years), Outstanding at Beginning of Period | 2 years 7 months 9 days | 3 years 7 months 17 days |
Aggregate Intrinsic Value, Outstanding at Beginning of Period | ||
Number of Stock Options Outstanding, Granted | ||
Weighted Average Exercise Price Per Share, Granted | ||
Aggregate Intrinsic Value, Granted | ||
Weighted Average Exercise Price Per Share, Forfeited or expired | $ 218.56 | |
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 | 10,928 | 10,928 |
Weighted Average Exercise Price, Outstanding at End of Period | $ 232.78 | $ 232.78 |
Weighted Average Remaining Contractual Life (years), Outstanding at End of Period | 1 year 7 months 9 days | 2 years 7 months 9 days |
Aggregate Intrinsic Value, Outstanding at End of Period | ||
Number of Stock Options Outstanding, Forfeited or expired | (4,667) | |
Weighted Average Remaining Contractual Life (years), Forfeited or expired | 2 years 8 months 4 days |
SCHEDULE OF NON - VESTED STOCK
SCHEDULE OF NON - VESTED STOCK OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of Non-vested Stock Options Outstanding, Outstanding at Beginning of Period | 3,587 | 10,636 |
Weighted Average Exercise Price Per Share, Outstanding at Beginning of Period | $ 227.78 | $ 200.85 |
Weighted Average Remaining Contractual Life (years), Outstanding at Beginning of Period | 10 months 24 days | 2 years 6 months 10 days |
Number of Non-vested Stock Options Outstanding, Granted | ||
Weighted Average Exercise Price Per Share, Granted | ||
Number of Non-vested Stock Options Outstanding, Vested | (3,315) | (3,315) |
Weighted Average Exercise Price Per Share, Vested | $ 14.89 | $ 206.40 |
Weighted Average Remaining Contractual Life (years), Vested | 1 year 8 months 15 days | 9 months 25 days |
Number of Non-vested Stock Options Outstanding, Forfeited or expired | 3,734 | |
Weighted Average Exercise Price Per Share, Forfeited or expired | $ 218.55 | |
Number of Non-vested Stock Options Outstanding, Outstanding at End of Period | 271 | 3,587 |
Weighted Average Exercise Price, Outstanding at End of Period | $ 18.25 | $ 227.78 |
Weighted Average Remaining Contractual Life (years), Outstanding at ending of Period | 2 years 3 months 7 days | 10 months 24 days |
Number of Non-vested Stock Options Outstanding, Forfeited or expired | (3,734) | |
Weighted Average Remaining Contractual Life (years), Forfeited or expired | 2 years 8 months 4 days |
SCHEDULE OF ASSUMPTION OF BLACK
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ||
Minimum [Member] | ||
Exercise price | $ 0.16 | $ 0.16 |
Expected term | 3 years 3 months | 3 years 3 months |
Risk-free interest rate | 0.38% | 0.38% |
Expected volatility | 293.07% | 293.07% |
Maximum [Member] | ||
Exercise price | $ 0.26 | $ 0.26 |
Expected term | 3 years 9 months | 3 years 9 months |
Risk-free interest rate | 2.43% | 2.43% |
Expected volatility | 517.13% | 517.13% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Aug. 09, 2022 | Nov. 05, 2021 | May 01, 2021 | Feb. 11, 2021 | Jan. 21, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | May 31, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2022 | Dec. 22, 2021 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||||||||||
Preferred stock, par value | $ 0.086 | $ 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 $0.086 par value common stock. The holders of the Series A Convertible Preferred Stock shall be entitled to receive, when, if and as declared by the Board, out of funds legally available therefore, cumulative dividends payable in cash. The annual interest rate at which cumulative preferred dividends will accrue on each share of Series A Convertible Preferred Stock is 0%. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution of assets of the Corporation shall be made to or set apart for the holders of the Common Stock and subject and subordinate to the rights of secured creditors of the Company, the holders of Series A Preferred Stock shall receive an amount per share equal to the greater of (i) one dollar ($1.00), adjusted for any recapitalization, stock combinations, stock dividends (whether paid or unpaid) | ||||||||||||||||||
Common stock, shares authorized | 133,333,333 | 133,333,333 | 133,333,333 | ||||||||||||||||
Common stock, par value | $ 0.086 | $ 0.086 | $ 0.086 | ||||||||||||||||
Stockholders' equity, reverse stock split | 1-for-85.71 reverse split | ||||||||||||||||||
Fair value of shares issued to purchase software | |||||||||||||||||||
Shares issued due to public offering, shares | 138,000 | ||||||||||||||||||
Issuance of common stock | $ 12,420,000 | $ 2,131 | |||||||||||||||||
Number of value issued for services | $ 91,050 | 91,050 | |||||||||||||||||
Fair value of shares issued for acquisition | $ 4,763,451 | $ 50,000 | |||||||||||||||||
Warrents exercise price | $ 0.15 | $ 0.15 | |||||||||||||||||
Vesting of stock award | 3,315 | 3,315 | |||||||||||||||||
Number of shares issued exercised | |||||||||||||||||||
Cash proceeds | $ 12,500 | ||||||||||||||||||
Common stock, shares outstanding | 1,219,573 | 1,219,573 | 730,407 | ||||||||||||||||
Number of shares option forfeitures | $ 0 | $ 70,004 | |||||||||||||||||
Fair value | $ 2,421,960 | 2,421,960 | 2,421,960 | ||||||||||||||||
Stock compensation expense | 1,249,873 | 749,127 | |||||||||||||||||
Unrecognized compensation expense | $ 17,166 | $ 17,166 | $ 195,746 | ||||||||||||||||
Market value price per share | $ 8.55 | $ 8.55 | $ 96.60 | ||||||||||||||||
Compensation expense | $ 249,650 | $ 81,917 | |||||||||||||||||
Restricted stock awards | 21,615 | ||||||||||||||||||
Employees, Directors, and Consultants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock compensation expense | $ 178,579 | $ 576,160 | |||||||||||||||||
Three Employees [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares restricted | 12,460 | 12,460 | |||||||||||||||||
Number of shares of compensation | $ 766,250 | ||||||||||||||||||
2019 Equity Incentive Plan [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 32,391 | 32,391 | 46,667 | ||||||||||||||||
JP Kush And Associates Inc [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued during period, shares, acquisitions | 995 | ||||||||||||||||||
Fair value of shares issued for acquisition | $ 50,000 | $ 50,000 | |||||||||||||||||
Medigap Acquisition [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued during period, shares, acquisitions | 40,402 | ||||||||||||||||||
Software and Software Development Costs [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued to purchase software | 1,556 | ||||||||||||||||||
Fair value of shares issued to purchase software | $ 340,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Conversion of stock shares converted | 147,939 | ||||||||||||||||||
Shares converted | 263,773 | ||||||||||||||||||
Number of shares issued to purchase software | 1,556 | ||||||||||||||||||
Fair value of shares issued to purchase software | $ 134 | ||||||||||||||||||
Shares issued due to public offering, shares | 14,275 | 400 | 178,060 | 120,000 | |||||||||||||||
Number of shares issued for services | 1,000 | ||||||||||||||||||
Number of value issued for services | $ 86 | ||||||||||||||||||
Stock issued during period, shares, acquisitions | 40,402 | 995 | |||||||||||||||||
Fair value of shares issued for acquisition | $ 3,475 | $ 86 | |||||||||||||||||
Exercise of Series A warrants, shares | 25,000 | ||||||||||||||||||
Number of shares converted | 25,000 | (218,462) | |||||||||||||||||
Vesting of stock award | 14,275 | 400 | |||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 7,418 | ||||||||||||||||||
Number of shares of compensation | $ 110,240 | ||||||||||||||||||
Shares granted | $ 180,546 | ||||||||||||||||||
Compensation expense | $ 32,131 | ||||||||||||||||||
Shares issued | 667 | ||||||||||||||||||
Common Stock [Member] | Series B Warrant Liability [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares issued due to public offering, shares | 1,667 | ||||||||||||||||||
Warrents exercise price | $ 7.50 | $ 7.50 | |||||||||||||||||
Number of shares issued exercised | 1,667 | ||||||||||||||||||
Cash proceeds | $ 12,500 | ||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares issued due to public offering, shares | 178,060 | ||||||||||||||||||
Common Stock [Member] | Vendor [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued for services | 1,000 | ||||||||||||||||||
Series A Warrant [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Exercise of Series A warrants, shares | 25,000 | ||||||||||||||||||
Warrents exercise price | $ 99 | ||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Exercise of Series A warrants, shares | 25,000 | ||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock, par value | $ 1,000 | ||||||||||||||||||
Conversion of stock shares converted | 9,076 | 9,076 | |||||||||||||||||
Shares converted | 16 | ||||||||||||||||||
Series C Prepaid Warrants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrant conversion shares | 218,462 | 218,462 | |||||||||||||||||
Warrants exercise price | $ 0.015 | $ 0.015 | |||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 218,462 | 218,462 | |||||||||||||||||
Series C Prepaid Warrants [Member] | Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrant conversion shares | 218,462 | 218,462 | |||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 218,462 | 218,462 | |||||||||||||||||
Proceeds from issuance of debt | $ 1,336 | ||||||||||||||||||
Series D Prepaid Warrants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrant conversion shares | 81,500 | ||||||||||||||||||
Warrants exercise price | $ 0.015 | ||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 81,423 | 81,500 | |||||||||||||||||
Proceeds from issuance of debt | $ 795 | ||||||||||||||||||
Series D Prepaid Warrants [Member] | Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrant conversion shares | 81,472 | ||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 81,423 | ||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Exercise of Series A warrants, shares | 113,000 | 138,000 | |||||||||||||||||
Warrents exercise price | $ 90 | $ 90 | |||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 138,000 | 138,000 | |||||||||||||||||
Exercise price percentage | 11,000% | 11,000% | |||||||||||||||||
Series C and D Warrants [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrents exercise price | $ 0.015 | $ 0.015 | |||||||||||||||||
Reliance Global Holdings, LLC [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,800,000 | ||||||||||||||||||
Warrant conversion shares | 42,222 | ||||||||||||||||||
Warrants exercise price | $ 6 | ||||||||||||||||||
Reliance Global Holdings, LLC [Member] | Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares issued upon conversion | 778 | 262,995 | |||||||||||||||||
Reliance Global Holdings, LLC [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Conversion of stock 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, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ 6,466,162 | $ (21,098,465) |
Deemed dividend | (6,930,335) | |
Net loss | $ (464,173) | $ (21,098,465) |
Weighted average common shares | 1,094,781 | 673,137 |
Effect of weighted average vested stock awards | 208 | |
Basic and diluted weighted average shares outstanding | 1,094,989 | 673,137 |
Basic and diluted loss per common share: | $ (0.42) | $ (31.34) |
SCHEDULE OF DILUTIVE NET LOSS P
SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 10,928 | 10,928 |
Series A Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 113,000 | |
Placement Agent Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 1,347,970 | |
Unvested Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 6,576 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details) | Dec. 31, 2022 USD ($) |
Leases | |
2023 | $ 570,275 |
2024 | 269,908 |
2025 | 144,124 |
2026 | 113,738 |
2027 | 117,150 |
Thereafter | 151,053 |
Total undiscounted operating lease payments | 1,366,248 |
Less: Imputed interest | 134,126 |
Present value of operating lease liabilities | $ 1,232,122 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Lease expense | $ 598,422 | $ 307,773 |
Weighted average remaining lease term | 3 years 9 months 25 days | 5 years 3 months 10 days |
Weighted average discount rate | 5.67% | 5.83% |
SCHEDULE OF EARN-OUT LIABILITY
SCHEDULE OF EARN-OUT LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | $ 3,813,878 | $ 2,931,418 |
Changes due to business combinations | 600,000 | 1,694,166 |
Changes due to payments | (1,704,925) | (452,236) |
Changes due to fair value adjustments | 525 | (278,102) |
Ending balance | 2,709,478 | 3,813,878 |
Changes due to write-offs | (81,368) | |
Commercial Solutions Of Insurance Agency LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 81,368 | |
Changes due to business combinations | ||
Changes due to payments | ||
Changes due to fair value adjustments | ||
Ending balance | ||
Changes due to write-offs | (81,368) | |
Fortman Insurance Agency LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 515,308 | 432,655 |
Changes due to business combinations | ||
Changes due to payments | (34,430) | |
Changes due to fair value adjustments | 186,122 | 82,653 |
Ending balance | 667,000 | 515,308 |
Changes due to write-offs | ||
Southwestern Montana Insurance Center Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 615,969 | 522,553 |
Changes due to business combinations | ||
Changes due to payments | (326,935) | |
Changes due to fair value adjustments | 210,967 | 93,416 |
Ending balance | 500,000 | 615,969 |
Changes due to write-offs | ||
Altruis Benefits Consultants Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 992,868 | 1,894,842 |
Changes due to business combinations | ||
Changes due to payments | (84,473) | (452,236) |
Changes due to fair value adjustments | (73,452) | (449,738) |
Ending balance | 834,943 | 992,868 |
Changes due to write-offs | ||
JP Kush And Associates Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 1,689,733 | |
Changes due to business combinations | 1,694,166 | |
Changes due to payments | (1,259,087) | |
Changes due to fair value adjustments | (283,112) | (4,433) |
Ending balance | 147,534 | 1,689,733 |
Changes due to write-offs | ||
Barra [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | ||
Changes due to business combinations | 600,000 | |
Changes due to fair value adjustments | (40,000) | |
Ending balance | $ 560,000 |
SCHEDULE OF ACTUAL INCOME TAX R
SCHEDULE OF ACTUAL INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal rate | 21% | 21% |
State net of federal | (7.90%) | 0.30% |
Non-taxable change in fair value of warrant commitment | (106.30%) | 0% |
Goodwill impairment | 46.70% | |
Rate Change | (4.10%) | 0.40% |
Other | 2.20% | 0% |
Valuation allowance | 48.50% | (21.60%) |
Effective income tax rate | 0% | 0% |
SCHEDULE OF DEFERRED INCOME TAX
SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 4,938,164 | $ 1,900,194 |
Stock based compensation | 1,148,836 | 725,546 |
Goodwill | (771,631) | (199,086) |
Intangibles | 745,227 | 459,441 |
Fixed assets | (99,002) | (56,691) |
Right of use assets | (300,616) | (333,347) |
Lease liabilities | 313,342 | 337,671 |
Other | 1,525 | 1,336 |
Total deferred tax assets | 5,975,846 | 2,835,065 |
Valuation allowance | (5,975,846) | (2,835,065) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Federal net operating loss carryforwards excluding indefinite life | $ 19,784,000 | |
Operating loss carryforward limitation | Federal Net Operating Loss Carry forwards, of which $1.3 million will begin to expire beginning 2031 | |
Income tax description | $18.5 million will not expire but are limited to use of 80% of current year taxable income | |
State net operating loss carry forwards | $ 15,264,000 | |
Change in valuation of allowance | $ 3,140,780 | $ 742,884 |
CARES Act [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Income tax 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 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 13, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Due to related party | $ 100,724 | $ 353,766 | |
Promissory note principle | $ 482,000 | $ 0 | |
Notes bearing interest percentage | 0% | 8% | |
YES Americana Group LLC [Member] | |||
Promissory note principle | $ 1,500,000 | ||
Note matures date | Jan. 15, 2024 | ||
Notes bearing interest percentage | 0% | ||
Debt description | 5% per annum thereafter, payable monthly | ||
Reliance Holdings [Member] | |||
Ownership percentage | 24% | 33% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Mar. 13, 2023 | Feb. 23, 2023 | Feb. 13, 2023 | Feb. 07, 2023 | Jan. 02, 2023 | Sep. 13, 2022 | Jan. 21, 2021 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2023 | Dec. 22, 2021 | |
Subsequent Event [Line Items] | ||||||||||||
Shares issued for vested stock awards, shares | ||||||||||||
Promissory note principle | $ 482,000 | $ 0 | ||||||||||
Common stock par value | $ 0.086 | $ 0.086 | ||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-85.71 reverse split | |||||||||||
Shares issued due to public offering, shares | 138,000 | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common stock par value | $ 0.086 | |||||||||||
YES Americana Group LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Promissory note principle | $ 1,500,000 | |||||||||||
Debt instrument description | 5% per annum thereafter, payable monthly | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Officers compensation | $ 275,000 | |||||||||||
Shares issued for vested stock awards, shares | 40,000 | |||||||||||
Stockholders' Equity, Reverse Stock Split | pursuant to authority granted by the Board of Directors of the Company, the Company implemented a 1-for-15 reverse split of the Company’s authorized and issued and outstanding common stock (the “Reverse Split-2023”). The par value remains unchanged. All share and per share information as well as common stock and additional paid-in capital have been retroactively adjusted to reflect the Reverse Split-2023 for all periods presented, unless otherwise indicated. | |||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common stock par value | $ 0.086 | |||||||||||
Shares issued due to public offering, shares | 155,038 | |||||||||||
Exercisable warrants | 897,594 | |||||||||||
Shares issued pursuant to acquisition of Kush, shares | 2,105,264 | |||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Placement Agent Warrant [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued | 52,632 | |||||||||||
Cash fee percentage | 8% | |||||||||||
legal fees | $ 95,000 | |||||||||||
Subsequent Event [Member] | YES Americana Group LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Promissory note principle | $ 1,500,000 | |||||||||||
Debt instrument description | On February 7, 2023, the Company and Americana entered into an amendment to the Note pursuant to which (i) the principal amount of the Note was increased to $1,845,000 as a result of Americana’s funding of an additional $345,000 to the Company during the period of January 23, 2023 through February 2, 2023, (ii) the maturity date of the Note was amended to January 15, 2026, (iii) the interest rate under the Note shall not increase after the maturity date, and (iv) the Note can be converted at any time, at the option of Americana, into shares of the Company’s common stock, par value $0.086 per share (the “Common Stock”). The conversion price under the Note is equal to the Nasdaq minimum price, which is the lower of: (i) the closing price of the Common Stock (as reflected on Nasdaq.com) immediately preceding the signing of the Amendment; or (ii) the average closing price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the Amendment | |||||||||||
Conversion of stock | $ 645,000 | |||||||||||
Conversion of stock shares | 1,001,148 | |||||||||||
Common stock par value | $ 0.086 |