Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash | $ 5,655,103 | $ 45,213 | $ 6,703 |
Restricted cash | 484,371 | 484,368 | 484,882 |
Accounts receivable | 949,655 | 862,597 | 103,822 |
Accounts receivable, related parties | 7,131 | 7,131 | |
Note receivables | 3,825 | 3,825 | |
Other receivables | 2,064 | 1,952 | 8,284 |
Prepaid expense and other current assets | 234,552 | 38,081 | 32,309 |
Total current assets | 7,332,876 | 1,436,036 | 646,956 |
Property and equipment, net | 90,425 | 79,163 | 592,251 |
Right-of-use asset, net | 1,140,609 | 433,529 | 569,650 |
Investment in NSURE, Inc. | 1,350,000 | 1,350,000 | |
Intangibles, net | 6,547,595 | 5,982,434 | 6,633,584 |
Goodwill | 9,750,492 | 8,761,725 | 8,548,608 |
Other non-current assets | 16,792 | 1,800 | 1,984 |
Total assets | 26,228,789 | 18,044,687 | 16,993,033 |
Current liabilities: | |||
Accounts payable and other accrued liabilities | 829,537 | 1,143,582 | 153,226 |
Loans payable | 14,598 | 19,401 | |
Current portion of loans payables, related parties | 4,523,045 | 3,311,844 | |
Other payables | 62,500 | 62,500 | 8,351 |
Current portion of long-term debt | 890,901 | 963,450 | 1,010,570 |
Current portion of leases payable | 276,341 | 176,897 | 164,367 |
Total current liabilities | 2,059,279 | 6,884,072 | 4,667,759 |
Loan payables, related parties, less current portion | 364,552 | 143,475 | 150,786 |
Long term debt, less current portion | 7,324,980 | 7,885,830 | 8,270,955 |
Leases payable, less current portion | 872,871 | 262,904 | 411,159 |
Earn-out liability | 2,842,570 | 2,631,418 | 2,850,050 |
Total liabilities | 13,464,252 | 17,807,699 | 16,350,709 |
Stockholders’ and members’ equity: | |||
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 1,167 and 395,640 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 100 | 33,912 | 33,912 |
Common stock, $0.086 par value; 2,000,000,000 shares authorized and 10,944,439 and 4,241,028 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 939,826 | 363,517 | 352,743 |
Common stock issuable | 482,116 | 822,116 | 822,116 |
Additional paid-in capital | 26,188,220 | 11,377,123 | 8,216,829 |
Accumulated deficit | (14,845,725) | (12,359,680) | (8,783,276) |
Total stockholders’ equity (deficit) | 12,764,537 | 236,988 | 642,324 |
Total liabilities and stockholders’ equity | $ 26,228,789 | 18,044,687 | $ 16,993,033 |
Previously Reported [Member] | |||
Current assets: | |||
Cash | 45,213 | ||
Restricted cash | 484,368 | ||
Accounts receivable | 236,651 | ||
Accounts receivable, related parties | |||
Note receivables | 3,825 | ||
Other receivables | 1,952 | ||
Prepaid expense and other current assets | 38,081 | ||
Total current assets | 810,090 | ||
Property and equipment, net | 375,947 | ||
Right-of-use asset, net | 433,529 | ||
Investment in NSURE, Inc. | 1,350,000 | ||
Intangibles, net | 5,685,650 | ||
Goodwill | 9,265,070 | ||
Other non-current assets | 1,800 | ||
Total assets | 17,922,086 | ||
Current liabilities: | |||
Accounts payable and other accrued liabilities | 1,143,582 | ||
Loans payable | 14,598 | ||
Current portion of loans payables, related parties | 4,523,045 | ||
Other payables | 62,500 | ||
Current portion of long-term debt | 963,450 | ||
Current portion of leases payable | 176,897 | ||
Total current liabilities | 6,884,072 | ||
Loan payables, related parties, less current portion | 143,475 | ||
Long term debt, less current portion | 7,885,830 | ||
Leases payable, less current portion | 262,904 | ||
Earn-out liability | 2,631,418 | ||
Total liabilities | 17,807,699 | ||
Stockholders’ and members’ equity: | |||
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 1,167 and 395,640 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 33,912 | ||
Common stock, $0.086 par value; 2,000,000,000 shares authorized and 10,944,439 and 4,241,028 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 363,517 | ||
Common stock issuable | 822,116 | ||
Additional paid-in capital | 11,377,123 | ||
Accumulated deficit | (12,482,281) | ||
Total stockholders’ equity (deficit) | 114,387 | ||
Total liabilities and stockholders’ equity | $ 17,922,086 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Preferred stock, at par value | $ 0.086 | $ 0.086 | $ 0.086 |
Preferred stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 |
Preferred stock, shares issued | 1,167 | 395,640 | 395,640 |
Preferred stock, shares outstanding | 1,167 | 395,640 | 395,640 |
Common stock, at par value | $ 0.086 | $ 0.086 | $ 0.086 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 10,944,439 | 4,241,028 | 4,115,330 |
Common stock, shares outstanding | 10,944,439 | 4,241,028 | 4,115,330 |
Common stock issuable, shares | 51,042 | 51,042 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUE | ||||||
Commission income | $ 2,581,636 | $ 1,680,043 | $ 7,096,213 | $ 5,326,375 | $ 7,297,146 | $ 4,450,785 |
Total revenue | 2,581,636 | 1,680,043 | 7,096,213 | 5,326,375 | 4,450,785 | |
OPERATING EXPENSES | ||||||
Commission expense | 660,708 | 399,322 | 1,748,451 | 1,178,806 | 705,714 | |
Salaries and wages | 1,188,267 | 883,884 | 3,217,441 | 2,620,380 | 2,316,533 | |
General and administrative expenses | 755,130 | 1,116,907 | 2,961,881 | 3,320,779 | 3,638,896 | |
Marketing and advertising | 65,010 | 27,212 | 143,110 | 128,471 | 165,574 | |
Depreciation and amortization | 387,729 | 344,888 | 1,090,183 | 1,003,070 | 727,979 | |
Total operating expenses | 3,056,844 | 2,772,213 | 9,161,066 | 8,251,506 | 7,554,696 | |
Loss from operations | (475,208) | (1,092,170) | (2,064,853) | (2,925,131) | (3,103,911) | |
Other expense, net | (120,025) | (139,397) | (421,192) | (424,647) | (391,570) | |
Gain on extinguishment of debt | ||||||
Total non-operating expenses | (120,025) | (139,397) | (421,192) | (424,647) | (391,570) | |
Net loss | $ (595,233) | $ (1,231,567) | $ (2,486,045) | $ (3,349,778) | (3,681,389) | $ (3,495,481) |
Basic and diluted loss per share | $ (0.05) | $ (0.30) | $ (0.25) | $ (0.80) | $ (1.21) | |
Weighted average number of shares outstanding | 10,944,439 | 4,162,306 | 9,809,092 | 4,164,489 | 2,877,655 | |
Previously Reported [Member] | ||||||
REVENUE | ||||||
Commission income | 7,279,530 | |||||
Total revenue | 7,279,530 | |||||
OPERATING EXPENSES | ||||||
Commission expense | 1,569,752 | |||||
Salaries and wages | 3,654,284 | |||||
General and administrative expenses | 4,205,797 | |||||
Marketing and advertising | 168,778 | |||||
Depreciation and amortization | 1,325,337 | |||||
Total operating expenses | 10,923,948 | |||||
Loss from operations | (3,644,418) | |||||
Other expense, net | (563,287) | |||||
Gain on extinguishment of debt | 508,700 | |||||
Total non-operating expenses | (54,587) | |||||
Net loss | $ (3,699,005) | |||||
Basic and diluted loss per share | $ (0.88) | |||||
Weighted average number of shares outstanding | 4,183,625 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member]Previously Reported [Member] | Preferred Stock [Member] | Common Stock [Member]Previously Reported [Member] | Common Stock [Member] | Common Stock Issuable [Member]Previously Reported [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member]Previously Reported [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member]Previously Reported [Member] | Retained Earnings [Member] | Previously Reported [Member] | Total |
Beginning balance, value at Dec. 31, 2018 | $ 40,000 | $ 256,699 | $ 4,682,045 | $ (5,287,795) | $ (300,051) | |||||||
Beginning Balance, shares at Dec. 31, 2018 | 466,667 | 3,099,823 | ||||||||||
Share based compensation | 1,047,376 | 1,047,376 | ||||||||||
Shares issued pursuant to business acquisitions | $ 14,747 | 2,553,617 | 2,568,364 | |||||||||
Shares issued pursuant to business acquisitions, shares | 172,044 | |||||||||||
Shares issued to Reliance Global Holdings, LLC, related party, for transfer of ownership of SWMT and FIS | $ 14,839 | (14,839) | ||||||||||
Shares issued to Reliance Global Holdings, LLC, related party, for transfer of ownership of SWMT and FIS, shares | 173,122 | |||||||||||
Shares cancelled pursuant to settlement agreement | $ (576) | 576 | ||||||||||
Shares cancelled pursuant to settlement agreement, shares | (6,726) | |||||||||||
Common stock issuable related to business acquisition | $ 482,116 | 482,116 | ||||||||||
Common stock issuable related to business acquisition, shares | 27,709 | |||||||||||
Common stock issuable related to software purchase | $ 340,000 | 340,000 | ||||||||||
Common stock issuable related to software purchase, shares | 23,333 | |||||||||||
Conversion of preferred stock | $ (6,088) | $ 60,880 | (54,792) | |||||||||
Conversion of preferred stock, shares | (71,027) | 710,268 | ||||||||||
Shares cancelled pursuant to issuance of common stock for business acquisition | $ (2,846) | 2,846 | ||||||||||
Shares cancelled pursuant to issuance of common stock for business acquisition, shares | (33,201) | |||||||||||
Net loss | (3,495,481) | (3,495,481) | ||||||||||
Ending balance, value at Dec. 31, 2019 | $ 33,912 | $ 33,912 | $ 352,743 | $ 352,743 | $ 822,116 | $ 822,116 | $ 8,216,829 | 8,216,829 | $ (8,783,276) | (8,783,276) | 642,324 | |
Ending balance, shares at Dec. 31, 2019 | 395,640 | 395,640 | 4,115,330 | 4,115,330 | 51,042 | 51,042 | ||||||
Shares issued pursuant to investment in NSURE, Inc. | $ 4,000 | 996,000 | 1,000,000 | |||||||||
Shares issued pursuant to investment in NSURE, Inc, shares | 46,667 | |||||||||||
Share based compensation | 394,719 | 394,719 | ||||||||||
Net loss | (979,798) | (979,798) | ||||||||||
Ending balance, value at Mar. 31, 2020 | $ 33,912 | $ 356,743 | $ 822,116 | 9,607,548 | (9,763,074) | 1,057,245 | ||||||
Ending balance, shares at Mar. 31, 2020 | 395,640 | 4,161,997 | 51,042 | |||||||||
Beginning balance, value at Dec. 31, 2019 | $ 33,912 | $ 33,912 | $ 352,743 | $ 352,743 | $ 822,116 | $ 822,116 | 8,216,829 | 8,216,829 | (8,783,276) | (8,783,276) | 642,324 | |
Beginning Balance, shares at Dec. 31, 2019 | 395,640 | 395,640 | 4,115,330 | 4,115,330 | 51,042 | 51,042 | ||||||
Net loss | (3,349,778) | |||||||||||
Ending balance, value at Sep. 30, 2020 | $ 33,912 | $ 363,517 | $ 822,116 | 11,136,499 | (12,133,054) | 222,990 | ||||||
Ending balance, shares at Sep. 30, 2020 | 395,640 | 4,241,028 | 51,042 | |||||||||
Beginning balance, value at Dec. 31, 2019 | $ 33,912 | $ 33,912 | $ 352,743 | $ 352,743 | $ 822,116 | $ 822,116 | 8,216,829 | 8,216,829 | (8,783,276) | (8,783,276) | 642,324 | |
Beginning Balance, shares at Dec. 31, 2019 | 395,640 | 395,640 | 4,115,330 | 4,115,330 | 51,042 | 51,042 | ||||||
Shares issued pursuant to investment in NSURE, Inc. | $ 4,000 | 996,000 | ||||||||||
Shares issued pursuant to investment in NSURE, Inc, shares | 46,667 | |||||||||||
Share based compensation | 1,304,401 | |||||||||||
Common stock issued due to Stock Purchase Agreement | $ 2,667 | 197,333 | ||||||||||
Common stock issued due to Stock Purchase Agreement, shares | 31,111 | |||||||||||
Common stock issued due to Earnout Agreement | $ 1,875 | 298,125 | ||||||||||
Common stock issued due to Earnout Agreement, shares | 21,875 | |||||||||||
Common stock issuable related to UIS business acquisition | $ 1,538 | 198,462 | ||||||||||
Common stock issuable related to UIS business acquisition, shares | 17,943 | |||||||||||
Shares issued upon termination of employee | $ 694 | 165,973 | ||||||||||
Shares issued upon termination of employee, shares | 8,102 | |||||||||||
Net loss | (3,699,005) | $ (3,699,005) | (3,681,389) | |||||||||
Ending balance, value at Dec. 31, 2020 | $ 33,912 | $ 33,912 | $ 363,517 | $ 363,517 | $ 822,116 | $ 822,116 | 11,377,123 | 11,377,123 | (12,482,281) | (12,359,680) | 114,387 | 236,988 |
Ending balance, shares at Dec. 31, 2020 | 395,640 | 395,640 | 4,241,028 | 4,241,028 | 51,042 | 51,042 | ||||||
Beginning balance, value at Mar. 31, 2020 | $ 33,912 | $ 356,743 | $ 822,116 | 9,607,548 | (9,763,074) | 1,057,245 | ||||||
Beginning Balance, shares at Mar. 31, 2020 | 395,640 | 4,161,997 | 51,042 | |||||||||
Share based compensation | 448,853 | 448,853 | ||||||||||
Net loss | (1,138,413) | (1,138,413) | ||||||||||
Ending balance, value at Jun. 30, 2020 | $ 33,912 | $ 356,743 | $ 822,116 | 10,056,401 | (10,901,487) | 367,685 | ||||||
Ending balance, shares at Jun. 30, 2020 | 395,640 | 4,161,997 | 51,042 | |||||||||
Share based compensation | 220,205 | 220,205 | ||||||||||
Common stock issued due to Stock Purchase Agreement | $ 2,667 | 197,333 | 200,000 | |||||||||
Common stock issued due to Stock Purchase Agreement, shares | 31,111 | |||||||||||
Common stock issued due to Earnout Agreement | $ 1,875 | 298,125 | 300,000 | |||||||||
Common stock issued due to Earnout Agreement, shares | 21,875 | |||||||||||
Common stock issuable related to UIS business acquisition | $ 1,538 | 198,462 | 200,000 | |||||||||
Common stock issuable related to UIS business acquisition, shares | 17,943 | |||||||||||
Shares issued upon termination of employee | $ 694 | 165,973 | 166,667 | |||||||||
Shares issued upon termination of employee, shares | 8,102 | |||||||||||
Net loss | (1,231,567) | (1,231,567) | ||||||||||
Ending balance, value at Sep. 30, 2020 | $ 33,912 | $ 363,517 | $ 822,116 | 11,136,499 | (12,133,054) | 222,990 | ||||||
Ending balance, shares at Sep. 30, 2020 | 395,640 | 4,241,028 | 51,042 | |||||||||
Beginning balance, value at Dec. 31, 2020 | $ 33,912 | $ 33,912 | $ 363,517 | $ 363,517 | $ 822,116 | $ 822,116 | 11,377,123 | 11,377,123 | (12,482,281) | (12,359,680) | 114,387 | 236,988 |
Beginning Balance, shares at Dec. 31, 2020 | 395,640 | 395,640 | 4,241,028 | 4,241,028 | 51,042 | 51,042 | ||||||
Share based compensation | 246,966 | 246,966 | ||||||||||
Shares issued for services | $ 1,290 | 89,760 | 91,050 | |||||||||
Shares issued for services, shares | 15,000 | |||||||||||
Shares issued due to public offering, net of offering costs of $1,672,852 | $ 154,800 | 8,954,348 | 9,109,148 | |||||||||
Shares issued due to public offering, net of offering costs of $1,672,852, shares | 1,800,000 | |||||||||||
Over-allotment shares from offering, net of offering costs of $250,928 | $ 23,220 | 1,343,153 | 1,366,373 | |||||||||
Over-allotment shares from offering, net of offering costs of $250,928, shares | 270,000 | |||||||||||
Warrants sold during public offering at quoted price | 20,700 | 20,700 | ||||||||||
Shares issued due to conversion of preferred stock | $ (33,812) | $ 339,264 | (305,452) | |||||||||
Shares issued due to conversion of preferred stock, shares | (394,493) | 3,944,930 | ||||||||||
Shares issued due to conversion of debt | $ 54,467 | 3,745,533 | 3,800,000 | |||||||||
Shares issued due to conversion of debt, shares | 633,333 | |||||||||||
Rounding shares related to initial public offering | ||||||||||||
Rounding shares related to initial public offering, shares | 1,885 | (3) | ||||||||||
Shares issued pursuant to software purchase | $ 1,984 | $ (340,000) | 338,016 | |||||||||
Shares issued pursuant to software purchase, shares | 23,338 | (23,338) | ||||||||||
Net loss | (613,926) | (641,328) | (613,926) | |||||||||
Ending balance, value at Mar. 31, 2021 | $ 100 | $ 938,542 | $ 482,116 | 25,810,147 | (12,973,606) | 14,257,299 | ||||||
Ending balance, shares at Mar. 31, 2021 | 1,147 | 10,929,514 | 27,701 | |||||||||
Beginning balance, value at Dec. 31, 2020 | $ 33,912 | $ 33,912 | $ 363,517 | $ 363,517 | $ 822,116 | $ 822,116 | $ 11,377,123 | 11,377,123 | $ (12,482,281) | (12,359,680) | $ 114,387 | 236,988 |
Beginning Balance, shares at Dec. 31, 2020 | 395,640 | 395,640 | 4,241,028 | 4,241,028 | 51,042 | 51,042 | ||||||
Net loss | (2,486,045) | |||||||||||
Ending balance, value at Sep. 30, 2021 | $ 100 | $ 939,826 | $ 482,116 | 26,188,220 | (14,845,725) | 12,764,537 | ||||||
Ending balance, shares at Sep. 30, 2021 | 1,167 | 10,944,439 | 27,701 | |||||||||
Beginning balance, value at Mar. 31, 2021 | $ 100 | $ 938,542 | $ 482,116 | 25,810,147 | (12,973,606) | 14,257,299 | ||||||
Beginning Balance, shares at Mar. 31, 2021 | 1,147 | 10,929,514 | 27,701 | |||||||||
Share based compensation | 183,132 | 183,132 | ||||||||||
Rounding shares related to initial public offering | ||||||||||||
Rounding shares related to initial public offering, shares | 20 | |||||||||||
Shares issued pursuant to acquisition of Kush | $ 1,284 | 48,716 | 50,000 | |||||||||
Shares issued pursuant to acquisition of Kush, shares | 14,925 | |||||||||||
Net loss | (1,276,886) | (1,276,886) | ||||||||||
Ending balance, value at Jun. 30, 2021 | $ 100 | $ 939,826 | $ 482,116 | 26,041,995 | (14,250,492) | 13,213,545 | ||||||
Ending balance, shares at Jun. 30, 2021 | 1,167 | 10,944,439 | 27,701 | |||||||||
Share based compensation | 146,225 | 146,225 | ||||||||||
Rounding shares related to initial public offering | ||||||||||||
Shares issued pursuant to acquisition of Kush | ||||||||||||
Shares issued pursuant to acquisition of Kush, shares | ||||||||||||
Net loss | (595,233) | (595,233) | ||||||||||
Ending balance, value at Sep. 30, 2021 | $ 100 | $ 939,826 | $ 482,116 | $ 26,188,220 | $ (14,845,725) | $ 12,764,537 | ||||||
Ending balance, shares at Sep. 30, 2021 | 1,167 | 10,944,439 | 27,701 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Payments of Stock Issuance Costs | $ 1,672,852 |
Over-Allotment Option [Member] | |
Payments of Stock Issuance Costs | 250,928 |
Previously Reported [Member] | |
Payments of Stock Issuance Costs | 1,672,852 |
Previously Reported [Member] | Over-Allotment Option [Member] | |
Payments of Stock Issuance Costs | $ 250,928 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (2,486,045) | $ (3,349,778) | $ (3,681,389) | $ (3,495,481) |
Adjustment to reconcile net income to net cash used in operating activities: | ||||
Depreciation and amortization | 1,090,183 | 1,003,070 | 727,979 | |
Amortization of debt issuance costs and accretion of debt discount | 37,822 | 17,165 | 13,949 | |
Non-cash lease expense | 2,331 | 317 | 6,608 | |
Extinguishment of PPP loan | ||||
Goodwill impairment | 593,790 | |||
Stock compensation expense | 667,373 | 1,063,777 | 1,047,376 | |
Common stock issuable | 822,116 | |||
Shares issued pursuant to earn-out agreement | (300,000) | |||
Change in operating assets and liabilities: | ||||
Accounts payables and other accrued liabilities | (314,045) | 208,471 | 54,572 | |
Accounts receivable | (87,058) | 46,299 | (103,822) | |
Accounts receivable, related parties | (7,131) | 7,131 | (7,131) | |
Note receivables | (3,825) | |||
Other receivables | 3,825 | 6,271 | 9,035 | |
Other payables | (112) | 44,901 | (8,591) | |
Other non-current assets | (14,992) | (195,924) | 1,800 | |
Prepaid expense and other current assets | (196,471) | (5,772) | (32,309) | |
Net cash used in operating activities | (1,304,320) | (1,454,072) | (468,465) | (373,934) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Investment in NSURE, Inc. | (1,350,000) | |||
Acquisition of business, net of cash acquired | (1,608,586) | (801,966) | (11,317,325) | |
Purchase of property and equipment | (24,257) | (562,327) | ||
Purchase of intangibles | (331,054) | |||
Net cash used in investing activities | (1,963,897) | (2,151,966) | (11,879,652) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from borrowings of debt | 7,982,005 | |||
Principal repayments of debt | (663,907) | (245,178) | (209,985) | |
Debt issuance costs | (216,125) | |||
Loans acquired through acquisitions | 19,401 | |||
Loans acquired through acquisitions, related parties | 210 | |||
Proceeds from PPP loan | 673,700 | |||
Principal repayments of PPP loan | (165,000) | |||
Issuance of loans payables, related parties | ||||
Proceeds from loans payable, related parties | 2,931 | 1,651,815 | 3,366,542 | |
Payment of notes payable | ||||
Payments of loans payable, related parties | (504,899) | (165,980) | ||
Payments on earn-out liability | (452,236) | |||
Proceeds of notes payable, related parties | (866,447) | |||
Issuance of common stock | 10,496,221 | 1,866,667 | 2,568,364 | |
Net cash provided by financing activities | 8,878,110 | 3,616,024 | 12,643,965 | |
Net increase in cash and restricted cash | 5,609,893 | 9,986 | 390,379 | |
Cash and restricted cash at beginning of year | 529,581 | 491,585 | 491,585 | 101,206 |
Cash and restricted cash at end of year | 6,139,474 | 501,571 | 529,581 | 491,585 |
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS: | ||||
Conversion of preferred stock into common stock | 339,264 | 6,088 | 10,000 | |
Cash paid for interest | 350,175 | 90,580 | 414,645 | |
Acquisition of lease asset and liability | 684,083 | |||
Cancellation of common stock shares pursuant to settlement agreement | 576 | 576 | ||
Cancellation of common stock shares pursuant to issuance of common stock for acquisition of FIS | 2,846 | |||
Transfer of common stock shares to Reliance Global Holdings, LLC pursuant to transfer of ownership of SWMT and FIS | 14,839 | |||
Assumed earn-out liability pursuant to the issuance of shares in regard to the SWMT, FIS, and ABC Transactions | 2,850,050 | |||
Acquisition of loan payable, related party, pursuant to the purchase of software from The Referral Depot, LLC | 200,000 | |||
Common stock issued pursuant to acquisition | 50,000 | |||
Lease assets obtained in exchange for lease liabilities | 861,443 | 461,504 | ||
Conversion of debt into equity | 3,800,000 | |||
Common stock issued in lieu of services | 91,050 | |||
Issuance of common stock pursuant to the purchase of software from The Referral Depot, LLC | 340,000 | |||
Previously Reported [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | (3,699,005) | |||
Adjustment to reconcile net income to net cash used in operating activities: | ||||
Depreciation and amortization | 1,325,338 | |||
Amortization of debt issuance costs and accretion of debt discount | 22,887 | |||
Non-cash lease expense | 396 | |||
Extinguishment of PPP loan | (508,700) | |||
Goodwill impairment | ||||
Stock compensation expense | 1,471,068 | |||
Common stock issuable | ||||
Change in operating assets and liabilities: | ||||
Accounts payables and other accrued liabilities | 990,356 | |||
Accounts receivable | (132,829) | |||
Accounts receivable, related parties | 7,131 | |||
Note receivables | ||||
Other receivables | 6,332 | |||
Other payables | 54,149 | |||
Other non-current assets | 184 | |||
Prepaid expense and other current assets | (5,772) | |||
Net cash used in operating activities | (468,465) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Investment in NSURE, Inc. | (1,350,000) | |||
Acquisition of business, net of cash acquired | (596,194) | |||
Purchase of property and equipment | ||||
Net cash used in investing activities | (1,946,194) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from borrowings of debt | ||||
Principal repayments of debt | (455,132) | |||
Debt issuance costs | ||||
Loans acquired through acquisitions | ||||
Loans acquired through acquisitions, related parties | ||||
Proceeds from PPP loan | 673,700 | |||
Principal repayments of PPP loan | (165,000) | |||
Issuance of loans payables, related parties | ||||
Proceeds from loans payable, related parties | ||||
Payment of notes payable | (242,371) | |||
Proceeds of notes payable, related parties | 1,441,458 | |||
Issuance of common stock | 1,200,000 | |||
Net cash provided by financing activities | 2,452,655 | |||
Net increase in cash and restricted cash | 37,996 | |||
Cash and restricted cash at beginning of year | $ 529,581 | $ 491,585 | 491,585 | |
Cash and restricted cash at end of year | 529,581 | $ 491,585 | ||
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS: | ||||
Conversion of preferred stock into common stock | ||||
Cash paid for interest | 80,826 | |||
Acquisition of lease asset and liability | 133,204 | |||
Cancellation of common stock shares pursuant to settlement agreement | ||||
Cancellation of common stock shares pursuant to issuance of common stock for acquisition of FIS | ||||
Transfer of common stock shares to Reliance Global Holdings, LLC pursuant to transfer of ownership of SWMT and FIS | ||||
Assumed earn-out liability pursuant to the issuance of shares in regard to the SWMT, FIS, and ABC Transactions | ||||
Acquisition of loan payable, related party, pursuant to the purchase of software from The Referral Depot, LLC | ||||
Common stock issued pursuant to acquisition | $ 500,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1. Reliance Global Group, Inc. (formerly known as Ethos Media Network, Inc.) (“RELI”, “Reliance”, or the “Company”) was incorporated in Florida on August 2, 2013. In September 2018, Reliance Global Holdings, LLC (“Reliance Holdings”, or “Parent Company”), a related party acquired control of the Company. Ethos Media Network, Inc. was then renamed on October 18, 2018. On August 17, 2020, the Company acquired UIS Agency, Inc. (“UIS”). UIS is an insurance agency and employee benefits provider (See Note 3). On May 1, 2021, the Company acquired J.P. Kush and Associates, Inc. (“Kush”), an independent healthcare insurance agency. (See Note 3). | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Reliance Global Group, Inc. (formerly known as Ethos Media Network, Inc.) (“RELI”, “Reliance”, or the “Company”) was incorporated in Florida on August 2, 2013. In September 2018, Reliance Global Holdings, LLC (“Reliance Holdings”, or “Parent Company”), a related party acquired control of the Company (see Note 4). Ethos Media Network, Inc. was then renamed on October 18, 2018. On August 1, 2018, a related party to Reliance Holdings, US Benefits Alliance, LLC (“USBA”) acquired certain properties and assets of the insurance businesses of Family Health Advisors, Inc. and Tri Star Benefits, LLC (see Note 3) (the “USBA Transaction”). Also, on August 1, 2018, Employee Benefits, Solutions, LLC, (“EBS”), related party, acquired certain properties and assets of the insurance business of Employee Benefit Solutions, Inc. (the “EBS Transaction”, and, together with USBA Transaction, the “Common Control Transactions”). On October 24, 2018, a related party of the Company, entered into a purchase agreement to sell assign, and convey membership interest and all other property rights in EBS and USBA to Reliance. USBA is a general agent for various insurance companies and earns override commissions on business placed by other “downstream” agencies. EBS is a retail broker with its revenues mainly sourced from independent contractor brokers. On December 1, 2018, Commercial Coverage Solutions, LLC (“CCS”), a wholly owned subsidiary of Reliance, acquired Commercial Solutions of Insurance Agency, LLC (see Note 3). CCS is a property and casualty insurance agency that specializes in commercial trucking and transportation insurance. On April 1, 2019, Southwestern Montana Insurance Center, LLC (“SWMT”), a wholly owned subsidiary of Reliance, acquired Southwestern Montana Financial Center, Inc. (See Note 3). SWMT is an insurance services firm which specializes in providing personal and commercial lines of insurance. On May 1, 2019, Fortman Insurance Services, LLC (“FIS”), a wholly owned subsidiary of Reliance, acquired Fortman Insurance Agency, LLC (See Note 3). FIS is an insurance services firm which specializes in providing personal and commercial lines of insurance. On September 1, 2019, the Company acquired Altruis Benefits Consulting, Inc. (“ABC”). ABC is an insurance agency and employee benefits provider. On August 17, 2020, the Company acquired UIS Agency, Inc. (“UIS”). UIS is an insurance agency and employee benefits provider. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounting of Reliance Global Group, Inc., and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s annual report on Form 10-K. Liquidity As of September 30, 2021, the Company’s reported cash and restricted cash aggregated balance was approximately $ 6,139,000 , current assets were approximately $ 7,333,000 , while current liabilities were approximately $ 2,059,000 . As of September 30, 2021, the Company had working capital of approximately $ 5,274,000 and stockholders’ equity of $ 12,765,000 . For the nine-month period ended September 30, 2021, the Company reported a net loss of approximately $ 2,486,000 and negative cash flows from operations of $ 1,304,000 . The Company also completed an offering in February that raised net proceeds of approximately $ 10,496,000 . Management believes the company’s financial position to be reasonable and sufficient, providing ample liquidity for the foreseeable future. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases it estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Cash Cash consists of checking accounts. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted Cash Restricted cash includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions. The reconciliation of cash and restricted cash reported within the applicable balance sheet accounts that sum to the total of cash and restricted cash presented in the statement of cash flows is as follows: SCHEDULE OF CASH AND RESTRICTED CASH September 30, 2021 September 30, 2020 Cash $ 5,655,103 $ 13,282 Restricted cash 484,371 488,289 Total cash and restricted cash $ 6,139,474 $ 501,571 Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recognized over an asset’s estimated useful life using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Certain capitalized software has been reclassified in the condensed consolidated balance sheet from property and equipment, net to intangibles, net and comparative periods have been adjusted accordingly. Maintenance and repairs are charged to expense as incurred. Estimated useful lives of the Company’s Property and Equipment are as follows: SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT Useful Life (in years) Computer equipment 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. The Company’s balance sheet includes certain financial instruments, including cash, notes receivables, accounts payable, notes payables and short and long-term debt. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying amounts of long-term debt approximate their fair value as the variable interest rates are based on a market index. Deferred Financing Costs The Company has recorded deferred financing costs as a result of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term of the related debt. As of September 30, 2021, and December 31, 2020, unamortized deferred financing costs were $ 139,204 , and $ 186,312 , respectively and are netted against the related debt. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, the assets acquired, the liabilities assumed, and the consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings. Identifiable Intangible Assets, net Finite-lived intangible assets such as customer relationships assets, trademarks and tradenames are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from 3 20 Goodwill and other indefinite-lived intangibles The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is assigned to a reporting unit on the acquisition date and tested for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. Similarly, indefinite-lived intangible assets (if any) other than goodwill, are tested annually or more frequently if indicated, for impairment. If impaired, intangible assets are written down to fair value based on the expected discounted cash flows. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers The Company’s revenue is primarily comprised of agency commissions earned from health insurance carriers (the “Customer” or “Carrier”) related to insurance plans produced through brokering, producing and servicing agreements between insurance carriers and members. The Company defines a “Member” as an individual, family or entity currently covered or seeking insurance coverage. The Company focuses primarily on agency services for insurance products in the “Healthcare” and property and casualty, which includes auto (collectively “P&C”) space, with nominal activity in the life insurance and bond sectors. Healthcare includes plans for individuals and families, Medicare supplements, ancillary and small businesses. Consideration for all agency services typically is based on commissions calculated by applying contractual commission rates to policy premiums. For P&C, commission rates are applied to premiums due, whereas for healthcare, commission rates, including override commissions, are applied to monthly premiums received by the Carrier. The Company has two forms of billing practices, “Direct Bill” and “Agency Bill”. With Direct Bill, Carriers bill and collect policy premium payments directly from Members without any involvement from the Company. Commissions are paid to the Company by the Carrier in the following month. With Agency Bill, The Company bills Members premiums due and remits them to Carriers net of commission earned. The following outlines the core principles of ASC 606: Identification of the contract, or contracts, with a customer Identification of the performance obligations in the contract Determination of the transaction price Allocation of the transaction price to the performance obligations in the contract Recognition of revenue when, or as, the Company satisfies a performance obligation Healthcare revenue recognition: The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Carriers, to perform agency services that culminate in monthly premium cash collections by the Carrier. The performance obligation is satisfied through a combination of agency services including, marketing carrier’s insurance plans, soliciting Member applications, binding, executing and servicing insurance policies on a continuous basis throughout a policy’s life cycle which includes and culminates with the Customer’s collection of monthly premiums. No commission is earned if cash is not received by Carrier. Thus, commission revenue is earned only after a month’s cash receipts from Members’ dues is received by the Customer. Each month’s Carrier cash collections is considered a separate unit sold and transferred to the Customer i.e., the satisfaction of that month’s performance obligation. Transaction price is typically stated in a contract and usually based on a commission rate applied to Member premiums paid and received by Carrier. The Company generally continues to receive commission payments from Carriers until a Member’s plan is cancelled or the Company terminates its agency agreement with the Carrier. Upon termination, the Company normally will no longer receive any commissions form Carriers even on business still in place. In some instances, trailing commissions could occur which would be recognized similar to other Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary. Healthcare typically utilizes the Direct Bill method. The Company recognizes revenue at a point in time, when it satisfies its monthly performance obligation and control of the service transfers to the Customer. Transfer occurs when Member insurance premium cash payments are received by the Customer. The Customer’s receipt of cash is the culmination and complete satisfaction of the Company’s performance obligation, and the earnings process is complete. With Direct Bill, since the amount of monthly Customer cash receipts is unknown to the Company until the following month when notice is provided by Customer to Company, the Company accrues revenue at each period end. Any estimated revenue accrued and recognized at a period-end is trued up for financial reporting per actual revenue earned as provided by the Customer during the following month. P&C revenue recognition The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Customers, to perform agency services to solicit, receive proposals and bind insurance policies culminating with policy placement. Commission revenue is earned at the time of policy placement. Transaction price is typically stated in a contract and usually based on commission rates applied to Member premiums due. With one performance obligation, allocation of transaction price is normally not necessary. P&C utilizes both the Agency Bill and Direct Bill methods, depending on the Carrier. The Company recognizes revenue at a point in time when it satisfies its performance obligation and control of the service transfers to the Customer. Transfer occurs when the policy placement process is complete. With both Direct Bill and Agency Bill, the Company accrues commission revenue in the period policies are placed. With Agency Bill, payment is typically received from Members in the month earned, however with Direct Bill, payment is typically received from Carriers in the month subsequent to the commissions being earned. Other revenue policies: Insurance commissions earned from Carriers for life insurance products are recorded gross of amounts due to agents, with a corresponding commission expense for downstream agent commissions being recorded as commission expense within the condensed consolidated statements of operations. When applicable, commission revenue is recognized net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage. The Company could earn additional revenue from contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue or profit targets established periodically by the Carriers (collectively, “Contingent Commissions”). Contingent Commissions are earned when the Company achieves targets established by Carriers. The Carriers notify the Company when it has achieved the target. The Company recognizes revenue for any Contingent Commissions at the time it is reasonably assured that a significant revenue reversal is not probable, which is generally when a Carrier notifies the Company that it is on track or has earned a Contingent Commission. The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS 226,233 - 226,233 USBA 18,241 - 18,241 CCS/UIS - 120,762 120,762 Montana 343,546 - 343,546 Fortman 357,638 194,218 551,856 Altruis 807,775 - 807,775 Kush 513,223 - 513,223 2,266,656 314,980 2,581,636 Nine Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS 642,428 - 642,428 USBA 45,861 - 45,861 CCS/UIS - 274,928 274,928 Montana 1,283,402 - 1,283,402 Fortman 884,073 628,327 1,512,400 Altruis 2,558,653 - 2,558,653 Kush 778,541 - 778,541 6,192,958 903,255 7,096,213 Three Months ended September 30, 2020 Medical/Life Property and Casualty Total Regular EBS 188,670 - 188,670 USBA 11,757 - 11,757 CCS/UIS - 81,344 81,344 Montana 318,688 - 318,688 Fortman 258,488 212,454 470,942 Altruis 608,641 - 608,641 1,386,244 293,798 1,680,042 Nine Months ended September 30, 2020 Medical/Life Property and Casualty Total Regular EBS 567,054 - 567,054 USBA 206,698 - 206,698 CCS/UIS - 227,044 227,044 Montana 1,148,538 - 1,148,538 Fortman 880,848 578,229 1,459,077 Altruis 1,717,964 - 1,717,964 4,521,102 805,273 5,326,375 General and Administrative General and administrative expenses primarily consist of personnel costs for the Company’s administrative functions, professional service fees, office rent, all employee travel expenses, and other general costs. Marketing and Advertising The Company’s direct channel expenses primarily consist of costs for e-mail marketing and newspaper advertisements. The Company’s online advertising channel expense primarily consist of social media ads. Advertising costs for both direct and online channels are expensed as incurred. Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, based on the terms of the awards. The fair value of the stock-based payments to nonemployees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. As the Reliance Global Group, Inc. Equity Incentive Plan 2019 was adopted in January of 2019, the Company lacks the historical basis to estimate forfeitures and will recognize forfeitures as they occur. Leases The Company recognizes leases in accordance with Accounting Standards Codification Topic 842, “Leases” (“ASC 842” or “ASU 2016-12”). This standard provides enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases are recognized as a single lease expense, generally on a straight-line basis. The Company is the lessee in a contract when the Company obtains the right to use an asset. We currently lease real estate and office space under non-cancelable operating lease agreements. When applicable, consideration in a contract is allocated between lease and non-lease components. Lease payments are discounted using the implicit discount rate in the lease. If the implicit discount rate for the lease cannot be readily determined, the Company uses an estimate of its incremental borrowing rate. The Company did not have any contracts accounted for as finance leases as of September 30, 2021, or 2020. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the condensed consolidated statement of operations. The Company determines a lease’s term by agreement with lessor and includes lease extension options and variable lease payments when option and/or variable payments are reasonably certain of being exercised or paid. Income Taxes The Company recognizes deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. In evaluating its ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including the expected reversals of taxable temporary differences, projected future taxable income, taxable income available via carryback to prior years, tax planning strategies, and results of recent operations. The Company assesses the realizability of its deferred tax assets, including scheduling the reversal of its deferred tax assets and liabilities, to determine the amount of valuation allowance needed. Scheduling the reversal of deferred tax asset and liability balances requires judgment and estimation. The Company believes the deferred tax liabilities relied upon as future taxable income in its assessment will reverse in the same period and jurisdiction and are of the same character as the temporary differences giving rise to the deferred tax assets that will be realized. Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in the fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage. The majority of the Company’s individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. Prior Period Adjustments During the June 30, 2021 quarterly financial reporting close process, the Company identified certain immaterial adjustments impacting prior reporting periods. Specifically, the Company identified adjustments to correct goodwill and retained earnings in relation to historical purchase price allocation accounting, and adjustments to true up accounts receivable and retained earnings for certain historical accrued revenues. The Company has also separately reclassified its purchase software from property, plant and equipment to intangible assets. The Company assessed the materiality of the adjustments to prior period financial statements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. (SAB) 99, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Accounting Changes and Error Corrections Accordingly, the Company’s comparative condensed consolidated financial statements and impacted notes have been revised from amounts previously reported to reflect these adjustments. The following table illustrates the impact on previously reported amounts and adjusted balances presented in the condensed consolidated financial statements for the period ended September 30, 2021. SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION Account 12/31/2020 As reported Adjustment 12/31/20 Accounts Receivable 236,651 625,946 862,597 Goodwill 9,265,070 (503,345 ) 8,761,725 Accumulated Deficit (12,482,281 ) 122,601 (12,359,680 ) Commission income 7,279,530 17,616 7,297,146 Total Assets 17,922,086 122,601 18,044,687 Total Revenue 7,279,530 17,616 7,297,146 Net Loss (3,699,005 ) 17,616 (3,681,389 ) EPS (0.88 ) 0.00 (0.88 ) Account 3/31/2021 Adjustment 3/31/2021 Accumulated Deficit (13,123,609 ) 150,003 (12,973,606 ) Commission income 2,296,328 27,402 2,323,730 Total Revenue 2,296,328 27,402 2,323,730 Net Loss (641,328 ) 27,402 (613,926 ) EPS (0.09 ) (0.01 ) (0.08 ) Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments—Credit Losses. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019. On November 15, 2019, the FASB delayed the effective date of FASB ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition. The Company does not currently believe the adoption of this standard will have a significant impact on its financial statements, given its history of minimal bad debt expense relating to trade accounts receivable. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions to the general principles in Topic 740 and simplifies other areas of the existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted this pronouncement January 1, 2021 which did not have a material effect on the consolidated financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated and combined financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounting of Reliance Global Group, Inc., and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation and combination. Liquidity As of December 31, 2020, the Company’s reported cash balance was approximately $ 530,000 810,000 6,884,000 4,523,000 6,074,000 114,387 3,699,000 468,465 Management believes it has plans that will alleviate any liquidity issues over next twelve months. Management’s cash flow forecast for 2021 and beyond indicate that its business should generate positive cash flows from their operations. During 2020, the Company acquired one new entity. As the acquisition took place in August of 2020 the Company did not receive the benefit of revenue from this entity for a substantial portion of the year. Going forward the Company will recognize revenue from this entity for the full year which will increase cash flows. In addition, the Company incurred several one-time expenses, related to professional and legal fees for the acquisition that closed in 2020, which contributed to the Company’s net loss. Reliance Holdings has also agreed to support the Company if required and management believes that the related party holding the loan to related party discussed above will forebear on any amounts due should the company be unable to fulfill its payment obligations under the loan agreement. Management has raised capital through offerings of the Company’s equity securities on the NASDAQ listing, see Note 17 – Subsequent events Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases it estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Cash Cash consists of checking accounts. The Company considers all highly liquid investments with an original maturity of three Restricted Cash Restricted cash includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions. The reconciliation of cash and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the statement of cash flows is as follows: SCHEDULE OF CASH AND RESTRICTED CASH December 31, 2020 December 31, 2019 Cash $ 45,213 $ 6,703 Restricted cash 484,368 484,882 Total cash and restricted cash $ 529,581 $ 491,585 Property and Equipment Property and equipment are stated at cost. Depreciation, including for assets acquired under capital leases or finance leases, are recorded over the shorter of the estimated useful life or the lease term of the applicable assets using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Maintenance and repairs are charged to expense as incurred. The estimated useful life of the Companies Property and Equipment is as follows: SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT Useful Life (in years) Computer equipment and software 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term Software 3 Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows: Level 1 — Unadjusted quoted prices for identical assets or liabilities in active markets; 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. The Company’s balance sheet includes certain financial instruments, including cash, notes receivables, accounts payable, notes payables and short and long-term debt. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying amounts of long-term debt approximate their fair value as the variable interest rates are based on the market index. Deferred Financing Costs The Company has recorded deferred financing costs as a result of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term of the related debt. As of December 31, 2020, and 2019, unamortized deferred financing costs were $ 186,312 213,733 Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, the assets acquired, and the liabilities assumed, and the consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. Identifiable Intangible Assets, net Finite-lived intangible assets such as customer relationships assets, trademarks and tradenames are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from 3 20 593,790 Goodwill and other indefinite-lived intangibles The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is assigned to a reporting unit on the acquisition date and tested for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. Similarly, indefinite-lived intangible assets other than goodwill, such as trade names, are tested annually or more frequently if indicated, for impairment. If impaired, intangible assets are written down to fair value based on the expected discounted cash flows. Revenue Recognition In May 2014, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In April 2016, the FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing. ASU 2016-10 provides guidance in identifying performance obligations and determining the appropriate accounting for licensing arrangements. The effective date and transition requirements for this ASU are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by ASU 2014-09). This ASU, which the Company adopted using the prospective method effective January 1, 2019. The adoption did not have a material effect on the Company’s consolidated financial statements. The Company’s revenue is primarily comprised of commission paid by health insurance carriers related to insurance plans that have been purchased by a member who used the Company’s service. The Company defines a member as an individual currently covered by an insurance plan, including individual and family, Medicare-related, small business and ancillary plans, for which the Company are entitled to receive compensation from an insurance carrier. The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, we recognize revenue for our services in accordance with the following five steps outlined in ASC 606: Identification of the contract, or contracts, with a customer Identification of the performance obligations in the contract Determination of the transaction price Allocation of the transaction price to the performance obligations in the contract Recognition of revenue when, or as, the Company satisfies a performance obligation For individual and family, Medicare supplement, small business and ancillary plans, the Company’s compensation is generally a percentage of the premium amount collected by the carrier during the period that a member maintains coverage under a plan (commissions) and, to a lesser extent, override commissions that health insurance carriers pays the Company for achieving certain objectives. Premium-based commissions are reported to the Company after the premiums are collected by the carrier, generally monthly. The Company generally continues to receive the commission payment from the relevant insurance carrier until the health insurance plan is cancelled or the Company otherwise does not remain the agent on the policy. The Company recognizes commission revenue for individual and family, Medicare Supplement, small business and ancillary plans when premiums are effective. The Company determines that there is persuasive evidence of an arrangement when the Company has a commission agreement with a health insurance carrier, a carrier reports to the Company that it has approved an application submitted through the Company’s platform, and the applicant starts making payments on the plan. The Company’s services are complete when a carrier has approved an application. The seller’s price is fixed or determinable and collectability is reasonably assured when commission amounts have been reported to the Company by a carrier. Commission revenue from insurance distribution and brokerage operations is recognized when all placement services have been provided, protection is afforded under the insurance policy, and the premium is known or can be reasonably estimated and is billable. In general, two types of billing practices occur as part of our agency contracts, which is direct bill and agency bill. In direct bill scenarios, the insurance carriers that underwrite the insurance policies directly bill and collect the premium for the policy without any involvement from the Company. Upon collection, a commission is then remitted from the insurance carrier to the Company. These commissions have not met the criteria for revenue recognition until the Company receives the commissions, as the Company does not have insight into policy acceptance and premium collections until the commission is received from the insurance carrier, representing that the insurance policy has been bound and therefore commissions have been earned by the Company. The second billing practice where the Company bills the policy holder and collects the premiums (“Agency Bill”) provides greater transparency by the Company into the acceptance of the policy and premium collection. As part of the Agency Bill process, the Company can, at times, net its commissions out of the premiums to be sent to the insurance carriers. For Agency Bill customers, the revenue recognition criteria are considered met when the Agency receives the premiums from the policy holder, with an allowance established against the revenue for policies that may not be bound by the insurance companies. All commission revenue is recorded net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage. Insurance commissions earned from carriers for life insurance products are recorded gross of amounts due to agents, with a corresponding commission expense for downstream agent commissions being recorded as commission expense within the statements of operations. The Company earns additional revenue including contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue or profit targets established periodically by the carriers (collectively the Contingent Commissions). The Contingent Commissions are earned when the Company achieves the targets established by the insurance carries. The insurance carriers notify the company when it has achieved the target. The Company recognizes revenue for any additional commissions at the time it is reasonably assured it will receive payment for these commissions, which is generally when the insurance carrier notifies the Company that it has earned the commission typically early in the following fiscal year. The following table disaggregates the Company’s revenue by line of business, showing regular commissions earned contingent commissions bonus, profit sharing SCHEDULE OF DISAGGREGATION REVENUE Year ended December 31, 2020 Medical/Life Property and Casualty Total Regular $ 6,009,558 $ 1,064804 $ 7,074,362 Contingent commission - 205,168 $ 205,168 Total year ended December 31, 2020 $ 6,009,558 $ 1,064,804 $ 7,279,530 Year ended December 31, 2019 Medical/Life Property and Casualty Total Regular $ 3,583,992 $ 866,793 $ 4,450,785 Contingent commission - - - Total year ended December 31, 2019 $ 3,582,182 $ 866,793 $ 4,450,785 General and Administrative General and administrative expenses primarily consist of personnel costs for the Company’s administrative functions, professional service fees, office rent, all employee travel expenses, and other general costs. Marketing and Advertising The Company’s direct channel expenses primarily consist of costs for e-mail marketing and newspaper advertisements. The Company’s online advertising channel expense primarily consist of social media ads. Advertising costs for both direct and online channels are expensed as incurred. Stock-Based Compensation In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. This ASU, which the Company adopted as of January 1, 2019, did not have a material effect on the Company’s consolidated financial statements. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, based on the terms of the awards. The fair value of the stock-based payments to nonemployees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. As the Reliance Global Group, Inc. Equity Incentive Plan 2019 was adopted in January of 2019, the Company lacks the historical basis to estimate forfeitures and will recognize forfeitures as they occur. Leases On January 1, 2019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The Company determines the lease term by agreement with lessor. Income Taxes The Company recognizes deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. In evaluating its ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including the expected reversals of taxable temporary differences, projected future taxable income, taxable income available via carryback to prior years, tax planning strategies, and results of recent operations. The Company assesses the realizability of its deferred tax assets, including scheduling the reversal of its deferred tax assets and liabilities, to determine the amount of valuation allowance needed. Scheduling the reversal of deferred tax asset and liability balances requires judgment and estimation. The Company believes the deferred tax liabilities relied upon as future taxable income in its assessment will reverse in the same period and jurisdiction and are of the same character as the temporary differences giving rise to the deferred tax assets that will be realized. Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in the fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage. The majority of the Company’s individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments—Credit Losses. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019. On November 15, 2019, the FASB delayed the effective date of FASB ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition. The Company does not currently believe the adoption of this standard will have a significant impact on its financial statements, given its history of minimal bad debt expense relating to trade accounts receivable. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions to the general principles in Topic 740 and simplifies other areas of the existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2019-12 on its financial statements. |
STRATEGIC INVESTMENTS AND BUSIN
STRATEGIC INVESTMENTS AND BUSINESS COMBINATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
STRATEGIC INVESTMENTS AND BUSINESS COMBINATION | NOTE 3. STRATEGIC INVESTMENTS AND BUSINESS COMBINATION To date, we have acquired eight insurance brokerages (see table below), including both acquisitions of affiliated companies ( i.e. Acquired Date Location Line of Business Status U.S. Benefits Alliance, LLC (USBA) October 24, 2018 Michigan Health Insurance Affiliated Employee Benefit Solutions, LLC (EBS) Commercial Solutions of Insurance Agency, LLC October 24, 2018 December 1, 2018 Michigan New Jersey Health Insurance P&C – Trucking Industry Affiliated Unaffiliated Southwestern Montana Insurance Center, Inc. April 1, 2019 Montana Group Health Insurance Unaffiliated Fortman Insurance Agency, LLC May 1, 2019 Ohio P&C Unaffiliated Altruis Benefits Consultants, Inc. September 1, 2019 Michigan Health Insurance Unaffiliated UIS Agency LLC August 17, 2020 New York Health Insurance Unaffiliated J.P. Kush and Associates, Inc. May 1, 2021 Michigan Health Insurance Unaffiliated The following table lists our activity in 2021 by number of agents, approximate policies issued and revenue written: SUMMARY OF BUSINESS ACQUIRED AND REVENUE RECOGNIZED Agency Name Number of Agents Number of Policies issued Aggregate Revenue Recognized September 30, 2021 USBA and EBS 4 2,848 $ 688,289 UIS Agency, LLC / Commercial Solutions 2 103 $ 274,928 Southwestern Montana 14 6,521 $ 1,283,402 Fortman Insurance 14 2,175 $ 1,512,400 Altruis 13 9,122 $ 2,558,653 Kush 4 850 $ 778,541 The following table lists our activity in 2020 by number of agents, approximate policies issued and revenue written: Agency Name Number of Agents Number of Policies issued Aggregate USBA and EBS 7 2,563 $ 773,752 Commercial Solutions 2 159 $ 227,044 Southwestern Montana 14 5,850 $ 1,148,538 Fortman Insurance 14 2,064 $ 1,459,077 Altruis 13 5,851 $ 1,717,964 UIS Transaction On August 17, 2020, the Company entered into a Stock Purchase Agreement with UIS Agency LLC whereby the Company shall purchase the business and certain assets noted within the Purchase Agreement (the “UIS Acquisition”) for a total purchase price of $ 883,334 601,696 200,000 500,000 450,000 81,638 The UIS Acquisition was accounted for as a business combination in accordance with the acquisition method under the guidance in ASC 805-10 and 805-20. Accordingly, the total purchase consideration was allocated to intangible assets acquired based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The allocation of the purchase price in connection with the UIS Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Cash $ 5,772 Trade name and trademarks 35,600 5 Customer relationships 100,000 10 Non-competition agreements 25,500 5 Goodwill 716,462 Indefinite $ 883,334 Goodwill of $ 716,462 33,344 337,000 J.P. Kush and Associates, Inc. Transaction On May 1, 2021, the Company entered into a Purchase Agreement with J.P. Kush and Associates, Inc. whereby the Company shall purchase the business and certain assets noted within the Purchase Agreement (the “Kush Acquisition”) for a total purchase price of $ 2,591,481 1,900,000 50,000 641,481 The Kush Acquisition was accounted for as a business combination in accordance with the acquisition method under the guidance in ASC 805-10 and 805-20. Accordingly, the total purchase consideration was allocated to intangible assets acquired based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The allocation of the purchase price in connection with the Kush Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Trade name and trademarks $ 474,300 5 Customer relationships 693,000 10 Non-competition agreements 144,000 5 Cash 291,414 Goodwill 988,767 Indefinite $ 2,591,481 Goodwill of $ 988,767 58,092 500,000 856,000 | NOTE 3. STRATEGIC INVESTMENTS AND BUSINESS COMBINATION The company has six insurance agencies directly or through intermediaries. The majority of the business acquired are agencies that specialize in health insurance. The following table summarizes for 2020 the number of agents, the number of policies issued and aggregate commission revenue for all the agencies we acquired. SUMMARY OF BUSINESS ACQUIRED AND REVENUE RECOGNIZED Agency Name Number of Agents Number of Policies issued Aggregate Revenue Recognized December 31, 2020 USBA and EBS 5 4,930 $ 1,001,067 UIS Agency, LLC / Commercial Solutions 3 217 $ 270,804 Southwestern Montana 14 2,000 $ 1,493,431 Fortman Insurance 15 8,000 $ 2,134,177 Altruis 15 7,809 $ 2,380,051 Agency Name Number of Agents Number of Policies issued Aggregate Revenue Recognized December 31, 2019 USBA and EBS 15 9,767 $ 1,161,036 Commercial Solutions 2 322 $ 378,956 Southwestern Montana 13 370 $ 1,106,432 Fortman Insurance 15 7,826 $ 1,186,950 Altruis 16 8,500 $ 617,411 EBS LLC / US Benefits Alliance, LLC: On August 1, 2018, a related party to Reliance Holdings, US Benefits Alliance, LLC (“USBA”) acquired certain properties and assets of the insurance businesses of Family Health Advisors, Inc. and Tri Star Benefits, LLC (the “USBA Acquisition”). Also, on August 1, 2018, Employee Benefits, Solutions, LLC, (“EBS”), related party, acquired certain properties and assets of the insurance business of Employee Benefit Solutions, Inc. (the “EBS Transaction”, and, together with USBA Transaction, the “Common Control Transactions”). On October 24, 2018, Reliance Holdings and the Company entered into a Bill of Sale agreement to transfer all of the outstanding membership interest in EBS LLC and USBA LLC. In exchange for the membership interest, the Board of Directors of the Company authorized and issued 191,333 The USBA Acquisition was accounted for as a business combination by Reliance Holdings. It was accounted for as a business combination in accordance with the acquisition method whereby the total purchase consideration was allocated to intangible assets acquired based on their respective estimated fair values. The acquisition method of accounting uses the fair value concept defined in ASC 820. ASC 805 requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The allocation of the purchase price in connection with the USBA Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Trade name and trademarks $ 6,520 3 Customer relationships 116,100 9 Non-competition agreements 48,540 5 Goodwill 578,840 Indefinite $ 750,000 Goodwill of $ 578,840 The EBS Acquisition was accounted for as a business combination by Reliance Holdings. It was accounted for as a business combination in accordance using the acquisition method whereby the total purchase consideration was allocated to intangible assets acquired based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The allocation of the purchase price in connection with the EBS Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Trade name and trademarks $ 33,140 20 Customer relationships 47,630 9 Non-competition agreements 42,320 5 Goodwill 274,956 Indefinite Fixed assets 1,954 5 7 $ 400,000 Goodwill of $ 274,956 44,353 Commercial Solutions of Insurance Agency, LLC: On December 1, 2018, Commercial Coverage Solutions LLC, a wholly-owned subsidiary of the Company (“CCS”) entered into a Purchase Agreement with Commercial Solutions of Insurance Agency, LLC (“CSIA”) whereby CCS purchased the business and certain assets of CSIA noted within the Purchase Agreement (the “CSIA Acquisition”) for a total purchase price of $ 1,200,000 The total purchase price was made up of (1) a cash payment of $ 1,080,000 The CSIA Acquisition is being accounted for as a business combination under the acquisition method whereby the total purchase consideration was allocated to tangible and intangible assets acquired based on their respective estimated fair values. The acquisition method requires, among other things, that assets acquired, and liabilities assumed in a business purchase combination be recognized at their fair values as of the acquisition. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The allocation of the purchase price in connection with the CCS Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Cash $ 13,500 N/A Fixed Assets 1,638 5 7 Customer relationships 284,560 11 Non-competition agreements 40,050 5 Trade name and trademarks 8,500 2 Goodwill 851,752 Indefinite $ 1,200,000 Goodwill of $ 851,752 113,247 Southwestern Montana Insurance Center, LLC: On April 1, 2019, Southwestern Montana Insurance Center, LLC (“SWMT”), a wholly owned subsidiary of Reliance Holdings, acquired Southwestern Montana Financial Center, Inc. SWMT is an insurance services firm which specializes in providing group and individual health lines of insurance. On September 17, 2019, Reliance Holdings, transferred all of the outstanding membership interest in SWMT to the Company. On April 1, 2019, SWMT entered into a Purchase Agreement with Southwestern Montana Financial Center, Inc. whereby the SWMT shall purchase the business and certain assets noted within the Purchase Agreement (the “SWMT Acquisition”) for a total purchase price of $ 2,394,509 1,389,840 5,833 earn-out payment equal to 32% of the final earn-out EBITDA multiplied by 5.00, 300,000 300,000 522,553 The allocation of the purchase price in connection with the SWMT Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Customer relationships $ 561,000 10 Non-competition agreements 599,200 5 Goodwill 1,217,790 Indefinite Fixed assets 41,098 5 7 Loan Payable ( 24,579 ) $ 2,394,509 Goodwill of $ 1,217,790 122,660 The operating results of the acquired business has been included in the Company’s Consolidated Statement of Operations from the date of acquisition through December 31, 2019. The revenues of the acquired business for the period from April 1, 2019 to December 31, 2019 was $ 1,036,154 23,104 1,381,991 30,805 Fortman Insurance Services, LLC: On May 1, 2019, Fortman Insurance Services, LLC (“FIS”), a wholly owned subsidiary of Reliance Global Holdings, LLC, acquired Fortman Insurance Agency, LLC. FIS is an insurance services firm which specializes in providing personal and commercial lines of insurance. On May 1, 2019, FIS entered into a Purchase Agreement with Fortman Insurance Agency, LLC whereby the FIS shall purchase the business and certain assets noted within the Purchase Agreement (the “FIS Acquisition”) for a total purchase price of $ 4,156,405 3,223,750 500,000 earn-out payment equal to 10% of the final earn-out EBITDA multiplied by 6.25. 432,655 The allocation of the purchase price in connection with the FIS Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Trade name and trademarks $ 289,400 5 Customer relationships 1,824,000 10 Non-competition agreements 752,800 5 Goodwill 1,269,731 Indefinite Fixed assets 19,924 5 7 Prepaid rent 550 $ 4,156,405 Goodwill of $ 1,269,731 63,663 During September 2019, Reliance Global Holdings, LLC transferred all of the outstanding membership interest in SWMT and FIS to the Company. In exchange for the membership interest, the Board of Directors of Reliance Inc. issued 173,122 The operating results of the acquired business has been included in the Company’s Consolidated Statement of Operations for the year ended December 31, 2019. The revenues of the acquired business for the period from May 1, 2019 to December 31, 2019 was $ 1,166,778 9,773 1,780,427 176,154 2,134,177 246,681 Altruis Benefits Consulting, Inc.: On September 1, 2019, the Company entered into a Stock Purchase Agreement with Altruis Benefits Consulting, Inc. whereby the Company purchased the business and certain assets noted within the Purchase Agreement (the “ABC Acquisition”) for a total purchase price of $ 7,688,168 5,202,364 578,040 The yearly earn-out payments are equal to 6.66% of the final earn-out EBITDA multiplied by 7.00. 1,894,842 The allocation of the purchase price in connection with the ABC Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Cash $ 1,850,037 Trade name and trademarks 714,600 5 Customer relationships 753,000 10 Non-competition agreements 1,168,600 5 Goodwill 4,949,329 Indefinite Fixed assets 85 5 Payable to seller ( 1,747,483 ) $ 7,688,168 Goodwill of $ 4,949,329 92,172 The operating results of the acquired business has been included in the Company’s Consolidated Statement of Operations for the year ended December 31, 2019. The revenues of the acquired business for the period from September 1, 2019 to December 31, 2019 was $ 625,036 67,682 2,469,636 150,705 2,380,051 88,185 UIS Transaction On August 17, 2020, the Company entered into a Stock Purchase Agreement with UIS Agency LLC whereby the Company shall purchase the business and certain assets noted within the Purchase Agreement (the “UIS Acquisition”) for a total purchase price of $ 883,334 601,696 200,000 500,000 450,000 81,638 The UIS Acquisition was accounted for as a business combination in accordance with the acquisition method under the guidance in ASC 805-10 and 805-20. Accordingly, the total purchase consideration was allocated to intangible assets acquired based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The allocation of the purchase price in connection with the UIS Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Cash $ 5,772 Trade name and trademarks 35,600 5 Customer relationships 100,000 10 Non-competition agreements 25,500 5 Goodwill 716,462 Indefinite $ 883,334 Goodwill of $ 716,462 33,344 65,018 377,921 |
RECAPITALIZATION AND COMMON CON
RECAPITALIZATION AND COMMON CONTROL TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
RECAPITALIZATION AND COMMON CONTROL TRANSACTIONS | NOTE 4. RECAPITALIZATION AND COMMON CONTROL TRANSACTIONS The purchase of Ethos, as described in Note 1, is being accounted for as a reverse recapitalization. As such, Reliance and its wholly owned subsidiaries are treated as the continuing company and Ethos is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the operations of Reliance’s subsidiaries comprising of substantially all the ongoing operations of the post-combination company, the parent company of Reliance owning 84.5% The amount of consideration paid on September 21, 2018 to the controlling seller of Ethos was $ 287,500 583,333 542,372 On October 24, 2018, Reliance Holdings and the Company entered into a Bill of Sale agreement to transfer all of the outstanding membership interest in EBS LLC and USB LLC. In exchange for the membership interest, the Board of Directors of the Company authorized and issued 191,333 During September 2019, Reliance Holdings transferred all of the outstanding membership interest in SWMT and FIS to the Company. In exchange for the membership interest, the Board of Directors of Reliance Inc. issued 173,122 |
INVESTMENT IN NSURE, INC.
INVESTMENT IN NSURE, INC. | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | ||
INVESTMENT IN NSURE, INC. | NOTE 4. INVESTMENT IN NSURE, INC. On February 19, 2020, the Company entered into a securities purchase agreement with NSURE, Inc. (“NSURE”) whereas the Company may invest up to an aggregate of $ 20,000,000 5,837,462 35 1,000,000 291,873 3,000,000 16,000,000 46,667 1,000,000 1,350,000 | NOTE 5. INVESTMENT IN NSURE, INC. On February 19, 2020, the Company entered into a securities purchase agreement with NSURE, Inc. (“NSURE”) whereas the Company may invest up to an aggregate of $ 20,000,000 5,837,462 35% 1,000,000 291,873 3,000,000 16,000,000 200,000 58,375 100,000 50,000 43,781 1,350,000 On February 10, 2020, the Company issued 46,667 1,000,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 Computer equipment $ 58,441 $ 33,774 Office equipment and furniture 36,158 36,573 Leasehold Improvements 56,631 56,631 Property and equipment, gross 151,230 126,978 Less: Accumulated depreciation and amortization (60,805 ) (47,815 ) Property and equipment, net $ 90,425 $ 79,163 Depreciation expense associated with property and equipment as adjusted to reclassify certain software assets to intangibles, is included in depreciation within the Company’s condensed consolidated statements of operations for the three months ended September 30, 2021, and 2020, and was $ 6,215 and $ 23,280 , respectively. Depreciation expense associated with property and equipment as adjusted to reclassify certain software assets to intangibles, is included in depreciation within the Company’s Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021, and 2020 was $ 12,990 33,209 | NOTE 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Useful Lives December 31, 2020 December 31, 2019 Computer equipment and software 5 $ 33,774 $ 33,774 Office equipment and furniture 7 36,573 36,573 Leasehold Improvements Shorter of the useful life or the lease term 56,631 56,631 Software 3 562,327 562,327 Property and equipment, gross 689,305 689,305 Less: Accumulated depreciation and amortization (313,358 ) (97,054 ) Property and equipment, net $ 375,947 $ 592,251 Depreciation expense associated with property and equipment is included in depreciation within the Company’s Consolidated Statement of Operations was $ 216,304 94,474 Software On July 22, 2019, the Company entered into a purchase agreement with The Referral Depot, LLC (TRD), a related party, to purchase a client referral software created exclusively for the insurance industry. The Company purchased this software to be utilized internally and does not plan to license, sell, or otherwise market the software, as such the total cost of the software has been capitalized and will be amortized on a straight-line basis over the useful life. The total purchase price of the software is $ 250,000 2,000,000 0.17 340,000 Per the agreement, the Company paid an initial payment of $ 50,000 200,000 172,327 27,673 154,953 2,000,000 296,783 187,442 78,101 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS Effective January 1, 2020 the Company reorganized its reporting structure into a single operating unit. All of the acquisitions made by the Company are in one industry, insurance agencies. These agencies operate in a very similar economic and regulatory environment. The Company has one executive who is responsible for the operations of the insurance agencies. This executive reports directly to the Chief Financial Officer (“CFO”) on a quarterly basis. Additionally, the CFO who is responsible for the strategic direction of the Company reviews the operations of the collective insurance agency business as opposed to an office by office view. In accordance with guidance in ASC 350-20-35-45 all the Company’s goodwill will be reassigned to a single reporting unit. As of September 30, 2021, and December 31, 2020, the Company’s goodwill balance was $ 9,750,492 8,761,725 SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2019 $ 8,045,263 Goodwill recognized in connection with acquisition on August 17, 2020 716,462 December 31, 2020 8,761,725 Goodwill recognized in connection with Kush acquisition on May 1, 2021 $ 988,767 September 30, 2021 $ 9,750,492 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of September 30, 2021: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 3.7 $ 1,566,375 $ (505,351 ) $ 1,061,024 Internally developed software 4.9 326,739 (4,834 ) 321,905 Customer relationships 8.0 4,379,290 (945,683 ) 3,433,607 Purchased software 0.8 562,327 (406,125 ) 156,202 Non-competition agreements 2.8 2,821,010 (1,246,153 ) 1,574,857 $ 9,655,741 $ (3,108,146 ) $ 6,547,595 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2020: Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 2.6 $ 1,087,760 $ (307,163 ) $ 780,597 Customer relationships 7.6 3,686,290 (623,649 ) 3,062,641 Purchased software 1.6 562,327 (265,543 ) 296,784 Non-competition agreements 2.6 2,677,010 (834,598 ) 1,842,412 $ 8,013,387 $ (2,030,953 ) $ 5,982,434 Amortization expense as adjusted for certain software reclassifications was $ 381,514 and $ 321,608 for the three months ended September 30, 2021, and 2020, respectively. Amortization expense as adjusted for certain software reclassifications was $ 1,077,193 and $ 969,861 for the nine months ended September 30, 2021, and 2020, respectively. The following reflects the expected amortization expense of acquired intangible assets as of September 30, 2021, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2021 $ 392,285 2022 1,489,347 2023 1,366,199 2024 961,713 2025 627,954 Thereafter 1,710,097 Total $ 6,547,595 | NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS Effective January 1, 2020 the Company reorganized its reporting structure into a single operating unit. All of the acquisitions made by the Company are in one industry insurance agencies. These agencies operate in a very similar economic and regulatory environment. The Company has one executive who is responsible for the operations of the insurance agencies. This executive reports directly to the Chief Financial Officer (“CFO”) on a quarterly basis. Additionally, the CFO who is responsible for the strategic direction of the Company review the operations of the insurance agency business as opposed to an office by office view. In accordance with guidance in ASC 350-20-35-45 all the Company’s goodwill will be reassigned to a single reporting unit. For the year ending December 31, 2019 and 2020 the Company tested goodwill using discounted cash flow analysis and probability weighted market multiples valuations to determine the fair value of EBS, USBA, and CCS. The Company determined that CCS was overvalued by $ 593,790 593,790 After accounting for the goodwill impairment, the excess fair value over carrying value of the EBS & USBA reporting unit and the CCS reporting unit was $ 677,772 0 SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2018 $ 1,705,548 Goodwill recognized in connection with acquisition on April 1, 2019 1,217,790 Goodwill recognized in connection with acquisition on May 1, 2019 1,269,731 Goodwill recognized in connection with acquisition on September 1, 2019 4,949,329 Impairment of goodwill (593,790 ) December 31, 2019 $ 8,548,608 Goodwill recognized in connection with acquisition on August 17, 2020 $ 716,462 December 31, 2020 $ 9,265,070 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2020: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD Weighted Average Remaining Amortization period (Years) Gross Accumulated Amortization Net Carrying Amount Trade name and trademarks 2.6 $ 1,087,760 $ (307,163 ) $ 780,597 Customer relationships 7.6 3,686,290 (623,649 ) 3,062,641 Non-competition agreements 2.6 2,677,010 (834,598 ) 1,842,412 Intangibles, net $ 7,451,060 $ (1,765,410 ) $ 5,685,650 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, 2019: Weighted Average Remaining Amortization period (Years) Gross Accumulated Amortization Net Carrying Amount Trade name and trademarks 4.3 $ 1,052,160 $ (96,258 ) $ 955,902 Customer relationships 9.4 3,586,290 (257,529 ) 3,328,761 Non-competition agreements 4.4 2,651,510 (302,589 ) 2,348,921 Intangibles, net $ 7,289,960 $ (656,376 ) $ 6,633,584 The Company tests goodwill and indefinite-lived intangible assets for impairment annually on October 1st, or more frequently whenever events or changes in circumstances indicate that the asset might be impaired. The Company tested goodwill using discounted cash flow analysis and probability weighted market multiples valuations to determine the fair value of EBS, USBA, UIS, and CCS. In the year ending December 31, 2019, the Company determined that CCS was overvalued by $ 593,790 0 593,790 Amortization expense was $ 1,109,033 633,505 The amortization expense of acquired intangible assets for each of the following five years are expected to be as follows: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2021 $ 392,285 2021 $ 1,127,374 2022 1,124,024 2023 1,108,221 2024 735,672 2025 371,973 Thereafter 1,218,366 Total $ 5,685,650 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Significant components of accounts payable and accrued liabilities were as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2021 December 31, 2020 Accounts payable $ 714,787 $ 980,943 Accrued expenses 89,466 35,022 Accrued credit card payables 18,892 119,896 Other accrued liabilities 6,392 7,721 Accounts payable and other accrued liabilities $ 829,537 $ 1,143,582 | NOTE 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Significant components of accounts payable and accrued liabilities were as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2020 December 31, 2019 Accounts payable $ 980,943 $ 102,112 Accrued expenses 35,022 5,797 Accrued credit card payables 119,896 32,395 Other accrued liabilities 7,721 12,922 Accounts payable and accrued liabilities $ 1,143,582 $ 153,226 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
LONG-TERM DEBT | NOTE 8. LONG-TERM DEBT The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT September 30, 2021 December 31, 2020 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 14,222 19,044 $ 500,025 $ 542,760 Oak Street Funding LLC Senior Secured Amortizing Credit Facility, net of deferred financing costs of $ 18,477 22,737 809,210 877,550 Oak Street Funding LLC Term Loan for the acquisition of SWMT, net of deferred financing costs of $ 12,155 16,685 909,156 979,966 Oak Street Funding LLC Term Loan for the acquisition of FIS, net of deferred financing costs of $ 44,115 54,293 2,287,256 2,465,410 Oak Street Funding LLC Term Loan for the acquisition of ABC, net of deferred financing costs of $ 50,230 65,968 3,710,234 3,983,594 8,215,881 8,849,280 Less: current portion (890,901 ) (963,450 ) Long-term debt $ 7,324,980 $ 7,885,830 Oak Street Funding LLC – Term Loans and Credit Facilities During the year ended December 31, 2018 the Company entered into two debt agreements with Oak Street Funding LLC. On August 1, 2018, EBS and USBA entered into a Credit Agreement with Oak Street Funding LLC (“Oak Street”) whereby EBS and USBA borrowed $ 750,000 5.00 22,188 1,025,000 1.50 10 25,506 During the year ended December 31, 2019 the Company entered in Credit Agreements with Oak Street on April 1, 2019, May 1, 2019 and September 5, 2019 whereby the Company borrowed a total amount of $ 7,912,000 The borrowing rates under the Facility is a variable rate equal to Prime + 2.00 10 181,125 Aggregated cumulative maturities of long-term obligations (including the Term Loan and the Facility), excluding deferred financing costs, as of September 30, 2021 are: SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM OBLIGATIONS Fiscal year ending December 31, Maturities of Long-Term Debt 2021 $ 221,312 2022 913,920 2023 963,584 2024 1,015,030 2025 1,071,119 Thereafter 4,170,120 Total $ 8,355,085 Less debt issuance costs (139,204 ) Total $ 8,215,881 Loans Payable Paycheck Protection Program On April 4, 2020, the Company entered into a loan agreement with First Financial Bank for a loan of $ 673,700 Under the terms of the PPP, up to the entire amount of principal and accrued interest may be forgiven to the extent loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP. The Company intends to use the entire loan amount for designated qualifying expenses and to apply for forgiveness in accordance with the terms of the PPP. two years 1.00 th | NOTE 9. LONG-TERM DEBT The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT December 31, 2020 December 31, 2019 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $19,044 and $21,263 as of December 31, 2020 and 2019, respectively $ 542,760 $ 595,797 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 19,044 21,263 $ 542,760 $ 595,797 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, net of deferred financing costs of $ 22,737 25,293 877,550 963,174 Oak Street Funding LLC Term Loan for the acquisition of SWMT, net of deferred financing costs of $ 16,685 979,966 1,066,815 Oak Street Funding LLC Term Loan for the acquisition of FIS, net of deferred financing costs of $ 54,293 2,465,410 2,593,707 Oak Street Funding LLC Term Loan for the acquisition of ABC, net of deferred financing costs of $ 65,968 3,983,594 4,062,032 Long-term debt total 8,849,280 9,281,525 Less: current portion (963,450 ) (1,010,570 ) Long-term debt $ 7,885,830 $ 8,270,955 Oak Street Funding LLC – Term Loans On August 1, 2018, EBS and USBA entered into a Credit Agreement with Oak Street Funding LLC (“Oak Street”) whereby EBS and USBA borrowed $ 750,000 22,188 On April 1, 2019, SWMT entered into a Credit Agreement with Oak Street Funding LLC (“Oak Street”) whereby SWMT borrowed $ 1,136,000 The Term Loan is secured by certain assets of the Company. The borrowing rate under the Facility is a variable rate equal to Prime + 2.00% 28,849 On May 1, 2019, FIS entered into a Credit Agreement with Oak Street Funding LLC (“Oak Street”) whereby FIS borrowed $ 2,648,000 The borrowing rate under the Facility is a variable rate equal to Prime + 2.00% 58,171 On September 5, 2019, ABC entered into a Credit Agreement with Oak Street Funding LLC (“Oak Street”) whereby ABC borrowed $ 4,128,000 2.00% For the year ended December 31, 2019, the Company incurred debt issuance costs associated with the Term Loan in the amount of $ 94,105 Oak Street Funding LLC – Senior Secured Amortizing Credit Facility (“Facility”) On December 7, 2018, CCS entered into a Facility with Oak Street whereby CCS borrowed $ 1,025,000 1.50% 25,506 Aggregated cumulative maturities of long-term obligations (including the Term Loan and the Facility), net of deferred financing costs, as of December 31, 2020 are: SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM OBLIGATIONS Years ending December 31, Maturities of Long-Term Debt 2021 $ 963,450 2021 $ 963,450 2022 963,450 2023 963,450 2024 963,450 2025 - 2025 963,450 Thereafter 4,032,030 Total $ 8,849,280 Less debt issuance costs - Total $ 8,849,280 As of December 31, 2020, the Company was in compliance with a covenant due to start up initiatives that were funded by Reliance Holdings. Loans Payable Paycheck Protection Program On April 4, 2020, the Company entered into a loan agreement with First Financial Bank for a loan of $ 673,700 two years 1.00% 37,913 th 165,000 Under the terms of the PPP, up to the entire amount of principal and accrued interest may be forgiven to the extent loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP. The Company intends to use the entire loan amount for designated qualifying expenses and to apply for forgiveness in accordance with the terms of the PPP. |
SIGNIFICANT CUSTOMERS
SIGNIFICANT CUSTOMERS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | ||
SIGNIFICANT CUSTOMERS | NOTE 9. SIGNIFICANT CUSTOMERS Carriers representing 10% or more of total revenue are presented in the table below: SCHEDULE OF CONCENTRATIONS OF REVENUES For the three months ended For the nine months ended 2021 2020 2021 2020 BlueCross BlueShield 24 % 27 % 25 % 31 % Priority Health 27 % 26 % 30 % 26 % No other single insurance carrier accounted for more than 10% of the Company’s commission revenues. The loss of any significant customer, including Priority Health and BlueCross BlueShield, could have a material adverse effect on the Company. | NOTE 10. SIGNIFICANT CUSTOMERS Carriers representing 10% or more of total revenue are presented in the table below: SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier December 31, 2020 December 31, 2019 BlueCross BlueShield 25.1 % 26.2 % Priority Health 25.5 % 19.7 % No other single insurance carrier accounted for more than 10% of the Company’s commission revenues. The loss of any significant customer, including Priority Health and BCBS, could have a material adverse effect on the Company. |
EQUITY
EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
EQUITY | NOTE 10. EQUITY Preferred Stock The Company has been authorized to issue 750,000,000 0.086 Each share of Series A Convertible Preferred Stock shall have ten (10) votes per share and may be converted into ten (10) shares of $0.086 par value common stock. The holders of the Series A Convertible Preferred Stock shall be entitled to receive, when, if and as declared by the Board, out of funds legally available therefore, cumulative dividends payable in cash. The annual interest rate at which cumulative preferred dividends will accrue on each share of Series A Convertible Preferred Stock is 0%. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution of assets of the Corporation shall be made to or set apart for the holders of the Common Stock and subject and subordinate to the rights of secured creditors of the Company, the holders of Series A Preferred Stock shall receive an amount per share equal to the greater of (i) one dollar ($1.00), adjusted for any recapitalization, stock combinations, stock dividends (whether paid or unpaid) On February 11, 2021, Reliance Global Holdings, LLC, a related party, converted 394,493 3,944,930 As of September 30, 2021 and December 31, 2020, there were 1,167 395,640 Common Stock The Company has been authorized to issue 2,000,000,000 0.086 In February 2021, the Company issued 2,070,000 12,420,000 In February 2021, Reliance Global Holdings, LLC, a related party, converted $ 3,800,000 633,333 6.00 633,333 In May 2021, the Company issued 14,925 As of September 30, 2021 and December 31, 2020, there were 10,944,439 4,241,028 Stock Options During the year ended December 31, 2019, the Company adopted the Reliance Global Group, Inc. 2019 Equity Incentive Plan (the “Plan”) under which options exercisable for shares of common stock have been or may be granted to employees, directors, consultants, and service providers. A total of 700,000 163,913 The Plan is administered by the Board of Directors (the “Board”). The Board is authorized to select from among eligible employees, directors, and service providers, those individuals to whom options are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. The Board is also authorized to prescribe, amend, and rescind terms relating to options granted under the Plan. Generally, the interpretation and construction of any provision of the Plan or any options granted hereunder is within the discretion of the Board. The Plan provides that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees, non-employee directors, consultants, and service providers are eligible to receive options which are not ISOs, i.e. “Non-Statutory Stock Options.” The options granted by the Board in connection with its adoption of the Plan were Non-Statutory Stock Options. The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services provided, whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option. The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plan for the nine months ended September 30, 2021: SUMMARY OF STOCK OPTIONS Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 233,917 $ 15.43 3.63 $ - Granted - - - - Forfeited or expired (70,004 ) 14.57 2.93 - Exercised - - - - Outstanding at September 30, 2021 163,913 $ 15.50 2.86 $ - The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plan for the nine months ended September 30, 2020: Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2019 229,833 $ 15.25 3.87 $ 2,995,640 Granted 27,417 30.49 4.53 - Forfeited or expired (23,333 ) 33.43 4.48 - Exercised - - - - Outstanding at September 30, 2020 233,917 $ 17.14 3.88 $ - The following is a summary of the Company’s non-vested stock options as of December 31, 2020, and changes during the nine months ended September 30, 2021: SUMMARY OF NON-VESTED STOCK OPTIONS Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2020 159,542 $ 13.39 2.53 Granted - - - Vested (47,690 ) 12.43 0.86 Forfeited or expired (56,006 ) 14.57 2.93 Non-vested at September 30, 2021 55,846 $ 15.42 1.03 The following is a summary of the Company’s non-vested stock options as of December 31, 2019, and changes during the nine months ended September 30, 2020: Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2019 212,333 $ 15.25 4.30 Granted 27,417 30.49 4.53 Vested (54,835 ) 14.96 2.74 Forfeited or expired (23,333 ) 33.43 4.48 Non-vested at September 30, 2020 161,582 $ 14.96 2.74 During the nine months ended September 30, 2021, the Board did not approve any options to be issued pursuant to the Plan. During the nine months ended September 30, 2020, the Board approved options to be issued pursuant to the Plan to a certain current employee, during the period, totaling 23,333 5 4 The Company determined that the options granted had a total fair value for the period ending on September 30, 2020, of $ 3,386,204 1,063,777 1,275,050 The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on September 30, 2020. The market value as of September 30, 2020, was $ 12.00 As of September 30, 2021 the Company determined that the options granted had a total fair value of $ 2,541,360 . During the nine months ended September 30, 2021, the Company recognized $ 508,806 of compensation expense relating to the stock options granted to employees, directors, and consultants. As of September 30, 2021, unrecognized compensation expense totaled $ 263,100 . These options have been granted with an exercise price greater than the market value of the common stock on the date of grant and have a contractual term of 5 years. The options vest ratably over a 4-year period through September 2024 and remain subject to forfeiture if vesting conditions are not met. Compensation cost is recognized on a straight-line basis over the vesting period or requisite service period. During the nine months ended September 30, 2021, 70,004 options were forfeited. The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on September 30, 2021. The market value as of September 30, 2021 was $ 2.61 The Company estimated the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-pricing model requires the Company to make predictive assumptions regarding future stock price volatility, recipient exercise behavior, and dividend yield. The Company estimated the future stock price volatility using the historical volatility over the expected term of the option. The expected term of the options was computed by taking the mid-point between the vesting date and expiration date. The following assumptions were used in the Black-Scholes option-pricing model: SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Nine Months Ended Nine Months Ended Exercise price $ 0.16 0.26 $ 0.17 0.39 Expected term 3.25 3.75 3.25 3.75 Risk-free interest rate 0.38 2.43 % 0.38 % Estimated volatility 293.07 517.13 % 300.069 % Expected dividend - - Option price at valuation date $ 0.12 - $ 0.27 $ 0.12 - 0.31 Warrants As a part of the Company’s offering, the Company issued 2,070,000 The warrants were recorded at a value per the offering of $0.01. The warrants may be exercised at any point from the effective date until the 5 6.00 | NOTE 11. EQUITY Preferred Stock The Company has been authorized to issue 750,000,000 0.086 As of December 31, 2020 and 2019, there were 395,640 Each share of Series A Convertible Preferred Stock shall have ten (10) votes per share and may be converted into ten (10) shares of $0.086 par value common stock. The holders of the Series A Convertible Preferred Stock shall be entitled to receive, when, if and as declared by the Board, out of funds legally available therefore, cumulative dividends payable in cash. The annual interest rate at which cumulative preferred dividends will accrue on each share of Series A Convertible Preferred Stock is 0%. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution of assets of the Corporation shall be made to or set apart for the holders of the Common Stock and subject and subordinate to the rights of secured creditors of the Company, the holders of Series A Preferred Stock shall receive an amount per share equal to the greater of (i) one dollar ($1.00), adjusted for any recapitalization, stock combinations, stock dividends (whether paid or unpaid), stock options and the like with respect to such shares, plus any accumulated but unpaid dividends (whether or not earned or declared) on the Series A Convertible Preferred Stock, and (ii) the amount such holder would have received if such holder has converted its shares of Series A Convertible Preferred Stock to common stock, subject to but immediately prior to such liquidation. Common Stock The Company has been authorized to issue 2,000,000,000 0.086 In February 2020, the Company issued 46,667 1,000,000 In August 2020, the Company issued 8,102 In August 2020, the Company issued 17,943 200,000 In September 2020, the Company issued 21,875 In September 2020, the Company issued 31,111 200,000 200,000 100,000 100,000 In January 2019, Reliance Global Holdings, LLC, a related party, converted 63,995 639,995 In February 2019, Reliance Global Holdings, LLC, a related party, converted 3,711 37,112 In May 2019, the Company was to issue 33,201 3,321 33,201 33,201 On July 22, 2019, the Company entered into a purchase agreement with The Referral Depot, LLC (TRD) to purchase a client referral software created exclusively for the insurance industry. The total purchase price of the software is $ 250,000 23,333 50,000 200,000 23,333 In September 2019, Reliance Global Holdings, LLC transferred its ownership in SWMT and FIS to the Company in exchange for 173,122 In September 2019, the Company issued 138,843 In November 2018, 26,903 6,726 15.21 306,981 Stock Options During the year ended December 31, 2019, the Company adopted the Reliance Global Group, Inc. 2019 Equity Incentive Plan (the “Plan”) under which options exercisable for shares of common stock have been or may be granted to employees, directors, consultants, and service providers. A total of 700,000 466,083 The Plan is administered by the Board of Directors (the “Board”). The Board is authorized to select from among eligible employees, directors, and service providers those individuals to whom options are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. The Board is also authorized to prescribe, amend, and rescind terms relating to options granted under the Plan. Generally, the interpretation and construction of any provision of the Plan or any options granted hereunder is within the discretion of the Board. The Plans provide that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees, non-employee directors, consultants, and service providers are eligible to receive options which are not ISOs, i.e. “Non-Statutory Stock Options.” The options granted by the Board in connection with its adoption of the Plan were Non-Statutory Stock Options. The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services provided, whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option. The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plan for the year ended December 31, 2020: SUMMARY OF STOCK OPTIONS Options Weighted Exercise Price Per Share Weighted Aggregate Intrinsic Outstanding at December 31, 2019 229,833 $ 15.43 4.62 2,995,640 Granted 27,417 30.86 4.28 - Forfeited or expired (23,333 ) 33.43 4.23 - Exercised - - - - Outstanding at December 31, 2020 233,917 $ 15.43 3.63 - The following is a summary of the Company’s non-vested stock options as of December 31, 2019, and changes during the year ended December 31, 2020: SUMMARY OF NON-VESTED STOCK OPTIONS Options Weighted Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2019 212,333 $ 15.43 4.30 Granted 27,417 30.86 4.28 Vested (56,875 ) 13.39 2.53 Forfeited or expired (23,333 ) 33.43 4.23 Non-vested at December 31, 2020 159,542 $ 13.39 2.53 During the year ended December 31, 2020, the Board approved options to be issued pursuant to the Plan to a certain current employee totaling 23,333 4,083 5 years 4 23,333 During the year ended December 31, 2019, the Board approved options to be issued pursuant to the Plan to certain current employees totaling 140,000 5 years 3 During the year ended December 31, 2019, the Board approved options to be issued pursuant to the Plan to consultants totaling 46,667 5 years 3 During the year ended December 31, 2019, the Board approved options to be issued pursuant to the Plan to nonemployee directors totaling 8,167 5 years 4 During the year ended December 31, 2019, the Board approved options to be issued pursuant to the Plan to a service provider totaling 35,000 5 years One half of these options, or 17,500 shares, vested immediately upon issuance; the other half of these options vest on the one-year anniversary of the grant date, or March 14, 2020, unless the Company deems the services provided to be unhelpful, in which case the second half of the options shall be void. The service period per the agreement was from February 2019 to February 2020. The Company determined that the options granted had a total fair value of $ 3,386,156 1,304,401 1,034,381 The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on December 31, 2020. The market values as of December 31, 2020 was $ 6.43 As of December 31, 2019 the Company determined that the options granted had a total fair value of $ 3,343,861 465,377 581,999 2,296,485 The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on December 31, 2019. The market values as of December 31, 2019 was $ 28.29 The Company estimated the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-pricing models requires the Company to make predictive assumptions regarding future stock price volatility, recipient exercise behavior, and dividend yield. The Company estimated the future stock price volatility using the historical volatility over the expected term of the option. The expected term of the options was computed by taking the mid-point between the vesting date and expiration date. The following assumptions were used in the Black-Scholes option-pricing model: SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Year Ended December 31, 2020 Year Ended December 31, 2019 Exercise price $ 0.16 0.39 $ 0.17 0.27 Expected term 3.25 3.75 3.25 3.75 Risk-free interest rate 0.26% 2.43 % 1.35% 2.43 % Estimated volatility 293.07% 517.13 % 484.51% 533.64 % Expected dividend - - Option price at valuation date $ 0.12 0.31 $ 0.16 0.27 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
EARNINGS (LOSS) PER SHARE | NOTE 11. EARNINGS (LOSS) PER SHARE Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding. If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS. Accordingly, the outstanding Series A Convertible Preferred Stock is considered anti-dilutive in which 1,167 395,640 10 for 1 basis 163,913 233,928 The calculations of basic and diluted EPS for the three months ended September 30, 2021 and 2020 are as follows: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS September 30, 2021 September 30, 2020 Basic and diluted loss per common share: Net loss $ (595,233 ) $ (1,231,567 ) Basic weighted average shares outstanding 10,944,439 4,162,306 Basic and diluted loss per common share: $ (0.05 ) $ (0.30 ) The calculations of basic and diluted EPS for the nine months ended September 30, 2021 and 2020 are as follows: September 30, 2021 September 30, 2020 Basic and diluted loss per common share: Net loss $ (2,486,045 ) $ (3,349,778 ) Basic weighted average shares outstanding 9,809,092 4,164,489 Basic and diluted loss per common share: $ (0.25 ) $ (0.80 ) | NOTE 12. EARNINGS (LOSS) PER SHARE Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding. If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS. Accordingly, the outstanding Series A Convertible Preferred Stock is considered anti-dilutive in which 395,640 10 for 1 basis 233,917 The calculations of basic and diluted EPS, are as follows: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS December 31, 2020 December 31, 2019 Basic and diluted loss per common share: Net loss $ (3,699,005 ) $ (3,495,481 ) Basic weighted average shares outstanding 4,183,625 2,877,655 Basic and diluted loss per common share: $ (0.88 ) $ (1.21 ) |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
LEASES | NOTE 12. LEASES Operating Leases ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease, initially measured at the present value of the lease payments. The Company’s leases consist of operating leases on buildings and office space. Lease expense for the nine months ended September 30, 2021 and 2020 was $ 220,798 and 175,896 respectively. In accordance with ASU 2016-02, right-of-use assets are amortized over the life of the underlying lease. As of September 30, 2021 and 2020, the Company reflected right of use assets of $ 1,140,609 and $ 433,529 , respectively. As of September 30, 2021 the weighted average remaining lease term for the operating leases is 7.50 5.25 Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Year ending December 31, Operating Lease Obligations 2021 $ 84,378 2022 330,737 2023 256,267 2024 172,690 2025 112,923 Thereafter 381,932 Total undiscounted operating lease payments 1,338,927 Less: Imputed interest (189,715 ) Present value of operating lease liabilities $ 1,149,212 | NOTE 13. LEASES Operating Leases The Company adopted ASU 2016-02, Leases, effective January 1, 2019. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease, initially measured at the present value of the lease payments. As a result, we recorded right-of-use assets aggregating $ 684,083 7.45% ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. As of December 31, 2020, the Company reflected accumulated amortization of right of use assets of $ 437,881 439,801 In accordance with ASU 2016-02, the right-of-use assets are being amortized over the life of the underlying leases. As of December 31, 2020, the weighted average remaining lease term for the operating leases is 2.63 7.45% Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Year ending December 31, Operating Lease Obligations 2021 $ 84,378 2021 $ 203,023 2022 164,660 2023 85,440 2024 33,000 2025 - Thereafter - Total undiscounted operating lease payments 486,123 Less: Imputed interest 46,322 Less: Imputed interest (189,715 ) Present value of operating lease liabilities $ 439,801 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 13. COMMITMENTS AND CONTINGENCIES Legal Contingencies The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, no legal contingencies are accrued as of September 30, 2021 and December 31, 2020. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time have been, subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future. COVID-19 pandemic contingencies The spread of the coronavirus (COVID-19) outbreak in the United States has resulted in economic uncertainties which may negatively impact the Company’s business operations. While the disruption is expected to be temporary, there is uncertainty surrounding the duration and extent of the impact. The impact of the coronavirus outbreak on the financial statements cannot be reasonably estimated at this time. Adverse events such as health-related concerns about working in our offices, the inability to travel and other matters affecting the general work environment could harm our business and our business strategy. While we do not anticipate any material impact to our business operations as a result of the coronavirus, in the event of a major disruption caused by the outbreak of pandemic diseases such as coronavirus, we may lose the services of our employees or experience system interruptions, which could lead to diminishment of our business operations. Any of the foregoing could harm our business and delay the implementation of our business strategy and we cannot anticipate all the ways in which the current global health crisis and financial market conditions could adversely impact our business. Management is actively monitoring the global situation on its financial condition, liquidity, operations, industry and workforce. | NOTE 14. COMMITMENTS AND CONTINGENCIES Legal Contingencies The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, no legal contingencies are accrued as of December 31, 2020 and 2019. 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. |
INCOME TAXES
INCOME TAXES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 14. INCOME TAXES The Company did not have any material uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued related to unrecognized benefits as a component income tax expense (benefit). The Company did not recognize any interest or penalties, nor did it have any interest or penalties accrued as of September 30, 2021 and December 31, 2020. The Company’s income tax provision for interim periods is generally determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising in the quarter. For the three months ended September 30, 2021, however, the Company calculates its income tax expense by applying to any pre-tax loss/income an effective tax rate determined as if the year to date period is the annual period. Using this method, for the three months ended September 30, 2021, its estimated annual effective tax rate from continuing operation was 0 The calculation of the Company’s tax liabilities also involves assessment of uncertainties in the application of complex tax laws and regulations in the applicable jurisdictions, and a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of technical merits. The Company’s policy is to record interest and penalties accrued related to unrecognized benefits as a component of income tax expense (benefit). The Company did not have any material uncertain tax positions, and there were no amounts for penalties or interest recorded as of September 30, 2021. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its positions. On March 11, 2021, The American Rescue Plan Act of 2021 (“ARPA Act”) was signed into law. We evaluated the applicable provisions of the ARPA Act and determined that there is no material impact expected to our financial results. We will continue to monitor future guidance issued regarding the ARPA Act to determine any future impacts to our financial results. | NOTE 15. INCOME TAXES The difference between the actual income tax rate versus the tax computed at the Federal Statutory rate follows: SCHEDULE OF INCOME TAX RATE December 31, 2020 December 31, 2019 Federal rate 21.0 % 21.0 % State net of federal 2.5 % 3.0 % PPP loan forgiveness 2.9 % Non-deductible acquired intangible assets 15 % (18.0 )% Valuation allowance (41.4 )% (6.0 )% Effective income tax rate 0 % 0 % The Company did not have any material uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued related to unrecognized benefits as a component income tax expense (benefit). The Company did not recognize any interest or penalties, nor did it have any interest or penalties accrued as of December 31, 2020 and 2019. Deferred income tax assets and (liabilities) consist of the following: SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES December 31, 2020 December 31, 2019 Deferred tax assets (liabilities) Net operating loss carryforward $ 1,415,227 $ 1,013,793 Stock based compensation 540,086 - Goodwill (52,783 ) 81,790 Intangibles 225,434 (536,411 ) Fixed assets (37,976 ) 3 Right of use assets (99,560 ) - Lease liabilities 101,000 - Other 753 - Total deferred tax assets 2,092,181 559,175 Valuation allowance (2,092,181 ) (559,175 ) Net deferred tax assets $ - $ - The Company has approximately $ 6,580,000 Federal Net Operating Loss Carry forwards, of which $1.3 million will begin to expire beginning 2031 $4.8 million will not expire but are limited to use of 80% of current year taxable income. The Company has approximately $ 1,907,000 Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but we have not analyzed it at this time as the deferred tax asset is fully reserved. On March 27, 2020, the US government signed the Coronavirus Aid, Relief and Economic Security (CARES) Act into law, a $2 trillion relief package to provide support to individuals, businesses and government organizations during the COVID-19 pandemic. 508,700 During the year ended December 31, 2020 and 2019, the valuation allowance increased $ 1,533,006 205,228 The tax periods ending December 31, 2017, 2018 & 2019 are open for examination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 15. RELATED PARTY TRANSACTIONS The Company has entered into a Loan Agreement with Reliance Global Holdings, LLC, a related party under common control. There is no term to the loan, and it bears no interest. Repayment will be made as the Company has business cash flows. The proceeds from the various loans were utilized to fund the USBA Acquisition, the EBS Acquisition, CCS Acquisition, SWMT Acquisition, FIS Acquisition, ABC Acquisition, and UIS Agency LLC. As of September 30, 2021 and December 31, 2020 the related party loan payable was $ 364,552 4,666,520 At September 30, 2021 and December 31, 2020, Reliance Holdings owned approximately 46.42 25.58 | NOTE 16. RELATED PARTY TRANSACTIONS The Company has entered into a Loan Agreement with Reliance Global Holdings, LLC, a related party under common control. There is no term to the loan, and it bears no interest. Repayment will be made as the Company has business cash flows. The proceeds from the various loans were utilized to fund the USBA Acquisition, the EBS Acquisition, CCS Acquisition, SWMT Acquisition, FIS Acquisition, ABC Acquisition, and UIS Agency LLC. As of December 31, 2020, and the 2019 the related party loan payable was $ 4,666,520 3,462,630 Reliance Holdings provided $ 300,981 83,162 Reliance Holdings provided $ 160,523 44,353 Reliance Holdings provided $ 242,484 113,247 120,000 8,889 Reliance Global Holdings, LLC provided $ 335,169 122,660 Reliance Global Holdings, LLC provided $ 779,099 63,663 Reliance Global Holdings, LLC provided $ 1,378,961 Reliance Global Holdings, LLC provided $ 50,000 In October 2019, the Company began sharing leased office space with Reliance Global Holdings, LLC. Reliance Global Holdings, LLC leases the office space from an unrelated third party and is the only lessee listed per the lease agreement. Both Reliance Global Holdings, LLC and the Company each pay 50% 16,153 At December 31, 2020 and 2019, Reliance Holdings owned approximately 26% 32% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 16. SUBSEQUENT EVENTS The Company has evaluated subsequent events and transactions from September 30, 2021 through the date its most recent Form 10-Q was filed with the SEC for potential recognition or disclosure as required by GAAP and determined that there were none. | NOTE 17. SUBSEQUENT EVENTS On January 21, 2021 pursuant to authority granted by the Board of Directors of the Company, the Company implemented a 1-for-85.71 reverse split The Company filed a Form 424(b)(4) on February 8, 2021 to offer 1,800,000 6.00 10,800,000 On February 11, 2021 the Company’s Chief Executive Officer, Ezra Beyman converted 394,493 preferred stock to common stock conversion ratio is 1:10 3,944,930 On February 11, 2021 the Company’s Chief Executive Officer, Ezra Beyman converted approximately $ 3.8 6 633,333 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounting of Reliance Global Group, Inc., and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s annual report on Form 10-K. | Basis of Presentation and Principles of Consolidation The accompanying consolidated and combined financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounting of Reliance Global Group, Inc., and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation and combination. |
Liquidity | Liquidity As of September 30, 2021, the Company’s reported cash and restricted cash aggregated balance was approximately $ 6,139,000 , current assets were approximately $ 7,333,000 , while current liabilities were approximately $ 2,059,000 . As of September 30, 2021, the Company had working capital of approximately $ 5,274,000 and stockholders’ equity of $ 12,765,000 . For the nine-month period ended September 30, 2021, the Company reported a net loss of approximately $ 2,486,000 and negative cash flows from operations of $ 1,304,000 . The Company also completed an offering in February that raised net proceeds of approximately $ 10,496,000 . Management believes the company’s financial position to be reasonable and sufficient, providing ample liquidity for the foreseeable future. | Liquidity As of December 31, 2020, the Company’s reported cash balance was approximately $ 530,000 810,000 6,884,000 4,523,000 6,074,000 114,387 3,699,000 468,465 Management believes it has plans that will alleviate any liquidity issues over next twelve months. Management’s cash flow forecast for 2021 and beyond indicate that its business should generate positive cash flows from their operations. During 2020, the Company acquired one new entity. As the acquisition took place in August of 2020 the Company did not receive the benefit of revenue from this entity for a substantial portion of the year. Going forward the Company will recognize revenue from this entity for the full year which will increase cash flows. In addition, the Company incurred several one-time expenses, related to professional and legal fees for the acquisition that closed in 2020, which contributed to the Company’s net loss. Reliance Holdings has also agreed to support the Company if required and management believes that the related party holding the loan to related party discussed above will forebear on any amounts due should the company be unable to fulfill its payment obligations under the loan agreement. Management has raised capital through offerings of the Company’s equity securities on the NASDAQ listing, see Note 17 – Subsequent events |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases it estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases it estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Cash | Cash Cash consists of checking accounts. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | Cash Cash consists of checking accounts. The Company considers all highly liquid investments with an original maturity of three |
Restricted Cash | Restricted Cash Restricted cash includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions. The reconciliation of cash and restricted cash reported within the applicable balance sheet accounts that sum to the total of cash and restricted cash presented in the statement of cash flows is as follows: SCHEDULE OF CASH AND RESTRICTED CASH September 30, 2021 September 30, 2020 Cash $ 5,655,103 $ 13,282 Restricted cash 484,371 488,289 Total cash and restricted cash $ 6,139,474 $ 501,571 | Restricted Cash Restricted cash includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions. The reconciliation of cash and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the statement of cash flows is as follows: SCHEDULE OF CASH AND RESTRICTED CASH December 31, 2020 December 31, 2019 Cash $ 45,213 $ 6,703 Restricted cash 484,368 484,882 Total cash and restricted cash $ 529,581 $ 491,585 |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recognized over an asset’s estimated useful life using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Certain capitalized software has been reclassified in the condensed consolidated balance sheet from property and equipment, net to intangibles, net and comparative periods have been adjusted accordingly. Maintenance and repairs are charged to expense as incurred. Estimated useful lives of the Company’s Property and Equipment are as follows: SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT Useful Life (in years) Computer equipment 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term | Property and Equipment Property and equipment are stated at cost. Depreciation, including for assets acquired under capital leases or finance leases, are recorded over the shorter of the estimated useful life or the lease term of the applicable assets using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Maintenance and repairs are charged to expense as incurred. The estimated useful life of the Companies Property and Equipment is as follows: SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT Useful Life (in years) Computer equipment and software 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term Software 3 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. The Company’s balance sheet includes certain financial instruments, including cash, notes receivables, accounts payable, notes payables and short and long-term debt. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying amounts of long-term debt approximate their fair value as the variable interest rates are based on a market index. | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows: Level 1 — Unadjusted quoted prices for identical assets or liabilities in active markets; 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. The Company’s balance sheet includes certain financial instruments, including cash, notes receivables, accounts payable, notes payables and short and long-term debt. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying amounts of long-term debt approximate their fair value as the variable interest rates are based on the market index. |
Deferred Financing Costs | Deferred Financing Costs The Company has recorded deferred financing costs as a result of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term of the related debt. As of September 30, 2021, and December 31, 2020, unamortized deferred financing costs were $ 139,204 , and $ 186,312 , respectively and are netted against the related debt. | Deferred Financing Costs The Company has recorded deferred financing costs as a result of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term of the related debt. As of December 31, 2020, and 2019, unamortized deferred financing costs were $ 186,312 213,733 |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, the assets acquired, the liabilities assumed, and the consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings. | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, the assets acquired, and the liabilities assumed, and the consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. |
Identifiable Intangible Assets, net | Identifiable Intangible Assets, net Finite-lived intangible assets such as customer relationships assets, trademarks and tradenames are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from 3 20 | Identifiable Intangible Assets, net Finite-lived intangible assets such as customer relationships assets, trademarks and tradenames are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from 3 20 593,790 |
Goodwill and other indefinite-lived intangibles | Goodwill and other indefinite-lived intangibles The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is assigned to a reporting unit on the acquisition date and tested for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. Similarly, indefinite-lived intangible assets (if any) other than goodwill, are tested annually or more frequently if indicated, for impairment. If impaired, intangible assets are written down to fair value based on the expected discounted cash flows. | Goodwill and other indefinite-lived intangibles The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is assigned to a reporting unit on the acquisition date and tested for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. Similarly, indefinite-lived intangible assets other than goodwill, such as trade names, are tested annually or more frequently if indicated, for impairment. If impaired, intangible assets are written down to fair value based on the expected discounted cash flows. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers The Company’s revenue is primarily comprised of agency commissions earned from health insurance carriers (the “Customer” or “Carrier”) related to insurance plans produced through brokering, producing and servicing agreements between insurance carriers and members. The Company defines a “Member” as an individual, family or entity currently covered or seeking insurance coverage. The Company focuses primarily on agency services for insurance products in the “Healthcare” and property and casualty, which includes auto (collectively “P&C”) space, with nominal activity in the life insurance and bond sectors. Healthcare includes plans for individuals and families, Medicare supplements, ancillary and small businesses. Consideration for all agency services typically is based on commissions calculated by applying contractual commission rates to policy premiums. For P&C, commission rates are applied to premiums due, whereas for healthcare, commission rates, including override commissions, are applied to monthly premiums received by the Carrier. The Company has two forms of billing practices, “Direct Bill” and “Agency Bill”. With Direct Bill, Carriers bill and collect policy premium payments directly from Members without any involvement from the Company. Commissions are paid to the Company by the Carrier in the following month. With Agency Bill, The Company bills Members premiums due and remits them to Carriers net of commission earned. The following outlines the core principles of ASC 606: Identification of the contract, or contracts, with a customer Identification of the performance obligations in the contract Determination of the transaction price Allocation of the transaction price to the performance obligations in the contract Recognition of revenue when, or as, the Company satisfies a performance obligation Healthcare revenue recognition: The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Carriers, to perform agency services that culminate in monthly premium cash collections by the Carrier. The performance obligation is satisfied through a combination of agency services including, marketing carrier’s insurance plans, soliciting Member applications, binding, executing and servicing insurance policies on a continuous basis throughout a policy’s life cycle which includes and culminates with the Customer’s collection of monthly premiums. No commission is earned if cash is not received by Carrier. Thus, commission revenue is earned only after a month’s cash receipts from Members’ dues is received by the Customer. Each month’s Carrier cash collections is considered a separate unit sold and transferred to the Customer i.e., the satisfaction of that month’s performance obligation. Transaction price is typically stated in a contract and usually based on a commission rate applied to Member premiums paid and received by Carrier. The Company generally continues to receive commission payments from Carriers until a Member’s plan is cancelled or the Company terminates its agency agreement with the Carrier. Upon termination, the Company normally will no longer receive any commissions form Carriers even on business still in place. In some instances, trailing commissions could occur which would be recognized similar to other Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary. Healthcare typically utilizes the Direct Bill method. The Company recognizes revenue at a point in time, when it satisfies its monthly performance obligation and control of the service transfers to the Customer. Transfer occurs when Member insurance premium cash payments are received by the Customer. The Customer’s receipt of cash is the culmination and complete satisfaction of the Company’s performance obligation, and the earnings process is complete. With Direct Bill, since the amount of monthly Customer cash receipts is unknown to the Company until the following month when notice is provided by Customer to Company, the Company accrues revenue at each period end. Any estimated revenue accrued and recognized at a period-end is trued up for financial reporting per actual revenue earned as provided by the Customer during the following month. P&C revenue recognition The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Customers, to perform agency services to solicit, receive proposals and bind insurance policies culminating with policy placement. Commission revenue is earned at the time of policy placement. Transaction price is typically stated in a contract and usually based on commission rates applied to Member premiums due. With one performance obligation, allocation of transaction price is normally not necessary. P&C utilizes both the Agency Bill and Direct Bill methods, depending on the Carrier. The Company recognizes revenue at a point in time when it satisfies its performance obligation and control of the service transfers to the Customer. Transfer occurs when the policy placement process is complete. With both Direct Bill and Agency Bill, the Company accrues commission revenue in the period policies are placed. With Agency Bill, payment is typically received from Members in the month earned, however with Direct Bill, payment is typically received from Carriers in the month subsequent to the commissions being earned. Other revenue policies: Insurance commissions earned from Carriers for life insurance products are recorded gross of amounts due to agents, with a corresponding commission expense for downstream agent commissions being recorded as commission expense within the condensed consolidated statements of operations. When applicable, commission revenue is recognized net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage. The Company could earn additional revenue from contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue or profit targets established periodically by the Carriers (collectively, “Contingent Commissions”). Contingent Commissions are earned when the Company achieves targets established by Carriers. The Carriers notify the Company when it has achieved the target. The Company recognizes revenue for any Contingent Commissions at the time it is reasonably assured that a significant revenue reversal is not probable, which is generally when a Carrier notifies the Company that it is on track or has earned a Contingent Commission. The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS 226,233 - 226,233 USBA 18,241 - 18,241 CCS/UIS - 120,762 120,762 Montana 343,546 - 343,546 Fortman 357,638 194,218 551,856 Altruis 807,775 - 807,775 Kush 513,223 - 513,223 2,266,656 314,980 2,581,636 Nine Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS 642,428 - 642,428 USBA 45,861 - 45,861 CCS/UIS - 274,928 274,928 Montana 1,283,402 - 1,283,402 Fortman 884,073 628,327 1,512,400 Altruis 2,558,653 - 2,558,653 Kush 778,541 - 778,541 6,192,958 903,255 7,096,213 Three Months ended September 30, 2020 Medical/Life Property and Casualty Total Regular EBS 188,670 - 188,670 USBA 11,757 - 11,757 CCS/UIS - 81,344 81,344 Montana 318,688 - 318,688 Fortman 258,488 212,454 470,942 Altruis 608,641 - 608,641 1,386,244 293,798 1,680,042 Nine Months ended September 30, 2020 Medical/Life Property and Casualty Total Regular EBS 567,054 - 567,054 USBA 206,698 - 206,698 CCS/UIS - 227,044 227,044 Montana 1,148,538 - 1,148,538 Fortman 880,848 578,229 1,459,077 Altruis 1,717,964 - 1,717,964 4,521,102 805,273 5,326,375 | Revenue Recognition In May 2014, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. In April 2016, the FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing. ASU 2016-10 provides guidance in identifying performance obligations and determining the appropriate accounting for licensing arrangements. The effective date and transition requirements for this ASU are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by ASU 2014-09). This ASU, which the Company adopted using the prospective method effective January 1, 2019. The adoption did not have a material effect on the Company’s consolidated financial statements. The Company’s revenue is primarily comprised of commission paid by health insurance carriers related to insurance plans that have been purchased by a member who used the Company’s service. The Company defines a member as an individual currently covered by an insurance plan, including individual and family, Medicare-related, small business and ancillary plans, for which the Company are entitled to receive compensation from an insurance carrier. The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, we recognize revenue for our services in accordance with the following five steps outlined in ASC 606: Identification of the contract, or contracts, with a customer Identification of the performance obligations in the contract Determination of the transaction price Allocation of the transaction price to the performance obligations in the contract Recognition of revenue when, or as, the Company satisfies a performance obligation For individual and family, Medicare supplement, small business and ancillary plans, the Company’s compensation is generally a percentage of the premium amount collected by the carrier during the period that a member maintains coverage under a plan (commissions) and, to a lesser extent, override commissions that health insurance carriers pays the Company for achieving certain objectives. Premium-based commissions are reported to the Company after the premiums are collected by the carrier, generally monthly. The Company generally continues to receive the commission payment from the relevant insurance carrier until the health insurance plan is cancelled or the Company otherwise does not remain the agent on the policy. The Company recognizes commission revenue for individual and family, Medicare Supplement, small business and ancillary plans when premiums are effective. The Company determines that there is persuasive evidence of an arrangement when the Company has a commission agreement with a health insurance carrier, a carrier reports to the Company that it has approved an application submitted through the Company’s platform, and the applicant starts making payments on the plan. The Company’s services are complete when a carrier has approved an application. The seller’s price is fixed or determinable and collectability is reasonably assured when commission amounts have been reported to the Company by a carrier. Commission revenue from insurance distribution and brokerage operations is recognized when all placement services have been provided, protection is afforded under the insurance policy, and the premium is known or can be reasonably estimated and is billable. In general, two types of billing practices occur as part of our agency contracts, which is direct bill and agency bill. In direct bill scenarios, the insurance carriers that underwrite the insurance policies directly bill and collect the premium for the policy without any involvement from the Company. Upon collection, a commission is then remitted from the insurance carrier to the Company. These commissions have not met the criteria for revenue recognition until the Company receives the commissions, as the Company does not have insight into policy acceptance and premium collections until the commission is received from the insurance carrier, representing that the insurance policy has been bound and therefore commissions have been earned by the Company. The second billing practice where the Company bills the policy holder and collects the premiums (“Agency Bill”) provides greater transparency by the Company into the acceptance of the policy and premium collection. As part of the Agency Bill process, the Company can, at times, net its commissions out of the premiums to be sent to the insurance carriers. For Agency Bill customers, the revenue recognition criteria are considered met when the Agency receives the premiums from the policy holder, with an allowance established against the revenue for policies that may not be bound by the insurance companies. All commission revenue is recorded net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage. Insurance commissions earned from carriers for life insurance products are recorded gross of amounts due to agents, with a corresponding commission expense for downstream agent commissions being recorded as commission expense within the statements of operations. The Company earns additional revenue including contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue or profit targets established periodically by the carriers (collectively the Contingent Commissions). The Contingent Commissions are earned when the Company achieves the targets established by the insurance carries. The insurance carriers notify the company when it has achieved the target. The Company recognizes revenue for any additional commissions at the time it is reasonably assured it will receive payment for these commissions, which is generally when the insurance carrier notifies the Company that it has earned the commission typically early in the following fiscal year. The following table disaggregates the Company’s revenue by line of business, showing regular commissions earned contingent commissions bonus, profit sharing SCHEDULE OF DISAGGREGATION REVENUE Year ended December 31, 2020 Medical/Life Property and Casualty Total Regular $ 6,009,558 $ 1,064804 $ 7,074,362 Contingent commission - 205,168 $ 205,168 Total year ended December 31, 2020 $ 6,009,558 $ 1,064,804 $ 7,279,530 Year ended December 31, 2019 Medical/Life Property and Casualty Total Regular $ 3,583,992 $ 866,793 $ 4,450,785 Contingent commission - - - Total year ended December 31, 2019 $ 3,582,182 $ 866,793 $ 4,450,785 |
General and Administrative | General and Administrative General and administrative expenses primarily consist of personnel costs for the Company’s administrative functions, professional service fees, office rent, all employee travel expenses, and other general costs. | General and Administrative General and administrative expenses primarily consist of personnel costs for the Company’s administrative functions, professional service fees, office rent, all employee travel expenses, and other general costs. |
Marketing and Advertising | Marketing and Advertising The Company’s direct channel expenses primarily consist of costs for e-mail marketing and newspaper advertisements. The Company’s online advertising channel expense primarily consist of social media ads. Advertising costs for both direct and online channels are expensed as incurred. | Marketing and Advertising The Company’s direct channel expenses primarily consist of costs for e-mail marketing and newspaper advertisements. The Company’s online advertising channel expense primarily consist of social media ads. Advertising costs for both direct and online channels are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, based on the terms of the awards. The fair value of the stock-based payments to nonemployees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. As the Reliance Global Group, Inc. Equity Incentive Plan 2019 was adopted in January of 2019, the Company lacks the historical basis to estimate forfeitures and will recognize forfeitures as they occur. | Stock-Based Compensation In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. This ASU, which the Company adopted as of January 1, 2019, did not have a material effect on the Company’s consolidated financial statements. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, based on the terms of the awards. The fair value of the stock-based payments to nonemployees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. As the Reliance Global Group, Inc. Equity Incentive Plan 2019 was adopted in January of 2019, the Company lacks the historical basis to estimate forfeitures and will recognize forfeitures as they occur. |
Leases | Leases The Company recognizes leases in accordance with Accounting Standards Codification Topic 842, “Leases” (“ASC 842” or “ASU 2016-12”). This standard provides enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases are recognized as a single lease expense, generally on a straight-line basis. The Company is the lessee in a contract when the Company obtains the right to use an asset. We currently lease real estate and office space under non-cancelable operating lease agreements. When applicable, consideration in a contract is allocated between lease and non-lease components. Lease payments are discounted using the implicit discount rate in the lease. If the implicit discount rate for the lease cannot be readily determined, the Company uses an estimate of its incremental borrowing rate. The Company did not have any contracts accounted for as finance leases as of September 30, 2021, or 2020. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the condensed consolidated statement of operations. The Company determines a lease’s term by agreement with lessor and includes lease extension options and variable lease payments when option and/or variable payments are reasonably certain of being exercised or paid. | Leases On January 1, 2019, the Company adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to previous accounting guidance. The Company adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. The Company determines the lease term by agreement with lessor. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. In evaluating its ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including the expected reversals of taxable temporary differences, projected future taxable income, taxable income available via carryback to prior years, tax planning strategies, and results of recent operations. The Company assesses the realizability of its deferred tax assets, including scheduling the reversal of its deferred tax assets and liabilities, to determine the amount of valuation allowance needed. Scheduling the reversal of deferred tax asset and liability balances requires judgment and estimation. The Company believes the deferred tax liabilities relied upon as future taxable income in its assessment will reverse in the same period and jurisdiction and are of the same character as the temporary differences giving rise to the deferred tax assets that will be realized. | Income Taxes The Company recognizes deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. In evaluating its ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including the expected reversals of taxable temporary differences, projected future taxable income, taxable income available via carryback to prior years, tax planning strategies, and results of recent operations. The Company assesses the realizability of its deferred tax assets, including scheduling the reversal of its deferred tax assets and liabilities, to determine the amount of valuation allowance needed. Scheduling the reversal of deferred tax asset and liability balances requires judgment and estimation. The Company believes the deferred tax liabilities relied upon as future taxable income in its assessment will reverse in the same period and jurisdiction and are of the same character as the temporary differences giving rise to the deferred tax assets that will be realized. |
Seasonality | Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in the fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage. The majority of the Company’s individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. Prior Period Adjustments During the June 30, 2021 quarterly financial reporting close process, the Company identified certain immaterial adjustments impacting prior reporting periods. Specifically, the Company identified adjustments to correct goodwill and retained earnings in relation to historical purchase price allocation accounting, and adjustments to true up accounts receivable and retained earnings for certain historical accrued revenues. The Company has also separately reclassified its purchase software from property, plant and equipment to intangible assets. The Company assessed the materiality of the adjustments to prior period financial statements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. (SAB) 99, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements Accounting Changes and Error Corrections Accordingly, the Company’s comparative condensed consolidated financial statements and impacted notes have been revised from amounts previously reported to reflect these adjustments. The following table illustrates the impact on previously reported amounts and adjusted balances presented in the condensed consolidated financial statements for the period ended September 30, 2021. SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION Account 12/31/2020 As reported Adjustment 12/31/20 Accounts Receivable 236,651 625,946 862,597 Goodwill 9,265,070 (503,345 ) 8,761,725 Accumulated Deficit (12,482,281 ) 122,601 (12,359,680 ) Commission income 7,279,530 17,616 7,297,146 Total Assets 17,922,086 122,601 18,044,687 Total Revenue 7,279,530 17,616 7,297,146 Net Loss (3,699,005 ) 17,616 (3,681,389 ) EPS (0.88 ) 0.00 (0.88 ) Account 3/31/2021 Adjustment 3/31/2021 Accumulated Deficit (13,123,609 ) 150,003 (12,973,606 ) Commission income 2,296,328 27,402 2,323,730 Total Revenue 2,296,328 27,402 2,323,730 Net Loss (641,328 ) 27,402 (613,926 ) EPS (0.09 ) (0.01 ) (0.08 ) | Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in the fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage. The majority of the Company’s individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments—Credit Losses. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019. On November 15, 2019, the FASB delayed the effective date of FASB ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition. The Company does not currently believe the adoption of this standard will have a significant impact on its financial statements, given its history of minimal bad debt expense relating to trade accounts receivable. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions to the general principles in Topic 740 and simplifies other areas of the existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted this pronouncement January 1, 2021 which did not have a material effect on the consolidated financial statements. | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments—Credit Losses. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019. On November 15, 2019, the FASB delayed the effective date of FASB ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition. The Company does not currently believe the adoption of this standard will have a significant impact on its financial statements, given its history of minimal bad debt expense relating to trade accounts receivable. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions to the general principles in Topic 740 and simplifies other areas of the existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2019-12 on its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF CASH AND RESTRICTED CASH | The reconciliation of cash and restricted cash reported within the applicable balance sheet accounts that sum to the total of cash and restricted cash presented in the statement of cash flows is as follows: SCHEDULE OF CASH AND RESTRICTED CASH September 30, 2021 September 30, 2020 Cash $ 5,655,103 $ 13,282 Restricted cash 484,371 488,289 Total cash and restricted cash $ 6,139,474 $ 501,571 | The reconciliation of cash and restricted cash reported within the applicable balance sheet that sum to the total of the same such amounts shown in the statement of cash flows is as follows: SCHEDULE OF CASH AND RESTRICTED CASH December 31, 2020 December 31, 2019 Cash $ 45,213 $ 6,703 Restricted cash 484,368 484,882 Total cash and restricted cash $ 529,581 $ 491,585 |
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT Useful Life (in years) Computer equipment 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term | The estimated useful life of the Companies Property and Equipment is as follows: SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT Useful Life (in years) Computer equipment and software 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term Software 3 |
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 September 30, 2021 Medical/Life Property and Casualty Total Regular EBS 226,233 - 226,233 USBA 18,241 - 18,241 CCS/UIS - 120,762 120,762 Montana 343,546 - 343,546 Fortman 357,638 194,218 551,856 Altruis 807,775 - 807,775 Kush 513,223 - 513,223 2,266,656 314,980 2,581,636 Nine Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS 642,428 - 642,428 USBA 45,861 - 45,861 CCS/UIS - 274,928 274,928 Montana 1,283,402 - 1,283,402 Fortman 884,073 628,327 1,512,400 Altruis 2,558,653 - 2,558,653 Kush 778,541 - 778,541 6,192,958 903,255 7,096,213 Three Months ended September 30, 2020 Medical/Life Property and Casualty Total Regular EBS 188,670 - 188,670 USBA 11,757 - 11,757 CCS/UIS - 81,344 81,344 Montana 318,688 - 318,688 Fortman 258,488 212,454 470,942 Altruis 608,641 - 608,641 1,386,244 293,798 1,680,042 Nine Months ended September 30, 2020 Medical/Life Property and Casualty Total Regular EBS 567,054 - 567,054 USBA 206,698 - 206,698 CCS/UIS - 227,044 227,044 Montana 1,148,538 - 1,148,538 Fortman 880,848 578,229 1,459,077 Altruis 1,717,964 - 1,717,964 4,521,102 805,273 5,326,375 | The following table disaggregates the Company’s revenue by line of business, showing regular commissions earned contingent commissions bonus, profit sharing SCHEDULE OF DISAGGREGATION REVENUE Year ended December 31, 2020 Medical/Life Property and Casualty Total Regular $ 6,009,558 $ 1,064804 $ 7,074,362 Contingent commission - 205,168 $ 205,168 Total year ended December 31, 2020 $ 6,009,558 $ 1,064,804 $ 7,279,530 Year ended December 31, 2019 Medical/Life Property and Casualty Total Regular $ 3,583,992 $ 866,793 $ 4,450,785 Contingent commission - - - Total year ended December 31, 2019 $ 3,582,182 $ 866,793 $ 4,450,785 |
SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION | SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION Account 12/31/2020 As reported Adjustment 12/31/20 Accounts Receivable 236,651 625,946 862,597 Goodwill 9,265,070 (503,345 ) 8,761,725 Accumulated Deficit (12,482,281 ) 122,601 (12,359,680 ) Commission income 7,279,530 17,616 7,297,146 Total Assets 17,922,086 122,601 18,044,687 Total Revenue 7,279,530 17,616 7,297,146 Net Loss (3,699,005 ) 17,616 (3,681,389 ) EPS (0.88 ) 0.00 (0.88 ) Account 3/31/2021 Adjustment 3/31/2021 Accumulated Deficit (13,123,609 ) 150,003 (12,973,606 ) Commission income 2,296,328 27,402 2,323,730 Total Revenue 2,296,328 27,402 2,323,730 Net Loss (641,328 ) 27,402 (613,926 ) EPS (0.09 ) (0.01 ) (0.08 ) |
STRATEGIC INVESTMENTS AND BUS_2
STRATEGIC INVESTMENTS AND BUSINESS COMBINATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
SUMMARY OF BUSINESS ACQUIRED AND REVENUE RECOGNIZED | The following table lists our activity in 2021 by number of agents, approximate policies issued and revenue written: SUMMARY OF BUSINESS ACQUIRED AND REVENUE RECOGNIZED Agency Name Number of Agents Number of Policies issued Aggregate Revenue Recognized September 30, 2021 USBA and EBS 4 2,848 $ 688,289 UIS Agency, LLC / Commercial Solutions 2 103 $ 274,928 Southwestern Montana 14 6,521 $ 1,283,402 Fortman Insurance 14 2,175 $ 1,512,400 Altruis 13 9,122 $ 2,558,653 Kush 4 850 $ 778,541 The following table lists our activity in 2020 by number of agents, approximate policies issued and revenue written: Agency Name Number of Agents Number of Policies issued Aggregate USBA and EBS 7 2,563 $ 773,752 Commercial Solutions 2 159 $ 227,044 Southwestern Montana 14 5,850 $ 1,148,538 Fortman Insurance 14 2,064 $ 1,459,077 Altruis 13 5,851 $ 1,717,964 | SUMMARY OF BUSINESS ACQUIRED AND REVENUE RECOGNIZED Agency Name Number of Agents Number of Policies issued Aggregate Revenue Recognized December 31, 2020 USBA and EBS 5 4,930 $ 1,001,067 UIS Agency, LLC / Commercial Solutions 3 217 $ 270,804 Southwestern Montana 14 2,000 $ 1,493,431 Fortman Insurance 15 8,000 $ 2,134,177 Altruis 15 7,809 $ 2,380,051 Agency Name Number of Agents Number of Policies issued Aggregate Revenue Recognized December 31, 2019 USBA and EBS 15 9,767 $ 1,161,036 Commercial Solutions 2 322 $ 378,956 Southwestern Montana 13 370 $ 1,106,432 Fortman Insurance 15 7,826 $ 1,186,950 Altruis 16 8,500 $ 617,411 |
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The allocation of the purchase price in connection with the UIS Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Cash $ 5,772 Trade name and trademarks 35,600 5 Customer relationships 100,000 10 Non-competition agreements 25,500 5 Goodwill 716,462 Indefinite $ 883,334 | |
US Benefits Alliance, LLC [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Trade name and trademarks $ 6,520 3 Customer relationships 116,100 9 Non-competition agreements 48,540 5 Goodwill 578,840 Indefinite $ 750,000 | |
Employee Benefits, Solutions, LLC [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The allocation of the purchase price in connection with the EBS Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Trade name and trademarks $ 33,140 20 Customer relationships 47,630 9 Non-competition agreements 42,320 5 Goodwill 274,956 Indefinite Fixed assets 1,954 5 7 $ 400,000 | |
Commercial Coverage Solutions LLC [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The allocation of the purchase price in connection with the CCS Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Cash $ 13,500 N/A Fixed Assets 1,638 5 7 Customer relationships 284,560 11 Non-competition agreements 40,050 5 Trade name and trademarks 8,500 2 Goodwill 851,752 Indefinite $ 1,200,000 | |
Southwestern Montana Financial Center, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The allocation of the purchase price in connection with the SWMT Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Customer relationships $ 561,000 10 Non-competition agreements 599,200 5 Goodwill 1,217,790 Indefinite Fixed assets 41,098 5 7 Loan Payable ( 24,579 ) $ 2,394,509 | |
Fortman Insurance Services, LLC [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The allocation of the purchase price in connection with the FIS Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Trade name and trademarks $ 289,400 5 Customer relationships 1,824,000 10 Non-competition agreements 752,800 5 Goodwill 1,269,731 Indefinite Fixed assets 19,924 5 7 Prepaid rent 550 $ 4,156,405 | |
Altruis Benefits Consulting, LLC [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The allocation of the purchase price in connection with the ABC Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Cash $ 1,850,037 Trade name and trademarks 714,600 5 Customer relationships 753,000 10 Non-competition agreements 1,168,600 5 Goodwill 4,949,329 Indefinite Fixed assets 85 5 Payable to seller ( 1,747,483 ) $ 7,688,168 | |
U I S Agency Inc [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The allocation of the purchase price in connection with the UIS Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Cash $ 5,772 Trade name and trademarks 35,600 5 Customer relationships 100,000 10 Non-competition agreements 25,500 5 Goodwill 716,462 Indefinite $ 883,334 | |
J.P. Kush and Associates, Inc [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The allocation of the purchase price in connection with the Kush Acquisition was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Trade name and trademarks $ 474,300 5 Customer relationships 693,000 10 Non-competition agreements 144,000 5 Cash 291,414 Goodwill 988,767 Indefinite $ 2,591,481 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 Computer equipment $ 58,441 $ 33,774 Office equipment and furniture 36,158 36,573 Leasehold Improvements 56,631 56,631 Property and equipment, gross 151,230 126,978 Less: Accumulated depreciation and amortization (60,805 ) (47,815 ) Property and equipment, net $ 90,425 $ 79,163 | Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Useful Lives December 31, 2020 December 31, 2019 Computer equipment and software 5 $ 33,774 $ 33,774 Office equipment and furniture 7 36,573 36,573 Leasehold Improvements Shorter of the useful life or the lease term 56,631 56,631 Software 3 562,327 562,327 Property and equipment, gross 689,305 689,305 Less: Accumulated depreciation and amortization (313,358 ) (97,054 ) Property and equipment, net $ 375,947 $ 592,251 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF IMPAIRMENT OF GOODWILL | SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2019 $ 8,045,263 Goodwill recognized in connection with acquisition on August 17, 2020 716,462 December 31, 2020 8,761,725 Goodwill recognized in connection with Kush acquisition on May 1, 2021 $ 988,767 September 30, 2021 $ 9,750,492 | After accounting for the goodwill impairment, the excess fair value over carrying value of the EBS & USBA reporting unit and the CCS reporting unit was $ 677,772 0 SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2018 $ 1,705,548 Goodwill recognized in connection with acquisition on April 1, 2019 1,217,790 Goodwill recognized in connection with acquisition on May 1, 2019 1,269,731 Goodwill recognized in connection with acquisition on September 1, 2019 4,949,329 Impairment of goodwill (593,790 ) December 31, 2019 $ 8,548,608 Goodwill recognized in connection with acquisition on August 17, 2020 $ 716,462 December 31, 2020 $ 9,265,070 |
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 September 30, 2021: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 3.7 $ 1,566,375 $ (505,351 ) $ 1,061,024 Internally developed software 4.9 326,739 (4,834 ) 321,905 Customer relationships 8.0 4,379,290 (945,683 ) 3,433,607 Purchased software 0.8 562,327 (406,125 ) 156,202 Non-competition agreements 2.8 2,821,010 (1,246,153 ) 1,574,857 $ 9,655,741 $ (3,108,146 ) $ 6,547,595 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2020: Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 2.6 $ 1,087,760 $ (307,163 ) $ 780,597 Customer relationships 7.6 3,686,290 (623,649 ) 3,062,641 Purchased software 1.6 562,327 (265,543 ) 296,784 Non-competition agreements 2.6 2,677,010 (834,598 ) 1,842,412 $ 8,013,387 $ (2,030,953 ) $ 5,982,434 | The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2020: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD Weighted Average Remaining Amortization period (Years) Gross Accumulated Amortization Net Carrying Amount Trade name and trademarks 2.6 $ 1,087,760 $ (307,163 ) $ 780,597 Customer relationships 7.6 3,686,290 (623,649 ) 3,062,641 Non-competition agreements 2.6 2,677,010 (834,598 ) 1,842,412 Intangibles, net $ 7,451,060 $ (1,765,410 ) $ 5,685,650 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, 2019: Weighted Average Remaining Amortization period (Years) Gross Accumulated Amortization Net Carrying Amount Trade name and trademarks 4.3 $ 1,052,160 $ (96,258 ) $ 955,902 Customer relationships 9.4 3,586,290 (257,529 ) 3,328,761 Non-competition agreements 4.4 2,651,510 (302,589 ) 2,348,921 Intangibles, net $ 7,289,960 $ (656,376 ) $ 6,633,584 |
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS | The following reflects the expected amortization expense of acquired intangible assets as of September 30, 2021, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2021 $ 392,285 2022 1,489,347 2023 1,366,199 2024 961,713 2025 627,954 Thereafter 1,710,097 Total $ 6,547,595 | The amortization expense of acquired intangible assets for each of the following five years are expected to be as follows: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2021 $ 392,285 2021 $ 1,127,374 2022 1,124,024 2023 1,108,221 2024 735,672 2025 371,973 Thereafter 1,218,366 Total $ 5,685,650 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Significant components of accounts payable and accrued liabilities were as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES September 30, 2021 December 31, 2020 Accounts payable $ 714,787 $ 980,943 Accrued expenses 89,466 35,022 Accrued credit card payables 18,892 119,896 Other accrued liabilities 6,392 7,721 Accounts payable and other accrued liabilities $ 829,537 $ 1,143,582 | Significant components of accounts payable and accrued liabilities were as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2020 December 31, 2019 Accounts payable $ 980,943 $ 102,112 Accrued expenses 35,022 5,797 Accrued credit card payables 119,896 32,395 Other accrued liabilities 7,721 12,922 Accounts payable and accrued liabilities $ 1,143,582 $ 153,226 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
SCHEDULE OF LONG TERM DEBT | The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT September 30, 2021 December 31, 2020 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 14,222 19,044 $ 500,025 $ 542,760 Oak Street Funding LLC Senior Secured Amortizing Credit Facility, net of deferred financing costs of $ 18,477 22,737 809,210 877,550 Oak Street Funding LLC Term Loan for the acquisition of SWMT, net of deferred financing costs of $ 12,155 16,685 909,156 979,966 Oak Street Funding LLC Term Loan for the acquisition of FIS, net of deferred financing costs of $ 44,115 54,293 2,287,256 2,465,410 Oak Street Funding LLC Term Loan for the acquisition of ABC, net of deferred financing costs of $ 50,230 65,968 3,710,234 3,983,594 8,215,881 8,849,280 Less: current portion (890,901 ) (963,450 ) Long-term debt $ 7,324,980 $ 7,885,830 | The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT December 31, 2020 December 31, 2019 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $19,044 and $21,263 as of December 31, 2020 and 2019, respectively $ 542,760 $ 595,797 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 19,044 21,263 $ 542,760 $ 595,797 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, net of deferred financing costs of $ 22,737 25,293 877,550 963,174 Oak Street Funding LLC Term Loan for the acquisition of SWMT, net of deferred financing costs of $ 16,685 979,966 1,066,815 Oak Street Funding LLC Term Loan for the acquisition of FIS, net of deferred financing costs of $ 54,293 2,465,410 2,593,707 Oak Street Funding LLC Term Loan for the acquisition of ABC, net of deferred financing costs of $ 65,968 3,983,594 4,062,032 Long-term debt total 8,849,280 9,281,525 Less: current portion (963,450 ) (1,010,570 ) Long-term debt $ 7,885,830 $ 8,270,955 |
SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM OBLIGATIONS | Aggregated cumulative maturities of long-term obligations (including the Term Loan and the Facility), excluding deferred financing costs, as of September 30, 2021 are: SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM OBLIGATIONS Fiscal year ending December 31, Maturities of Long-Term Debt 2021 $ 221,312 2022 913,920 2023 963,584 2024 1,015,030 2025 1,071,119 Thereafter 4,170,120 Total $ 8,355,085 Less debt issuance costs (139,204 ) Total $ 8,215,881 | Aggregated cumulative maturities of long-term obligations (including the Term Loan and the Facility), net of deferred financing costs, as of December 31, 2020 are: SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM OBLIGATIONS Years ending December 31, Maturities of Long-Term Debt 2021 $ 963,450 2021 $ 963,450 2022 963,450 2023 963,450 2024 963,450 2025 - 2025 963,450 Thereafter 4,032,030 Total $ 8,849,280 Less debt issuance costs - Total $ 8,849,280 |
SIGNIFICANT CUSTOMERS (Tables)
SIGNIFICANT CUSTOMERS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | ||
SCHEDULE OF CONCENTRATIONS OF REVENUES | Carriers representing 10% or more of total revenue are presented in the table below: SCHEDULE OF CONCENTRATIONS OF REVENUES For the three months ended For the nine months ended 2021 2020 2021 2020 BlueCross BlueShield 24 % 27 % 25 % 31 % Priority Health 27 % 26 % 30 % 26 % | Carriers representing 10% or more of total revenue are presented in the table below: SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier December 31, 2020 December 31, 2019 BlueCross BlueShield 25.1 % 26.2 % Priority Health 25.5 % 19.7 % |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
SUMMARY OF STOCK OPTIONS | The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plan for the nine months ended September 30, 2021: SUMMARY OF STOCK OPTIONS Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 233,917 $ 15.43 3.63 $ - Granted - - - - Forfeited or expired (70,004 ) 14.57 2.93 - Exercised - - - - Outstanding at September 30, 2021 163,913 $ 15.50 2.86 $ - The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plan for the nine months ended September 30, 2020: Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2019 229,833 $ 15.25 3.87 $ 2,995,640 Granted 27,417 30.49 4.53 - Forfeited or expired (23,333 ) 33.43 4.48 - Exercised - - - - Outstanding at September 30, 2020 233,917 $ 17.14 3.88 $ - | The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plan for the year ended December 31, 2020: SUMMARY OF STOCK OPTIONS Options Weighted Exercise Price Per Share Weighted Aggregate Intrinsic Outstanding at December 31, 2019 229,833 $ 15.43 4.62 2,995,640 Granted 27,417 30.86 4.28 - Forfeited or expired (23,333 ) 33.43 4.23 - Exercised - - - - Outstanding at December 31, 2020 233,917 $ 15.43 3.63 - |
SUMMARY OF NON-VESTED STOCK OPTIONS | The following is a summary of the Company’s non-vested stock options as of December 31, 2020, and changes during the nine months ended September 30, 2021: SUMMARY OF NON-VESTED STOCK OPTIONS Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2020 159,542 $ 13.39 2.53 Granted - - - Vested (47,690 ) 12.43 0.86 Forfeited or expired (56,006 ) 14.57 2.93 Non-vested at September 30, 2021 55,846 $ 15.42 1.03 The following is a summary of the Company’s non-vested stock options as of December 31, 2019, and changes during the nine months ended September 30, 2020: Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2019 212,333 $ 15.25 4.30 Granted 27,417 30.49 4.53 Vested (54,835 ) 14.96 2.74 Forfeited or expired (23,333 ) 33.43 4.48 Non-vested at September 30, 2020 161,582 $ 14.96 2.74 | The following is a summary of the Company’s non-vested stock options as of December 31, 2019, and changes during the year ended December 31, 2020: SUMMARY OF NON-VESTED STOCK OPTIONS Options Weighted Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2019 212,333 $ 15.43 4.30 Granted 27,417 30.86 4.28 Vested (56,875 ) 13.39 2.53 Forfeited or expired (23,333 ) 33.43 4.23 Non-vested at December 31, 2020 159,542 $ 13.39 2.53 |
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL | SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Nine Months Ended Nine Months Ended Exercise price $ 0.16 0.26 $ 0.17 0.39 Expected term 3.25 3.75 3.25 3.75 Risk-free interest rate 0.38 2.43 % 0.38 % Estimated volatility 293.07 517.13 % 300.069 % Expected dividend - - Option price at valuation date $ 0.12 - $ 0.27 $ 0.12 - 0.31 | SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Year Ended December 31, 2020 Year Ended December 31, 2019 Exercise price $ 0.16 0.39 $ 0.17 0.27 Expected term 3.25 3.75 3.25 3.75 Risk-free interest rate 0.26% 2.43 % 1.35% 2.43 % Estimated volatility 293.07% 517.13 % 484.51% 533.64 % Expected dividend - - Option price at valuation date $ 0.12 0.31 $ 0.16 0.27 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS | The calculations of basic and diluted EPS for the three months ended September 30, 2021 and 2020 are as follows: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS September 30, 2021 September 30, 2020 Basic and diluted loss per common share: Net loss $ (595,233 ) $ (1,231,567 ) Basic weighted average shares outstanding 10,944,439 4,162,306 Basic and diluted loss per common share: $ (0.05 ) $ (0.30 ) The calculations of basic and diluted EPS for the nine months ended September 30, 2021 and 2020 are as follows: September 30, 2021 September 30, 2020 Basic and diluted loss per common share: Net loss $ (2,486,045 ) $ (3,349,778 ) Basic weighted average shares outstanding 9,809,092 4,164,489 Basic and diluted loss per common share: $ (0.25 ) $ (0.80 ) | The calculations of basic and diluted EPS, are as follows: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS December 31, 2020 December 31, 2019 Basic and diluted loss per common share: Net loss $ (3,699,005 ) $ (3,495,481 ) Basic weighted average shares outstanding 4,183,625 2,877,655 Basic and diluted loss per common share: $ (0.88 ) $ (1.21 ) |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT | Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Year ending December 31, Operating Lease Obligations 2021 $ 84,378 2022 330,737 2023 256,267 2024 172,690 2025 112,923 Thereafter 381,932 Total undiscounted operating lease payments 1,338,927 Less: Imputed interest (189,715 ) Present value of operating lease liabilities $ 1,149,212 | Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Year ending December 31, Operating Lease Obligations 2021 $ 84,378 2021 $ 203,023 2022 164,660 2023 85,440 2024 33,000 2025 - Thereafter - Total undiscounted operating lease payments 486,123 Less: Imputed interest 46,322 Less: Imputed interest (189,715 ) Present value of operating lease liabilities $ 439,801 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX RATE | The difference between the actual income tax rate versus the tax computed at the Federal Statutory rate follows: SCHEDULE OF INCOME TAX RATE December 31, 2020 December 31, 2019 Federal rate 21.0 % 21.0 % State net of federal 2.5 % 3.0 % PPP loan forgiveness 2.9 % Non-deductible acquired intangible assets 15 % (18.0 )% Valuation allowance (41.4 )% (6.0 )% Effective income tax rate 0 % 0 % |
SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES | Deferred income tax assets and (liabilities) consist of the following: SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES December 31, 2020 December 31, 2019 Deferred tax assets (liabilities) Net operating loss carryforward $ 1,415,227 $ 1,013,793 Stock based compensation 540,086 - Goodwill (52,783 ) 81,790 Intangibles 225,434 (536,411 ) Fixed assets (37,976 ) 3 Right of use assets (99,560 ) - Lease liabilities 101,000 - Other 753 - Total deferred tax assets 2,092,181 559,175 Valuation allowance (2,092,181 ) (559,175 ) Net deferred tax assets $ - $ - |
SCHEDULE OF CASH AND RESTRICTED
SCHEDULE OF CASH AND RESTRICTED CASH (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash | $ 5,655,103 | $ 45,213 | $ 13,282 | $ 6,703 |
Restricted cash | 484,371 | 484,368 | 488,289 | 484,882 |
Total cash and restricted cash | $ 6,139,474 | $ 529,581 | $ 501,571 | $ 491,585 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY PLANT AND EQUIPMENT (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life description | Shorter of the useful life or the lease term | Shorter of the useful life or the lease term |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years |
SCHEDULE OF DISAGGREGATION REVE
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,581,636 | $ 2,323,730 | $ 1,680,042 | $ 7,096,213 | $ 5,326,375 | $ 7,297,146 | $ 4,450,785 |
Employee Benefits, Solutions, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 226,233 | 188,670 | 642,428 | 567,054 | |||
US Benefits Alliance, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 18,241 | 11,757 | 45,861 | 206,698 | |||
Commercial Coverage Solutions LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 120,762 | 81,344 | 274,928 | 227,044 | |||
Southwestern Montana Financial Center, Inc. [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 343,546 | 318,688 | 1,283,402 | 1,148,538 | |||
Fortman Insurance Services, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 551,856 | 470,942 | 1,512,400 | 1,459,077 | |||
Altruis Benefits Consulting, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 807,775 | 608,641 | 2,558,653 | 1,717,964 | |||
Kush [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 513,223 | 778,541 | |||||
Previously Reported [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,296,328 | 7,279,530 | |||||
Regular [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 4,450,785 | ||||||
Regular [Member] | Previously Reported [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,074,362 | ||||||
Contingent Commision [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | |||||||
Contingent Commision [Member] | Previously Reported [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 205,168 | ||||||
Medical/Life [Member] | Previously Reported [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 6,009,558 | ||||||
Medical/Life [Member] | Regular [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,266,656 | 1,386,244 | 6,192,958 | 4,521,102 | |||
Medical/Life [Member] | Regular [Member] | Employee Benefits, Solutions, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 226,233 | 188,670 | 642,428 | 567,054 | |||
Medical/Life [Member] | Regular [Member] | US Benefits Alliance, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 18,241 | 11,757 | 45,861 | 206,698 | |||
Medical/Life [Member] | Regular [Member] | Commercial Coverage Solutions LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | |||||||
Medical/Life [Member] | Regular [Member] | Southwestern Montana Financial Center, Inc. [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 343,546 | 318,688 | 1,283,402 | 1,148,538 | |||
Medical/Life [Member] | Regular [Member] | Fortman Insurance Services, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 357,638 | 258,488 | 884,073 | 880,848 | |||
Medical/Life [Member] | Regular [Member] | Altruis Benefits Consulting, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 807,775 | 608,641 | 2,558,653 | 1,717,964 | |||
Medical/Life [Member] | Regular [Member] | Kush [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 513,223 | 778,541 | |||||
Medical/Life [Member] | Regular [Member] | Previously Reported [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 6,009,558 | ||||||
Medical/Life [Member] | Contingent Commision [Member] | Previously Reported [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | |||||||
Property and Casualty [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 866,793 | ||||||
Property and Casualty [Member] | Previously Reported [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,064,804 | ||||||
Property and Casualty [Member] | Regular [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 314,980 | 293,798 | 903,255 | 805,273 | 866,793 | ||
Property and Casualty [Member] | Regular [Member] | Employee Benefits, Solutions, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | |||||||
Property and Casualty [Member] | Regular [Member] | US Benefits Alliance, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | |||||||
Property and Casualty [Member] | Regular [Member] | Commercial Coverage Solutions LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 120,762 | 81,344 | 274,928 | 227,044 | |||
Property and Casualty [Member] | Regular [Member] | Southwestern Montana Financial Center, Inc. [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | |||||||
Property and Casualty [Member] | Regular [Member] | Fortman Insurance Services, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 194,218 | 212,454 | 628,327 | 578,229 | |||
Property and Casualty [Member] | Regular [Member] | Altruis Benefits Consulting, LLC [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | |||||||
Property and Casualty [Member] | Regular [Member] | Kush [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | |||||||
Property and Casualty [Member] | Regular [Member] | Previously Reported [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,064,804 | ||||||
Property and Casualty [Member] | Contingent Commision [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | |||||||
Property and Casualty [Member] | Contingent Commision [Member] | Previously Reported [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 205,168 | ||||||
Medical [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 3,582,182 | ||||||
Medical [Member] | Regular [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 3,583,992 | ||||||
Medical [Member] | Contingent Commision [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Cash | $ 530,000 | ||||||||||
Current assets | $ 7,332,876 | $ 7,332,876 | 1,436,036 | $ 646,956 | |||||||
Current liabilities | 2,059,279 | 2,059,279 | 6,884,072 | 4,667,759 | |||||||
Loan payable to related party | 4,523,045 | 3,311,844 | |||||||||
Working capital deficiency | 5,274,000 | 5,274,000 | 6,074,000 | ||||||||
Stockholder's equity | 12,764,537 | $ 13,213,545 | $ 14,257,299 | $ 222,990 | $ 367,685 | $ 1,057,245 | 12,764,537 | $ 222,990 | 236,988 | 642,324 | $ (300,051) |
Net loss | 595,233 | $ 1,276,886 | 613,926 | 1,231,567 | $ 1,138,413 | $ 979,798 | 2,486,045 | 3,349,778 | 3,681,389 | 3,495,481 | |
Net cash used in operating activities | 1,304,320 | 1,454,072 | 468,465 | 373,934 | |||||||
Unamortized deferred financing costs | 139,204 | 139,204 | 186,312 | 213,733 | |||||||
Goodwill impairment | 593,790 | ||||||||||
Restricted Cash and Cash Equivalents, Current | $ 6,139,474 | $ 501,571 | 6,139,474 | $ 501,571 | $ 529,581 | $ 491,585 | |||||
Proceeds from Issuance Initial Public Offering | $ 10,496,000 | ||||||||||
Minimum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful lives of intangible assets | 3 years | 3 years | |||||||||
Maximum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful lives of intangible assets | 20 years | 20 years | |||||||||
Previously Reported [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Current assets | $ 810,090 | ||||||||||
Current liabilities | 6,884,072 | ||||||||||
Loan payable to related party | 4,523,045 | ||||||||||
Stockholder's equity | 114,387 | ||||||||||
Net loss | $ 641,328 | 3,699,005 | |||||||||
Net cash used in operating activities | 468,465 | ||||||||||
Goodwill impairment |
SUMMARY OF BUSINESS ACQUIRED AN
SUMMARY OF BUSINESS ACQUIRED AND REVENUE RECOGNIZED (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)AgentPolicy | Sep. 30, 2020USD ($)AgentPolicy | Dec. 31, 2020USD ($)AgentPolicy | Dec. 31, 2019USD ($)AgentPolicy | |
J.P. Kush and Associates, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of Agents | Agent | 4 | |||
Number of Policies issued | Policy | 850 | |||
Aggregate Revenue Recognized | $ | $ 778,541 | |||
USBA and EBS [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of Agents | Agent | 4 | 7 | 5 | 15 |
Number of Policies issued | Policy | 2,848 | 2,563 | 4,930 | 9,767 |
Aggregate Revenue Recognized | $ | $ 688,289 | $ 773,752 | $ 1,001,067 | $ 1,161,036 |
UIS Agency, LLC / Commercial Solutions [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of Agents | Agent | 2 | 3 | ||
Number of Policies issued | Policy | 103 | 217 | ||
Aggregate Revenue Recognized | $ | $ 274,928 | $ 270,804 | ||
Southwestern Montana [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of Agents | Agent | 14 | 14 | 14 | 13 |
Number of Policies issued | Policy | 6,521 | 5,850 | 2,000 | 370 |
Aggregate Revenue Recognized | $ | $ 1,283,402 | $ 1,148,538 | $ 1,493,431 | $ 1,106,432 |
Fortman Insurance [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of Agents | Agent | 14 | 14 | 15 | 15 |
Number of Policies issued | Policy | 2,175 | 2,064 | 8,000 | 7,826 |
Aggregate Revenue Recognized | $ | $ 1,512,400 | $ 1,459,077 | $ 2,134,177 | $ 1,186,950 |
Altruis [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of Agents | Agent | 13 | 13 | 15 | 16 |
Number of Policies issued | Policy | 9,122 | 5,851 | 7,809 | 8,500 |
Aggregate Revenue Recognized | $ | $ 2,558,653 | $ 1,717,964 | $ 2,380,051 | $ 617,411 |
Commercial Solutions [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of Agents | Agent | 2 | 2 | ||
Number of Policies issued | Policy | 159 | 322 | ||
Aggregate Revenue Recognized | $ | $ 227,044 | $ 378,956 |
SCHEDULE OF ALLOCATION OF PURCH
SCHEDULE OF ALLOCATION OF PURCHASE PRICE (Details) - USD ($) | May 02, 2021 | Aug. 17, 2020 | Sep. 02, 2019 | Aug. 17, 2019 | May 01, 2019 | Apr. 02, 2019 | Dec. 02, 2018 | Aug. 02, 2018 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $ 9,750,492 | $ 8,761,725 | $ 8,548,608 | $ 1,705,548 | |||||||||
Minimum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 3 years | 3 years | |||||||||||
Maximum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 20 years | 20 years | |||||||||||
Trademarks and Trade Names [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 3 years 8 months 12 days | 2 years 7 months 6 days | 4 years 3 months 18 days | ||||||||||
Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 8 years | 7 years 7 months 6 days | 9 years 4 months 24 days | ||||||||||
Noncompete Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 2 years 7 months 6 days | 4 years 4 months 24 days | |||||||||||
Non-competition Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 2 years 9 months 18 days | 2 years 7 months 6 days | |||||||||||
US Benefits Alliance, LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 750,000 | ||||||||||||
Goodwill | 578,840 | ||||||||||||
US Benefits Alliance, LLC [Member] | Trademarks and Trade Names [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 6,520 | ||||||||||||
Weighted Average Useful Life (Years) | 3 years | ||||||||||||
US Benefits Alliance, LLC [Member] | Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 116,100 | ||||||||||||
Weighted Average Useful Life (Years) | 9 years | ||||||||||||
US Benefits Alliance, LLC [Member] | Noncompete Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 48,540 | ||||||||||||
US Benefits Alliance, LLC [Member] | Non-competition Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
US Benefits Alliance, LLC [Member] | Goodwill [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 578,840 | ||||||||||||
Weighted Average Useful Life (Years) description | Indefinite | ||||||||||||
Employee Benefit Solutions, Inc [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 400,000 | ||||||||||||
Goodwill | 274,956 | ||||||||||||
Employee Benefit Solutions, Inc [Member] | Trademarks and Trade Names [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 33,140 | ||||||||||||
Weighted Average Useful Life (Years) | 20 years | ||||||||||||
Employee Benefit Solutions, Inc [Member] | Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 47,630 | ||||||||||||
Weighted Average Useful Life (Years) | 9 years | ||||||||||||
Employee Benefit Solutions, Inc [Member] | Noncompete Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 42,320 | ||||||||||||
Employee Benefit Solutions, Inc [Member] | Non-competition Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Employee Benefit Solutions, Inc [Member] | Goodwill [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 274,956 | ||||||||||||
Weighted Average Useful Life (Years) description | Indefinite | ||||||||||||
Employee Benefit Solutions, Inc [Member] | Fixed Assets [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 1,954 | ||||||||||||
Employee Benefit Solutions, Inc [Member] | Fixed Assets [Member] | Minimum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Employee Benefit Solutions, Inc [Member] | Fixed Assets [Member] | Maximum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 7 years | ||||||||||||
Commercial Solutions of Insurance Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 1,200,000 | ||||||||||||
Goodwill | 851,752 | ||||||||||||
Commercial Solutions of Insurance Company [Member] | Cash [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | 13,500 | ||||||||||||
Commercial Solutions of Insurance Company [Member] | Trademarks and Trade Names [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 8,500 | ||||||||||||
Weighted Average Useful Life (Years) | 2 years | ||||||||||||
Commercial Solutions of Insurance Company [Member] | Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 284,560 | ||||||||||||
Weighted Average Useful Life (Years) | 11 years | ||||||||||||
Commercial Solutions of Insurance Company [Member] | Noncompete Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 40,050 | ||||||||||||
Commercial Solutions of Insurance Company [Member] | Non-competition Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Commercial Solutions of Insurance Company [Member] | Goodwill [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 851,752 | ||||||||||||
Weighted Average Useful Life (Years) description | Indefinite | ||||||||||||
Commercial Solutions of Insurance Company [Member] | Fixed Assets [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 1,638 | ||||||||||||
Commercial Solutions of Insurance Company [Member] | Fixed Assets [Member] | Minimum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Commercial Solutions of Insurance Company [Member] | Fixed Assets [Member] | Maximum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 7 years | ||||||||||||
Southwestern Montana Financial Center, Inc. [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 2,394,509 | ||||||||||||
Customer relationships | 561,000 | ||||||||||||
Non-competition agreements | 599,200 | ||||||||||||
Goodwill | 1,217,790 | ||||||||||||
Fixed assets | 41,098 | ||||||||||||
Loan Payable | $ 24,579 | ||||||||||||
Southwestern Montana Financial Center, Inc. [Member] | Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 10 years | ||||||||||||
Southwestern Montana Financial Center, Inc. [Member] | Non-competition Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Southwestern Montana Financial Center, Inc. [Member] | Goodwill [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) description | Indefinite | ||||||||||||
Southwestern Montana Financial Center, Inc. [Member] | Fixed Assets [Member] | Minimum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Southwestern Montana Financial Center, Inc. [Member] | Fixed Assets [Member] | Maximum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 7 years | ||||||||||||
FortmanInsuranceServiceLLCMember | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 4,156,405 | ||||||||||||
Goodwill | 1,269,731 | ||||||||||||
FortmanInsuranceServiceLLCMember | Trademarks and Trade Names [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | 289,400 | ||||||||||||
FortmanInsuranceServiceLLCMember | Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | 1,824,000 | ||||||||||||
FortmanInsuranceServiceLLCMember | Noncompete Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | 752,800 | ||||||||||||
FortmanInsuranceServiceLLCMember | Goodwill [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | 1,269,731 | ||||||||||||
FortmanInsuranceServiceLLCMember | Fixed Assets [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | 19,924 | ||||||||||||
FortmanInsuranceServiceLLCMember | Prepaid Rent Expense [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 550 | ||||||||||||
Fortman Insurance Agency, LLC [Member] | Trademarks and Trade Names [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Fortman Insurance Agency, LLC [Member] | Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 10 years | ||||||||||||
Fortman Insurance Agency, LLC [Member] | Non-competition Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Fortman Insurance Agency, LLC [Member] | Goodwill [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) description | Indefinite | ||||||||||||
Fortman Insurance Agency, LLC [Member] | Fixed Assets [Member] | Minimum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Fortman Insurance Agency, LLC [Member] | Fixed Assets [Member] | Maximum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 7 years | ||||||||||||
Altruis Benefits Consulting, LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 7,688,168 | ||||||||||||
Goodwill | 4,949,329 | ||||||||||||
Altruis Benefits Consulting, LLC [Member] | Accounts Payable [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | 1,747,483 | ||||||||||||
Altruis Benefits Consulting, LLC [Member] | Trademarks and Trade Names [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 714,600 | ||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Altruis Benefits Consulting, LLC [Member] | Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 753,000 | ||||||||||||
Weighted Average Useful Life (Years) | 10 years | ||||||||||||
Altruis Benefits Consulting, LLC [Member] | Noncompete Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 1,168,600 | ||||||||||||
Altruis Benefits Consulting, LLC [Member] | Non-competition Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Altruis Benefits Consulting, LLC [Member] | Goodwill [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 4,949,329 | ||||||||||||
Weighted Average Useful Life (Years) description | Indefinite | ||||||||||||
Altruis Benefits Consulting, LLC [Member] | Fixed Assets [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 85 | ||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
Altruis Benefits Consulting, LLC [Member] | Cash [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 1,850,037 | ||||||||||||
UIS Agency, LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 883,334 | $ 883,334 | |||||||||||
Goodwill | 716,462 | 716,462 | |||||||||||
UIS Agency, LLC [Member] | Trademarks and Trade Names [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | 35,600 | 35,600 | |||||||||||
UIS Agency, LLC [Member] | Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 100,000 | $ 100,000 | |||||||||||
Weighted Average Useful Life (Years) | 10 years | 10 years | |||||||||||
UIS Agency, LLC [Member] | Noncompete Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 25,500 | $ 25,500 | |||||||||||
UIS Agency, LLC [Member] | Non-competition Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | 5 years | |||||||||||
UIS Agency, LLC [Member] | Goodwill [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 716,462 | $ 716,462 | |||||||||||
Weighted Average Useful Life (Years) description | Indefinite | Indefinite | |||||||||||
UIS Agency, LLC [Member] | Cash [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 5,772 | $ 5,772 | |||||||||||
UIS Agency, LLC [Member] | Trade Name And Trademarks [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | 5 years | |||||||||||
J.P. Kush and Associates, Inc [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 2,591,481 | ||||||||||||
Goodwill | $ 8,761,725 | $ 8,045,263 | $ 9,750,492 | ||||||||||
J.P. Kush and Associates, Inc [Member] | Trademarks and Trade Names [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | 474,300 | ||||||||||||
J.P. Kush and Associates, Inc [Member] | Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 693,000 | ||||||||||||
Weighted Average Useful Life (Years) | 10 years | ||||||||||||
J.P. Kush and Associates, Inc [Member] | Noncompete Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 144,000 | ||||||||||||
J.P. Kush and Associates, Inc [Member] | Non-competition Agreements [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years | ||||||||||||
J.P. Kush and Associates, Inc [Member] | Goodwill [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 988,767 | ||||||||||||
Weighted Average Useful Life (Years) description | Indefinite | ||||||||||||
J.P. Kush and Associates, Inc [Member] | Cash [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase consideration allocated | $ 291,414 | ||||||||||||
J.P. Kush and Associates, Inc [Member] | Trade Name And Trademarks [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Weighted Average Useful Life (Years) | 5 years |
STRATEGIC INVESTMENTS AND BUS_3
STRATEGIC INVESTMENTS AND BUSINESS COMBINATION (Details Narrative) - USD ($) | May 02, 2021 | Aug. 17, 2020 | Sep. 02, 2019 | May 01, 2019 | Apr. 02, 2019 | Dec. 02, 2018 | Oct. 24, 2018 | Aug. 02, 2018 | May 31, 2021 | Sep. 30, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Apr. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 17, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 17, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Goodwill | $ 9,750,492 | $ 8,761,725 | $ 8,548,608 | $ 8,548,608 | $ 9,750,492 | $ 8,548,608 | $ 8,761,725 | $ 8,548,608 | $ 1,705,548 | |||||||||||||||||||
Shares issued during acquisition, value | $ 1,000,000 | |||||||||||||||||||||||||||
Revenue from the acquired business | 2,581,636 | $ 2,323,730 | $ 1,680,042 | 7,096,213 | $ 5,326,375 | 7,297,146 | 4,450,785 | |||||||||||||||||||||
Net income (loss) on business combination | (595,233) | $ (1,276,886) | $ (613,926) | $ (1,231,567) | $ (1,138,413) | $ (979,798) | (2,486,045) | (3,349,778) | (3,681,389) | (3,495,481) | ||||||||||||||||||
US Benefits Alliance, LLC [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Goodwill | $ 578,840 | |||||||||||||||||||||||||||
Employee Benefit Solutions, Inc [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Goodwill | 274,956 | |||||||||||||||||||||||||||
Acquisition costs | $ 44,353 | 160,523 | ||||||||||||||||||||||||||
Commercial Solutions of Insurance Company [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Goodwill | $ 851,752 | |||||||||||||||||||||||||||
Acquisition costs | 113,247 | |||||||||||||||||||||||||||
Total purchase price | $ 1,200,000 | |||||||||||||||||||||||||||
Business combination description | The total purchase price was made up of (1) a cash payment of $1,080,000 (the “Cash Payment”) on the “Closing Date” or the first bank business day thereafter (i.e. December 1, 2018); (2) the balance of the purchase price, having a value of $120,000, paid in the form of 8,889 shares of common stock in the Company, issued at a per-share price equal to Fifteen and 75/100 Cents ($13.50) (the “Closing Shares”); and (3) the amount of any cash necessary to satisfy the required closing date working capital set off against the Cash Payment by CCS. “Required closing date working capital” consisted only of cash and pre-paid rent and/or security deposits or pre-payments or deposits for any assumed liabilities. | |||||||||||||||||||||||||||
Cash | $ 1,080,000 | |||||||||||||||||||||||||||
Southwestern Montana Financial Center, Inc. [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Goodwill | $ 1,217,790 | |||||||||||||||||||||||||||
Acquisition costs | 122,660 | |||||||||||||||||||||||||||
Total purchase price | $ 2,394,509 | |||||||||||||||||||||||||||
Business combination description | earn-out payment equal to 32% of the final earn-out EBITDA multiplied by 5.00, | |||||||||||||||||||||||||||
Cash | $ 300,000 | |||||||||||||||||||||||||||
Purchase price paid in cash | $ 1,389,840 | |||||||||||||||||||||||||||
Shares issued during acquisition | 5,833 | |||||||||||||||||||||||||||
Shares issued during acquisition, value | $ 300,000 | |||||||||||||||||||||||||||
Earn-out liability | 522,553 | 522,553 | 522,553 | 522,553 | ||||||||||||||||||||||||
Revenue from the acquired business | 1,036,154 | 1,381,991 | ||||||||||||||||||||||||||
Net income (loss) on business combination | 23,104 | 30,805 | ||||||||||||||||||||||||||
FortmanInsuranceServiceLLCMember | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Goodwill | $ 1,269,731 | |||||||||||||||||||||||||||
Acquisition costs | 63,663 | |||||||||||||||||||||||||||
Total purchase price | $ 4,156,405 | |||||||||||||||||||||||||||
Business combination description | earn-out payment equal to 10% of the final earn-out EBITDA multiplied by 6.25. | |||||||||||||||||||||||||||
Purchase price paid in cash | $ 3,223,750 | |||||||||||||||||||||||||||
Shares issued during acquisition, value | $ 500,000 | |||||||||||||||||||||||||||
Earn-out liability | 432,655 | 432,655 | 432,655 | 432,655 | ||||||||||||||||||||||||
Revenue from the acquired business | 1,166,778 | 2,134,177 | 1,780,427 | |||||||||||||||||||||||||
Net income (loss) on business combination | 9,773 | 246,681 | 176,154 | |||||||||||||||||||||||||
Altruis Benefits Consulting, LLC [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Goodwill | $ 4,949,329 | |||||||||||||||||||||||||||
Acquisition costs | 92,172 | |||||||||||||||||||||||||||
Total purchase price | $ 7,688,168 | |||||||||||||||||||||||||||
Business combination description | The yearly earn-out payments are equal to 6.66% of the final earn-out EBITDA multiplied by 7.00. | |||||||||||||||||||||||||||
Purchase price paid in cash | $ 5,202,364 | |||||||||||||||||||||||||||
Shares issued during acquisition, value | $ 578,040 | |||||||||||||||||||||||||||
UIS Agency, LLC [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Goodwill | $ 716,462 | $ 716,462 | $ 716,462 | |||||||||||||||||||||||||
Acquisition costs | 33,344 | |||||||||||||||||||||||||||
Total purchase price | 883,334 | |||||||||||||||||||||||||||
Cash | 500,000 | 500,000 | ||||||||||||||||||||||||||
Purchase price paid in cash | 601,696 | |||||||||||||||||||||||||||
Shares issued during acquisition, value | 200,000 | |||||||||||||||||||||||||||
Earn-out liability | 81,638 | 81,638 | 81,638 | 81,638 | ||||||||||||||||||||||||
Revenue from the acquired business | 65,018 | 377,921 | ||||||||||||||||||||||||||
Revenue from acquired entity | 337,000 | |||||||||||||||||||||||||||
UIS Agency, LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Earn-out liability | $ 450,000 | $ 450,000 | ||||||||||||||||||||||||||
J.P. Kush and Associates, Inc [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Goodwill | $ 9,750,492 | $ 8,761,725 | 8,045,263 | 8,045,263 | 8,045,263 | 8,761,725 | 8,045,263 | |||||||||||||||||||||
Acquisition costs | $ 58,092 | |||||||||||||||||||||||||||
Total purchase price | 2,591,481 | |||||||||||||||||||||||||||
Purchase price paid in cash | 1,900,000 | |||||||||||||||||||||||||||
Shares issued during acquisition | 14,925 | |||||||||||||||||||||||||||
Shares issued during acquisition, value | 50,000 | |||||||||||||||||||||||||||
Earn-out liability | $ 641,481 | $ 641,481 | ||||||||||||||||||||||||||
Revenue from acquired entity | $ 500,000 | $ 856,000 | ||||||||||||||||||||||||||
Kush [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Goodwill | $ 988,767 | |||||||||||||||||||||||||||
Bill of Sale Agreement USBA and EBS [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Number of restricted shares issued during period | 191,333 | |||||||||||||||||||||||||||
Bill of Sale Agreement SWMT LLC and FIS LLC [Member] | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Number of restricted shares issued during period | 173,122 | 173,122 | ||||||||||||||||||||||||||
Earn-out liability | 1,894,842 | $ 1,894,842 | $ 1,894,842 | 1,894,842 | ||||||||||||||||||||||||
Revenue from the acquired business | 625,036 | 2,380,051 | 2,469,636 | |||||||||||||||||||||||||
Net income (loss) on business combination | $ 67,682 | $ 88,185 | $ 150,705 |
RECAPITALIZATION AND COMMON C_2
RECAPITALIZATION AND COMMON CONTROL TRANSACTIONS (Details Narrative) - USD ($) | Sep. 02, 2019 | Oct. 24, 2018 | Sep. 21, 2018 | Feb. 28, 2021 | Sep. 30, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Number of common stock issued | 2,070,000 | ||||||
Bill of Sale Agreement USBA and EBS [Member] | |||||||
Number of restricted shares issued during period | 191,333 | ||||||
Bill of Sale Agreement SWMT LLC and FIS LLC [Member] | |||||||
Number of restricted shares issued during period | 173,122 | 173,122 | |||||
Common Stock [Member] | |||||||
Number of common stock issued | 1,800,000 | ||||||
Software [Member] | |||||||
Equity ownership percentage | 84.50% | ||||||
Software [Member] | Preferred Stock [Member] | |||||||
Number of common stock issued | 583,333 | ||||||
Software [Member] | Common Stock [Member] | |||||||
Number of common stock issued | 542,372 | ||||||
Software [Member] | Successor [Member] | |||||||
Amount of consideration paid | $ 287,500 |
INVESTMENT IN NSURE, INC. (Deta
INVESTMENT IN NSURE, INC. (Details Narrative) - USD ($) | Feb. 19, 2020 | Feb. 10, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 20, 2020 | Aug. 05, 2020 | Jun. 01, 2020 |
Investments | $ 1,350,000 | $ 1,350,000 | |||||||||
Number of shares of common stock, shares | 2,070,000 | ||||||||||
Proceeds from issuance of common stock | $ 12,420,000 | $ 10,496,221 | $ 1,866,667 | $ 2,568,364 | |||||||
NSURE, Inc. [Member] | Third-Party Individual [Member] | |||||||||||
Number of shares of common stock, shares | 46,667 | 46,667 | |||||||||
Proceeds from issuance of common stock | $ 1,000,000 | $ 1,000,000 | |||||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | |||||||||||
Investments | $ 50,000 | $ 100,000 | $ 200,000 | ||||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||
Investments | $ 1,000,000 | ||||||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||||||||||
Investments | 3,000,000 | ||||||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||||||||||
Investments | $ 16,000,000 | ||||||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Common Class A [Member] | |||||||||||
Investments | $ 1,350,000 | $ 58,375 | |||||||||
Number of shares of common stock, shares | 5,837,462 | 43,781 | |||||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Common Class A [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||||||
Number of shares of common stock, shares | 291,873 | ||||||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Maximum [Member] | |||||||||||
Investments | $ 20,000,000 | ||||||||||
Ownership interest | 35.00% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 151,230 | $ 126,978 | $ 689,305 |
Less: Accumulated depreciation and amortization | (60,805) | (47,815) | (97,054) |
Property and equipment, net | $ 90,425 | 79,163 | 592,251 |
Previously Reported [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 689,305 | ||
Less: Accumulated depreciation and amortization | (313,358) | ||
Property and equipment, net | $ 375,947 | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | 5 years | |
Property and equipment, gross | 33,774 | ||
Computer Equipment [Member] | Previously Reported [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 33,774 | ||
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 7 years | ||
Property and equipment, gross | 36,573 | ||
Office Equipment [Member] | Previously Reported [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 36,573 | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 56,631 | $ 56,631 | 56,631 |
Estimated useful life description | Shorter of the useful life or the lease term | Shorter of the useful life or the lease term | |
Leasehold Improvements [Member] | Previously Reported [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 56,631 | ||
Software Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Property and equipment, gross | $ 562,327 | ||
Software Development [Member] | Previously Reported [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 562,327 | ||
Computer Equipment And Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 58,441 | 33,774 | |
Office Equipment and Furniture [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 7 years | ||
Property and equipment, gross | $ 36,158 | $ 36,573 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | Jun. 22, 2019 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation expense | $ 6,215 | $ 23,280 | $ 12,990 | $ 33,209 | $ 216,304 | $ 94,474 | ||
Loan payable to related party | 4,523,045 | 3,311,844 | ||||||
Loan payable outstanding | 154,953 | |||||||
Number of shares of common stock, shares | 2,070,000 | |||||||
Carrying cost of software | 296,783 | |||||||
Software Development [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation expense | $ 187,442 | $ 78,101 | ||||||
Number of shares of common stock, shares | 2,000,000 | 2,000,000 | ||||||
The Referral Depot, LLC (TRD) [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Loan payable to related party | $ 172,327 | |||||||
Loan discounted | $ 27,673 | |||||||
Purchase Agreement [Member] | The Referral Depot, LLC (TRD) [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Payments to acquire software | $ 250,000 | |||||||
Number of restricted common shares issued | 2,000,000 | |||||||
Share price per share | $ 0.17 | |||||||
Number of restricted common shares issued, value | $ 340,000 | |||||||
Property plant and equipment description | Per the agreement, the Company paid an initial payment of $50,000 at closing and the remaining $200,000 will be paid with forty-eight equal monthly payments commencing on the first anniversary of the effective date, or July 22, 2020. | |||||||
Purchase Agreement [Member] | The Referral Depot, LLC (TRD) [Member] | Intital Payment [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Software payment | $ 50,000 | |||||||
Purchase Agreement [Member] | The Referral Depot, LLC (TRD) [Member] | Bill of Sale Agreement SWMT LLC and FIS LLC [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Software payment | $ 200,000 |
SCHEDULE OF IMPAIRMENT OF GOODW
SCHEDULE OF IMPAIRMENT OF GOODWILL (Details) - USD ($) | Aug. 17, 2020 | Sep. 01, 2019 | May 01, 2019 | Apr. 01, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill, beginning balance | $ 8,548,608 | $ 1,705,548 | |||||
Goodwill recognized in connection with acquisition | $ 4,949,329 | $ 1,269,731 | $ 1,217,790 | ||||
Impairment of goodwill | (593,790) | ||||||
Goodwill, ending balance | 8,761,725 | 8,548,608 | |||||
J.P. Kush and Associates, Inc [Member] | |||||||
Goodwill, beginning balance | 8,045,263 | ||||||
Goodwill recognized in connection with acquisition | $ 988,767 | 716,462 | |||||
Goodwill, ending balance | $ 9,750,492 | 8,761,725 | $ 8,045,263 | ||||
Previously Reported [Member] | |||||||
Goodwill recognized in connection with acquisition | $ 716,462 | ||||||
Impairment of goodwill | |||||||
Goodwill, ending balance | $ 9,265,070 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 7,451,060 | $ 7,289,960 | $ 9,655,741 | |
Accumulated Amortization | (1,765,410) | (656,376) | 3,108,146 | |
Intangibles, net | $ 6,547,595 | 5,685,650 | 6,633,584 | 6,547,595 |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,765,410 | $ 656,376 | (3,108,146) | |
Previously Reported [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 8,013,387 | |||
Accumulated Amortization | (2,030,953) | |||
Intangibles, net | 5,982,434 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 2,030,953 | |||
Trademarks and Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 3 years 8 months 12 days | 2 years 7 months 6 days | 4 years 3 months 18 days | |
Gross Carrying Amount | $ 1,566,375 | $ 1,087,760 | $ 1,052,160 | |
Accumulated Amortization | (307,163) | (96,258) | 505,351 | |
Intangibles, net | 780,597 | 955,902 | 1,061,024 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 307,163 | $ 96,258 | (505,351) | |
Trademarks and Trade Names [Member] | Previously Reported [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 1,087,760 | |||
Accumulated Amortization | (307,163) | |||
Intangibles, net | 780,597 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 307,163 | |||
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 8 years | 7 years 7 months 6 days | 9 years 4 months 24 days | |
Gross Carrying Amount | $ 3,686,290 | $ 3,586,290 | 4,379,290 | |
Accumulated Amortization | (623,649) | (257,529) | 945,683 | |
Intangibles, net | 3,062,641 | 3,328,761 | 3,433,607 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 623,649 | $ 257,529 | (945,683) | |
Customer Relationships [Member] | Previously Reported [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 3,686,290 | |||
Accumulated Amortization | (623,649) | |||
Intangibles, net | 3,062,641 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 623,649 | |||
Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 2 years 7 months 6 days | 4 years 4 months 24 days | ||
Gross Carrying Amount | $ 2,677,010 | $ 2,651,510 | ||
Accumulated Amortization | (834,598) | (302,589) | ||
Intangibles, net | 1,842,412 | 2,348,921 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 834,598 | $ 302,589 | ||
Internally Developed Software [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 4 years 10 months 24 days | |||
Gross Carrying Amount | $ 326,739 | |||
Accumulated Amortization | 4,834 | |||
Intangibles, net | 321,905 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (4,834) | |||
Purchased Software [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 9 months 18 days | 1 year 7 months 6 days | ||
Gross Carrying Amount | 562,327 | |||
Accumulated Amortization | 406,125 | |||
Intangibles, net | 156,202 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (406,125) | |||
Purchased Software [Member] | Previously Reported [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 562,327 | |||
Accumulated Amortization | (265,543) | |||
Intangibles, net | 296,784 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 265,543 | |||
Non-competition Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible asset, useful life | 2 years 9 months 18 days | 2 years 7 months 6 days | ||
Gross Carrying Amount | 2,821,010 | |||
Accumulated Amortization | 1,246,153 | |||
Intangibles, net | 1,574,857 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (1,246,153) | |||
Non-competition Agreements [Member] | Previously Reported [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 2,677,010 | |||
Accumulated Amortization | (834,598) | |||
Intangibles, net | 1,842,412 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 834,598 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Year I | $ 392,285 | |||
Year II | 1,489,347 | $ 1,127,374 | ||
Year III | 1,366,199 | 1,124,024 | ||
Year IV | 961,713 | 1,108,221 | ||
Year V | 627,954 | 735,672 | ||
Year VI | 371,973 | |||
Thereafter | 1,710,097 | 1,218,366 | ||
Total | $ 6,547,595 | $ 5,685,650 | $ 6,547,595 | $ 6,633,584 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Goodwill impairment | $ 593,790 | ||||||
Amortization expense | $ 381,514 | $ 321,608 | $ 1,077,193 | $ 969,861 | 1,109,033 | 633,505 | |
Goodwill | $ 9,750,492 | $ 9,750,492 | 8,761,725 | 8,548,608 | $ 1,705,548 | ||
Commercial Coverage Solutions LLC [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Goodwill impairment | $ 593,790 | $ 593,790 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 714,787 | $ 980,943 | $ 102,112 |
Accrued expenses | 89,466 | 35,022 | 5,797 |
Accrued credit card payables | 18,892 | 119,896 | 32,395 |
Other accrued liabilities | 6,392 | 7,721 | 12,922 |
Accounts payable and accrued liabilities | 829,537 | 1,143,582 | 153,226 |
Accounts payable and other accrued liabilities | $ 829,537 | $ 1,143,582 | $ 153,226 |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||
Long-term debt total | $ 8,215,881 | $ 8,849,280 | $ 9,281,525 |
Current portion of long-term debt | (890,901) | (963,450) | (1,010,570) |
Long-term debt | 7,324,980 | 7,885,830 | 8,270,955 |
Senior Secured Amortizing Credit Facility [Member] | |||
Short-term Debt [Line Items] | |||
Long-term debt total | 809,210 | 877,550 | |
Net of Deferred Financing cost | 18,477 | 22,737 | |
Senior Secured Amortizing Credit Facility [Member] | |||
Short-term Debt [Line Items] | |||
Long-term debt total | 877,550 | 963,174 | |
Employee Benefits, Solutions, LLC, and US Benefits Alliance [Member] | |||
Short-term Debt [Line Items] | |||
Long-term debt total | 542,760 | 595,797 | |
Southwestern Montana Financial Center, Inc. [Member] | |||
Short-term Debt [Line Items] | |||
Long-term debt total | 979,966 | 1,066,815 | |
Fortman Insurance Agency, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Long-term debt total | 2,465,410 | 2,593,707 | |
Altruis Benefits Consulting, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Long-term debt total | 3,983,594 | $ 4,062,032 | |
E B Sand U S B A [Member] | |||
Short-term Debt [Line Items] | |||
Long-term debt total | 500,025 | 542,760 | |
Net of Deferred Financing cost | 14,222 | 19,044 | |
S W M T [Member] | |||
Short-term Debt [Line Items] | |||
Long-term debt total | 909,156 | 979,966 | |
Net of Deferred Financing cost | 12,155 | 16,685 | |
F I S [Member] | |||
Short-term Debt [Line Items] | |||
Long-term debt total | 2,287,256 | 2,465,410 | |
Net of Deferred Financing cost | 44,115 | 54,293 | |
A B C [Member] | |||
Short-term Debt [Line Items] | |||
Long-term debt total | 3,710,234 | 3,983,594 | |
Net of Deferred Financing cost | $ 50,230 | $ 65,968 |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||
Net of deferred financing costs | $ 139,204 | ||
Senior Secured Amortizing Credit Facility [Member] | |||
Short-term Debt [Line Items] | |||
Net of deferred financing costs | 22,737 | $ 25,293 | |
Employee Benefits, Solutions, LLC, and US Benefits Alliance [Member] | |||
Short-term Debt [Line Items] | |||
Net of deferred financing costs | 19,044 | 21,263 | |
Southwestern Montana Financial Center, Inc. [Member] | |||
Short-term Debt [Line Items] | |||
Net of deferred financing costs | 16,685 | 16,685 | |
Fortman Insurance Agency, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Net of deferred financing costs | 54,293 | 54,293 | |
Altruis Benefits Consulting, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Net of deferred financing costs | $ 65,968 | $ 65,968 |
SCHEDULE OF CUMULATIVE MATURITI
SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM OBLIGATIONS (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||||
Year I | $ 221,312 | $ 963,450 | ||
Year II | 913,920 | 963,450 | ||
Year III | 963,584 | 963,450 | ||
Year IV | 1,015,030 | 963,450 | ||
Year V | 963,450 | |||
Year V | 1,071,119 | |||
Year VI | 963,450 | |||
Thereafter | 4,170,120 | 4,032,030 | ||
Total | 8,355,085 | 8,849,280 | ||
Less debt issuance costs | (139,204) | |||
Total | $ 8,215,881 | $ 8,849,280 | $ 9,281,525 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | Apr. 04, 2020 | Sep. 05, 2019 | May 01, 2019 | Dec. 07, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Apr. 02, 2019 | Dec. 31, 2018 | Aug. 02, 2018 |
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | $ 139,204 | |||||||||
Loans | 154,953 | |||||||||
Senior Secured Amortizing Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | 22,737 | $ 25,293 | ||||||||
Credit Agreement [Member] | Oak Street Funding LLC [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowings | $ 4,128,000 | |||||||||
Debt issuance costs | 94,105 | |||||||||
Debt description | The Term Loan is secured by certain assets of the Company. The borrowing rate under the Facility is a variable rate equal to Prime + 2.00% and matures 10 years from the closing date. | |||||||||
Credit Agreement [Member] | Oak Street Funding LLC [Member] | Prime Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 2.00% | |||||||||
Loan Agreement [Member] | First Financial Bank [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal and interest | $ 37,913 | |||||||||
Repayment of loans | 165,000 | |||||||||
Loan Agreement [Member] | First Financial Bank [Member] | Paycheck Protection Program [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 1.00% | |||||||||
Loans | $ 673,700 | |||||||||
Debt instrument term | 2 years | |||||||||
Employee Benefits, Solutions, LLC, and US Benefits Alliance [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | 19,044 | 21,263 | ||||||||
Employee Benefits, Solutions, LLC, and US Benefits Alliance [Member] | Credit Agreement [Member] | Oak Street Funding LLC [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowings | $ 750,000 | |||||||||
Debt issuance costs | $ 22,188 | |||||||||
Debt instrument, interest rate | 5.00% | |||||||||
Southwestern Montana Financial Center, Inc. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | 16,685 | 16,685 | ||||||||
Southwestern Montana Financial Center, Inc. [Member] | Credit Agreement [Member] | Oak Street Funding LLC [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowings | $ 1,136,000 | |||||||||
Debt issuance costs | 28,849 | |||||||||
Southwestern Montana Financial Center, Inc. [Member] | Credit Agreement [Member] | Oak Street Funding LLC [Member] | Prime Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 2.00% | |||||||||
Fortman Insurance Agency, LLC [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | $ 54,293 | 54,293 | ||||||||
Fortman Insurance Agency, LLC [Member] | Credit Agreement [Member] | Oak Street Funding LLC [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowings | $ 2,648,000 | |||||||||
Debt issuance costs | 58,171 | |||||||||
Debt description | The borrowing rate under the Facility is a variable rate equal to Prime + 2.00% and matures 10 years from the closing date. | |||||||||
Fortman Insurance Agency, LLC [Member] | Credit Agreement [Member] | Oak Street Funding LLC [Member] | Prime Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 2.00% | |||||||||
Commercial Coverage Solutions LLC [Member] | Oak Street Funding LLC [Member] | Senior Secured Amortizing Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowings | $ 1,025,000 | |||||||||
Debt issuance costs | $ 25,506 | |||||||||
Debt instrument term | 10 years | |||||||||
Commercial Coverage Solutions LLC [Member] | Oak Street Funding LLC [Member] | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowings | 7,912,000 | |||||||||
Debt issuance costs | $ 181,125 | |||||||||
Debt description | The borrowing rates under the Facility is a variable rate equal to Prime + 2.00% and matures 10 years from the closing date. | |||||||||
Debt instrument term | 10 years | |||||||||
Commercial Coverage Solutions LLC [Member] | Oak Street Funding LLC [Member] | Prime Rate [Member] | Senior Secured Amortizing Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 1.50% | 2.00% |
SCHEDULE OF CONCENTRATIONS OF R
SCHEDULE OF CONCENTRATIONS OF REVENUES (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
BlueCross BlueShield [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration of risk percentage | 24.00% | 27.00% | 25.00% | 31.00% | 25.10% | 26.20% |
Priority Health [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration of risk percentage | 27.00% | 26.00% | 30.00% | 26.00% | 25.50% | 19.70% |
SUMMARY OF STOCK OPTIONS (Detai
SUMMARY OF STOCK OPTIONS (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Stock Options Outstanding, Outstanding at Beginning of Period | 233,917 | 229,833 | 229,833 |
Weighted Average Exercise Price Per Share, Outstanding at Beginning of Period | $ 15.43 | $ 15.43 | $ 15.43 |
Weighted Average Remaining Contractual Life (years), Outstanding at Beginning of Period | 4 years 7 months 13 days | ||
Aggregate Intrinsic Value, Outstanding at Beginning of Period | $ 2,995,640 | $ 2,995,640 | |
Number of Stock Options Outstanding, Granted | 27,417 | 27,417 | |
Weighted Average Exercise Price Per Share, Granted | $ 30.86 | ||
Weighted Average Remaining Contractual Life (years), Granted | 4 years 3 months 10 days | ||
Aggregate Intrinsic Value, Granted | |||
Number of Stock Options Outstanding, Forfeited or expired | (23,333) | ||
Weighted Average Exercise Price Per Share, Forfeited or expired | $ 33.43 | ||
Weighted Average Remaining Contractual Life (years), Forfeited or expired | 4 years 2 months 23 days | ||
Aggregate Intrinsic Value, Forfeited or expired | |||
Number of Stock Options Outstanding, Exercised | |||
Weighted Average Exercise Price Per Share, Exercised | |||
Weighted Average Remaining Contractual Life (years), Exercised | |||
Aggregate Intrinsic Value, Exercised | |||
Number of Stock Options Outstanding, Outstanding at End of Period | 233,917 | ||
Weighted Average Exercise Price, Outstanding at End of Period | $ 15.43 | ||
Weighted Average Remaining Contractual Life (years), Outstanding at End of Period | 3 years 7 months 17 days | ||
Aggregate Intrinsic Value, Outstanding at End of Period | |||
Share-based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Stock Options Outstanding, Outstanding at Beginning of Period | 233,917 | 229,833 | 229,833 |
Weighted Average Exercise Price Per Share, Outstanding at Beginning of Period | $ 15.43 | $ 15.25 | $ 15.25 |
Weighted Average Remaining Contractual Life (years), Outstanding at Beginning of Period | 3 years 7 months 17 days | 3 years 10 months 13 days | |
Aggregate Intrinsic Value, Outstanding at Beginning of Period | $ 2,995,640 | $ 2,995,640 | |
Number of Stock Options Outstanding, Granted | 27,417 | ||
Weighted Average Exercise Price Per Share, Granted | $ 30.49 | ||
Weighted Average Remaining Contractual Life (years), Granted | 4 years 6 months 10 days | ||
Aggregate Intrinsic Value, Granted | |||
Number of Stock Options Outstanding, Forfeited or expired | (70,004) | (23,333) | |
Weighted Average Exercise Price Per Share, Forfeited or expired | $ 14.57 | $ 33.43 | |
Weighted Average Remaining Contractual Life (years), Forfeited or expired | 2 years 11 months 4 days | 4 years 5 months 23 days | |
Aggregate Intrinsic Value, Forfeited or expired | |||
Number of Stock Options Outstanding, Exercised | |||
Weighted Average Exercise Price Per Share, Exercised | |||
Aggregate Intrinsic Value, Exercised | |||
Number of Stock Options Outstanding, Outstanding at End of Period | 163,913 | 233,917 | 233,917 |
Weighted Average Exercise Price, Outstanding at End of Period | $ 15.50 | $ 17.14 | $ 15.43 |
Weighted Average Remaining Contractual Life (years), Outstanding at End of Period | 2 years 10 months 9 days | 3 years 10 months 17 days | |
Aggregate Intrinsic Value, Outstanding at End of Period |
SUMMARY OF NON-VESTED STOCK OPT
SUMMARY OF NON-VESTED STOCK OPTIONS (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of Non-vested Stock Options Outstanding, Outstanding at Beginning of Period | 159,542 | 212,333 | 212,333 |
Weighted Average Exercise Price Per Share, Outstanding at Beginning of Period | $ 15.43 | $ 15.43 | $ 15.43 |
Weighted Average Remaining Contractual Life (years), Outstanding at Beginning of Period | 2 years 6 months 10 days | 4 years 3 months 18 days | 4 years 3 months 18 days |
Number of Non-vested Stock Options Outstanding, Granted | 27,417 | 27,417 | |
Weighted Average Exercise Price Per Share, Granted | $ 30.49 | $ 30.86 | |
Weighted Average Remaining Contractual Life (years), Granted | 4 years 6 months 10 days | 4 years 3 months 10 days | |
Number of Non-vested Stock Options Outstanding, Vested | (47,690) | (54,835) | (56,875) |
Weighted Average Exercise Price Per Share, Vested | $ 12.43 | $ 14.96 | $ 13.39 |
Weighted Average Remaining Contractual Life (years), Vested | 10 months 9 days | 2 years 8 months 26 days | 2 years 6 months 10 days |
Number of Non-vested Stock Options Outstanding, Forfeited or expired | (56,006) | (23,333) | (23,333) |
Weighted Average Exercise Price Per Share, Forfeited or expired | $ 14.57 | $ 33.43 | $ 33.43 |
Weighted Average Remaining Contractual Life (years), Forfeited or expired | 4 years 2 months 23 days | ||
Number of Non-vested Stock Options Outstanding, Outstanding at End of Period | 55,846 | 161,582 | 159,542 |
Weighted Average Exercise Price, Outstanding at End of Period | $ 15.42 | $ 14.96 | $ 13.39 |
Weighted Average Remaining Contractual Life (years), Outstanding at End of Period | 1 year 10 days | 2 years 8 months 26 days | 2 years 6 months 10 days |
Weighted Average Exercise Price Per Share, Outstanding at Beginning of Period | $ 13.39 | $ 15.25 | $ 15.25 |
Weighted Average Remaining Contractual Life (years), Forfeited | 2 years 11 months 4 days | 4 years 5 months 23 days |
SCHEDULE OF ASSUMPTION OF BLACK
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Risk-free interest rate | 0.38% | |||
Estimated volatility | 300.069% | |||
Expected dividend | ||||
Minimum [Member] | ||||
Exercise price | $ 0.16 | $ 0.17 | $ 0.16 | $ 0.17 |
Expected term | 3 years 3 months | 3 years 3 months | 3 years 3 months | 3 years 3 months |
Risk-free interest rate | 0.38% | 0.26% | 1.35% | |
Estimated volatility | 293.07% | 293.07% | 484.51% | |
Option price at valuation date | $ 0.12 | $ 0.12 | $ 0.16 | |
Maximum [Member] | ||||
Exercise price | $ 0.26 | $ 0.39 | $ 0.39 | $ 0.27 |
Expected term | 3 years 9 months | 3 years 9 months | 3 years 9 months | 3 years 9 months |
Risk-free interest rate | 2.43% | 2.43% | 2.43% | |
Estimated volatility | 517.13% | 517.13% | 533.64% | |
Option price at valuation date | $ 0.27 | $ 0.31 | $ 0.31 | $ 0.27 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | May 02, 2021 | Feb. 11, 2021 | Aug. 17, 2020 | Feb. 10, 2020 | Sep. 02, 2019 | Jul. 22, 2019 | Apr. 02, 2019 | Nov. 30, 2018 | May 31, 2021 | Feb. 28, 2021 | Sep. 30, 2020 | Aug. 31, 2020 | Feb. 29, 2020 | Sep. 30, 2019 | May 31, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock authorized | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||||||||||||||
Preferred stock par value | $ 0.086 | $ 0.086 | $ 0.086 | ||||||||||||||||||||
Preferred stock issued | 1,167 | 395,640 | 395,640 | ||||||||||||||||||||
Preferred stock outstanding | 1,167 | 395,640 | 395,640 | ||||||||||||||||||||
Preferred stock voting rights description | Each share of Series A Convertible Preferred Stock shall have ten (10) votes per share and may be converted into ten (10) shares of $0.086 par value common stock. The holders of the Series A Convertible Preferred Stock shall be entitled to receive, when, if and as declared by the Board, out of funds legally available therefore, cumulative dividends payable in cash. The annual interest rate at which cumulative preferred dividends will accrue on each share of Series A Convertible Preferred Stock is 0%. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution of assets of the Corporation shall be made to or set apart for the holders of the Common Stock and subject and subordinate to the rights of secured creditors of the Company, the holders of Series A Preferred Stock shall receive an amount per share equal to the greater of (i) one dollar ($1.00), adjusted for any recapitalization, stock combinations, stock dividends (whether paid or unpaid) | Each share of Series A Convertible Preferred Stock shall have ten (10) votes per share and may be converted into ten (10) shares of $0.086 par value common stock. The holders of the Series A Convertible Preferred Stock shall be entitled to receive, when, if and as declared by the Board, out of funds legally available therefore, cumulative dividends payable in cash. The annual interest rate at which cumulative preferred dividends will accrue on each share of Series A Convertible Preferred Stock is 0%. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution of assets of the Corporation shall be made to or set apart for the holders of the Common Stock and subject and subordinate to the rights of secured creditors of the Company, the holders of Series A Preferred Stock shall receive an amount per share equal to the greater of (i) one dollar ($1.00), adjusted for any recapitalization, stock combinations, stock dividends (whether paid or unpaid), stock options and the like with respect to such shares, plus any accumulated but unpaid dividends (whether or not earned or declared) on the Series A Convertible Preferred Stock, and (ii) the amount such holder would have received if such holder has converted its shares of Series A Convertible Preferred Stock to common stock, subject to but immediately prior to such liquidation. | |||||||||||||||||||||
Common stock authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||||||||||||||
Common stock par value | $ 0.086 | $ 0.086 | $ 0.086 | ||||||||||||||||||||
Number of shares of common stock, shares | 2,070,000 | ||||||||||||||||||||||
Proceeds from issuance of common stock | $ 12,420,000 | $ 10,496,221 | $ 1,866,667 | $ 2,568,364 | |||||||||||||||||||
Shares issued during acquisition, value | $ 1,000,000 | ||||||||||||||||||||||
Number of stock issued, value | $ 9,109,148 | ||||||||||||||||||||||
Common stock value | $ 50,000 | ||||||||||||||||||||||
Options issued | 27,417 | 27,417 | |||||||||||||||||||||
Share based compensation contractual term | 4 years 7 months 13 days | ||||||||||||||||||||||
Share based compensation | $ 667,373 | $ 1,063,777 | 1,047,376 | ||||||||||||||||||||
Unrecognized compensation expense | $ 1,275,050 | $ 263,100 | $ 1,275,050 | $ 1,034,381 | $ 2,296,485 | ||||||||||||||||||
Market value of share | $ 12 | $ 2.61 | $ 12 | $ 6.43 | $ 28.29 | ||||||||||||||||||
Common Stock outstanding | 10,944,439 | 4,241,028 | 4,115,330 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 70,004 | ||||||||||||||||||||||
Number of securities called by warrants | 2,070,000 | ||||||||||||||||||||||
Warrants description | The warrants were recorded at a value per the offering of $0.01. The warrants may be exercised at any point from the effective date until the 5-year anniversary of issuance and are not subject to standard anti-dilution provisions. The Series A Warrants are exercisable at a per share exercise price equal to 110% of the public offering price of one share of common stock and accompanying Series A Warrant, $6.00. | ||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||
Warrants exercise price | $ 6 | ||||||||||||||||||||||
Previously Reported [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from issuance of common stock | $ 1,200,000 | ||||||||||||||||||||||
Common stock value | 500,000 | ||||||||||||||||||||||
Share based compensation | $ 1,471,068 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock, shares | 1,800,000 | ||||||||||||||||||||||
Number of shares issued for acquisition | 46,667 | ||||||||||||||||||||||
Shares issued during acquisition, value | $ 4,000 | ||||||||||||||||||||||
Number of stock issued, value | $ 154,800 | ||||||||||||||||||||||
Common Stock [Member] | Previously Reported [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued for acquisition | 46,667 | ||||||||||||||||||||||
Shares issued during acquisition, value | $ 4,000 | ||||||||||||||||||||||
2019 Equity Incentive Plan [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock reserved for issuance | 163,913 | 466,083 | |||||||||||||||||||||
Number of shares authorized to issuance | 700,000 | ||||||||||||||||||||||
2019 Equity Incentive Plan [Member] | Previously Reported [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock reserved for issuance | 163,913 | ||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Preferred stock outstanding | 1,167 | 395,640 | |||||||||||||||||||||
Reliance Global Holdings, LLC [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Debt conversion, conversion of stock | 633,333 | 633,333 | |||||||||||||||||||||
Debt conversion principal amount | $ 3,800,000 | ||||||||||||||||||||||
Conversion price per share | $ 6 | ||||||||||||||||||||||
Reliance Global Holdings, LLC [Member] | Common Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Convertable stock | 3,944,930 | ||||||||||||||||||||||
Reliance Global Holdings, LLC [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock, shares | 33,201 | 3,711 | 63,995 | ||||||||||||||||||||
Debt conversion, conversion of stock | 3,321 | 37,112 | 639,995 | ||||||||||||||||||||
Convertable stock | 394,493 | ||||||||||||||||||||||
Altruis Benefits Consulting, LLC [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock, shares | 138,843 | ||||||||||||||||||||||
UIS Agency, LLC [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Shares issued during acquisition, value | $ 200,000 | ||||||||||||||||||||||
Southwestern Montana Financial Center, Inc. [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued for acquisition | 5,833 | ||||||||||||||||||||||
Shares issued during acquisition, value | $ 300,000 | ||||||||||||||||||||||
Fortman Insurance Agency, LLC [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock, shares | 33,201 | ||||||||||||||||||||||
J.P. Kush and Associates, Inc [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued for acquisition | 14,925 | ||||||||||||||||||||||
Shares issued during acquisition, value | $ 50,000 | ||||||||||||||||||||||
Asset Purchase Agreement [Member] | UIS Agency, LLC [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued for acquisition | 17,943 | ||||||||||||||||||||||
Shares issued during acquisition, value | $ 200,000 | ||||||||||||||||||||||
Earnout Agreement [Member] | Southwestern Montana Financial Center, Inc. [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares issued for acquisition | 21,875 | ||||||||||||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock, shares | 31,111 | ||||||||||||||||||||||
Number of stock issued, value | $ 200,000 | ||||||||||||||||||||||
Confidential Settlement Agreement [Member] | Fortman Insurance Services, LLC [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock, shares | 33,201 | ||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock value | $ 200,000 | ||||||||||||||||||||||
Bill of Sale Agreement SWMT LLC and FIS LLC [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of restricted common stock | 173,122 | 173,122 | |||||||||||||||||||||
The Referral Depot, LLC [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock value | $ 250,000 | ||||||||||||||||||||||
Number of restricted common stock | 23,333 | ||||||||||||||||||||||
Common stock reserved for issuance | 23,333 | ||||||||||||||||||||||
The Referral Depot, LLC [Member] | Purchase Agreement [Member] | Intital Payment [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock value | $ 50,000 | ||||||||||||||||||||||
EMA Financial LLC [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock par value | $ 15.21 | ||||||||||||||||||||||
Number of shares of common stock, shares | 6,726 | ||||||||||||||||||||||
Number of stock issued, value | $ 306,981 | ||||||||||||||||||||||
Number of shares transferred | 26,903 | ||||||||||||||||||||||
Third-Party Individual [Member] | NSURE, Inc. [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock, shares | 46,667 | 46,667 | |||||||||||||||||||||
Proceeds from issuance of common stock | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||
Employee [Member] | Employment Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of shares of common stock, shares | 8,102 | ||||||||||||||||||||||
Recipients One [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of stock issued, value | 200,000 | ||||||||||||||||||||||
Recipients Two [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Number of stock issued, value | $ 100,000 | ||||||||||||||||||||||
Current Employees [Member] | 2019 Equity Incentive Plan [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Options issued | 23,333 | 23,333 | 140,000 | ||||||||||||||||||||
Share based compensation contractual term | 5 years | 5 years | 5 years | ||||||||||||||||||||
Vesting period | 4 years | 4 years | 3 years | ||||||||||||||||||||
Number of shares forfeited | 23,333 | ||||||||||||||||||||||
Another Employee [Member] | 2019 Equity Incentive Plan [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Options issued | 4,083 | ||||||||||||||||||||||
Consultants [Member] | 2019 Equity Incentive Plan [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Options issued | 46,667 | ||||||||||||||||||||||
Share based compensation contractual term | 5 years | ||||||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||||
Nonemployee Directors [Member] | 2019 Equity Incentive Plan [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Options issued | 8,167 | ||||||||||||||||||||||
Share based compensation contractual term | 5 years | ||||||||||||||||||||||
Vesting period | 4 years | ||||||||||||||||||||||
Service Provider [Member] | 2019 Equity Incentive Plan [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Options issued | 35,000 | ||||||||||||||||||||||
Share based compensation contractual term | 5 years | ||||||||||||||||||||||
Vesting description | One half of these options, or 17,500 shares, vested immediately upon issuance; the other half of these options vest on the one-year anniversary of the grant date, or March 14, 2020, unless the Company deems the services provided to be unhelpful, in which case the second half of the options shall be void. The service period per the agreement was from February 2019 to February 2020. | ||||||||||||||||||||||
Fair value of options grants | $ 2,541,360 | $ 3,386,204 | $ 3,386,156 | $ 3,343,861 | |||||||||||||||||||
Employees, Directors, and Consultants [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Share based compensation | $ 508,806 | $ 1,063,777 | $ 1,304,401 | 465,377 | |||||||||||||||||||
Service Providers [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Share based compensation | $ 581,999 |
SCHEDULE OF CALCULATIONS OF BAS
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss | $ (595,233) | $ (1,276,886) | $ (613,926) | $ (1,231,567) | $ (1,138,413) | $ (979,798) | $ (2,486,045) | $ (3,349,778) | $ (3,681,389) | $ (3,495,481) | |
Basic weighted average shares outstanding | 10,944,439 | 4,162,306 | 9,809,092 | 4,164,489 | 2,877,655 | ||||||
Basic and diluted loss per common share: | $ (0.05) | $ (0.08) | $ (0.30) | $ (0.25) | $ (0.80) | $ (0.88) | $ (1.21) | ||||
Previously Reported [Member] | |||||||||||
Net loss | $ (641,328) | $ (3,699,005) | |||||||||
Basic weighted average shares outstanding | 4,183,625 | ||||||||||
Basic and diluted loss per common share: | $ (0.09) | $ (0.88) | $ (0.88) |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details Narrative) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Common stock conversion basis | 10 for 1 basis | 10 for 1 basis | ||
Share-based Payment Arrangement, Option [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities | $ 163,913 | $ 233,928 | $ 233,917 | |
Series A Preferred Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities | $ 1,167 | $ 395,640 | $ 395,640 | $ 395,640 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases | ||
Year I | $ 84,378 | $ 84,378 |
Year II | 330,737 | 203,023 |
Year III | 256,267 | 164,660 |
Year IV | 172,690 | 85,440 |
Year V | 112,923 | 33,000 |
Year VI | ||
Thereafter | 381,932 | |
Total undiscounted operating lease payments | 1,338,927 | 486,123 |
Less: Imputed interest | 46,322 | |
Less: Imputed interest | (189,715) | |
Present value of operating lease liabilities | $ 1,149,212 | $ 439,801 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | |
Right-of-use assets | $ 1,140,609 | $ 433,529 | $ 569,650 | ||
Accumulated amortization of right of use assets | 437,881 | ||||
Lease liability | $ 1,149,212 | $ 439,801 | |||
Weighted average remaining lease term | 7 years 6 months | 2 years 7 months 17 days | |||
Weighted average discount rate | 5.25% | 7.45% | |||
Operating Lease, Expense | $ 220,798 | $ 175,896 | |||
Accounting Standards Update 2016-02 [Member] | |||||
Right-of-use assets | $ 1,140,609 | $ 433,529 | $ 684,083 | ||
Operating lease discount rate | 7.45% |
SCHEDULE OF INCOME TAX RATE (De
SCHEDULE OF INCOME TAX RATE (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal rate | 21.00% | 21.00% | |
State net of federal | 2.50% | 3.00% | |
PPP loan forgiveness | 2.90% | ||
Non-deductible acquired intangible assets | 15.00% | (18.00%) | |
Valuation allowance | (41.40%) | (6.00%) | |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
SCHEDULE OF DEFERRED INCOME TAX
SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 1,415,227 | $ 1,013,793 |
Stock based compensation | 540,086 | |
Goodwill | (52,783) | 81,790 |
Intangibles | 225,434 | (536,411) |
Fixed assets | (37,976) | 3 |
Right of use assets | (99,560) | |
Lease liabilities | 101,000 | |
Other | 753 | |
Total deferred tax assets | 2,092,181 | 559,175 |
Valuation allowance | (2,092,181) | (559,175) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Federal net operating loss carryforward | $ 6,580,000 | |||
Operating loss carryforward limitation | Federal Net Operating Loss Carry forwards, of which $1.3 million will begin to expire beginning 2031 | |||
Income tax expiration date description | $4.8 million will not expire but are limited to use of 80% of current year taxable income. | |||
State net operation loss carry forward | $ 1,907,000 | |||
Extinguishment of PPP loan | ||||
Change in valuation of allowance | $ 1,533,006 | $ 205,228 | ||
Annual effective tax rate from continuing operation | 0.00% | 0.00% | 0.00% | |
CARES Act [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Income tax percentage description | Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but we have not analyzed it at this time as the deferred tax asset is fully reserved. On March 27, 2020, the US government signed the Coronavirus Aid, Relief and Economic Security (CARES) Act into law, a $2 trillion relief package to provide support to individuals, businesses and government organizations during the COVID-19 pandemic. | |||
CARES Act [Member] | Paycheck Protection Program [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Extinguishment of PPP loan | $ 508,700 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Aug. 02, 2018 | Mar. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related party loan payable | $ 364,552 | $ 4,666,520 | $ 3,462,630 | ||
Common stock, value | $ 1,000,000 | ||||
Rent expense | $ 16,153 | ||||
Percentage of common stock owned | 46.42% | 26.00% | 32.00% | ||
Previously Reported [Member] | |||||
Percentage of common stock owned | 25.58% | ||||
Reliance Global Holdings, LLC [Member] | |||||
Percentage of monthly rent payments | 50.00% | ||||
USBA Acquisition [Member] | |||||
Acquisition | $ 300,981 | ||||
Transaction cost | 83,162 | ||||
Employee Benefit Solutions, Inc [Member] | |||||
Acquisition | $ 44,353 | 160,523 | |||
Transaction cost | 44,353 | ||||
CCS Acquisition [Member] | |||||
Acquisition | 242,484 | ||||
Transaction cost | 113,247 | ||||
Common stock, value | $ 120,000 | ||||
Shares issued during acquisition | 8,889 | ||||
SWMT Acquisition [Member] | |||||
Acquisition | $ 335,169 | ||||
Transaction cost | 122,660 | ||||
FIS Acquisition [Member] | |||||
Acquisition | 779,099 | ||||
Transaction cost | 63,663 | ||||
ABC Acquisition [Member] | |||||
Acquisition | 1,378,961 | ||||
The Referral Depot, LLC [Member] | |||||
Acquisition | $ 50,000 |
SUMMARIZES THE CHANGES TO THE P
SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2020 | Dec. 31, 2018 | |
Accounts Receivable | $ 949,655 | $ 949,655 | $ 862,597 | $ 103,822 | |||||||||
Goodwill | 9,750,492 | 9,750,492 | 8,761,725 | 8,548,608 | $ 1,705,548 | ||||||||
Accumulated Deficit | (14,845,725) | $ (12,973,606) | (14,845,725) | (12,359,680) | (8,783,276) | ||||||||
Commission income | 2,581,636 | 2,323,730 | $ 1,680,043 | 7,096,213 | $ 5,326,375 | 7,297,146 | 4,450,785 | ||||||
Total assets | 26,228,789 | 26,228,789 | 18,044,687 | 16,993,033 | |||||||||
Total Revenue | 2,581,636 | 2,323,730 | 1,680,042 | 7,096,213 | 5,326,375 | 7,297,146 | 4,450,785 | ||||||
Net Loss | $ (595,233) | $ (1,276,886) | $ (613,926) | $ (1,231,567) | $ (1,138,413) | $ (979,798) | $ (2,486,045) | $ (3,349,778) | (3,681,389) | $ (3,495,481) | |||
EPS | $ (0.05) | $ (0.08) | $ (0.30) | $ (0.25) | $ (0.80) | $ (0.88) | $ (1.21) | ||||||
Previously Reported [Member] | |||||||||||||
Accounts Receivable | 236,651 | $ 236,651 | |||||||||||
Goodwill | 9,265,070 | 9,265,070 | |||||||||||
Accumulated Deficit | $ (13,123,609) | (12,482,281) | (12,482,281) | ||||||||||
Commission income | 2,296,328 | 7,279,530 | |||||||||||
Total assets | 17,922,086 | $ 17,922,086 | |||||||||||
Total Revenue | 2,296,328 | 7,279,530 | |||||||||||
Net Loss | $ (641,328) | $ (3,699,005) | |||||||||||
EPS | $ (0.09) | (0.88) | $ (0.88) | ||||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||||
Accounts Receivable | $ 625,946 | ||||||||||||
Goodwill | (503,345) | ||||||||||||
Accumulated Deficit | $ 150,003 | 122,601 | |||||||||||
Commission income | 27,402 | 17,616 | |||||||||||
Total assets | 122,601 | ||||||||||||
Total Revenue | 27,402 | 17,616 | |||||||||||
Net Loss | $ 27,402 | $ 17,616 | |||||||||||
EPS | $ (0.01) | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 11, 2021 | Feb. 08, 2021 | Jan. 21, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||||||
Number of shares of common stock, shares | 2,070,000 | ||||||||
Proceeds from issuance of common stock | $ 12,420,000 | $ 10,496,221 | $ 1,866,667 | $ 2,568,364 | |||||
Preferred stock to common stock conversion ratio | 10 for 1 basis | 10 for 1 basis | |||||||
Conversion of preferred stock into common stock, value | $ 339,264 | $ 6,088 | $ 10,000 | ||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares of common stock, shares | 1,800,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share issued price per share | $ 6 | ||||||||
Subsequent Event [Member] | Series A Warrants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares of common stock, shares | 1,800,000 | ||||||||
Proceeds from issuance of common stock | $ 10,800,000 | ||||||||
Subsequent Event [Member] | Board of Directors [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Reverse stock split | a 1-for-85.71 reverse split | ||||||||
Subsequent Event [Member] | Ezra Beyman [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share issued price per share | $ 6 | ||||||||
Conversion of preferred stock into common stock | 633,333 | ||||||||
Conversion of preferred stock into common stock, value | $ 3,800,000 | ||||||||
Subsequent Event [Member] | Ezra Beyman [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares of common stock, shares | 3,944,930 | ||||||||
Subsequent Event [Member] | Ezra Beyman [Member] | Series A Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of preferred stock into common stock | 394,493 | ||||||||
Preferred stock to common stock conversion ratio | preferred stock to common stock conversion ratio is 1:10 |