Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,126,348 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | RELI | |
Security Exchange Name | NASDAQ | |
Series A Warrants [Member] | ||
Title of 12(b) Security | Series A Warrants | |
Trading Symbol | RELIW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 1,274,743 | $ 505,410 |
Restricted cash | 1,405,513 | 1,404,359 |
Accounts receivable, related parties | 978,877 | 994,321 |
Other receivables | 2,900,648 | 11,464 |
Prepaid expense and other current assets | 553,122 | 245,535 |
Current Assets - Discontinued Operations | 85,998 | |
Total current assets | 7,132,267 | 3,265,379 |
Property and equipment, net | 149,084 | 162,767 |
Right-of-use assets | 976,020 | 1,018,952 |
Investment in NSURE, Inc. | 900,000 | |
Intangibles, net | 12,308,697 | 13,439,369 |
Goodwill | 14,287,099 | 14,287,099 |
Other non-current assets | 23,284 | 23,284 |
Other Assets - Discontinued Operations | 5,330,879 | |
Total assets | 34,876,451 | 38,427,729 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 911,247 | 951,382 |
Short term financing agreements | 195,024 | 154,017 |
Other payables | 217,101 | 101,113 |
Current portion of long-term debt | 1,329,121 | 1,118,721 |
Current portion of leases payable | 370,855 | 339,937 |
Earn-out liability, current portion | 969,000 | 2,153,478 |
Current Liabilities - Discontinued Operations | 1,600,636 | |
Total current liabilities | 4,864,597 | 7,841,533 |
Long term debt, less current portion | 11,711,780 | 12,349,673 |
Leases payable, less current portion | 635,863 | 714,068 |
Earn-out liability, less current portion | 556,000 | |
Warrant liabilities | 3,759,428 | 6,433,150 |
Noncurrent Liabilities - Discontinued Operations | ||
Total liabilities | 21,849,062 | 29,516,690 |
Stockholders’ equity: | ||
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | ||
Common stock, $0.086 par value; 133,333,333 shares authorized and 2,053,084 and 1,219,573 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 176,546 | 104,883 |
Additional paid-in capital | 42,686,651 | 35,798,139 |
Accumulated deficit | (29,835,808) | (26,991,983) |
Total stockholders’ equity | 13,027,389 | 8,911,039 |
Total liabilities and stockholders’ equity | 34,876,451 | 38,427,729 |
Related Party [Member] | ||
Current assets: | ||
Accounts receivable, related parties | 19,364 | 18,292 |
Current liabilities: | ||
Current portion of loans payables, related parties | 872,249 | 1,422,249 |
Loans payable, related parties, less current portion | 307,394 | 122,266 |
Convertible debt, related parties, less current portion | $ 570,000 | $ 1,500,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value per share | $ 0.086 | $ 0.086 |
Preferred stock, shares authorized | 750,000,000 | 750,000,000 |
Preferred stock, shares issued | 0 | 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 | 2,053,084 | 1,219,573 |
Common stock, shares outstanding | 2,053,084 | 1,219,573 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||||
Commission income | $ 3,195,905 | $ 2,847,149 | $ 7,135,008 | $ 5,905,846 |
Total revenue | 3,195,905 | 2,847,149 | 7,135,008 | 5,905,846 |
Operating expenses | ||||
Commission expense | 822,274 | 662,932 | 1,905,600 | 1,448,543 |
Salaries and wages | 1,742,697 | 1,637,412 | 3,454,794 | 3,269,225 |
General and administrative expenses | 1,703,811 | 1,630,169 | 3,062,066 | 3,963,964 |
Marketing and advertising | 109,860 | (4,844) | 246,432 | 84,686 |
Depreciation and amortization | 655,449 | 694,440 | 1,309,227 | 1,263,440 |
Total operating expenses | 5,034,091 | 4,620,109 | 9,978,119 | 10,029,858 |
Loss from operations | (1,838,186) | (1,772,960) | (2,843,111) | (4,124,012) |
Other (expense) income | ||||
Interest expense, related parties | (370,905) | (194,929) | (722,462) | (305,095) |
Other expense, net | (16,979) | (3,605) | (13,297) | 541 |
recognition and change in fair value of warrant liabilities | (1,592,509) | 12,633,251 | 2,673,723 | 24,479,215 |
Total other (expense) income | (2,031,546) | 12,432,988 | 1,845,335 | 24,171,201 |
(Loss) income from continuing operations before tax | (3,869,732) | 10,660,028 | (997,776) | 20,047,189 |
Income (loss) from discontinued operations before tax | 2,814,445 | (164,337) | (1,846,048) | (211,497) |
Net (loss) income | $ (1,055,287) | $ 10,495,691 | $ (2,843,824) | $ 19,835,692 |
Basic (loss) earnings per share | ||||
Continuing operations | $ (1.42) | $ 9.97 | $ (0.47) | $ 12.80 |
Discontinued operations | 1.03 | (0.15) | (0.86) | (0.21) |
Basic (loss) earnings per share | (0.39) | 9.82 | (1.33) | 12.59 |
Diluted (loss) earnings per share | ||||
Continuing operations | (1.42) | 8.74 | (0.47) | (12.65) |
Discontinued operations | 1.03 | (0.13) | (0.86) | (0.19) |
Diluted (loss) earnings per share | $ (0.39) | $ 8.61 | $ (1.33) | $ (12.84) |
Weighted average number of shares outstanding - Basic | 2,716,512 | 1,069,157 | 2,138,444 | 1,025,108 |
Weighted average number of shares outstanding - Diluted | 2,716,512 | 1,219,224 | 2,138,444 | 1,068,236 |
Related Party [Member] | ||||
Other (expense) income | ||||
Interest expense, related parties | $ (51,153) | $ (1,729) | $ (92,629) | $ (3,460) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - 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, 2021 | $ 62,815 | $ 27,329,201 | $ (20,000,000) | $ (33,458,145) | $ (26,066,129) | ||
Balance, shares at Dec. 31, 2021 | 730,407 | ||||||
Shares issued due to private placement | $ 781 | $ 15,313 | (16,043) | 20,000,000 | 20,000,051 | ||
Shares issued due to private placement, shares | 178,059 | ||||||
Share based compensation | 739,960 | 739,960 | |||||
Net income | 9,340,000 | 9,340,000 | |||||
Shares issued for vested stock awards | $ 34 | (34) | |||||
Shares issued for vested stock awards, shares | 400 | ||||||
Shares issued pursuant to acquisition of Medigap | $ 3,475 | 4,759,976 | 4,763,451 | ||||
Shares issued pursuant to acquisition of Medigap, shares | 40,402 | ||||||
Exercise of Series A warrants | $ 2,150 | 2,472,850 | 2,475,000 | ||||
Exercise of Series A warrants, shares | 25,000 | ||||||
Exercise of Series C warrants into common shares | $ (18,788) | 18,788 | |||||
Exercise of Series C warrants into common shares, shares | (218,462) | ||||||
Balance at Mar. 31, 2022 | $ 781 | $ 64,999 | 35,304,698 | (24,118,145) | 11,252,333 | ||
Balance, shares at Mar. 31, 2022 | 9,076 | 755,807 | 0 | ||||
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 | ||||||
Net income | 19,835,692 | ||||||
Balance at Jun. 30, 2022 | $ 781 | $ 83,787 | 35,466,329 | (13,622,454) | 21,928,443 | ||
Balance, shares at Jun. 30, 2022 | 9,076 | 974,269 | |||||
Balance at Mar. 31, 2022 | $ 781 | $ 64,999 | 35,304,698 | (24,118,145) | 11,252,333 | ||
Balance, shares at Mar. 31, 2022 | 9,076 | 755,807 | 0 | ||||
Share based compensation | 179,083 | 179,083 | |||||
Net income | 10,495,691 | ||||||
Exercise of Series C warrants into common shares | $ 18,788 | (17,452) | 1,336 | ||||
Exercise of Series C warrants into common shares, shares | 218,462 | ||||||
Balance at Jun. 30, 2022 | $ 781 | $ 83,787 | 35,466,329 | (13,622,454) | 21,928,443 | ||
Balance, shares at Jun. 30, 2022 | 9,076 | 974,269 | |||||
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 | ||||||
Common shares issued for earnout liabilities | $ 9,404 | 973,074 | 982,478 | ||||
Common shares issued for earnout liabilities, shares | 109,358 | ||||||
Conversion of convertible debt, related parties | $ 5,740 | $ 639,260 | $ 645,000 | ||||
Conversion of convertible debt, related parties, shares | 66,743 | ||||||
Round up of shares due to reverse split | 1,300 | (5,946) | (4,646) | ||||
Round up of shares due to reverse split, shares | 15,336 | ||||||
Shares issued due to private placement | $ 13,333 | $ 3,433,151 | $ 3,446,484 | ||||
Shares issued due to private placement, shares | 155,038 | ||||||
Share based compensation | 43,797 | 43,797 | |||||
Net income | (1,788,538) | (1,788,538) | |||||
Balance at Mar. 31, 2023 | $ 134,660 | 40,881,475 | (28,780,521) | 12,235,614 | |||
Balance, shares at Mar. 31, 2023 | 1,566,048 | ||||||
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 | ||||||
Net income | (2,843,824) | ||||||
Balance at Jun. 30, 2023 | $ 176,546 | 42,686,651 | (29,835,808) | $ 13,027,389 | |||
Balance, shares at Jun. 30, 2023 | 2,053,084 | 0 | |||||
Balance at Mar. 31, 2023 | $ 134,660 | 40,881,475 | (28,780,521) | $ 12,235,614 | |||
Balance, shares at Mar. 31, 2023 | 1,566,048 | ||||||
Common shares issued for earnout liabilities | $ 30,294 | 1,403,406 | 1,433,700 | ||||
Common shares issued for earnout liabilities, shares | 352,260 | ||||||
Share based compensation | 35,367 | 35,367 | |||||
Net income | (1,055,287) | (1,055,287) | |||||
Common shares issued for services | $ 9,681 | 368,314 | 377,995 | ||||
Common shares issued for services, shares | 112,557 | ||||||
Shares issued for vested stock awards | $ 1,911 | (1,911) | |||||
Shares issued for vested stock awards, shares | 22,219 | ||||||
Balance at Jun. 30, 2023 | $ 176,546 | $ 42,686,651 | $ (29,835,808) | $ 13,027,389 | |||
Balance, shares at Jun. 30, 2023 | 2,053,084 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (2,843,824) | $ 19,835,692 |
Adjustment to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 1,309,227 | 1,263,440 |
Amortization of debt issuance costs and accretion of debt discount | 23,442 | 18,291 |
Non-cash lease expense | (4,355) | 17,637 |
Stock compensation expense | 79,164 | 919,043 |
Common stock issued in lieu of services performed | 377,995 | |
Earn-out fair value and write-off adjustments | 1,019,925 | 354,963 |
Change in fair value of warrant liability | (2,673,723) | (24,479,215) |
Change in operating assets and liabilities: | ||
Accounts payables and other accrued liabilities | (40,135) | (1,853,366) |
Accounts receivable | 15,444 | 142,825 |
Accounts receivable, related parties | (1,072) | (47,283) |
Other receivables | 10,816 | 7,030 |
Other payables | 115,988 | 126,984 |
Other non-current assets | (6,493) | |
Prepaid expense and other current assets | (303,322) | 2,173,810 |
Net cash used in operating activities | (2,914,430) | (1,526,642) |
Net cash adjustments for discontinued operating activities | 907,329 | 215,231 |
Net cash used in discontinued and continuing operating activities | (2,007,101) | (1,311,411) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of investment in NSURE | 900,000 | |
Purchase of property and equipment | (13,010) | (11,959) |
Business acquisitions, net of cash acquired | (6,000,000) | |
Purchase of intangibles | (151,862) | (5,096,885) |
Net cash provided by (used in) investing activities | 735,128 | (11,108,844) |
Net cash adjustments for discontinued investing activities | (13,517,085) | |
Net cash provided by (used in) discontinued and continuing investing activities | 735,128 | (24,625,929) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal repayments of debt | (450,935) | (447,908) |
Debt issuance costs | (214,257) | |
Proceeds from loan for business acquisition | 6,520,000 | |
Issuance of common shares in exchange for Series C warrants | 1,336 | |
Payments of loans payable, related parties | (649,870) | (21,541) |
Earn-out liability | (344,225) | (411,408) |
Exercise of warrants into common stock | 2,475,000 | |
Principal repayments on short term financing | 58,707 | (40,552) |
Private placement of shares and warrants | 3,446,484 | 17,853,351 |
Net cash provided by continuing financing activities | 2,060,161 | 25,714,021 |
Net cash used in discontinued financing activities | (17,701) | |
Total net cash provided by continuing and discontinued financing activities | 2,042,460 | 25,714,021 |
Net increase (decrease) in cash and restricted cash | 770,487 | (223,319) |
Cash and restricted cash at beginning of year | 1,909,769 | 4,620,722 |
Cash and restricted cash at end of year | 2,680,256 | 4,397,403 |
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS: | ||
Common stock issuance to settle earn-out liabilities | $ 2,416,178 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Reliance Global Group, Inc., formerly known as Ethos Media Network, Inc. (“RELI”, “Reliance”, or the “Company”), was incorporated in Florida on August 2, 2013. Basis of Presentation and Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Liquidity As of June 30, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $ 2,680,000 7,132,000 4,865,000 2,268,000 13,027,000 2,843,000 2,674,000 998,000 1,846,000 2,844,000 3,446,000 Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are 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 U.S. 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 reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW June 30, 2023 June 30, 2022 Cash $ 1,274,743 $ 2,979,769 Restricted cash 1,405,513 1,417,634 Total cash and restricted cash $ 2,680,256 $ 4,397,403 Fair Value of Financial Instruments Level 1 — Observable inputs reflecting 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. Warrant Liabilities: SCHEDULE OF EARN OUT LIABILITY June 30, 2023 December 31, 2022 Stock price $ 4.71 $ 8.55 Volatility 105.0 % 105.0 % Time to expiry 3.51 4.01 Dividend yield 0 % 0 % Risk free rate 4.4 % 4.1 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Commitment Series B Warrant Liabilities Placement Agent Warrants Total Beginning balance, December 31, 2022 $ - $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss - (4,226,950 ) (39,281 ) (4,266,231 ) Ending balance, March 31, 2023 - 2,157,300 9,619 2,166,919 Beginning balance, - 2,157,300 9,619 2,166,919 Unrealized (gain) loss - 1,584,684 7,825 1,592,509 Ending balance, June 30, 2023 $ - $ 3,741,984 $ 17,444 $ 3,759,428 Ending balance $ - $ 3,741,984 $ 17,444 $ 3,759,428 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS June 30, 2023 December 31, 2022 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 June 30, 2023 WACC Risk Premium: 14.0 % Volatility 50.0 % Credit Spread: 9.6 % Payment Delay (days) 90 Risk free rate USD Yield Curve Discounting Convention: Mid-period Number of Iterations 100,000 Undiscounted remaining earn out payments were approximately $ 1,147,000 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE June 30, 2023 December 31, 2022 Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and settlements (2,760,403 ) (1,104,925 ) Period adjustments: Fair value changes included in earnings * 1,019,925 525 Ending balance 969,000 2,709,478 Less: Current portion (969,000 ) (2,153,478 ) Ending balance, less current portion $ - $ 556,000 * Recorded as a reduction to general and administrative expenses Revenue Recognition The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended June 30, 2023 Medical Life Property and Casualty Total Regular EBS $ 206,668 $ 4,471 $ - $ 211,139 USBA 11,426 658 - 12,084 CCS/UIS - - 73,402 73,402 Montana 444,783 3,350 - 448,133 Fortman 288,902 1,680 227,176 517,758 Altruis 1,200,537 - - 1,200,537 Kush 322,188 - - 322,188 Barra 52,209 61,821 296,634 410,664 Total $ 2,526,713 $ 71,980 $ 597,212 $ 3,195,905 Six Months ended June 30, 2023 Medical Life Property and Casualty Total Regular EBS $ 439,949 $ 8,571 $ - $ 448,520 USBA 22,689 1,423 - 24,112 CCS/UIS - - 120,172 120,172 Montana 930,792 8,335 - 939,127 Fortman 596,557 2,073 433,544 1,032,174 Altruis 3,068,673 - - 3,068,673 Kush 642,479 - - 642,479 Barra 121,319 85,202 653,230 859,751 Total $ 5,822,458 $ 105,604 $ 1,206,946 $ 7,135,008 Three Months ended June 30, 2022 Medical Life Property and Casualty Total Regular EBS $ 178,936 $ 5,915 $ - $ 184,851 USBA 12,319 - - 12,319 CCS/UIS - - 57,195 57,195 Montana 450,742 963 - 451,705 Fortman 357,334 - 205,804 563,138 Altruis 881,337 834 - 882,171 Kush 425,449 - - 425,449 Reli Exchange 47,661 22,263 200,397 270,321 Total $ 2,353,778 $ 29,975 $ 463,396 $ 2,847,149 Six Months ended June 30, 2022 Medical Life Property and Casualty Total Regular EBS $ 399,547 $ 6,488 $ - $ 406,035 USBA 25,906 - - 25,906 CCS/UIS - - 101,077 101,077 Montana 956,329 2,097 - 958,426 Fortman 687,060 2,873 403,064 1,092,997 Altruis 2,184,367 2,676 - 2,187,043 Kush 864,040 - - 864,040 Reli Exchange 47,662 22,263 200,397 270,322 Total $ 5,164,911 $ 36,397 $ 704,538 $ 5,905,846 The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES For the three months ended June 30, Insurance Carrier 2023 2022 Priority Health 28 % 30 % BlueCross BlueShield 12 % 13 % Insurance Carrier 12 % 13 % For the six months ended June 30, Insurance Carrier 2023 2022 Priority Health 37 % 36 % BlueCross BlueShield 13 % 14 % Insurance Carrier 37 % 36 % No other single customer accounted for more than 10% Income Taxes The Company recorded no income tax expense for the three and six months ended June 30, 2023 and 2022 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives. As of June 30, 2023 Discontinued Operations The Company’s board of directors approved the discontinuation and abandonment of Medigap Healthcare Insurance Company, LLC (“Medigap”), a subsidiary of the Company, effective April 17, 2023, due to Medigap’s sustained recurring losses stemming from amongst other factors, greater than anticipated revenue chargebacks. The Company was unable to divest its interest in Medigap for value, and accordingly, operations were wound down in an orderly manner. In doing so, the Company transferred to its operating entity, Medigap’s customer relationships and internally developed and purchased software intangible assets, with net of amortization combined value of approximately $ 4,300,000 , as well as, its short-term financing arrangement of $ 29,500 , and each are respectively classified in the intangible assets and short term financing agreements accounts in the condensed consolidated balance sheets for the periods ended June 30, 2023 and December 31, 2022. These assets have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. Medigap’s remaining assets were considered to have no remaining asset value and were fully impaired. Certain liabilities and estimated liabilities as outlined in the tables herein, were discharged and/or written-off in conjunction with the Settlement Agreement (as defined below) because of them having a net zero dollar estimated liability value. Accordingly, the Company recognized a net of estimated liability adjustments gain of approximately $ 10,000 4,400,000 Settlement Agreement On June 30, 2023, the Company entered into a confidential settlement agreement and mutual release (the “Settlement Agreement”) with certain Medigap affiliated entities and persons, and the former owners of Medigap, whereby the Company would receive a settlement payment of $ 2,900,000 The following tables present the major components of assets and liabilities included in discontinued operations on the condensed consolidated balance sheets. SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS June 30, 2023 December 31, 2022 Accounts receivable - $ 73,223 Accounts receivable, related parties - 3,595 Other receivables - 5,388 Prepaid expense and other current assets - 3,792 Current Assets - Discontinued Operations $ 85,998 Condensed consolidated balance sheets - Current Assets - Discontinued Operations $ 85,998 Property and equipment, net - $ 24,116 Right-of-use assets - 163,129 Intangibles, net - 318,000 Goodwill - 4,825,634 Other Assets - Discontinued Operations - $ 5,330,879 Condensed consolidated balance sheets - Other Assets - Discontinued Operations - $ 5,330,877 Accounts payable and other accrued liabilities - $ 506,585 Chargeback reserve - 915,934 Current portion of leases payable - 178,117 Current Liabilities - Discontinued Operations - $ 1,600,636 Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations - $ 1,600,636 The following table rolls forward Medigap’s assets and liabilities from their carrying values pre-abandonment to their values post abandonment, and presents the impact of reclassifications, impairments, and write-offs: Medigap Related Assets Carrying Value Prior To Abandonment Asset and Liability Transfers Retained by the Company Asset Impairments and Liability Write-Offs Carrying Value As of June 30, 2023 Accounts receivable $ 56,398 $ - $ (56,398 ) $ - Accounts receivable, related party 3,595 - (3,595 ) - Other receivables 5,388 - (5,388 ) - Current assets – Medigap $ 65,381 $ - $ (65,381 ) $ - Property and equipment, net $ 22,378 $ - $ (22,378 ) $ - Right-of-use assets 119,594 - (119,594 ) - Intangibles, net 4,570,536 (4,258,214 ) 1 (312,322 ) - Goodwill 4,825,634 - (4,825,634 ) - Other assets - Medigap $ 9,538,142 $ (4,258,214 ) $ (5,279,928 ) $ - Total assets - Medigap $ 9,603,523 $ (4,258,214 ) $ (5,345,309 ) $ - Accounts payable and other accrued liabilities $ 4,157 $ - $ (4,157 ) $ - Short term financing agreements 29,500 (29,500 ) - - Chargeback Reserve 831,725 - (831,725 ) 2 - Current portion of leases payable 134,517 - (134,517 ) 3 - Other liabilities 9,842 - (9,842 ) 3 - Current Liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Total Liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Net assets and liabilities - Medigap $ 8,593,782 $ (4,228,714 ) $ (4,365,068 ) $ - 1 Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. 2 Estimated liability write-off per net zero dollar estimated liability value. 3 Liability discharge pursuant to the Settlement Agreement. The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations. Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Three Months Ended June 30, 2023 Income Commission income $ 11,025 $ 1,359,976 $ 744,030 $ 2,537,061 Expenses Commission expense 5,491 187,196 110,639 305,740 Salaries and wages 53,508 539,380 454,823 989,743 General and administrative expenses 10,612 129,048 129,348 248,323 Marketing and advertising 36,544 614,226 426,819 1,111,719 Depreciation and amortization - 61,964 7,283 100,488 Other expenses (income) 267 (7,500 ) (3,902 ) (7,456 ) Total discontinued operations expenses before impairments and write-offs 106,422 1,524,314 1,125,010 2,748,557 Total discontinued operations income / (loss) before impairments and write-offs $ (95,397 ) $ (164,338 ) $ (380,980 ) $ (211,496 ) Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities Settlement Recovery $ 2,900,000 - $ 2,900,000 Asset impairment losses Accounts receivable - - (56,398 ) - Accounts receivable, related parties - - (3,595 ) - Other receivables - - (5,388 ) - Property and equipment, net - - (22,378 ) - Right-of-use assets - - (119,594 ) - Intangibles, net - - (312,322 ) - Goodwill - - (4,825,634 ) - Total Asset Impairments - - (5,345,309 ) - Liability write-off gains Accounts payable and other accrued liabilities - - 4,157 - Other payables 9,842 - 9,842 - Chargeback reserve - - 831,725 - Current portion of leases payable - - 134,517 - Total liability write-off gains 9,842 - 980,241 - Discontinued operations net asset and liability impairments / write-offs gains and (losses) 9,842 - (4,365,068 ) - Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities 2,909,842 - (1,465,068 ) - Gain (loss) from discontinued operations before tax 2,814,445 (164,338 ) (1,846,048 ) (211,496 ) Consolidated statement of operations - Income (loss) from discontinued operations before tax $ 2,814,445 $ (164,338 ) $ (1,846,048 ) $ (211,496 ) Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022, adjusted for discontinued operations. SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2021 $ 10,050,277 Goodwill recognized in connection with Barra acquisition on April 26, 2022 4,236,822 December 31, 2022 14,287,099 June 30, 2023 $ 14,287,099 For the year ended December 31, 2022, due to a declining market capitalization attributed to Medigap’s performance, 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 $ 19,100,000 33,400,000 14,373,374 4,825,634 The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022 inclusive of discontinued operations. Goodwill December 31, 2021 $ 10,050,277 Goodwill recognized in connection with Medigap acquisition 19,199,008 Goodwill recognized in connection with Barra acquisition 4,236,822 Goodwill impairment (Medigap) during the year-ended December 31, 2022 (14,373,374 ) December 31, 2022 19,112,733 Goodwill impairment (Medigap) during the six months ended June 30, 2023 (4,825,634 ) June 30, 2023 $ 14,287,099 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of June 30, 2023: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 2.0 $ 1,807,187 $ (1,144,749 ) $ 662,438 Internally developed software 3.7 1,783,837 (464,372 ) 1,319,465 Customer relationships 8.5 11,922,290 (2,635,325 ) 9,286,965 Purchased software 0.3 667,206 (600,937 ) 66,269 Video production assets - 50,000 (50,000 ) - Non-competition agreements 1.4 3,504,810 (2,531,250 ) 973,560 $ 19,735,330 $ (7,426,633 ) $ 12,308,697 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: Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 4.4 $ 1,806,188 $ (969,241 ) $ 836,947 Internally developed software 4.1 1,635,178 (287,990 ) 1,347,188 Customer relationships 9.0 11,922,290 (2,076,086 ) 9,846,204 Purchased software 0.4 665,137 (581,497 ) 83,640 Video production assets - 50,000 (50,000 ) - Non-competition agreements 1.9 3,504,810 (2,179,420 ) 1,325,390 Total $ 19,583,603 $ (6,144,234 ) $ 13,439,369 The following table reflects expected amortization expense as of June 30, 2023, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2023 (remainder of year) $ 1,279,911 2024 2,190,466 2025 1,796,510 2026 1,527,816 2027 1,194,592 Thereafter 4,319,402 Total $ 12,308,697 |
LONG-TERM DEBT AND SHORT-TERM F
LONG-TERM DEBT AND SHORT-TERM FINANCINGS | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND SHORT-TERM FINANCINGS | NOTE 3. LONG-TERM DEBT AND SHORT-TERM FINANCINGS Long-Term Debt The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT June 30, 2023 December 31, 2022 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5%, maturing August 2028, net of deferred financing costs of $11,279 and $12,388 as of June 30, 2023 and December 31, 2022, respectively $ 398,734 $ 426,883 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5% August 2028 11,279 12,388 $ 398,734 $ 426,883 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5% December 2028 13,800 15,076 649,875 693,682 Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0% April 2029 8,469 9,206 742,833 788,596 Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0% May 2029 33,935 36,843 1,874,813 1,987,846 Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0% September 2029 38,889 42,129 3,076,800 3,249,575 Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of Prime Rate plus 2.5% May 2032 187,475 198,188 6,297,846 6,321,812 13,040,901 13,468,394 Less: current portion (1,329,121 ) (1,118,721 ) Long-term debt $ 11,711,780 $ 12,349,673 Oak Street Funding LLC – Term Loans and Credit Facilities SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES Fiscal year ending December 31, Maturities of Long-Term Debt 2023 (remainder of year) $ 647,062 2024 1,401,013 2025 1,560,173 2026 1,733,052 2027 1,925,105 Thereafter 6,068,494 Total 13,334,899 Less: debt issuance costs (293,998 ) Total $ 13,040,901 Short-Term Financings The Company has various short-term notes payable for financed items such as insurance premiums and CRM software purchases. These are normally paid in equal installments over a period of twelve months or less and carry interest rates ranging between 0% 8% 195,000 377,000 |
WARRANT LIABILITIES
WARRANT LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Warrant Liabilities | |
WARRANT LIABILITIES | NOTE 4. WARRANT LIABILITIES Series B Warrants Pursuant to the terms of the SPA, during the quarter ended June 30, 2023, the Series B Warrants’ effective exercise price reset to $ 2.63 1,331,667 For the three and six months ended June 30, 2023, net fair value gains and losses recognized for the Series B Warrants were a loss of $ 1,584,684 2,642,267 12,322,737 24,748,163 3,741,984 6,384,250 Placement Agent Warrants For the three and six months ended June 30, 2023, net fair value gains and losses recognized for the Placement Agent Warrants (“PAW”) were, a loss of $ 7,825 31,456 310,514 268,948 17,444 48,900 |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
EQUITY | NOTE 5. EQUITY Common Stock The Company is authorized to issue 133,333,333 0.086 In January 2023, the Company issued 109,358 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 15,300 1,300 In March 2023, Yes Americana, a related party, converted $ 645,000 66,743 9.67 66,743 In March 2023, the Company issued 155,038 During the second quarter of 2023, the Company issued 112,557 In May 2023, the Company issued 352,260 In May 2023, the Company issued 22,219 As of June 30, 2023 and December 31, 2022, there were 2,053,084 1,219,573 Warrants Series A Warrants In conjunction with the Company’s initial public offering, the Company issued 138,000 0.15 113,000 Series E and F Warrants On March 13, 2023, the Company entered into a securities purchase agreement (the “SPA-2023”) with one institutional buyer for the purchase and sale of, (i) an aggregate of 155,038 0.086 897,594 2,105,264 52,632 entered into a registration rights agreement with the buyer to register for resale the common shares underlying the Series E and F Warrants. The aggregate purchase price for the Common Shares, Prefunded Warrants (Series E Warrants) and the Common Warrants (Series F Warrants) to be purchased by the Buyer shall be equal to (i) $ 3.80 3.799 0.001 The Common Warrant (Series F) has an exercise price of $ 3.55 Private Placement-2023 . The Common Warrant will be exercisable six months following the date of issuance and will expire five and a half years from the date of issuance. The PA Warrant has an exercise price of $ 3.91 The closing of the Private Placement-2023 occurred on March 16, 2023. EF Hutton, a division of Benchmark Investments, LLC (the “Placement Agent”) acted as the sole placement agent and was entitled to an 8% Gross and net proceeds to the Company from the Private Placement-2023 were approximately $ 4 3.4 553,000 The Company determined the Series E Warrants, Series F Warrants, and PA Warrants are equity in nature because of provisions, pursuant to the warrant agreements, that permit the holder to obtain a fixed number of shares for a fixed monetary amount. The values offset to $ 0 Equity-based Compensation During the six month period ended June 30, 2023, an executive was awarded an annual stock award in conjunction with a promotion agreement, consisting of 2,667 5,601, 11,443 Total stock-based compensation expense recorded in general and administrative expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 35,367 79,163 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 6. 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 Three Months Three Months Ended Ended June 30, 2023 June 30, 2022 (Loss) income from continuing operations, numerator, basic and diluted computation $ (3,869,732 ) $ 10,660,028 Weighted average common shares, basic 2,716,512 1,069,157 Effect of series B warrants - - Effect of stock awards - 2,128 Effect of preferred stock - 147,939 Weighted average common shares, dilutive 2,716,512 1,219,224 (Loss) earnings per common share – basic $ (1.42 ) $ 9.97 (Loss) earnings per common share – diluted $ (1.42 ) 8.74 Six Months Six Months Ended Ended June 30, 2023 June 30, 2022 (Loss) income from continuing operations $ (997,776 ) $ 20,047,189 Deemed dividend - (6,930,335 ) Net income continuing operations, numerator, basic computation (997,776 ) 13,116,854 Recognition and change in fair value of warrant liabilities - (26,625,915 ) Net loss continuing operations, numerator, diluted computation $ (997,776 ) $ (13,509,061 ) Weighted average common shares, basic 2,138,444 1,025,108 Effect of series B warrants - 43,128 Weighted average common shares, dilutive 2,138,444 1,068,236 Loss per common share – basic (0.47 ) 12.80 Loss per common share – diluted $ (0.47 ) $ (12.65 ) The reversal of the gain on the change fair value of the Series B warrant liability for the six months June 30, 2022 is included in the numerator of the dilutive EPS calculation to eliminate the effects the warrants as the impact is dilutive. 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 June 30, 2023 June 30, 2022 For the Three Months Ended June 30, 2023 June 30, 2022 Shares subject to outstanding common stock options 10,928 10,928 Shares subject to outstanding Series A warrants 113,000 113,000 Shares subject to outstanding Series F warrants 2,105,264 - Shares subject to placement agent warrants 52,632 - Shares subject to unvested stock awards 3,471 - Shares subject to conversion of Series B preferred stock - - Shares subject to warrant liability - 668,299 June 30, 2023 June 30, 2022 For the Six Months Ended June 30, 2023 June 30, 2022 Shares subject to outstanding common stock options 10,928 10,928 Shares subject to outstanding Series A warrants 113,000 113,000 Shares subject to outstanding Series F warrants 2,105,264 - Shares subject to placement agent warrants 52,632 - Shares subject to unvested stock awards 3,471 4,621 Shares subject to conversion of Series B preferred stock - 147,939 Shares subject to warrant liability - - |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
LEASES | NOTE 7. LEASES Operating lease expense for the three months ended June 30, 2023 and 2022 was $ 123,326 111,900 239,296 219,223 3.89 6.20% Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Period ending June 30, 2023 Operating Lease Obligations 2023 $ 216,833 2024 357,688 2025 166,384 2026 113,738 2027 117,150 Thereafter 151,052 Total undiscounted operating lease payments 1,122,845 Less: Imputed interest 116,127 Present value of operating lease liabilities $ 1,006,718 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. 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 June 30, 2023 and December 31, 2022. 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 following outlines changes to the Company’s earn-out liability balances for the respective periods ended June 30, 2023 and December 31, 2022: SCHEDULE OF EARN-OUT LIABILITY Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2022 $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 Changes due to business combinations - - - - - - Changes due to payments $ (1,433,700 ) $ (250,000 ) $ (929,168 ) $ (147,535 ) - (2,760,403 ) Changes due to fair value adjustments 766,700 150,000 94,225 - 9,000 1,019,925 Ending balance June 30, 2023 $ - $ 400,000 $ - $ - $ 569,000 $ 969,000 Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2021 $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Beginning balance $ 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 186,122 210,966 (73,452 ) (283,111 ) (40,000 ) 525 Ending balance December 31, 2022 $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 Ending balance $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9. RELATED PARTY TRANSACTIONS On September 13, 2022, the Company issued a promissory note to YES Americana Group, LLC (“Americana”) a related party entity beneficially owned by the Company’s Chief Executive Officer, for the principal sum of $ 1,500,000 5% 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 0.086 On February 13, 2023, Americana effectuated a conversion of $ 645,000 66,743 0.086 400,000 230,000 570,000 1,500,000 convertible debt, related parties, less current portion account in the condensed consolidated balance sheets. The Company has amounts payable to Reliance Global Holdings, LLC, a related party beneficially owned by the Company’s Chief Executive Officer stemming from funds loaned to the Company for various subsidiary acquisitions. These loans do not bear interest and there is no term. Repayment will be made at the Company’s discretion. The open balance is considered non-current and classified to the related parties, less current portion account in the condensed consolidated balance sheets with open balances of $ 25,479 100,724 The Company incurred a payable of $ 200,000 27,673 7.5 4,167 47,249 0 21,541 1,730 3,459 Pursuant to the first amendment to the April 26, 2022 asset purchase agreement between the Company and Barra & Associates, LLC, a related party entity beneficially owned by a senior vice president of the Company, the Company agreed to pay a deferred purchase price (the “DPP”) of $ 1,375,000 1.5% 825,000 1,375,000 281,916 0 49,423 89,170 |
INVESTMENT IN NSURE
INVESTMENT IN NSURE | 6 Months Ended |
Jun. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT IN NSURE | NOTE 10. INVESTMENT IN NSURE During April 2023, the Company sold its remaining 262,684 900,000 zero |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS Pursuant to the terms of the SPA, on July 7, 2023, the Series B Warrants’ effective exercise price reset to $ 2.50 165,000 73,264 1,166,667 |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Liquidity | Liquidity As of June 30, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $ 2,680,000 7,132,000 4,865,000 2,268,000 13,027,000 2,843,000 2,674,000 998,000 1,846,000 2,844,000 3,446,000 Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are 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 U.S. 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 and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW June 30, 2023 June 30, 2022 Cash $ 1,274,743 $ 2,979,769 Restricted cash 1,405,513 1,417,634 Total cash and restricted cash $ 2,680,256 $ 4,397,403 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Level 1 — Observable inputs reflecting 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. Warrant Liabilities: SCHEDULE OF EARN OUT LIABILITY June 30, 2023 December 31, 2022 Stock price $ 4.71 $ 8.55 Volatility 105.0 % 105.0 % Time to expiry 3.51 4.01 Dividend yield 0 % 0 % Risk free rate 4.4 % 4.1 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Commitment Series B Warrant Liabilities Placement Agent Warrants Total Beginning balance, December 31, 2022 $ - $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss - (4,226,950 ) (39,281 ) (4,266,231 ) Ending balance, March 31, 2023 - 2,157,300 9,619 2,166,919 Beginning balance, - 2,157,300 9,619 2,166,919 Unrealized (gain) loss - 1,584,684 7,825 1,592,509 Ending balance, June 30, 2023 $ - $ 3,741,984 $ 17,444 $ 3,759,428 Ending balance $ - $ 3,741,984 $ 17,444 $ 3,759,428 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS June 30, 2023 December 31, 2022 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 June 30, 2023 WACC Risk Premium: 14.0 % Volatility 50.0 % Credit Spread: 9.6 % Payment Delay (days) 90 Risk free rate USD Yield Curve Discounting Convention: Mid-period Number of Iterations 100,000 Undiscounted remaining earn out payments were approximately $ 1,147,000 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE June 30, 2023 December 31, 2022 Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and settlements (2,760,403 ) (1,104,925 ) Period adjustments: Fair value changes included in earnings * 1,019,925 525 Ending balance 969,000 2,709,478 Less: Current portion (969,000 ) (2,153,478 ) Ending balance, less current portion $ - $ 556,000 * Recorded as a reduction to general and administrative expenses |
Revenue Recognition | Revenue Recognition The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended June 30, 2023 Medical Life Property and Casualty Total Regular EBS $ 206,668 $ 4,471 $ - $ 211,139 USBA 11,426 658 - 12,084 CCS/UIS - - 73,402 73,402 Montana 444,783 3,350 - 448,133 Fortman 288,902 1,680 227,176 517,758 Altruis 1,200,537 - - 1,200,537 Kush 322,188 - - 322,188 Barra 52,209 61,821 296,634 410,664 Total $ 2,526,713 $ 71,980 $ 597,212 $ 3,195,905 Six Months ended June 30, 2023 Medical Life Property and Casualty Total Regular EBS $ 439,949 $ 8,571 $ - $ 448,520 USBA 22,689 1,423 - 24,112 CCS/UIS - - 120,172 120,172 Montana 930,792 8,335 - 939,127 Fortman 596,557 2,073 433,544 1,032,174 Altruis 3,068,673 - - 3,068,673 Kush 642,479 - - 642,479 Barra 121,319 85,202 653,230 859,751 Total $ 5,822,458 $ 105,604 $ 1,206,946 $ 7,135,008 Three Months ended June 30, 2022 Medical Life Property and Casualty Total Regular EBS $ 178,936 $ 5,915 $ - $ 184,851 USBA 12,319 - - 12,319 CCS/UIS - - 57,195 57,195 Montana 450,742 963 - 451,705 Fortman 357,334 - 205,804 563,138 Altruis 881,337 834 - 882,171 Kush 425,449 - - 425,449 Reli Exchange 47,661 22,263 200,397 270,321 Total $ 2,353,778 $ 29,975 $ 463,396 $ 2,847,149 Six Months ended June 30, 2022 Medical Life Property and Casualty Total Regular EBS $ 399,547 $ 6,488 $ - $ 406,035 USBA 25,906 - - 25,906 CCS/UIS - - 101,077 101,077 Montana 956,329 2,097 - 958,426 Fortman 687,060 2,873 403,064 1,092,997 Altruis 2,184,367 2,676 - 2,187,043 Kush 864,040 - - 864,040 Reli Exchange 47,662 22,263 200,397 270,322 Total $ 5,164,911 $ 36,397 $ 704,538 $ 5,905,846 The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES For the three months ended June 30, Insurance Carrier 2023 2022 Priority Health 28 % 30 % BlueCross BlueShield 12 % 13 % Insurance Carrier 12 % 13 % For the six months ended June 30, Insurance Carrier 2023 2022 Priority Health 37 % 36 % BlueCross BlueShield 13 % 14 % Insurance Carrier 37 % 36 % No other single customer accounted for more than 10% |
Income Taxes | Income Taxes The Company recorded no income tax expense for the three and six months ended June 30, 2023 and 2022 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives. As of June 30, 2023 |
Discontinued Operations | Discontinued Operations The Company’s board of directors approved the discontinuation and abandonment of Medigap Healthcare Insurance Company, LLC (“Medigap”), a subsidiary of the Company, effective April 17, 2023, due to Medigap’s sustained recurring losses stemming from amongst other factors, greater than anticipated revenue chargebacks. The Company was unable to divest its interest in Medigap for value, and accordingly, operations were wound down in an orderly manner. In doing so, the Company transferred to its operating entity, Medigap’s customer relationships and internally developed and purchased software intangible assets, with net of amortization combined value of approximately $ 4,300,000 , as well as, its short-term financing arrangement of $ 29,500 , and each are respectively classified in the intangible assets and short term financing agreements accounts in the condensed consolidated balance sheets for the periods ended June 30, 2023 and December 31, 2022. These assets have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. Medigap’s remaining assets were considered to have no remaining asset value and were fully impaired. Certain liabilities and estimated liabilities as outlined in the tables herein, were discharged and/or written-off in conjunction with the Settlement Agreement (as defined below) because of them having a net zero dollar estimated liability value. Accordingly, the Company recognized a net of estimated liability adjustments gain of approximately $ 10,000 4,400,000 Settlement Agreement On June 30, 2023, the Company entered into a confidential settlement agreement and mutual release (the “Settlement Agreement”) with certain Medigap affiliated entities and persons, and the former owners of Medigap, whereby the Company would receive a settlement payment of $ 2,900,000 The following tables present the major components of assets and liabilities included in discontinued operations on the condensed consolidated balance sheets. SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS June 30, 2023 December 31, 2022 Accounts receivable - $ 73,223 Accounts receivable, related parties - 3,595 Other receivables - 5,388 Prepaid expense and other current assets - 3,792 Current Assets - Discontinued Operations $ 85,998 Condensed consolidated balance sheets - Current Assets - Discontinued Operations $ 85,998 Property and equipment, net - $ 24,116 Right-of-use assets - 163,129 Intangibles, net - 318,000 Goodwill - 4,825,634 Other Assets - Discontinued Operations - $ 5,330,879 Condensed consolidated balance sheets - Other Assets - Discontinued Operations - $ 5,330,877 Accounts payable and other accrued liabilities - $ 506,585 Chargeback reserve - 915,934 Current portion of leases payable - 178,117 Current Liabilities - Discontinued Operations - $ 1,600,636 Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations - $ 1,600,636 The following table rolls forward Medigap’s assets and liabilities from their carrying values pre-abandonment to their values post abandonment, and presents the impact of reclassifications, impairments, and write-offs: Medigap Related Assets Carrying Value Prior To Abandonment Asset and Liability Transfers Retained by the Company Asset Impairments and Liability Write-Offs Carrying Value As of June 30, 2023 Accounts receivable $ 56,398 $ - $ (56,398 ) $ - Accounts receivable, related party 3,595 - (3,595 ) - Other receivables 5,388 - (5,388 ) - Current assets – Medigap $ 65,381 $ - $ (65,381 ) $ - Property and equipment, net $ 22,378 $ - $ (22,378 ) $ - Right-of-use assets 119,594 - (119,594 ) - Intangibles, net 4,570,536 (4,258,214 ) 1 (312,322 ) - Goodwill 4,825,634 - (4,825,634 ) - Other assets - Medigap $ 9,538,142 $ (4,258,214 ) $ (5,279,928 ) $ - Total assets - Medigap $ 9,603,523 $ (4,258,214 ) $ (5,345,309 ) $ - Accounts payable and other accrued liabilities $ 4,157 $ - $ (4,157 ) $ - Short term financing agreements 29,500 (29,500 ) - - Chargeback Reserve 831,725 - (831,725 ) 2 - Current portion of leases payable 134,517 - (134,517 ) 3 - Other liabilities 9,842 - (9,842 ) 3 - Current Liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Total Liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Net assets and liabilities - Medigap $ 8,593,782 $ (4,228,714 ) $ (4,365,068 ) $ - 1 Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. 2 Estimated liability write-off per net zero dollar estimated liability value. 3 Liability discharge pursuant to the Settlement Agreement. The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations. Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Three Months Ended June 30, 2023 Income Commission income $ 11,025 $ 1,359,976 $ 744,030 $ 2,537,061 Expenses Commission expense 5,491 187,196 110,639 305,740 Salaries and wages 53,508 539,380 454,823 989,743 General and administrative expenses 10,612 129,048 129,348 248,323 Marketing and advertising 36,544 614,226 426,819 1,111,719 Depreciation and amortization - 61,964 7,283 100,488 Other expenses (income) 267 (7,500 ) (3,902 ) (7,456 ) Total discontinued operations expenses before impairments and write-offs 106,422 1,524,314 1,125,010 2,748,557 Total discontinued operations income / (loss) before impairments and write-offs $ (95,397 ) $ (164,338 ) $ (380,980 ) $ (211,496 ) Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities Settlement Recovery $ 2,900,000 - $ 2,900,000 Asset impairment losses Accounts receivable - - (56,398 ) - Accounts receivable, related parties - - (3,595 ) - Other receivables - - (5,388 ) - Property and equipment, net - - (22,378 ) - Right-of-use assets - - (119,594 ) - Intangibles, net - - (312,322 ) - Goodwill - - (4,825,634 ) - Total Asset Impairments - - (5,345,309 ) - Liability write-off gains Accounts payable and other accrued liabilities - - 4,157 - Other payables 9,842 - 9,842 - Chargeback reserve - - 831,725 - Current portion of leases payable - - 134,517 - Total liability write-off gains 9,842 - 980,241 - Discontinued operations net asset and liability impairments / write-offs gains and (losses) 9,842 - (4,365,068 ) - Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities 2,909,842 - (1,465,068 ) - Gain (loss) from discontinued operations before tax 2,814,445 (164,338 ) (1,846,048 ) (211,496 ) Consolidated statement of operations - Income (loss) from discontinued operations before tax $ 2,814,445 $ (164,338 ) $ (1,846,048 ) $ (211,496 ) |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |
SUMMARY OF BUSINESS AND SIGNI_3
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Platform Operator, Crypto-Asset [Line Items] | |
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW | Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW June 30, 2023 June 30, 2022 Cash $ 1,274,743 $ 2,979,769 Restricted cash 1,405,513 1,417,634 Total cash and restricted cash $ 2,680,256 $ 4,397,403 |
SCHEDULE OF EARN OUT LIABILITY | SCHEDULE OF EARN OUT LIABILITY June 30, 2023 December 31, 2022 Stock price $ 4.71 $ 8.55 Volatility 105.0 % 105.0 % Time to expiry 3.51 4.01 Dividend yield 0 % 0 % Risk free rate 4.4 % 4.1 % |
SCHEDULE OF RECONCILES WARRANT COMMITMENT | The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Commitment Series B Warrant Liabilities Placement Agent Warrants Total Beginning balance, December 31, 2022 $ - $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss - (4,226,950 ) (39,281 ) (4,266,231 ) Ending balance, March 31, 2023 - 2,157,300 9,619 2,166,919 Beginning balance, - 2,157,300 9,619 2,166,919 Unrealized (gain) loss - 1,584,684 7,825 1,592,509 Ending balance, June 30, 2023 $ - $ 3,741,984 $ 17,444 $ 3,759,428 Ending balance $ - $ 3,741,984 $ 17,444 $ 3,759,428 |
SCHEDULE OF FAIR VALUE MEASUREMENTS | SCHEDULE OF FAIR VALUE MEASUREMENTS June 30, 2023 December 31, 2022 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 June 30, 2023 December 31, 2022 Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and settlements (2,760,403 ) (1,104,925 ) Period adjustments: Fair value changes included in earnings * 1,019,925 525 Ending balance 969,000 2,709,478 Less: Current portion (969,000 ) (2,153,478 ) Ending balance, less current portion $ - $ 556,000 * 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 Three Months ended June 30, 2023 Medical Life Property and Casualty Total Regular EBS $ 206,668 $ 4,471 $ - $ 211,139 USBA 11,426 658 - 12,084 CCS/UIS - - 73,402 73,402 Montana 444,783 3,350 - 448,133 Fortman 288,902 1,680 227,176 517,758 Altruis 1,200,537 - - 1,200,537 Kush 322,188 - - 322,188 Barra 52,209 61,821 296,634 410,664 Total $ 2,526,713 $ 71,980 $ 597,212 $ 3,195,905 Six Months ended June 30, 2023 Medical Life Property and Casualty Total Regular EBS $ 439,949 $ 8,571 $ - $ 448,520 USBA 22,689 1,423 - 24,112 CCS/UIS - - 120,172 120,172 Montana 930,792 8,335 - 939,127 Fortman 596,557 2,073 433,544 1,032,174 Altruis 3,068,673 - - 3,068,673 Kush 642,479 - - 642,479 Barra 121,319 85,202 653,230 859,751 Total $ 5,822,458 $ 105,604 $ 1,206,946 $ 7,135,008 Three Months ended June 30, 2022 Medical Life Property and Casualty Total Regular EBS $ 178,936 $ 5,915 $ - $ 184,851 USBA 12,319 - - 12,319 CCS/UIS - - 57,195 57,195 Montana 450,742 963 - 451,705 Fortman 357,334 - 205,804 563,138 Altruis 881,337 834 - 882,171 Kush 425,449 - - 425,449 Reli Exchange 47,661 22,263 200,397 270,321 Total $ 2,353,778 $ 29,975 $ 463,396 $ 2,847,149 Six Months ended June 30, 2022 Medical Life Property and Casualty Total Regular EBS $ 399,547 $ 6,488 $ - $ 406,035 USBA 25,906 - - 25,906 CCS/UIS - - 101,077 101,077 Montana 956,329 2,097 - 958,426 Fortman 687,060 2,873 403,064 1,092,997 Altruis 2,184,367 2,676 - 2,187,043 Kush 864,040 - - 864,040 Reli Exchange 47,662 22,263 200,397 270,322 Total $ 5,164,911 $ 36,397 $ 704,538 $ 5,905,846 |
SCHEDULE OF CONCENTRATIONS OF REVENUES | The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES For the three months ended June 30, Insurance Carrier 2023 2022 Priority Health 28 % 30 % BlueCross BlueShield 12 % 13 % Insurance Carrier 12 % 13 % For the six months ended June 30, Insurance Carrier 2023 2022 Priority Health 37 % 36 % BlueCross BlueShield 13 % 14 % Insurance Carrier 37 % 36 % |
SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS | The following tables present the major components of assets and liabilities included in discontinued operations on the condensed consolidated balance sheets. SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS June 30, 2023 December 31, 2022 Accounts receivable - $ 73,223 Accounts receivable, related parties - 3,595 Other receivables - 5,388 Prepaid expense and other current assets - 3,792 Current Assets - Discontinued Operations $ 85,998 Condensed consolidated balance sheets - Current Assets - Discontinued Operations $ 85,998 Property and equipment, net - $ 24,116 Right-of-use assets - 163,129 Intangibles, net - 318,000 Goodwill - 4,825,634 Other Assets - Discontinued Operations - $ 5,330,879 Condensed consolidated balance sheets - Other Assets - Discontinued Operations - $ 5,330,877 Accounts payable and other accrued liabilities - $ 506,585 Chargeback reserve - 915,934 Current portion of leases payable - 178,117 Current Liabilities - Discontinued Operations - $ 1,600,636 Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations - $ 1,600,636 The following table rolls forward Medigap’s assets and liabilities from their carrying values pre-abandonment to their values post abandonment, and presents the impact of reclassifications, impairments, and write-offs: Medigap Related Assets Carrying Value Prior To Abandonment Asset and Liability Transfers Retained by the Company Asset Impairments and Liability Write-Offs Carrying Value As of June 30, 2023 Accounts receivable $ 56,398 $ - $ (56,398 ) $ - Accounts receivable, related party 3,595 - (3,595 ) - Other receivables 5,388 - (5,388 ) - Current assets – Medigap $ 65,381 $ - $ (65,381 ) $ - Property and equipment, net $ 22,378 $ - $ (22,378 ) $ - Right-of-use assets 119,594 - (119,594 ) - Intangibles, net 4,570,536 (4,258,214 ) 1 (312,322 ) - Goodwill 4,825,634 - (4,825,634 ) - Other assets - Medigap $ 9,538,142 $ (4,258,214 ) $ (5,279,928 ) $ - Total assets - Medigap $ 9,603,523 $ (4,258,214 ) $ (5,345,309 ) $ - Accounts payable and other accrued liabilities $ 4,157 $ - $ (4,157 ) $ - Short term financing agreements 29,500 (29,500 ) - - Chargeback Reserve 831,725 - (831,725 ) 2 - Current portion of leases payable 134,517 - (134,517 ) 3 - Other liabilities 9,842 - (9,842 ) 3 - Current Liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Total Liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Net assets and liabilities - Medigap $ 8,593,782 $ (4,228,714 ) $ (4,365,068 ) $ - 1 Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. 2 Estimated liability write-off per net zero dollar estimated liability value. 3 Liability discharge pursuant to the Settlement Agreement. The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations. Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Three Months Ended June 30, 2023 Income Commission income $ 11,025 $ 1,359,976 $ 744,030 $ 2,537,061 Expenses Commission expense 5,491 187,196 110,639 305,740 Salaries and wages 53,508 539,380 454,823 989,743 General and administrative expenses 10,612 129,048 129,348 248,323 Marketing and advertising 36,544 614,226 426,819 1,111,719 Depreciation and amortization - 61,964 7,283 100,488 Other expenses (income) 267 (7,500 ) (3,902 ) (7,456 ) Total discontinued operations expenses before impairments and write-offs 106,422 1,524,314 1,125,010 2,748,557 Total discontinued operations income / (loss) before impairments and write-offs $ (95,397 ) $ (164,338 ) $ (380,980 ) $ (211,496 ) Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities Settlement Recovery $ 2,900,000 - $ 2,900,000 Asset impairment losses Accounts receivable - - (56,398 ) - Accounts receivable, related parties - - (3,595 ) - Other receivables - - (5,388 ) - Property and equipment, net - - (22,378 ) - Right-of-use assets - - (119,594 ) - Intangibles, net - - (312,322 ) - Goodwill - - (4,825,634 ) - Total Asset Impairments - - (5,345,309 ) - Liability write-off gains Accounts payable and other accrued liabilities - - 4,157 - Other payables 9,842 - 9,842 - Chargeback reserve - - 831,725 - Current portion of leases payable - - 134,517 - Total liability write-off gains 9,842 - 980,241 - Discontinued operations net asset and liability impairments / write-offs gains and (losses) 9,842 - (4,365,068 ) - Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities 2,909,842 - (1,465,068 ) - Gain (loss) from discontinued operations before tax 2,814,445 (164,338 ) (1,846,048 ) (211,496 ) Consolidated statement of operations - Income (loss) from discontinued operations before tax $ 2,814,445 $ (164,338 ) $ (1,846,048 ) $ (211,496 ) |
Fair Value, Inputs, Level 3 [Member] | |
Platform Operator, Crypto-Asset [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 June 30, 2023 WACC Risk Premium: 14.0 % Volatility 50.0 % Credit Spread: 9.6 % Payment Delay (days) 90 Risk free rate USD Yield Curve Discounting Convention: Mid-period Number of Iterations 100,000 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF IMPAIRMENT OF GOODWILL | The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022, adjusted for discontinued operations. SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2021 $ 10,050,277 Goodwill recognized in connection with Barra acquisition on April 26, 2022 4,236,822 December 31, 2022 14,287,099 June 30, 2023 $ 14,287,099 For the year ended December 31, 2022, due to a declining market capitalization attributed to Medigap’s performance, 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 $ 19,100,000 33,400,000 14,373,374 4,825,634 The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022 inclusive of discontinued operations. Goodwill December 31, 2021 $ 10,050,277 Goodwill recognized in connection with Medigap acquisition 19,199,008 Goodwill recognized in connection with Barra acquisition 4,236,822 Goodwill impairment (Medigap) during the year-ended December 31, 2022 (14,373,374 ) December 31, 2022 19,112,733 Goodwill impairment (Medigap) during the six months ended June 30, 2023 (4,825,634 ) June 30, 2023 $ 14,287,099 |
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD | The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of June 30, 2023: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 2.0 $ 1,807,187 $ (1,144,749 ) $ 662,438 Internally developed software 3.7 1,783,837 (464,372 ) 1,319,465 Customer relationships 8.5 11,922,290 (2,635,325 ) 9,286,965 Purchased software 0.3 667,206 (600,937 ) 66,269 Video production assets - 50,000 (50,000 ) - Non-competition agreements 1.4 3,504,810 (2,531,250 ) 973,560 $ 19,735,330 $ (7,426,633 ) $ 12,308,697 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: Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 4.4 $ 1,806,188 $ (969,241 ) $ 836,947 Internally developed software 4.1 1,635,178 (287,990 ) 1,347,188 Customer relationships 9.0 11,922,290 (2,076,086 ) 9,846,204 Purchased software 0.4 665,137 (581,497 ) 83,640 Video production assets - 50,000 (50,000 ) - Non-competition agreements 1.9 3,504,810 (2,179,420 ) 1,325,390 Total $ 19,583,603 $ (6,144,234 ) $ 13,439,369 |
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS | The following table reflects expected amortization expense as of June 30, 2023, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2023 (remainder of year) $ 1,279,911 2024 2,190,466 2025 1,796,510 2026 1,527,816 2027 1,194,592 Thereafter 4,319,402 Total $ 12,308,697 |
LONG-TERM DEBT AND SHORT-TERM_2
LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG TERM DEBT | The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT June 30, 2023 December 31, 2022 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5%, maturing August 2028, net of deferred financing costs of $11,279 and $12,388 as of June 30, 2023 and December 31, 2022, respectively $ 398,734 $ 426,883 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5% August 2028 11,279 12,388 $ 398,734 $ 426,883 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5% December 2028 13,800 15,076 649,875 693,682 Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0% April 2029 8,469 9,206 742,833 788,596 Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0% May 2029 33,935 36,843 1,874,813 1,987,846 Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0% September 2029 38,889 42,129 3,076,800 3,249,575 Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of Prime Rate plus 2.5% May 2032 187,475 198,188 6,297,846 6,321,812 13,040,901 13,468,394 Less: current portion (1,329,121 ) (1,118,721 ) Long-term debt $ 11,711,780 $ 12,349,673 |
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 Long-Term Debt 2023 (remainder of year) $ 647,062 2024 1,401,013 2025 1,560,173 2026 1,733,052 2027 1,925,105 Thereafter 6,068,494 Total 13,334,899 Less: debt issuance costs (293,998 ) Total $ 13,040,901 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Three Months Three Months Ended Ended June 30, 2023 June 30, 2022 (Loss) income from continuing operations, numerator, basic and diluted computation $ (3,869,732 ) $ 10,660,028 Weighted average common shares, basic 2,716,512 1,069,157 Effect of series B warrants - - Effect of stock awards - 2,128 Effect of preferred stock - 147,939 Weighted average common shares, dilutive 2,716,512 1,219,224 (Loss) earnings per common share – basic $ (1.42 ) $ 9.97 (Loss) earnings per common share – diluted $ (1.42 ) 8.74 Six Months Six Months Ended Ended June 30, 2023 June 30, 2022 (Loss) income from continuing operations $ (997,776 ) $ 20,047,189 Deemed dividend - (6,930,335 ) Net income continuing operations, numerator, basic computation (997,776 ) 13,116,854 Recognition and change in fair value of warrant liabilities - (26,625,915 ) Net loss continuing operations, numerator, diluted computation $ (997,776 ) $ (13,509,061 ) Weighted average common shares, basic 2,138,444 1,025,108 Effect of series B warrants - 43,128 Weighted average common shares, dilutive 2,138,444 1,068,236 Loss per common share – basic (0.47 ) 12.80 Loss per common share – diluted $ (0.47 ) $ (12.65 ) |
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 June 30, 2023 June 30, 2022 For the Three Months Ended June 30, 2023 June 30, 2022 Shares subject to outstanding common stock options 10,928 10,928 Shares subject to outstanding Series A warrants 113,000 113,000 Shares subject to outstanding Series F warrants 2,105,264 - Shares subject to placement agent warrants 52,632 - Shares subject to unvested stock awards 3,471 - Shares subject to conversion of Series B preferred stock - - Shares subject to warrant liability - 668,299 June 30, 2023 June 30, 2022 For the Six Months Ended June 30, 2023 June 30, 2022 Shares subject to outstanding common stock options 10,928 10,928 Shares subject to outstanding Series A warrants 113,000 113,000 Shares subject to outstanding Series F warrants 2,105,264 - Shares subject to placement agent warrants 52,632 - Shares subject to unvested stock awards 3,471 4,621 Shares subject to conversion of Series B preferred stock - 147,939 Shares subject to warrant liability - - |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 Period ending June 30, 2023 Operating Lease Obligations 2023 $ 216,833 2024 357,688 2025 166,384 2026 113,738 2027 117,150 Thereafter 151,052 Total undiscounted operating lease payments 1,122,845 Less: Imputed interest 116,127 Present value of operating lease liabilities $ 1,006,718 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 periods ended June 30, 2023 and December 31, 2022: SCHEDULE OF EARN-OUT LIABILITY Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2022 $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 Changes due to business combinations - - - - - - Changes due to payments $ (1,433,700 ) $ (250,000 ) $ (929,168 ) $ (147,535 ) - (2,760,403 ) Changes due to fair value adjustments 766,700 150,000 94,225 - 9,000 1,019,925 Ending balance June 30, 2023 $ - $ 400,000 $ - $ - $ 569,000 $ 969,000 Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2021 $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Beginning balance $ 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 186,122 210,966 (73,452 ) (283,111 ) (40,000 ) 525 Ending balance December 31, 2022 $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 Ending balance $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 |
SCHEDULE OF RESTRICTED CASH IN
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Accounting Policies [Abstract] | |||
Cash | $ 1,274,743 | $ 505,410 | $ 2,979,769 |
Restricted cash | 1,405,513 | $ 1,404,359 | 1,417,634 |
Total cash and restricted cash | $ 2,680,256 | $ 4,397,403 |
SCHEDULE OF EARN OUT LIABILITY
SCHEDULE OF EARN OUT LIABILITY (Details) | 6 Months Ended | |
Jun. 30, 2023 shares | Dec. 31, 2022 | |
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 | 4.71 | 8.55 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 105 | 105 |
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 | 3 years 6 months 3 days | 4 years 3 days |
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 | 4.4 | 4.1 |
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 | 9.6 | |
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 ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Offsetting Assets [Line Items] | |||
Beginning balance, | $ 2,166,919 | $ 6,433,150 | $ 6,433,150 |
Unrealized (gain) loss | 1,592,509 | (4,266,231) | |
Ending balance | 3,759,428 | 2,166,919 | 3,759,428 |
Series B Warrant Commitment [Member] | |||
Offsetting Assets [Line Items] | |||
Beginning balance, | |||
Unrealized (gain) loss | |||
Ending balance | |||
Series B Warrant Liabilities [Member] | |||
Offsetting Assets [Line Items] | |||
Beginning balance, | 2,157,300 | 6,384,250 | 6,384,250 |
Unrealized (gain) loss | 1,584,684 | (4,226,950) | |
Ending balance | 3,741,984 | 2,157,300 | 3,741,984 |
Placement Agent Warrants [Member] | |||
Offsetting Assets [Line Items] | |||
Beginning balance, | 9,619 | 48,900 | 48,900 |
Unrealized (gain) loss | 7,825 | (39,281) | (31,456) |
Ending balance | $ 17,444 | $ 9,619 | $ 17,444 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - Fair Value, Inputs, Level 3 [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [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 ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | ||
Platform Operator, Crypto-Asset [Line Items] | |||
Beginning balance – January 1 | $ 2,709,478 | $ 3,813,878 | |
Ending balance | 969,000 | 2,709,478 | |
Less: Current portion | (969,000) | (2,153,478) | |
Ending balance, less current portion | 556,000 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Beginning balance – January 1 | 2,709,478 | 3,813,878 | |
Acquisitions and settlements | (2,760,403) | (1,104,925) | |
Fair value changes included in earnings | [1] | 1,019,925 | 525 |
Ending balance | $ 969,000 | $ 2,709,478 | |
[1]Recorded as a reduction to general and administrative expenses |
SCHEDULE OF DISAGGREGATION REVE
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Product Information [Line Items] | ||||
Total | $ 3,195,905 | $ 2,847,149 | $ 7,135,008 | $ 5,905,846 |
Employee Benefits Solutions LLC [Member] | ||||
Product Information [Line Items] | ||||
Total | 211,139 | 184,851 | 448,520 | 406,035 |
US Benefits Alliance LLC [Member] | ||||
Product Information [Line Items] | ||||
Total | 12,084 | 12,319 | 24,112 | 25,906 |
Commercial Coverage Solutions L L C [Member] | ||||
Product Information [Line Items] | ||||
Total | 73,402 | 57,195 | 120,172 | 101,077 |
Southwestern Montana Financial Center Inc [Member] | ||||
Product Information [Line Items] | ||||
Total | 448,133 | 451,705 | 939,127 | 958,426 |
Fortman Insurance Services L L C [Member] | ||||
Product Information [Line Items] | ||||
Total | 517,758 | 563,138 | 1,032,174 | 1,092,997 |
Altruis Benefits Consulting Inc [Member] | ||||
Product Information [Line Items] | ||||
Total | 1,200,537 | 882,171 | 3,068,673 | 2,187,043 |
Kush [Member] | ||||
Product Information [Line Items] | ||||
Total | 322,188 | 425,449 | 642,479 | 864,040 |
Barra [Member] | ||||
Product Information [Line Items] | ||||
Total | 410,664 | 859,751 | ||
Reli Exchange [Member] | ||||
Product Information [Line Items] | ||||
Total | 270,321 | 270,322 | ||
Medical [Member] | Regular [Member] | ||||
Product Information [Line Items] | ||||
Total | 2,526,713 | 2,353,778 | 5,822,458 | 5,164,911 |
Medical [Member] | Regular [Member] | Employee Benefits Solutions LLC [Member] | ||||
Product Information [Line Items] | ||||
Total | 206,668 | 178,936 | 439,949 | 399,547 |
Medical [Member] | Regular [Member] | US Benefits Alliance LLC [Member] | ||||
Product Information [Line Items] | ||||
Total | 11,426 | 12,319 | 22,689 | 25,906 |
Medical [Member] | Regular [Member] | Commercial Coverage Solutions L L C [Member] | ||||
Product Information [Line Items] | ||||
Total | ||||
Medical [Member] | Regular [Member] | Southwestern Montana Financial Center Inc [Member] | ||||
Product Information [Line Items] | ||||
Total | 444,783 | 450,742 | 930,792 | 956,329 |
Medical [Member] | Regular [Member] | Fortman Insurance Services L L C [Member] | ||||
Product Information [Line Items] | ||||
Total | 288,902 | 357,334 | 596,557 | 687,060 |
Medical [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member] | ||||
Product Information [Line Items] | ||||
Total | 1,200,537 | 881,337 | 3,068,673 | 2,184,367 |
Medical [Member] | Regular [Member] | Kush [Member] | ||||
Product Information [Line Items] | ||||
Total | 322,188 | 425,449 | 642,479 | 864,040 |
Medical [Member] | Regular [Member] | Barra [Member] | ||||
Product Information [Line Items] | ||||
Total | 52,209 | 121,319 | ||
Medical [Member] | Regular [Member] | Reli Exchange [Member] | ||||
Product Information [Line Items] | ||||
Total | 47,661 | 47,662 | ||
Life [Member] | Regular [Member] | ||||
Product Information [Line Items] | ||||
Total | 71,980 | 29,975 | 105,604 | 36,397 |
Life [Member] | Regular [Member] | Employee Benefits Solutions LLC [Member] | ||||
Product Information [Line Items] | ||||
Total | 4,471 | 5,915 | 8,571 | 6,488 |
Life [Member] | Regular [Member] | US Benefits Alliance LLC [Member] | ||||
Product Information [Line Items] | ||||
Total | 658 | 1,423 | ||
Life [Member] | Regular [Member] | Commercial Coverage Solutions L L C [Member] | ||||
Product Information [Line Items] | ||||
Total | ||||
Life [Member] | Regular [Member] | Southwestern Montana Financial Center Inc [Member] | ||||
Product Information [Line Items] | ||||
Total | 3,350 | 963 | 8,335 | 2,097 |
Life [Member] | Regular [Member] | Fortman Insurance Services L L C [Member] | ||||
Product Information [Line Items] | ||||
Total | 1,680 | 2,073 | 2,873 | |
Life [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member] | ||||
Product Information [Line Items] | ||||
Total | 834 | 2,676 | ||
Life [Member] | Regular [Member] | Kush [Member] | ||||
Product Information [Line Items] | ||||
Total | ||||
Life [Member] | Regular [Member] | Barra [Member] | ||||
Product Information [Line Items] | ||||
Total | 61,821 | 85,202 | ||
Life [Member] | Regular [Member] | Reli Exchange [Member] | ||||
Product Information [Line Items] | ||||
Total | 22,263 | 22,263 | ||
Property and Casualty [Member] | Regular [Member] | ||||
Product Information [Line Items] | ||||
Total | 597,212 | 463,396 | 1,206,946 | 704,538 |
Property and Casualty [Member] | Regular [Member] | Employee Benefits Solutions LLC [Member] | ||||
Product Information [Line Items] | ||||
Total | ||||
Property and Casualty [Member] | Regular [Member] | US Benefits Alliance LLC [Member] | ||||
Product Information [Line Items] | ||||
Total | ||||
Property and Casualty [Member] | Regular [Member] | Commercial Coverage Solutions L L C [Member] | ||||
Product Information [Line Items] | ||||
Total | 73,402 | 57,195 | 120,172 | 101,077 |
Property and Casualty [Member] | Regular [Member] | Southwestern Montana Financial Center Inc [Member] | ||||
Product Information [Line Items] | ||||
Total | ||||
Property and Casualty [Member] | Regular [Member] | Fortman Insurance Services L L C [Member] | ||||
Product Information [Line Items] | ||||
Total | 227,176 | 205,804 | 433,544 | 403,064 |
Property and Casualty [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member] | ||||
Product Information [Line Items] | ||||
Total | ||||
Property and Casualty [Member] | Regular [Member] | Kush [Member] | ||||
Product Information [Line Items] | ||||
Total | ||||
Property and Casualty [Member] | Regular [Member] | Barra [Member] | ||||
Product Information [Line Items] | ||||
Total | $ 296,634 | $ 653,230 | ||
Property and Casualty [Member] | Regular [Member] | Reli Exchange [Member] | ||||
Product Information [Line Items] | ||||
Total | $ 200,397 | $ 200,397 |
SCHEDULE OF CONCENTRATIONS OF R
SCHEDULE OF CONCENTRATIONS OF REVENUES (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Priority Health [Member] | ||||
Product Information [Line Items] | ||||
Insurance Carrier | 28% | 30% | 37% | 36% |
Blue Cross Blue Shield [Member] | ||||
Product Information [Line Items] | ||||
Insurance Carrier | 12% | 13% | 13% | 14% |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Multiemployer Plan [Line Items] | |||||||
Accounts receivable, related party | $ 978,877 | $ 978,877 | $ 994,321 | ||||
Other receivables | 2,900,648 | 2,900,648 | 11,464 | ||||
Prepaid expense and other current assets | 553,122 | 553,122 | 245,535 | ||||
Current assets – Medigap | 85,998 | ||||||
Condensed consolidated balance sheets - Current Assets - Discontinued Operations | 85,998 | ||||||
Property and equipment, net | 149,084 | 149,084 | 162,767 | ||||
Right-of-use assets | 976,020 | 976,020 | 1,018,952 | ||||
Intangibles, net | 12,308,697 | 12,308,697 | 13,439,369 | ||||
Goodwill | 14,287,099 | 14,287,099 | 14,287,099 | $ 10,050,277 | |||
Condensed consolidated balance sheets - Other Assets - Discontinued Operations | 5,330,879 | ||||||
Accounts payable and other accrued liabilities | 911,247 | 911,247 | 951,382 | ||||
Current portion of leases payable | 370,855 | 370,855 | 339,937 | ||||
Current Liabilities - Medigap | 1,600,636 | ||||||
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | 1,600,636 | ||||||
Other assets - Medigap | 5,330,879 | ||||||
Short term financing agreements | 195,024 | 195,024 | 154,017 | ||||
Commission income | 3,195,905 | $ 2,847,149 | 7,135,008 | $ 5,905,846 | |||
Income total | 3,195,905 | 2,847,149 | 7,135,008 | 5,905,846 | |||
Commission expense | 822,274 | 662,932 | 1,905,600 | 1,448,543 | |||
Salaries and wages | 1,742,697 | 1,637,412 | 3,454,794 | 3,269,225 | |||
General and administrative expenses | 1,703,811 | 1,630,169 | 3,062,066 | 3,963,964 | |||
Marketing and advertising | 109,860 | (4,844) | 246,432 | 84,686 | |||
Depreciation and amortization | 655,449 | 694,440 | 1,309,227 | 1,263,440 | |||
Other expenses (income) | (2,031,546) | 12,432,988 | 1,845,335 | 24,171,201 | |||
Goodwill | (14,373,374) | ||||||
Related Party [Member] | |||||||
Multiemployer Plan [Line Items] | |||||||
Accounts receivable, related party | 19,364 | 19,364 | 18,292 | ||||
Medigap Healthcare Insurance Company [Member] | |||||||
Multiemployer Plan [Line Items] | |||||||
Accounts receivable, related party | 73,223 | ||||||
Other receivables | 5,388 | ||||||
Prepaid expense and other current assets | 3,792 | ||||||
Current assets – Medigap | 85,998 | ||||||
Condensed consolidated balance sheets - Current Assets - Discontinued Operations | 85,998 | ||||||
Property and equipment, net | 24,116 | ||||||
Right-of-use assets | 163,129 | ||||||
Intangibles, net | 318,000 | ||||||
Goodwill | 4,825,634 | ||||||
Other Assets - Discontinued Operations | 5,330,879 | ||||||
Condensed consolidated balance sheets - Other Assets - Discontinued Operations | 5,330,877 | ||||||
Accounts payable and other accrued liabilities | 506,585 | ||||||
Chargeback Reserve | 915,934 | ||||||
Current portion of leases payable | 178,117 | ||||||
Current Liabilities - Medigap | 1,600,636 | ||||||
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | 1,600,636 | ||||||
Other assets - Medigap | 5,330,877 | ||||||
Total assets - Medigap | |||||||
Short term financing agreements | |||||||
Other liabilities | |||||||
Total Liabilities - Medigap | |||||||
Net assets and liabilities - Medigap | |||||||
Commission income | 11,025 | 1,359,976 | 744,030 | 2,537,061 | |||
Commission expense | 5,491 | 187,196 | 110,639 | 305,740 | |||
Salaries and wages | 53,508 | 539,380 | 454,823 | 989,743 | |||
General and administrative expenses | 10,612 | 129,048 | 129,348 | 248,323 | |||
Marketing and advertising | 36,544 | 614,226 | 426,819 | 1,111,719 | |||
Depreciation and amortization | 61,964 | 7,283 | 100,488 | ||||
Other expenses (income) | 267 | (7,500) | (3,902) | (7,456) | |||
Total discontinued operations expenses before impairments and write-offs | 106,422 | 1,524,314 | 1,125,010 | 2,748,557 | |||
Total discontinued operations income / (loss) before impairments and write-offs | (95,397) | (164,338) | (380,980) | (211,496) | |||
Settlement Recovery | 2,900,000 | 2,900,000 | |||||
Accounts receivable, related parties | (56,398) | ||||||
Other receivables | (5,388) | ||||||
Property and equipment, net | (22,378) | ||||||
Right-of-use assets | (119,594) | ||||||
Intangibles, net | (312,322) | ||||||
Goodwill | (4,825,634) | ||||||
Total Asset Impairments | (5,345,309) | ||||||
Accounts payable and other accrued liabilities | 4,157 | ||||||
Other payables | 9,842 | 9,842 | |||||
Chargeback reserve | 831,725 | ||||||
Current portion of leases payable | 134,517 | ||||||
Total liability write-off gains | 9,842 | 980,241 | |||||
Discontinued operations net asset and liability impairments / write-offs gains and (losses) | 9,842 | (4,365,068) | |||||
Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities | 2,909,842 | (1,465,068) | |||||
Gain (loss) from discontinued operations before tax | 2,814,445 | (164,338) | (1,846,048) | (211,496) | |||
Consolidated statement of operations - Income (loss) from discontinued operations before tax | 2,814,445 | (164,338) | (1,846,048) | (211,496) | |||
Medigap Healthcare Insurance Company [Member] | Carrying Value Prior to Abandonment [Member] | |||||||
Multiemployer Plan [Line Items] | |||||||
Accounts receivable, related party | 56,398 | 56,398 | |||||
Other receivables | 5,388 | 5,388 | |||||
Current assets – Medigap | 65,381 | 65,381 | |||||
Condensed consolidated balance sheets - Current Assets - Discontinued Operations | 65,381 | 65,381 | |||||
Property and equipment, net | 22,378 | 22,378 | |||||
Right-of-use assets | 119,594 | 119,594 | |||||
Intangibles, net | 4,570,536 | 4,570,536 | |||||
Goodwill | 4,825,634 | 4,825,634 | |||||
Condensed consolidated balance sheets - Other Assets - Discontinued Operations | 9,538,142 | 9,538,142 | |||||
Accounts payable and other accrued liabilities | 4,157 | 4,157 | |||||
Chargeback Reserve | 831,725 | 831,725 | |||||
Current portion of leases payable | 134,517 | 134,517 | |||||
Current Liabilities - Medigap | 1,009,741 | 1,009,741 | |||||
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | 1,009,741 | 1,009,741 | |||||
Other assets - Medigap | 9,538,142 | 9,538,142 | |||||
Total assets - Medigap | 9,603,523 | 9,603,523 | |||||
Short term financing agreements | 29,500 | 29,500 | |||||
Other liabilities | 9,842 | 9,842 | |||||
Total Liabilities - Medigap | 1,009,741 | 1,009,741 | |||||
Net assets and liabilities - Medigap | 8,593,782 | 8,593,782 | |||||
Medigap Healthcare Insurance Company [Member] | Asset and Liability Transfers Retained by the Company [Member] | |||||||
Multiemployer Plan [Line Items] | |||||||
Accounts receivable, related party | |||||||
Other receivables | |||||||
Current assets – Medigap | |||||||
Condensed consolidated balance sheets - Current Assets - Discontinued Operations | |||||||
Property and equipment, net | |||||||
Right-of-use assets | |||||||
Intangibles, net | [1] | (4,258,214) | (4,258,214) | ||||
Goodwill | |||||||
Condensed consolidated balance sheets - Other Assets - Discontinued Operations | (4,258,214) | (4,258,214) | |||||
Accounts payable and other accrued liabilities | |||||||
Chargeback Reserve | |||||||
Current portion of leases payable | |||||||
Current Liabilities - Medigap | (29,500) | (29,500) | |||||
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | (29,500) | (29,500) | |||||
Other assets - Medigap | (4,258,214) | (4,258,214) | |||||
Total assets - Medigap | (4,258,214) | (4,258,214) | |||||
Short term financing agreements | (29,500) | (29,500) | |||||
Other liabilities | |||||||
Total Liabilities - Medigap | (29,500) | (29,500) | |||||
Net assets and liabilities - Medigap | (4,228,714) | (4,228,714) | |||||
Medigap Healthcare Insurance Company [Member] | Asset Impairments and liability WriteOffs [Member] | |||||||
Multiemployer Plan [Line Items] | |||||||
Accounts receivable, related party | (56,398) | (56,398) | |||||
Other receivables | (5,388) | (5,388) | |||||
Current assets – Medigap | (65,381) | (65,381) | |||||
Condensed consolidated balance sheets - Current Assets - Discontinued Operations | (65,381) | (65,381) | |||||
Property and equipment, net | (22,378) | (22,378) | |||||
Right-of-use assets | (119,594) | (119,594) | |||||
Intangibles, net | (312,322) | (312,322) | |||||
Goodwill | (4,825,634) | (4,825,634) | |||||
Condensed consolidated balance sheets - Other Assets - Discontinued Operations | (5,279,928) | (5,279,928) | |||||
Accounts payable and other accrued liabilities | (4,157) | (4,157) | |||||
Chargeback Reserve | [2] | (831,725) | (831,725) | ||||
Current portion of leases payable | [3] | (134,517) | (134,517) | ||||
Current Liabilities - Medigap | (980,241) | (980,241) | |||||
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | (980,241) | (980,241) | |||||
Other assets - Medigap | (5,279,928) | (5,279,928) | |||||
Total assets - Medigap | (5,345,309) | (5,345,309) | |||||
Short term financing agreements | |||||||
Other liabilities | [3] | (9,842) | (9,842) | ||||
Total Liabilities - Medigap | (980,241) | (980,241) | |||||
Net assets and liabilities - Medigap | (4,365,068) | (4,365,068) | |||||
Medigap Healthcare Insurance Company [Member] | Related Party [Member] | |||||||
Multiemployer Plan [Line Items] | |||||||
Accounts receivable, related party | $ 3,595 | ||||||
Accounts receivable, related parties | (3,595) | ||||||
Medigap Healthcare Insurance Company [Member] | Related Party [Member] | Carrying Value Prior to Abandonment [Member] | |||||||
Multiemployer Plan [Line Items] | |||||||
Accounts receivable, related party | 3,595 | 3,595 | |||||
Medigap Healthcare Insurance Company [Member] | Related Party [Member] | Asset and Liability Transfers Retained by the Company [Member] | |||||||
Multiemployer Plan [Line Items] | |||||||
Accounts receivable, related party | |||||||
Medigap Healthcare Insurance Company [Member] | Related Party [Member] | Asset Impairments and liability WriteOffs [Member] | |||||||
Multiemployer Plan [Line Items] | |||||||
Accounts receivable, related party | $ (3,595) | $ (3,595) | |||||
[1]Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost.[2]Estimated liability write-off per net zero dollar estimated liability value.[3]Liability discharge pursuant to the Settlement Agreement. |
SUMMARY OF BUSINESS AND SIGNI_4
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||||||
Cash and restricted cash | $ 2,680,000 | $ 2,680,000 | ||||||
Assets current | 7,132,267 | 7,132,267 | $ 3,265,379 | |||||
Liabilities current | 4,864,597 | 4,864,597 | 7,841,533 | |||||
Working capital deficiency | 2,268,000 | 2,268,000 | ||||||
Stockholders equity | $ 12,235,614 | 13,027,389 | $ 21,928,443 | 13,027,389 | $ 21,928,443 | 8,911,039 | $ 11,252,333 | $ (26,066,129) |
Operating income loss | 1,838,186 | 1,772,960 | 2,843,111 | 4,124,012 | ||||
Fair value of warrant liabilities | 2,674,000 | |||||||
Income loss from continuing operations | (3,869,732) | $ 10,660,028 | 997,776 | $ (20,047,189) | ||||
Discontinued operations | 1,846,000 | |||||||
Net loss | 2,844,000,000 | |||||||
Raising net proceeds | $ 3,446,000 | |||||||
Earn out payments | 1,147,000 | 1,147,000 | ||||||
[custom:ShortTermFinancingAgreements-0] | 195,024 | 195,024 | 154,017 | |||||
Settlement payment | 2,900,000 | 2,900,000 | ||||||
Medigap Healthcare Insurance Company LLC [Member] | Discontinued Operations [Member] | ||||||||
Product Information [Line Items] | ||||||||
[custom:DiscontinuedOperationGainLossOnDisposalOfDiscontinuedOperationNetOfAmortizationCombined] | 4,300,000 | |||||||
[custom:ShortTermFinancingAgreements-0] | $ 29,500 | |||||||
Net of estimated liability adjustments gain | $ 10,000,000,000 | $ 4,400,000,000,000 | ||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer [Member] | ||||||||
Product Information [Line Items] | ||||||||
Concentration Risk, Percentage | 10% | 10% |
SCHEDULE OF IMPAIRMENT OF GOODW
SCHEDULE OF IMPAIRMENT OF GOODWILL (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Goodwill Beginning | $ 14,287,099 | $ 10,050,277 |
Goodwill | 14,287,099 | 14,287,099 |
Goodwill Beginning | 19,112,733 | 10,050,277 |
Goodwill impairment loss | (14,373,374) | |
Goodwill end | 14,287,099 | 19,112,733 |
Barra [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired during period | 4,236,822 | |
Medigap Healthcare Insurance Company [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill Beginning | 19,100,000 | |
Goodwill acquired during period | 19,199,008 | |
Goodwill | $ 19,100,000 | |
Goodwill impairment loss | $ (4,825,634) |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 19,735,330 | $ 19,583,603 |
Accumulated Amortization | (7,426,633) | (6,144,234) |
Net Carrying Amount | 12,308,697 | $ 13,439,369 |
Gross carrying amount | $ 12,308,697 | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 2 years | 4 years 4 months 24 days |
Gross Carrying Amount | $ 1,807,187 | $ 1,806,188 |
Accumulated Amortization | (1,144,749) | (969,241) |
Net Carrying Amount | $ 662,438 | |
Gross carrying amount | $ 836,947 | |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 3 years 8 months 12 days | 4 years 1 month 6 days |
Gross Carrying Amount | $ 1,783,837 | $ 1,635,178 |
Accumulated Amortization | (464,372) | (287,990) |
Net Carrying Amount | $ 1,319,465 | |
Gross carrying amount | $ 1,347,188 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 8 years 6 months | 9 years |
Gross Carrying Amount | $ 11,922,290 | $ 11,922,290 |
Accumulated Amortization | (2,635,325) | (2,076,086) |
Net Carrying Amount | $ 9,286,965 | |
Gross carrying amount | $ 9,846,204 | |
Purchased Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 3 months 18 days | 4 months 24 days |
Gross Carrying Amount | $ 667,206 | $ 665,137 |
Accumulated Amortization | (600,937) | (581,497) |
Net Carrying Amount | $ 66,269 | |
Gross carrying amount | $ 83,640 | |
Video Production Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 0 years | |
Gross Carrying Amount | $ 50,000 | $ 50,000 |
Accumulated Amortization | (50,000) | (50,000) |
Net Carrying Amount | ||
Gross carrying amount | ||
Non-competition Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 1 year 4 months 24 days | 1 year 10 months 24 days |
Gross Carrying Amount | $ 3,504,810 | $ 3,504,810 |
Accumulated Amortization | (2,531,250) | (2,179,420) |
Net Carrying Amount | $ 973,560 | |
Gross carrying amount | $ 1,325,390 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS (Details) | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remainder of year) | $ 1,279,911 |
2024 | 2,190,466 |
2025 | 1,796,510 |
2026 | 1,527,816 |
2027 | 1,194,592 |
Thereafter | 4,319,402 |
Total | $ 12,308,697 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Goodwill | $ 14,287,099 | $ 14,287,099 | $ 10,050,277 |
Goodwill before write-down | 33,400,000 | ||
Goodwill impairment loss | 14,373,374 | ||
Medigap Healthcare Insurance Company [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Goodwill | $ 19,100,000 | ||
Goodwill impairment loss | $ 4,825,634 |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Long term debt current | $ 13,040,901 | $ 13,468,394 |
Long term debt current | (1,329,121) | (1,118,721) |
Long term debt | 11,711,780 | 12,349,673 |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 742,833 | 788,596 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 1,874,813 | 1,987,846 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 3,076,800 | 3,249,575 |
Barra [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 6,297,846 | 6,321,812 |
EBS and USBA [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 398,734 | 426,883 |
CCS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | $ 649,875 | $ 693,682 |
SCHEDULE OF LONG TERM DEBT (D_2
SCHEDULE OF LONG TERM DEBT (Details) (Parenthetical) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2% | |
Maturity date | April 2029 | |
Net of deferred financing cost | $ 8,469 | $ 9,206 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2% | |
Maturity date | May 2029 | |
Net of deferred financing cost | $ 33,935 | 36,843 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2% | |
Maturity date | September 2029 | |
Net of deferred financing cost | $ 38,889 | 42,129 |
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 | $ 187,475 | 198,188 |
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 | $ 11,279 | 12,388 |
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 | $ 13,800 | $ 15,076 |
SCHEDULE OF CUMULATIVE MATURITI
SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2023 (remainder of year) | $ 647,062 | |
2024 | 1,401,013 | |
2025 | 1,560,173 | |
2026 | 1,733,052 | |
2027 | 1,925,105 | |
Thereafter | 6,068,494 | |
Total | 13,334,899 | |
Less: debt issuance costs | (293,998) | |
Total | $ 13,040,901 | $ 13,468,394 |
LONG-TERM DEBT AND SHORT-TERM_3
LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Details Narrative) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Debt Disclosure [Abstract] | ||
Interest rates | 0% | 8% |
Outstanding short-term financings | $ 195,000 | $ 377,000 |
WARRANT LIABILITIES (Details Na
WARRANT LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 13, 2023 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | |||||||
Exercise price | $ 0.15 | $ 0.15 | $ 0.001 | ||||
Net fair value gains losses | $ (1,592,509) | $ 4,266,231 | |||||
Net fair value gains losses | $ 1,592,509 | (4,266,231) | |||||
Series B Warrants [Member] | |||||||
Offsetting Assets [Line Items] | |||||||
Exercise price | $ 2.63 | $ 2.63 | |||||
Series B Warrant [Member] | |||||||
Offsetting Assets [Line Items] | |||||||
Number of shares issued | 1,331,667 | 1,331,667 | |||||
Series B Warrant Liabilities [Member] | |||||||
Offsetting Assets [Line Items] | |||||||
Net fair value gains losses | $ 1,584,684 | $ 12,322,737 | $ 2,642,267 | $ 24,748,163 | |||
Warrant liability | 3,741,984 | 3,741,984 | $ 6,384,250 | ||||
Net fair value gains losses | (1,584,684) | $ (12,322,737) | (2,642,267) | (24,748,163) | |||
Placement Agent Warrants [Member] | |||||||
Offsetting Assets [Line Items] | |||||||
Net fair value gains losses | (7,825) | 39,281 | 31,456 | ||||
Warrant liability | 17,444 | 17,444 | $ 48,900 | ||||
Net fair value gains losses | 7,825 | $ (39,281) | $ (31,456) | ||||
Gain on warrants commitment | $ 310,514 | ||||||
Loss on warrants commitment | $ 268,948 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||
Mar. 16, 2023 | Mar. 13, 2023 | Feb. 23, 2023 | Mar. 13, 2022 | May 31, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Mar. 01, 2023 | Jan. 13, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Common stock, shares authorized | 133,333,333 | 133,333,333 | 133,333,333 | |||||||||||
Common stock, par value | $ 0.086 | $ 0.086 | $ 0.086 | |||||||||||
Common shares issued for earnout liabilities | $ 1,433,700 | $ 982,478 | ||||||||||||
Stockholders' equity, reverse stock split | 1-for-15 reverse split | |||||||||||||
Common stock, shares outstanding | 155,038 | 2,053,084 | 155,038 | 2,053,084 | 1,219,573 | |||||||||
Warrents exercise price | $ 0.001 | $ 0.15 | $ 0.15 | |||||||||||
Gross proceeds cash fee percentage | 8% | |||||||||||||
Direct finnacing fee | $ 553,000 | |||||||||||||
Additional paid in capital | $ 42,686,651 | $ 42,686,651 | $ 35,798,139 | |||||||||||
Common stock to vest | 2,667 | |||||||||||||
Stock compensation expense | 5,601 | $ 11,443 | ||||||||||||
Warrant Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Additional paid in capital | 0 | 0 | ||||||||||||
General Working Capital [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Gross and net proceeds private placement | 4,000,000 | |||||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Gross and net proceeds private placement | 3,400,000 | |||||||||||||
Stock compensation expense | $ 35,367 | $ 79,163 | ||||||||||||
Series E [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock issued during period, shares, acquisitions | 2,105,264 | |||||||||||||
Series F [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock issued during period, shares, acquisitions | 52,632 | |||||||||||||
Americana [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Debt conversion original debt amount | $ 645,000 | |||||||||||||
Debt Conversion converted instrument shares | 66,743 | |||||||||||||
Debt instrument convertible conversion price | $ 9.67 | |||||||||||||
Series A Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Class of common stock warrant | 138,000 | 138,000 | ||||||||||||
Warrant outstanding | 113,000 | 113,000 | 113,000 | |||||||||||
Series E Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrents exercise price | 3.55 | |||||||||||||
Series E Warrants [Member] | Common Unit [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrents exercise price | 3.80 | |||||||||||||
Series E Warrants [Member] | Prefunded Unit [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrents exercise price | 3.799 | |||||||||||||
PA Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrents exercise price | $ 3.91 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Common shares issued for earnout liabilities | $ 109,358 | $ 30,294 | $ 9,404 | |||||||||||
Class of common stock warrant | 15,300 | |||||||||||||
Common shares issued for services, shares | 112,557 | |||||||||||||
Common shares issued to settle earnout liability, shares | 352,260 | 352,260 | 109,358 | |||||||||||
Shares issued for vested stock awards, shares | 22,219 | |||||||||||||
Number of shares issued | 155,038 | 155,038 | 178,059 | |||||||||||
Stock issued during period, shares, acquisitions | 40,402 | |||||||||||||
Common Stock [Member] | Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Class of common stock warrant, value | $ 1,300 | |||||||||||||
Common Stock [Member] | Series E And F Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Class of common stock warrant | 897,594 |
SCHEDULE OF CALCULATIONS OF BAS
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
(Loss) income from continuing operations, numerator, basic and diluted computation | $ (3,869,732) | $ 10,660,028 | $ 997,776 | $ (20,047,189) |
Weighted average common shares, basic | 2,716,512 | 1,069,157 | 2,138,444 | 1,025,108 |
Effect of series B warrants | 43,128 | |||
Effect of stock awards | 2,128 | |||
Effect of preferred stock | 147,939 | |||
Weighted average common shares, dilutive | 2,716,512 | 1,219,224 | 2,138,444 | 1,068,236 |
Loss per common share – basic | $ (1.42) | $ 9.97 | $ (0.47) | $ 12.80 |
Loss per common share – diluted | $ (1.42) | $ 8.74 | $ (0.47) | $ (12.65) |
(Loss) income from continuing operations | $ 3,869,732 | $ (10,660,028) | $ (997,776) | $ 20,047,189 |
Deemed dividend | (6,930,335) | |||
Net income continuing operations, numerator, basic computation | (997,776) | 13,116,854 | ||
Recognition and change in fair value of warrant liabilities | (26,625,915) | |||
Net loss continuing operations, numerator, diluted computation | $ (997,776) | $ (13,509,061) |
SCHEDULE OF DILUTIVE NET LOSS P
SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares subject to warrant liability | 10,928 | 10,928 | 10,928 | 10,928 |
Series A Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares subject to warrant liability | 113,000 | 113,000 | 113,000 | 113,000 |
Series F Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares subject to warrant liability | 2,105,264 | 2,105,264 | ||
Placement Agent Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares subject to warrant liability | 52,632 | 52,632 | ||
Unvested Stock Awards [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares subject to warrant liability | 3,471 | 3,471 | 4,621 | |
Conversion Of Series B Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares subject to warrant liability | 147,939 | |||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares subject to warrant liability | 668,299 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details) | Jun. 30, 2023 USD ($) |
Leases | |
2023 | $ 216,833 |
2024 | 357,688 |
2025 | 166,384 |
2026 | 113,738 |
2027 | 117,150 |
Thereafter | 151,052 |
Total undiscounted operating lease payments | 1,122,845 |
Less: Imputed interest | 116,127 |
Present value of operating lease liabilities | $ 1,006,718 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases | ||||
Lease expense | $ 123,326 | $ 111,900 | $ 239,296 | $ 219,223 |
Weighted average remaining lease term | 3 years 10 months 20 days | 3 years 10 months 20 days | ||
Weighted average discount rate | 6.20% | 6.20% |
SCHEDULE OF EARN-OUT LIABILITY
SCHEDULE OF EARN-OUT LIABILITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | $ 2,709,478 | $ 3,813,878 |
Changes due to business combinations | 600,000 | |
Changes due to payments | (2,760,403) | (1,704,925) |
Changes due to fair value adjustments | 1,019,925 | 525 |
Ending balance | 969,000 | 2,709,478 |
Fortman Insurance Agency LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 667,000 | 515,308 |
Changes due to business combinations | ||
Changes due to payments | (1,433,700) | (34,430) |
Changes due to fair value adjustments | 766,700 | 186,122 |
Ending balance | 667,000 | |
Southwestern Montana Insurance Center Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 500,000 | 615,969 |
Changes due to business combinations | ||
Changes due to payments | (250,000) | (326,935) |
Changes due to fair value adjustments | 150,000 | 210,966 |
Ending balance | 400,000 | 500,000 |
Altruis Benefits Consultants Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 834,943 | 992,868 |
Changes due to business combinations | ||
Changes due to payments | (929,168) | (84,473) |
Changes due to fair value adjustments | 94,225 | (73,452) |
Ending balance | 834,943 | |
JP Kush And Associates Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 147,535 | 1,689,733 |
Changes due to business combinations | ||
Changes due to payments | (147,535) | (1,259,087) |
Changes due to fair value adjustments | (283,111) | |
Ending balance | 147,535 | |
Barra [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 560,000 | |
Changes due to business combinations | 600,000 | |
Changes due to payments | ||
Changes due to fair value adjustments | 9,000 | (40,000) |
Ending balance | $ 569,000 | $ 560,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Feb. 13, 2023 | Feb. 07, 2023 | Jan. 31, 2023 | Jul. 31, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Sep. 13, 2022 | Apr. 26, 2022 | |
Related Party Transaction [Line Items] | ||||||||||||
Accruing monthly interest percentage | 5% | |||||||||||
Common stock par value | $ 0.086 | $ 0.086 | $ 0.086 | |||||||||
Repayment of related party debt | $ 649,870 | $ 21,541 | ||||||||||
Debt interest rate | 0% | 8% | 0% | 8% | ||||||||
Interest expense, related parties | $ (370,905) | $ (194,929) | $ (722,462) | $ (305,095) | ||||||||
Deferred purchase price | $ 1,375,000 | |||||||||||
Accrue interest rate percentage | 1.50% | |||||||||||
Other expenses | 49,423 | 89,170 | ||||||||||
Related Party [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest expense, related parties | (51,153) | $ (1,729) | (92,629) | $ (3,460) | ||||||||
Current portion of loans payables, related parties | 825,000 | 825,000 | $ 1,375,000 | |||||||||
Loans payables, related parties | 281,916 | 281,916 | 0 | |||||||||
YES Americana Group LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note principle | $ 1,845,000 | $ 1,500,000 | ||||||||||
Debt instrument description | On February 13, 2023, Americana effectuated a conversion of $645,000 of the Note into 66,743 shares of the Company’s common stock, $0.086 par value per share, in accordance with the terms of the Amendment. In addition, during the month of March 2023 the Company repaid to Americana $400,000. During the months of April and June of 2023 the company repaid to Americana an additional $230,000. As of June 30, 2023 and December 31, 2022 respectively, the balance owed to Americana was $570,000 and $1,500,000, reclassified and recorded in the | 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, (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 at an agreed upon conversion price | ||||||||||
Common stock par value | $ 0.086 | $ 0.086 | ||||||||||
Conversion of stock | $ 645,000 | |||||||||||
Conversion of stock shares | 66,743 | |||||||||||
Repayment of related party debt | $ 400,000 | 230,000 | ||||||||||
Repayment of related party owed | 570,000 | 1,500,000 | ||||||||||
Loans payable related parties | 25,479 | 25,479 | ||||||||||
YES Americana Group LLC [Member] | Related Party [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Loans payable related parties | 100,724 | |||||||||||
YES Americana Group LLC [Member] | Employee [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related party | $ 200,000 | |||||||||||
Debt instrument unmortized discount | $ 27,673 | |||||||||||
Debt interest rate | 7.50% | |||||||||||
Monthly payment | $ 4,167 | |||||||||||
Current portion of loans payables, related parties | 47,249 | 47,249 | 47,249 | |||||||||
Non-current portion of loans payables, related parties | 0 | 0 | $ 21,541 | |||||||||
Interest expense, related parties | $ 1,730 | $ 3,459 |
INVESTMENT IN NSURE (Details Na
INVESTMENT IN NSURE (Details Narrative) - USD ($) | 1 Months Ended | |
Apr. 30, 2023 | Jun. 30, 2023 | |
Investments, All Other Investments [Abstract] | ||
Sale of stock | 262,684 | |
Sale of stock | $ 900,000 | |
Remaining balance shares | 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | |||||
Jul. 14, 2023 | Mar. 13, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Jul. 07, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | ||||||
Warrants exercise price | $ 0.001 | $ 0.15 | ||||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 25,000 | |||||
Stock issued during period, shares, new issues | 155,038 | 155,038 | 178,059 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Adjusted balance of warrants outstanding | $ 1,166,667 | |||||
Series B Warrant Liabilities [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants exercise price | $ 2.50 | |||||
Series B Warrant [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 165,000 | |||||
Stock issued during period, shares, new issues | 73,264 |