Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40020 | |
Entity Registrant Name | RELIANCE GLOBAL GROUP, INC. | |
Entity Central Index Key | 0001812727 | |
Entity Tax Identification Number | 46-3390293 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 300 Blvd. of the Americas | |
Entity Address, Address Line Two | Suite 105 | |
Entity Address, City or Town | Lakewood | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08701 | |
City Area Code | 732 | |
Local Phone Number | 380-4600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,457,075 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | RELI | |
Security Exchange Name | NASDAQ | |
Series A Warrants [Member] | ||
Title of 12(b) Security | Series A Warrants | |
Trading Symbol | RELIW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 2,979,769 | $ 4,136,180 |
Restricted cash | 1,417,635 | 484,542 |
Accounts receivable | 1,072,294 | 1,024,831 |
Accounts receivable, related parties | 54,414 | 7,131 |
Prepaid expense and other current assets | 576,691 | 2,328,817 |
Total current assets | 6,100,803 | 7,981,501 |
Property and equipment, net | 164,017 | 130,359 |
Right-of-use assets | 1,421,474 | 1,067,734 |
Investment in NSURE, Inc. | 1,350,000 | 1,350,000 |
Intangibles, net | 14,751,751 | 7,078,900 |
Goodwill | 33,486,107 | 10,050,277 |
Other non-current assets | 23,284 | 16,792 |
Total assets | 57,297,436 | 27,675,563 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 1,051,333 | 2,759,160 |
Chargeback reserve | 1,559,541 | |
Other payables | 1,333,484 | 81,500 |
Short term Financing Agreements | 376,647 | |
Current portion of long-term debt | 936,263 | 913,920 |
Current portion of leases payable | 528,902 | 276,009 |
Earn-out liability, current portion | 3,683,596 | 3,297,855 |
Warrant commitment | 37,652,808 | |
Total current liabilities | 9,469,766 | 44,981,252 |
Loans payable, related parties, less current portion | 332,225 | 353,766 |
Long term debt, less current portion | 12,935,649 | 7,085,325 |
Leases payable, less current portion | 930,623 | 805,326 |
Earn-out liability, less current portion | 673,837 | 516,023 |
Warrant liabilities | 11,026,893 | |
Total liabilities | 35,368,993 | 53,741,692 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 9,076 and 0 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 781 | |
Common stock, $0.086 par value; 2,000,000,000 shares authorized and 14,614,038 and 10,956,109 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 1,255,408 | 940,829 |
Additional paid-in capital | 34,294,708 | 26,451,187 |
Stock subscription receivable | (20,000,000) | |
Accumulated deficit | (13,622,454) | (33,458,145) |
Total stockholders’ equity (deficit) | 21,928,443 | (26,066,129) |
Total liabilities and stockholders’ equity (deficit) | $ 57,297,436 | $ 27,675,563 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.086 | $ 0.086 |
Preferred stock, shares authorized | 750,000,000 | 750,000,000 |
Preferred stock, shares issued | 9,076 | 0 |
Preferred stock, shares outstanding | 9,076 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.086 | $ 0.086 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 14,614,038 | 10,956,109 |
Common Stock, Shares, Outstanding | 14,614,038 | 10,956,109 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Commission income | $ 4,207,126 | $ 2,190,847 | $ 8,442,907 | $ 4,514,577 |
Total revenue | 4,207,126 | 2,190,847 | 8,442,907 | 4,514,577 |
Operating expenses | ||||
Commission expense | 850,128 | 558,271 | 1,754,283 | 1,087,743 |
Salaries and wages | 2,176,792 | 1,110,629 | 4,258,967 | 2,029,174 |
General and administrative expenses | 1,759,217 | 1,202,350 | 4,212,287 | 2,206,751 |
Marketing and advertising | 609,383 | 55,021 | 1,196,405 | 78,100 |
Depreciation and amortization | 756,403 | 369,366 | 1,363,928 | 702,454 |
Total operating expenses | 6,151,923 | 3,295,637 | 12,785,870 | 6,104,222 |
Loss from operations | (1,944,797) | (1,104,790) | (4,342,963) | (1,589,645) |
Other income (expense) | ||||
Other expense, net | (192,763) | (172,096) | (300,560) | (301,167) |
Recognition and change in fair value of warrant liabilities | 12,633,251 | 24,479,215 | ||
Total other income (expense) | 12,440,488 | (172,096) | 24,178,655 | (301,167) |
Net income (loss) | $ 10,495,691 | $ (1,276,886) | $ 19,835,692 | $ (1,890,812) |
Basic earnings (loss) per share | $ 0.56 | $ (0.12) | $ 0.75 | $ (0.20) |
Diluted earnings (loss) per share | $ (0.10) | $ (0.12) | $ (0.59) | $ (0.20) |
Weighted average number of shares outstanding - Basic | 18,738,290 | 10,934,489 | 17,238,285 | 9,259,738 |
Weighted average number of shares outstanding - Diluted | 20,989,290 | 10,934,489 | 20,134,729 | 9,259,738 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common stock issuable [Member] | Additional Paid-in Capital [Member] | Subscription receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 33,912 | $ 363,517 | $ 340,000 | $ 11,559,239 | $ (12,359,680) | $ (63,012) | |
Beginning balance, shares at Dec. 31, 2020 | 395,640 | 4,241,028 | 23,341 | ||||
Share based compensation | 246,966 | 246,966 | |||||
Shares issued due to public offering, net of offering costs of $1,672,852 | $ 154,800 | 8,954,348 | 9,109,148 | ||||
Beginning balance, shares | 1,800,000 | ||||||
Net loss | (613,926) | (613,926) | |||||
Shares issued for services | $ 1,290 | 89,760 | 91,050 | ||||
Beginning balance, shares | 15,000 | ||||||
Over-allotment shares from offering, net of offering costs of $250,928 | $ 23,220 | 1,343,153 | 1,366,373 | ||||
Beginning balance, shares | 270,000 | ||||||
Warrants sold during public offering at quoted price | 20,700 | 20,700 | |||||
Shares issued due to conversion of preferred stock | $ (33,812) | $ 339,264 | (305,452) | ||||
Beginning balance, shares | (394,493) | 3,944,930 | |||||
Shares issued due to conversion of debt | $ 54,467 | 3,745,533 | 3,800,000 | ||||
Beginning balance, shares | 633,333 | ||||||
Rounding shares related to initial public offering | |||||||
Beginning balance, shares | 1,885 | (3) | |||||
Shares issued pursuant to software purchase | $ 1,984 | $ (340,000) | 338,016 | ||||
Beginning balance, shares | 23,338 | (23,338) | |||||
Ending balance, value at Mar. 31, 2021 | $ 100 | $ 938,542 | 25,992,263 | (12,973,606) | 13,957,299 | ||
Beginning balance, shares at Mar. 31, 2021 | 1,147 | 10,929,514 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 33,912 | $ 363,517 | $ 340,000 | 11,559,239 | (12,359,680) | (63,012) | |
Beginning balance, shares at Dec. 31, 2020 | 395,640 | 4,241,028 | 23,341 | ||||
Net loss | (1,890,812) | ||||||
Ending balance, value at Jun. 30, 2021 | $ 100 | $ 939,826 | 26,224,111 | (14,250,492) | 12,913,545 | ||
Beginning balance, shares at Jun. 30, 2021 | 1,167 | 10,944,439 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 100 | $ 938,542 | 25,992,263 | (12,973,606) | 13,957,299 | ||
Beginning balance, shares at Mar. 31, 2021 | 1,147 | 10,929,514 | |||||
Share based compensation | 183,132 | 183,132 | |||||
Shares issued pursuant to acquisition of Kush | $ 1,284 | 48,716 | 50,000 | ||||
Beginning balance, shares | 14,925 | ||||||
Net loss | (1,276,886) | (1,276,886) | |||||
Rounding shares related to initial public offering | |||||||
Beginning balance, shares | 20 | ||||||
Ending balance, value at Jun. 30, 2021 | $ 100 | $ 939,826 | 26,224,111 | (14,250,492) | 12,913,545 | ||
Beginning balance, shares at Jun. 30, 2021 | 1,167 | 10,944,439 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 940,829 | 26,451,187 | (20,000,000) | (33,458,145) | (26,066,129) | ||
Beginning balance, shares at Dec. 31, 2021 | 10,956,109 | ||||||
Share based compensation | 739,960 | 739,960 | |||||
Shares issued due to public offering, net of offering costs of $1,672,852 | $ 781 | $ 229,694 | (230,424) | 20,000,000 | 20,000,051 | ||
Beginning balance, shares | 9,076 | 2,670,892 | |||||
Shares issued pursuant to acquisition of Kush | $ 52,119 | 4,711,332 | 4,763,451 | ||||
Beginning balance, shares | 606,037 | ||||||
Exercise of Series A warrants | $ 32,250 | 2,442,750 | 2,475,000 | ||||
Exercise of Series A warrants, shares | 375,000 | ||||||
Issuance of prefunded Series C Warrants in exchange for common shares | $ (281,815) | 281,815 | |||||
Issuance of prefunded Series C Warrants in exchange for common shares, shares | (3,276,929) | ||||||
Shares issued for vested stock awards | $ 516 | (516) | |||||
Shares issued for vested stock awards, shares | 6,000 | ||||||
Net loss | 9,340,000 | 9,340,000 | |||||
Ending balance, value at Mar. 31, 2022 | $ 781 | $ 973,593 | 34,396,104 | (24,118,145) | 11,252,333 | ||
Beginning balance, shares at Mar. 31, 2022 | 9,076 | 11,337,109 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 940,829 | 26,451,187 | (20,000,000) | (33,458,145) | (26,066,129) | ||
Beginning balance, shares at Dec. 31, 2021 | 10,956,109 | ||||||
Shares issued due to public offering, net of offering costs of $1,672,852 | $ 178,200 | ||||||
Net loss | 19,835,692 | ||||||
Ending balance, value at Jun. 30, 2022 | $ 781 | $ 1,255,408 | 34,294,708 | (13,622,454) | 21,928,443 | ||
Beginning balance, shares at Jun. 30, 2022 | 9,076 | 14,614,038 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 781 | $ 973,593 | 34,396,104 | (24,118,145) | 11,252,333 | ||
Beginning balance, shares at Mar. 31, 2022 | 9,076 | 11,337,109 | |||||
Share based compensation | 179,083 | 179,083 | |||||
Net loss | 10,495,691 | 10,495,691 | |||||
Exercise of Series C warrants into common shares | $ 281,815 | (280,479) | 1,336 | ||||
Exercise of Series C warrants into common shares, shares | 3,276,929 | ||||||
Ending balance, value at Jun. 30, 2022 | $ 781 | $ 1,255,408 | $ 34,294,708 | $ (13,622,454) | $ 21,928,443 | ||
Beginning balance, shares at Jun. 30, 2022 | 9,076 | 14,614,038 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |
Payments of stock issuance costs | $ 1,672,852 |
Over-Allotment Option [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Payments of stock issuance costs | $ 250,928 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 19,835,692 | $ (1,890,812) |
Adjustment to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 1,363,928 | 702,454 |
Amortization of debt issuance costs and accretion of debt discount | 18,291 | 20,206 |
Non-cash lease expense | 24,450 | 1,534 |
Stock compensation expense | 919,043 | 521,148 |
Earn-out fair value and write-off adjustments | 354,963 | |
Recognition and change in fair value of warrant liabilities | (24,479,215) | |
Change in operating assets and liabilities: | ||
Accounts payables and other accrued liabilities | (1,711,287) | (805,092) |
Accounts receivable | 45,122 | 75,212 |
Accounts receivable, related parties | (47,283) | (7,131) |
Other payables | 126,984 | |
Charge back reserve | 75,068 | |
Other non-current assets | (6,492) | (18,035) |
Prepaid expense and other current assets | 2,169,325 | (92,736) |
Net cash used in operating activities | (1,311,411) | (1,493,252) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (20,989) | |
Business acquisitions, net of cash acquired | (24,138,750) | (1,608,586) |
Purchase of intangibles | (466,190) | (152,990) |
Net cash used in investing activities | (24,625,929) | (1,761,576) |
Cash flows from financing activities: | ||
Principal repayments of debt | (447,908) | (432,833) |
Proceeds from loan for business acquisition | 6,520,000 | |
Payment of debt issuance costs | (214,257) | |
Payments on earn-out liabilities | (411,408) | |
Proceeds from loans payable, related parties | 2,931 | |
Payments of loans payable, related parties | (21,541) | (508,307) |
Proceeds from exercise of warrants into common stock | 2,476,336 | |
Repayments on short-term financing | (40,552) | |
Net proceeds from private placement issuance of shares and warrants | 17,853,351 | |
Issuance of common stock | 10,496,221 | |
Net cash provided by financing activities | 25,714,021 | 9,558,012 |
Net (decrease) increase in cash and restricted cash | (223,319) | 6,303,184 |
Cash and restricted cash at beginning of period | 4,620,722 | 529,581 |
Cash and restricted cash at end of period | 4,397,403 | 6,832,765 |
Supplemental disclosure of cash and non-cash investing and financing transactions: | ||
Issuance of Series D Warrants | 6,930,335 | |
Issuance of placement agent warrants | 1,525,923 | |
Prepaid insurance acquired through short-term financing | 417,199 | |
Conversion of preferred stock into common stock | 339,264 | |
Cash paid for interest | 218,528 | 350,175 |
Conversion of debt into equity | 3,800,000 | |
Common stock issued pursuant to acquisition | 4,763,451 | 50,000 |
Common stock issued in lieu of services | 91,050 | |
Issuance of common stock pursuant to the purchase of software | 340,000 | |
Acquisition of business deferred purchase price | 1,125,000 | 0 |
Lease assets acquired in exchange for lease liabilities | $ 223,922 | $ 861,443 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Reliance Global Group, Inc., formerly known as Ethos Media Network, Inc. (“RELI”, “Reliance”, or the “Company”) incorporated in Florida on August 2, 2013. Basis of Presentation and Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2021. The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Liquidity As of June 30, 2022, the Company’s reported cash and restricted cash aggregated balance was approximately $ 4,397,000 6,101,000 9,470,000 3,369,000 21,928,000 4,343,000 24,479,000 19,836,000 1,311,000 17,853,000 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Cash and Restricted Cash Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW June 30, 2022 June 30, 2021 Cash $ 2,979,769 $ 6,348,415 Restricted cash 1,417,635 484,350 Total cash and restricted cash $ 4,397,404 $ 6,832,765 Fair Value of Financial Instruments Level 1 — Observable inputs reflecting quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. Warrant Liabilities: SCHEDULE OF FAIR VALUE OF WARRANT COMMITMENT June 30, 2022 December 31, 2021 Stock price $ 2.11 $ 6.44 Volatility 105 % 90 % Time to expiry 4.51 5 Dividend yield 0 % 0 % Risk free rate 3.00 % 1.10 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Three and Six Months ended June 30, 2022 Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Beginning balance $ 37,652,808 $ - $ - $ 37,652,808 Initial recognition - 55,061,119 1,525,923 56,587,042 Unrealized (gain) loss 17,408,311 (31,980,437 ) (946,461 ) (15,518,587 ) Warrants exercised or transferred (55,061,119 ) (55,061,119 ) Ending balance, March 31, 2022 $ - $ 23,080,682 $ 579,462 $ 23,660,144 Unrealized gain - (12,322,737 ) (310,514 ) (12,633,251 ) Ending balance, June 30, 2022 - 10,757,945 268,948 11,026,893 Series B Warrant Commitment Total December 31, 2021 Series B Warrant Commitment Total Beginning balance $ - $ - Initial recognition 20,244,497 20,244,497 Unrealized gain 17,408,311 17,408,311 Ending balance $ 37,652,808 $ 37,652,808 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS June 30, 2022 December 31, 2021 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement The Company values its Level 3 earn-out liability related to the Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY June 30, 2022 WACC Risk Premium: 14.6 % Volatility 50 % Credit Spread: 11 % Payment Delay (days) 90 % Risk free rate USD Yield Curve Discounting Convention: Mid-period Number of Iterations 100,000 Undiscounted remaining earn out payments are approximately $ 4,697,644 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE June 30, 2022 December 31, 2021 Beginning balance – January 1 $ 3,813,878 $ 2,931,418 Acquisitions and Settlements JP Kush Acquisition - 1,694,166 Barra Acquisition 600,000 - CCS Write-off - (81,368 ) Altruis partial settlement (84,473 ) (452,236 ) Montana final settlement (326,935 ) - Period adjustments: Fair value changes and accretion included in earnings * 354,963 (278,102 ) Ending balance $ 4,357,433 $ 3,813,878 Less: Current portion (3,683,596 ) (3,297,855 ) Ending balance, less current portion 673,837 516,023 * Recorded as a reduction to general and administrative expenses Revenue Recognition The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended June 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 184,851 $ - $ 184,851 USBA 12,319 - 12,319 CCS/UIS - 57,195 57,195 Montana 451,705 - 451,705 Fortman 357,334 205,804 563,138 Altruis 882,171 - 882,171 Kush 425,449 - 425,449 Medigap 1,359,976 - 1,359,976 Barra 69,925 200,397 270,322 $ 3,743,730 $ 463,396 $ 4,207,126 Six Months ended June 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 406,035 $ - $ 406,035 USBA 25,906 - 25,906 CCS/UIS - 101,077 101,077 Montana 958,426 - 958,426 Fortman 689,933 403,064 1,092,997 Altruis 2,187,043 - 2,187,043 Kush 864,040 - 864,040 Medigap 2,537,061 - 2,537,061 Barra 69,925 200,397 270,322 $ 7,738,369 $ 704,538 $ 8,442,907 Three Months ended June 30, 2021 Medical/Life Property and Casualty Total Regular EBS 207,201 - 207,201 USBA 15,395 - 15,395 CCS/UIS - 65,348 65,348 Montana 404,740 - 404,740 Fortman 276,634 226,337 502,971 Altruis 729,874 - 729,874 Kush 265,318 - 265,318 $ 1,899,162 $ 291,685 $ 2,190,847 Six Months ended June 30, 2021 Medical/Life Property and Casualty Total Regular EBS $ 416,195 $ - $ 416,195 USBA 27,620 - 27,620 CCS/UIS - 154,166 154,166 Montana 939,856 - 939,856 Fortman 526,435 434,109 960,544 Altruis 1,750,878 - 1,750,878 Kush 265,318 - 265,318 $ 3,926,302 $ 588,275 $ 4,514,577 The following, are customers representing 10 SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier 2022 2021 For the three months ended June 30, Insurance Carrier 2022 2021 LTC Global 30 % - % Priority Health 20 % 31 % BlueCross BlueShield - % 28 % Insurance Carrier 2022 2021 For the six months ended June 30, Insurance Carrier 2022 2021 BlueCross BlueShield 10 % 25 % Priority Health 25 % 33 % LTC Global 28 % - % No other single Customer accounted for more than 10 Income Taxes The Company recorded no income tax expense for the three and six months ended June 30, 2022 and 2021 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives. As of June 30, 2022 and December 31, 2021, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized. Prior Period Adjustments The Company identified certain immaterial adjustments impacting prior reporting periods. Specifically, the Company identified adjustments to correct certain asset, liability and equity accounts in relation to historical purchase price allocation accounting, historical accrued revenues and true ups of the common stock issuable account. 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 June 30, 2022. SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION Account 12/31/2020 As reported Adjustment 12/31/2020 Adjusted Earn-out liability 2,631,418 300,000 2,931,418 Goodwill 9,265,070 (503,345 ) 8,761,725 Common stock issuable 822,116 (482,116 ) 340,000 Additional paid-in-capital 11,377,123 182,116 11,559,239 Accumulated Deficit (12,482,281 ) 122,601 (12,359,680 ) Account 3/31/2021 As reported Adjustment 3/31/2021 Adjusted Common stock issuable 482,116 (482,116 ) 0 Additional paid-in-capital 25,810,147 182,116 25,992,263 Accumulated Deficit (13,123,609 ) 150,003 (12,973,606 ) Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |
STRATEGIC INVESTMENTS AND BUSIN
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS | NOTE 2. STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS Medigap Healthcare Insurance Company, LLC Transaction On January 10, 2022, pursuant to an asset purchase agreement, dated December 21, 2021, the Company completed the acquisition of all of the assets of Medigap Healthcare Insurance Company, LLC (“Medigap”) for a purchase price of $ 20,096,250 18,138,750 606,037 The acquisition of Medigap was accounted for as a business combination in accordance with the acquisition method pursuant to FASB Topic No. 805, Business Combination (ASC 805). Accordingly, the total purchase consideration was allocated to the assets acquired, and liabilities assumed based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The preliminary allocation of the purchase price in connection with the acquisition of Medigap was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Property, plant and equipment $ 20,666 5 Right-of-use asset 317,787 Trade names 340,000 15 Customer relationships 4,550,000 12 Technology 67,000 3 Backlog 210,000 1 Chargeback reserve (1,484,473 ) Lease liability (317,787 ) Goodwill 19,199,008 Indefinite $ 22,902,201 Trade name was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trade name, a pre-tax royalty rate of 0.5 11.0 Customer relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 11.0 Technology was measured at fair value using the cost replacement method of the cost approach. Significant inputs used to measure the fair value include an estimate of cost to replace, an obsolescence rate of 40.3 The value assigned to backlog acquired was estimated based upon the contractual nature of the backlog as of the acquisition date, using the income approach to discount back to present value the cash flows attributable to the backlog, using a discount rate of 11.0 Goodwill of $ 19,199,008 94,065 The approximate revenue and net profit or loss for the acquired business as a standalone entity per ASC 805 from January 10, 2022 to June 30, 2022 was $ 2,537,061 412,943 Pro Forma Information The results of operations of Medigap will be included in the Company’s consolidated financial statements as of the date of acquisition through the current period end. The following supplemental pro forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the six months ended June 30, 2022 and 2021: SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION June 30, June 30, 2022 2021 Revenue $ 8,809,482 $ 7,071,329 Net Income (Loss) $ 19,849,175 $ (1,796,767 ) Earnings (Loss) per common share, basic $ 0.75 $ (0.19 ) Earnings (Loss) per common share, diluted $ (0.59 ) $ (0.19 ) Barra & Associates, LLC On April 26, 2022, the Company entered into an asset purchase agreement (the “APA”) with Barra & Associates, LLC (“Barra”) pursuant to which the Company purchased all of the assets of Barra & Associates, LLC on April 26, 2022 for a purchase price in the amount of $ 7,725,000 6,000,000 1,125,000 600,000 6,520,000 The acquisition of Barra was accounted for as a business combination in accordance with the acquisition method pursuant to FASB Topic No. 805, Business Combination (ASC 805). Accordingly, the total purchase consideration was allocated to the assets acquired, and liabilities assumed based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The preliminary allocation of the purchase price in connection with the acquisition of Barra was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Acquired accounts receivable $ 92,585 Property, plant and equipment 8,593 7 Right-of-use asset 122,984 Trade names 22,000 4 Customer relationships 550,000 10 Agency relationships 2,585,000 10 Developed technology 230,000 5 Lease liability (122,984 ) Goodwill 4,236,822 Indefinite $ 7,725,000 Trade name was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trade name, a pre-tax royalty rate of 0.5 19.5 Customer and Agency relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 19.5 Developed technology was measured at fair value using the cost replacement method of the cost approach. Significant inputs used to measure the fair value include an estimate of cost to replace, an obsolescence rate of 28.6 Goodwill of $ 4,236,822 72,793 The approximate revenue and net profit or loss for the acquired business as a standalone entity per ASC 805 from April 26, 2022 to June 30, 2022 was $ 270,321 38,698 Pro Forma Information The results of operations of Barra will be included in the Company’s consolidated financial statements as of the date of acquisition through the current period end. The following supplemental pro forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the six months ended June 30, 2022 and 2021: SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION June 30, June 30, 2022 2021 Revenue $ 8,990,529 $ 5,364,335 Net Income (Loss) $ 20,070,124 $ (1,527,038 ) Earnings (Loss) per common share, basic $ 0.76 $ (0.16 ) Earnings (Loss) per common share, diluted $ (0.58 ) $ (0.16 ) |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 3. GOODWILL AND OTHER INTANGIBLE ASSETS The following table rolls forward the Company’s goodwill balance for the periods ending June 30, 2022 and December 31, 2021. As discussed in Note 1 - Prior Period Adjustments (503,345 9,265,070 8,761,725 SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2020 $ 8,761,725 Goodwill recognized in connection with Kush acquisition on May 1, 2021 $ 1,288,552 December 31, 2021 $ 10,050,277 Goodwill recognized in connection with Medigap acquisition on January 10, 2022 $ 19,199,008 Goodwill recognized in connection with Barra acquisition on April 26, 2022 4,236,822 June 30, 2022 $ 33,486,107 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of June 30, 2022: 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 4.9 $ 2,142,858 $ (804,020 ) $ 1,338,838 Internally developed software 4.5 1,326,158 (131,655 ) 1,194,503 Customer relationships 9.53 11,922,290 (1,517,174 ) 10,405,116 Purchased software - 562,327 (562,327 ) - Video Production Assets 0.6 50,000 (23,242 ) 26,758 Non-competition agreements 2.4 3,504,810 (1,827,590 ) 1,677,220 Contracts Backlog 0.5 210,000 (100,684 ) 109,316 $ 19,718,443 $ (4,966,692 ) $ 14,751,751 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2021: Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 3.5 $ 1,777,475 $ (609,822 ) $ 1,167,653 Internally developed software 4.7 595,351 (28,443 ) 566,908 Customer relationships 7.7 4,237,290 (1,048,726 ) 3,188,564 Purchased software 0.6 562,327 (452,985 ) 109,342 Video Production Assets 1.0 20,000 - 20,000 Non-competition agreements 2.9 3,504,809 (1,478,376 ) 2,026,433 $ 10,697,252 $ (3,618,352 ) $ 7,078,900 The following table reflects expected amortization expense as of June 30, 2022, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2022 (remainder of year) $ 1,374,512 2023 2,461,552 2024 2,083,450 2025 1,703,824 2026 1,463,747 Thereafter 5,664,666 Total $ 14,751,751 |
LONG-TERM DEBT AND SHORT-TERM F
LONG-TERM DEBT AND SHORT-TERM FINANCINGS | 6 Months Ended |
Jun. 30, 2022 | |
Long-term Debt And Short-term Financings | |
LONG-TERM DEBT AND SHORT-TERM FINANCINGS | NOTE 4. LONG-TERM DEBT AND SHORT-TERM FINANCINGS Long-Term Debt The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT June 30, 2022 December 31, 2021 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 13,497 14,606 $ 455,391 $ 485,317 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, net of deferred financing costs of $ 16,351 17,626 738,547 785,826 Oak Street Funding LLC Term Loan for the acquisition of SWMT, net of deferred financing costs of $ 10,085 11,027 835,376 884,720 Oak Street Funding LLC Term Loan for the acquisition of FIS, net of deferred financing costs of $ 39,752 42,660 2,103,885 2,226,628 Oak Street Funding LLC Term Loan for the acquisition of ABC, net of deferred financing costs of $ 45,369 48,609 3,427,614 3,616,754 Oak Street Funding LLC Term Loan for the acquisition of Barra, net of deferred financing costs of $ 208,901 0 6,311,099 - 13,871,912 7,999,245 Less: current portion (936,263 ) (913,920 ) Long-term debt $ 12,935,649 $ 7,085,325 Oak Street Funding LLC – Term Loans and Credit Facilities SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM LOANS AND CREDIT FACILITIES Fiscal year ending December 31, Maturities of Long-Term Debt 2022 (remainder of year) $ 438,616 2023 1,228,897 2024 1,542,156 2025 1,656,383 2026 1,776,385 Thereafter 7,563,428 Total 14,205,865 Less: debt issuance costs (333,953 ) Total $ 13,871,912 Short-Term Financings The Company financed certain annual insurance premiums through the use of two short-term notes, payable in nine and ten equal monthly installments of $ 42,894 4,456 7.51 7.95 417,199 0 376,647 0 |
WARRANT LIABILITIES
WARRANT LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Warrant Liabilities | |
WARRANT LIABILITIES | NOTE 5. WARRANT LIABILITIES Series B Warrants On December 22, 2021, the Company entered into a securities purchase agreement with several institutional buyers for the purchase and sale of (i) warrants to purchase an aggregate of up to 9,779,952 0.086 4.09 2,670,892 9,076 0.086 1,000 2,219,084 4.09 20,000,000 By entering into the Private Placement on December 22, 2021, the Company entered into a commitment to issue the Common Shares, Preferred Shares and Series B Warrants on the Initial Closing Date for a fixed price and exercise price, as applicable. The commitment to issue Series B Warrants (the “Warrant Commitment”) represents a derivative financial instrument, other than an outstanding share, that, at inception, has both of the following characteristics: (i) embodies a conditional obligation indexed to the Company’s equity. The Company classified the commitment to issue the warrants as a derivative liability because it represents a written option that does not qualify for equity accounting The Company initially measured the derivative liability at its fair value and will subsequently remeasure the derivative liability, at fair value with changes in fair value recognized in earnings. An option pricing model was utilized to calculate the fair value of the Warrant Commitment. The Company initially recorded $ 17,652,808 12,322,737 24,748,163 10,757,945 Placement Agent Warrants In connection with the Private Placement, the Company issued 244,539 five years 4.09 1,525,923 1,525,923 310,514 268,948 268,948 |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 6. EQUITY Preferred Stock The Company has been authorized to issue 750,000,000 0.086 In January 2022, the Company issued 9,076 The Series B convertible preferred stock has no voting rights and initially each share of Series B convertible preferred stock may be converted into 245 Common Stock The Company has been authorized to issue 2,000,000,000 0.086 In January 2022, the Company issued 2,670,892 Warrant Liabilities In January 2022, the Company issued 606,037 In January 2022, upon agreement with Series A warrant holders, 375,000 6.60 375,000 In March 2022, the Company issued 6,000 6,000 In May and June 2022, 3,276,929 3,276,929 As of June 30, 2022 and December 31, 2021, there were 14,614,038 10,956,109 Warrants Series A warrant holders exercised 375,000 1,695,000 In January 2022, as a result of the issuance of common stock in the January 2022 stock offering and the Medigap Acquisition, the Company received a deficiency notification from Nasdaq indicating violation of Listing Rule 5365(a). As part of its remediation plan, in March 2022, the Company entered into Exchange Agreements with the holders of common stock issued in January 2022. Pursuant to the Exchange Agreements, the Company issued 3,276,929 3,276,929 1,222,498 Earnings (Loss) Per Share In May and June 2022, the 3,276,929 3,276,929 0.001 1,336 Equity-based Compensation Between February and May 2022, three existing employees were awarded bonuses consisting of shares of the Company’s common stock to be vested immediately. The shares granted in 2022 were valued at $ 766,250 100,000 766,250 In April 2022 , pursuant to an agreement between the Company and an Executive, the Executive will be compensated with 60,000 178,200 70,721 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 7. 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, for the three and six months ended June 30, 2021, due to a net loss, the outstanding Series A Convertible Preferred Stock is considered anti-dilutive in which 9,076 1,167 10 for 1 basis 163,925 163,913 The following represents the impact of options, stock awards, preferred stock and warrants on basic and diluted EPS for the three and six months ended June 30, 2022: ● Outstanding stock options are considered anti-dilutive, due to the exercise price being greater than the average market price, in which 163,925 ● Vested Stock awards in the amount of 200,820 31,916 46,084 ● Outstanding Series A warrants are considered anti-dilutive, due to the exercise price being greater than the average market price, in which 1,695,000 ● Series B Convertible Preferred stock are considered dilutive and included in the calculation of diluted EPS. ● The 631,276 ● The potential settlement shares of the warrant liability associated with the Placement Agent Warrants are considered dilutive and anti-dilutive for the three and six months ended June 30, 2022, respectively, and is included in Diluted EPS calculation for the three months ended June 30, 2022. ● The 3,276,929 1,676,737 2,743,896 ● The 1,222,497 0 6,930,335 The calculations of basic and diluted EPS, are as follows: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS Three Months Three Months ended ended June 30, 2022 June 30, 2021 Net income (loss) $ 10,495,691 $ (1,276,886 ) Deemed dividend - - Net income (loss), numerator, basic computation 10,495,691 (1,276,886 ) Recognition and change in fair value of warrant liability (12,633,251 ) - Net income (loss), numerator, diluted computation $ (2,137,560 ) $ (1,276,886 ) Weighted average shares - denominator basic computation 18,738,290 10,934,489 Effect of stock awards 31,916 - Effect of Series B warrant liability Effect of preferred stock 2,219,084 - Weighted average shares, as adjusted - denominator diluted computation 20,989,290 10,934,489 Earnings (loss) per common share – basic $ 0.56 $ (0.12 ) Earnings (loss) per common share – diluted (0.10 ) (0.12 ) Six Months Six Months ended ended June 30, 2022 June 30, 2021 Net income (loss) $ 19,835,692 $ (1,890,812 ) Deemed dividend (6,930,335 ) - Net income (loss), numerator, basic computation 12,905,357 (1,890,812 ) Recognition and change in fair value of warrant liability (24,748,163 ) - Net income (loss), numerator, diluted computation $ (11,842,806 ) $ (1,890,812 ) Weighted average shares - denominator basic computation 17,238,285 9,259,738 Effect of stock awards 46,084 - Effect of Series B warrant liability 2,219,084 - Effect of preferred stock 631,276 - Weighted average shares, as adjusted - denominator diluted computation 20,134,729 9,259,738 Earnings (loss) per common share - basic $ 0.75 $ (0.20 ) Earnings (loss) per common share - diluted $ (0.59 ) $ (0.20 ) |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
LEASES | NOTE 8. LEASES Operating lease expense for the three months ended June 30, 2022 and 2021 was $ 156,750 43,931 275,174 112,199 4.01 5.76 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 2022 $ 303,256 2023 546,275 2024 253,908 2025 144,124 2026 113,738 Thereafter 268,202 Total undiscounted operating lease payments 1,629,503 Less: Imputed interest (169,978 ) Present value of operating lease liabilities $ 1,459,525 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9. COMMITMENTS AND CONTINGENCIES Legal Contingencies The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, no legal contingencies are accrued as of June 30, 2022 and December 31, 2021. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time have been, subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future. Earn-out liabilities The following outlines changes to the Company’s earn-out liability balances inclusive of accumulated accretion for the respective period ended June 30, 2022 and December 31, 2021: SCHEDULE OF EARN-OUT LIABILITY CCS Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2021 $ - $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Changes due to acquisitions - - - - - 600,000 600,000 Changes due to payments (326,935 ) (84,473 ) (411,408 ) Changes due to fair value adjustments - 32,620 37,741 - 334,602 (50,000 ) 354,963 Ending balance June 30, 2022 $ - $ 547,928 $ 326,775 $ 908,395 $ 2,024,335 $ 550,000 $ 4,357,433 CCS Fortman Montana Altruis Kush Total Ending balance December 31, 2020 $ 81,368 $ 432,655 $ 522,553 $ 1,894,842 $ - $ 2,931,418 Changes due to business combinations - - - - 1,694,166 1,694,166 Changes due to payments - - - (452,236 ) - (452,236 ) Changes due to fair value adjustments - 82,653 93,416 (449,738 ) (4,433 ) (278,102 ) Changes due to write-offs (81,368 ) - - - - (81,368 ) Ending balance December 31, 2021 $ - $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ 3,813,878 |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2021. The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Liquidity | Liquidity As of June 30, 2022, the Company’s reported cash and restricted cash aggregated balance was approximately $ 4,397,000 6,101,000 9,470,000 3,369,000 21,928,000 4,343,000 24,479,000 19,836,000 1,311,000 17,853,000 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Cash and Restricted Cash | Cash and Restricted Cash Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW June 30, 2022 June 30, 2021 Cash $ 2,979,769 $ 6,348,415 Restricted cash 1,417,635 484,350 Total cash and restricted cash $ 4,397,404 $ 6,832,765 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Level 1 — Observable inputs reflecting quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. Warrant Liabilities: SCHEDULE OF FAIR VALUE OF WARRANT COMMITMENT June 30, 2022 December 31, 2021 Stock price $ 2.11 $ 6.44 Volatility 105 % 90 % Time to expiry 4.51 5 Dividend yield 0 % 0 % Risk free rate 3.00 % 1.10 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Three and Six Months ended June 30, 2022 Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Beginning balance $ 37,652,808 $ - $ - $ 37,652,808 Initial recognition - 55,061,119 1,525,923 56,587,042 Unrealized (gain) loss 17,408,311 (31,980,437 ) (946,461 ) (15,518,587 ) Warrants exercised or transferred (55,061,119 ) (55,061,119 ) Ending balance, March 31, 2022 $ - $ 23,080,682 $ 579,462 $ 23,660,144 Unrealized gain - (12,322,737 ) (310,514 ) (12,633,251 ) Ending balance, June 30, 2022 - 10,757,945 268,948 11,026,893 Series B Warrant Commitment Total December 31, 2021 Series B Warrant Commitment Total Beginning balance $ - $ - Initial recognition 20,244,497 20,244,497 Unrealized gain 17,408,311 17,408,311 Ending balance $ 37,652,808 $ 37,652,808 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS June 30, 2022 December 31, 2021 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement The Company values its Level 3 earn-out liability related to the Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY June 30, 2022 WACC Risk Premium: 14.6 % Volatility 50 % Credit Spread: 11 % Payment Delay (days) 90 % Risk free rate USD Yield Curve Discounting Convention: Mid-period Number of Iterations 100,000 Undiscounted remaining earn out payments are approximately $ 4,697,644 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE June 30, 2022 December 31, 2021 Beginning balance – January 1 $ 3,813,878 $ 2,931,418 Acquisitions and Settlements JP Kush Acquisition - 1,694,166 Barra Acquisition 600,000 - CCS Write-off - (81,368 ) Altruis partial settlement (84,473 ) (452,236 ) Montana final settlement (326,935 ) - Period adjustments: Fair value changes and accretion included in earnings * 354,963 (278,102 ) Ending balance $ 4,357,433 $ 3,813,878 Less: Current portion (3,683,596 ) (3,297,855 ) Ending balance, less current portion 673,837 516,023 * Recorded as a reduction to general and administrative expenses |
Revenue Recognition | Revenue Recognition The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended June 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 184,851 $ - $ 184,851 USBA 12,319 - 12,319 CCS/UIS - 57,195 57,195 Montana 451,705 - 451,705 Fortman 357,334 205,804 563,138 Altruis 882,171 - 882,171 Kush 425,449 - 425,449 Medigap 1,359,976 - 1,359,976 Barra 69,925 200,397 270,322 $ 3,743,730 $ 463,396 $ 4,207,126 Six Months ended June 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 406,035 $ - $ 406,035 USBA 25,906 - 25,906 CCS/UIS - 101,077 101,077 Montana 958,426 - 958,426 Fortman 689,933 403,064 1,092,997 Altruis 2,187,043 - 2,187,043 Kush 864,040 - 864,040 Medigap 2,537,061 - 2,537,061 Barra 69,925 200,397 270,322 $ 7,738,369 $ 704,538 $ 8,442,907 Three Months ended June 30, 2021 Medical/Life Property and Casualty Total Regular EBS 207,201 - 207,201 USBA 15,395 - 15,395 CCS/UIS - 65,348 65,348 Montana 404,740 - 404,740 Fortman 276,634 226,337 502,971 Altruis 729,874 - 729,874 Kush 265,318 - 265,318 $ 1,899,162 $ 291,685 $ 2,190,847 Six Months ended June 30, 2021 Medical/Life Property and Casualty Total Regular EBS $ 416,195 $ - $ 416,195 USBA 27,620 - 27,620 CCS/UIS - 154,166 154,166 Montana 939,856 - 939,856 Fortman 526,435 434,109 960,544 Altruis 1,750,878 - 1,750,878 Kush 265,318 - 265,318 $ 3,926,302 $ 588,275 $ 4,514,577 The following, are customers representing 10 SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier 2022 2021 For the three months ended June 30, Insurance Carrier 2022 2021 LTC Global 30 % - % Priority Health 20 % 31 % BlueCross BlueShield - % 28 % Insurance Carrier 2022 2021 For the six months ended June 30, Insurance Carrier 2022 2021 BlueCross BlueShield 10 % 25 % Priority Health 25 % 33 % LTC Global 28 % - % No other single Customer accounted for more than 10 |
Income Taxes | Income Taxes The Company recorded no income tax expense for the three and six months ended June 30, 2022 and 2021 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives. As of June 30, 2022 and December 31, 2021, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized. |
Prior Period Adjustments | Prior Period Adjustments The Company identified certain immaterial adjustments impacting prior reporting periods. Specifically, the Company identified adjustments to correct certain asset, liability and equity accounts in relation to historical purchase price allocation accounting, historical accrued revenues and true ups of the common stock issuable account. 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 June 30, 2022. SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION Account 12/31/2020 As reported Adjustment 12/31/2020 Adjusted Earn-out liability 2,631,418 300,000 2,931,418 Goodwill 9,265,070 (503,345 ) 8,761,725 Common stock issuable 822,116 (482,116 ) 340,000 Additional paid-in-capital 11,377,123 182,116 11,559,239 Accumulated Deficit (12,482,281 ) 122,601 (12,359,680 ) Account 3/31/2021 As reported Adjustment 3/31/2021 Adjusted Common stock issuable 482,116 (482,116 ) 0 Additional paid-in-capital 25,810,147 182,116 25,992,263 Accumulated Deficit (13,123,609 ) 150,003 (12,973,606 ) |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |
SUMMARY OF BUSINESS AND SIGNI_3
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW | Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW June 30, 2022 June 30, 2021 Cash $ 2,979,769 $ 6,348,415 Restricted cash 1,417,635 484,350 Total cash and restricted cash $ 4,397,404 $ 6,832,765 |
SCHEDULE OF EARN OUT LIABILITY | SCHEDULE OF FAIR VALUE OF WARRANT COMMITMENT June 30, 2022 December 31, 2021 Stock price $ 2.11 $ 6.44 Volatility 105 % 90 % Time to expiry 4.51 5 Dividend yield 0 % 0 % Risk free rate 3.00 % 1.10 % |
SCHEDULE OF RECONCILES WARRANT COMMITMENT | The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Three and Six Months ended June 30, 2022 Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Beginning balance $ 37,652,808 $ - $ - $ 37,652,808 Initial recognition - 55,061,119 1,525,923 56,587,042 Unrealized (gain) loss 17,408,311 (31,980,437 ) (946,461 ) (15,518,587 ) Warrants exercised or transferred (55,061,119 ) (55,061,119 ) Ending balance, March 31, 2022 $ - $ 23,080,682 $ 579,462 $ 23,660,144 Unrealized gain - (12,322,737 ) (310,514 ) (12,633,251 ) Ending balance, June 30, 2022 - 10,757,945 268,948 11,026,893 Series B Warrant Commitment Total December 31, 2021 Series B Warrant Commitment Total Beginning balance $ - $ - Initial recognition 20,244,497 20,244,497 Unrealized gain 17,408,311 17,408,311 Ending balance $ 37,652,808 $ 37,652,808 |
SCHEDULE OF FAIR VALUE MEASUREMENTS | SCHEDULE OF FAIR VALUE MEASUREMENTS June 30, 2022 December 31, 2021 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement |
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE | SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE June 30, 2022 December 31, 2021 Beginning balance – January 1 $ 3,813,878 $ 2,931,418 Acquisitions and Settlements JP Kush Acquisition - 1,694,166 Barra Acquisition 600,000 - CCS Write-off - (81,368 ) Altruis partial settlement (84,473 ) (452,236 ) Montana final settlement (326,935 ) - Period adjustments: Fair value changes and accretion included in earnings * 354,963 (278,102 ) Ending balance $ 4,357,433 $ 3,813,878 Less: Current portion (3,683,596 ) (3,297,855 ) Ending balance, less current portion 673,837 516,023 * Recorded as a reduction to general and administrative expenses |
SCHEDULE OF DISAGGREGATION REVENUE | The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended June 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 184,851 $ - $ 184,851 USBA 12,319 - 12,319 CCS/UIS - 57,195 57,195 Montana 451,705 - 451,705 Fortman 357,334 205,804 563,138 Altruis 882,171 - 882,171 Kush 425,449 - 425,449 Medigap 1,359,976 - 1,359,976 Barra 69,925 200,397 270,322 $ 3,743,730 $ 463,396 $ 4,207,126 Six Months ended June 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 406,035 $ - $ 406,035 USBA 25,906 - 25,906 CCS/UIS - 101,077 101,077 Montana 958,426 - 958,426 Fortman 689,933 403,064 1,092,997 Altruis 2,187,043 - 2,187,043 Kush 864,040 - 864,040 Medigap 2,537,061 - 2,537,061 Barra 69,925 200,397 270,322 $ 7,738,369 $ 704,538 $ 8,442,907 Three Months ended June 30, 2021 Medical/Life Property and Casualty Total Regular EBS 207,201 - 207,201 USBA 15,395 - 15,395 CCS/UIS - 65,348 65,348 Montana 404,740 - 404,740 Fortman 276,634 226,337 502,971 Altruis 729,874 - 729,874 Kush 265,318 - 265,318 $ 1,899,162 $ 291,685 $ 2,190,847 Six Months ended June 30, 2021 Medical/Life Property and Casualty Total Regular EBS $ 416,195 $ - $ 416,195 USBA 27,620 - 27,620 CCS/UIS - 154,166 154,166 Montana 939,856 - 939,856 Fortman 526,435 434,109 960,544 Altruis 1,750,878 - 1,750,878 Kush 265,318 - 265,318 $ 3,926,302 $ 588,275 $ 4,514,577 |
SCHEDULE OF CONCENTRATIONS OF REVENUES | The following, are customers representing 10 SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier 2022 2021 For the three months ended June 30, Insurance Carrier 2022 2021 LTC Global 30 % - % Priority Health 20 % 31 % BlueCross BlueShield - % 28 % Insurance Carrier 2022 2021 For the six months ended June 30, Insurance Carrier 2022 2021 BlueCross BlueShield 10 % 25 % Priority Health 25 % 33 % LTC Global 28 % - % |
SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION | SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION Account 12/31/2020 As reported Adjustment 12/31/2020 Adjusted Earn-out liability 2,631,418 300,000 2,931,418 Goodwill 9,265,070 (503,345 ) 8,761,725 Common stock issuable 822,116 (482,116 ) 340,000 Additional paid-in-capital 11,377,123 182,116 11,559,239 Accumulated Deficit (12,482,281 ) 122,601 (12,359,680 ) Account 3/31/2021 As reported Adjustment 3/31/2021 Adjusted Common stock issuable 482,116 (482,116 ) 0 Additional paid-in-capital 25,810,147 182,116 25,992,263 Accumulated Deficit (13,123,609 ) 150,003 (12,973,606 ) |
Fair Value, Inputs, Level 3 [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
SCHEDULE OF EARN OUT LIABILITY | The Company values its Level 3 earn-out liability related to the Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY June 30, 2022 WACC Risk Premium: 14.6 % Volatility 50 % Credit Spread: 11 % Payment Delay (days) 90 % Risk free rate USD Yield Curve Discounting Convention: Mid-period Number of Iterations 100,000 |
STRATEGIC INVESTMENTS AND BUS_2
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Medigap Healthcare Insurance Company [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The preliminary allocation of the purchase price in connection with the acquisition of Medigap was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Property, plant and equipment $ 20,666 5 Right-of-use asset 317,787 Trade names 340,000 15 Customer relationships 4,550,000 12 Technology 67,000 3 Backlog 210,000 1 Chargeback reserve (1,484,473 ) Lease liability (317,787 ) Goodwill 19,199,008 Indefinite $ 22,902,201 |
SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION | SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION June 30, June 30, 2022 2021 Revenue $ 8,809,482 $ 7,071,329 Net Income (Loss) $ 19,849,175 $ (1,796,767 ) Earnings (Loss) per common share, basic $ 0.75 $ (0.19 ) Earnings (Loss) per common share, diluted $ (0.59 ) $ (0.19 ) |
Barra [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The preliminary allocation of the purchase price in connection with the acquisition of Barra was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Acquired accounts receivable $ 92,585 Property, plant and equipment 8,593 7 Right-of-use asset 122,984 Trade names 22,000 4 Customer relationships 550,000 10 Agency relationships 2,585,000 10 Developed technology 230,000 5 Lease liability (122,984 ) Goodwill 4,236,822 Indefinite $ 7,725,000 |
SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION | SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION June 30, June 30, 2022 2021 Revenue $ 8,990,529 $ 5,364,335 Net Income (Loss) $ 20,070,124 $ (1,527,038 ) Earnings (Loss) per common share, basic $ 0.76 $ (0.16 ) Earnings (Loss) per common share, diluted $ (0.58 ) $ (0.16 ) |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF IMPAIRMENT OF GOODWILL | SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2020 $ 8,761,725 Goodwill recognized in connection with Kush acquisition on May 1, 2021 $ 1,288,552 December 31, 2021 $ 10,050,277 Goodwill recognized in connection with Medigap acquisition on January 10, 2022 $ 19,199,008 Goodwill recognized in connection with Barra acquisition on April 26, 2022 4,236,822 June 30, 2022 $ 33,486,107 |
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD | The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of June 30, 2022: 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 4.9 $ 2,142,858 $ (804,020 ) $ 1,338,838 Internally developed software 4.5 1,326,158 (131,655 ) 1,194,503 Customer relationships 9.53 11,922,290 (1,517,174 ) 10,405,116 Purchased software - 562,327 (562,327 ) - Video Production Assets 0.6 50,000 (23,242 ) 26,758 Non-competition agreements 2.4 3,504,810 (1,827,590 ) 1,677,220 Contracts Backlog 0.5 210,000 (100,684 ) 109,316 $ 19,718,443 $ (4,966,692 ) $ 14,751,751 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2021: Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 3.5 $ 1,777,475 $ (609,822 ) $ 1,167,653 Internally developed software 4.7 595,351 (28,443 ) 566,908 Customer relationships 7.7 4,237,290 (1,048,726 ) 3,188,564 Purchased software 0.6 562,327 (452,985 ) 109,342 Video Production Assets 1.0 20,000 - 20,000 Non-competition agreements 2.9 3,504,809 (1,478,376 ) 2,026,433 $ 10,697,252 $ (3,618,352 ) $ 7,078,900 |
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS | The following table reflects expected amortization expense as of June 30, 2022, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2022 (remainder of year) $ 1,374,512 2023 2,461,552 2024 2,083,450 2025 1,703,824 2026 1,463,747 Thereafter 5,664,666 Total $ 14,751,751 |
LONG-TERM DEBT AND SHORT-TERM_2
LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Long-term Debt And Short-term Financings | |
SCHEDULE OF LONG TERM DEBT | The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT June 30, 2022 December 31, 2021 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 13,497 14,606 $ 455,391 $ 485,317 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, net of deferred financing costs of $ 16,351 17,626 738,547 785,826 Oak Street Funding LLC Term Loan for the acquisition of SWMT, net of deferred financing costs of $ 10,085 11,027 835,376 884,720 Oak Street Funding LLC Term Loan for the acquisition of FIS, net of deferred financing costs of $ 39,752 42,660 2,103,885 2,226,628 Oak Street Funding LLC Term Loan for the acquisition of ABC, net of deferred financing costs of $ 45,369 48,609 3,427,614 3,616,754 Oak Street Funding LLC Term Loan for the acquisition of Barra, net of deferred financing costs of $ 208,901 0 6,311,099 - 13,871,912 7,999,245 Less: current portion (936,263 ) (913,920 ) Long-term debt $ 12,935,649 $ 7,085,325 |
SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM LOANS AND CREDIT FACILITIES | SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM LOANS AND CREDIT FACILITIES Fiscal year ending December 31, Maturities of Long-Term Debt 2022 (remainder of year) $ 438,616 2023 1,228,897 2024 1,542,156 2025 1,656,383 2026 1,776,385 Thereafter 7,563,428 Total 14,205,865 Less: debt issuance costs (333,953 ) Total $ 13,871,912 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS | The calculations of basic and diluted EPS, are as follows: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS Three Months Three Months ended ended June 30, 2022 June 30, 2021 Net income (loss) $ 10,495,691 $ (1,276,886 ) Deemed dividend - - Net income (loss), numerator, basic computation 10,495,691 (1,276,886 ) Recognition and change in fair value of warrant liability (12,633,251 ) - Net income (loss), numerator, diluted computation $ (2,137,560 ) $ (1,276,886 ) Weighted average shares - denominator basic computation 18,738,290 10,934,489 Effect of stock awards 31,916 - Effect of Series B warrant liability Effect of preferred stock 2,219,084 - Weighted average shares, as adjusted - denominator diluted computation 20,989,290 10,934,489 Earnings (loss) per common share – basic $ 0.56 $ (0.12 ) Earnings (loss) per common share – diluted (0.10 ) (0.12 ) Six Months Six Months ended ended June 30, 2022 June 30, 2021 Net income (loss) $ 19,835,692 $ (1,890,812 ) Deemed dividend (6,930,335 ) - Net income (loss), numerator, basic computation 12,905,357 (1,890,812 ) Recognition and change in fair value of warrant liability (24,748,163 ) - Net income (loss), numerator, diluted computation $ (11,842,806 ) $ (1,890,812 ) Weighted average shares - denominator basic computation 17,238,285 9,259,738 Effect of stock awards 46,084 - Effect of Series B warrant liability 2,219,084 - Effect of preferred stock 631,276 - Weighted average shares, as adjusted - denominator diluted computation 20,134,729 9,259,738 Earnings (loss) per common share - basic $ 0.75 $ (0.20 ) Earnings (loss) per common share - diluted $ (0.59 ) $ (0.20 ) |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT | Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Year ending December 31, Operating Lease Obligations 2022 $ 303,256 2023 546,275 2024 253,908 2025 144,124 2026 113,738 Thereafter 268,202 Total undiscounted operating lease payments 1,629,503 Less: Imputed interest (169,978 ) Present value of operating lease liabilities $ 1,459,525 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF EARN-OUT LIABILITY | The following outlines changes to the Company’s earn-out liability balances inclusive of accumulated accretion for the respective period ended June 30, 2022 and December 31, 2021: SCHEDULE OF EARN-OUT LIABILITY CCS Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2021 $ - $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Changes due to acquisitions - - - - - 600,000 600,000 Changes due to payments (326,935 ) (84,473 ) (411,408 ) Changes due to fair value adjustments - 32,620 37,741 - 334,602 (50,000 ) 354,963 Ending balance June 30, 2022 $ - $ 547,928 $ 326,775 $ 908,395 $ 2,024,335 $ 550,000 $ 4,357,433 CCS Fortman Montana Altruis Kush Total Ending balance December 31, 2020 $ 81,368 $ 432,655 $ 522,553 $ 1,894,842 $ - $ 2,931,418 Changes due to business combinations - - - - 1,694,166 1,694,166 Changes due to payments - - - (452,236 ) - (452,236 ) Changes due to fair value adjustments - 82,653 93,416 (449,738 ) (4,433 ) (278,102 ) Changes due to write-offs (81,368 ) - - - - (81,368 ) Ending balance December 31, 2021 $ - $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ 3,813,878 |
SCHEDULE OF RESTRICTED CASH IN
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Accounting Policies [Abstract] | |||
Cash | $ 2,979,769 | $ 4,136,180 | $ 6,348,415 |
Restricted cash | 1,417,635 | $ 484,542 | 484,350 |
Total cash and restricted cash | $ 4,397,404 | $ 6,832,765 |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANT COMMITMENT (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate | 2.11 | 6.44 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate | 105 | 90 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding term | 4 years 6 months 3 days | 5 years |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate | 3 | 1.10 |
SCHEDULE OF RECONCILES WARRANT
SCHEDULE OF RECONCILES WARRANT COMMITMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||||
Beginning balance | $ 23,660,144 | $ 37,652,808 | $ 37,652,808 | |
Initial recognition | 56,587,042 | 20,244,497 | ||
Unrealized gain | (12,633,251) | (15,518,587) | 17,408,311 | |
Warrants exercised or transferred | (55,061,119) | |||
Ending balance | 11,026,893 | 23,660,144 | 11,026,893 | 37,652,808 |
Series B Warrant Commitment [Member] | ||||
Offsetting Assets [Line Items] | ||||
Beginning balance | 37,652,808 | 37,652,808 | ||
Initial recognition | 20,244,497 | |||
Unrealized gain | 17,408,311 | 17,408,311 | ||
Warrants exercised or transferred | (55,061,119) | |||
Ending balance | 37,652,808 | |||
Series B Warrant Liability [Member] | ||||
Offsetting Assets [Line Items] | ||||
Beginning balance | 23,080,682 | |||
Initial recognition | 55,061,119 | |||
Unrealized gain | (12,322,737) | (31,980,437) | ||
Ending balance | 10,757,945 | 23,080,682 | 10,757,945 | |
Placement Agent Warrants [Member] | ||||
Offsetting Assets [Line Items] | ||||
Beginning balance | 579,462 | |||
Initial recognition | 1,525,923 | |||
Unrealized gain | (310,514) | (946,461) | ||
Ending balance | $ 268,948 | $ 579,462 | $ 268,948 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - Fair Value, Inputs, Level 3 [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Valuation technique | Discounted cash flow | Discounted cash flow |
Significant unobservable input | Projected revenue and probability of achievement | Projected revenue and probability of achievement |
SCHEDULE OF EARN OUT LIABILITY
SCHEDULE OF EARN OUT LIABILITY (Details) | Jun. 30, 2022 Integer |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Risk free rate | USD Yield Curve |
Discounting Convention: | Mid-period |
Number of Iterations | 100,000 |
Measurement Input Risk Premium [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.146 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.50 |
Measurement Input, Credit Spread [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.11 |
Measurement Input Payment Delay [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.90 |
SCHEDULE OF GAIN OR LOSSES RECO
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance – January 1 | $ 3,813,878 | $ 2,931,418 | |
Ending balance | 4,357,433 | 3,813,878 | |
Less: Current portion | (3,683,596) | (3,297,855) | |
Ending balance, less current portion | 673,837 | 516,023 | |
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance – January 1 | 3,813,878 | 2,931,418 | |
Fair value changes and accretion included in earnings | [1] | 354,963 | (278,102) |
Ending balance | 4,357,433 | 3,813,878 | |
Fair Value, Inputs, Level 3 [Member] | J P Kush Acquisition [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Montana final settlement | 1,694,166 | ||
Fair Value, Inputs, Level 3 [Member] | Barra Acquisition [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Montana final settlement | 600,000 | ||
Fair Value, Inputs, Level 3 [Member] | C C S Writeoff [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Montana final settlement | (81,368) | ||
Fair Value, Inputs, Level 3 [Member] | Altruis Partial Settlement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Montana final settlement | (84,473) | (452,236) | |
Fair Value, Inputs, Level 3 [Member] | Montana Final Settlement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Montana final settlement | $ (326,935) | ||
[1]Recorded as a reduction to general and administrative expenses |
SCHEDULE OF DISAGGREGATION REVE
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 4,207,126 | $ 2,190,847 | $ 8,442,907 | $ 4,514,577 |
Employee Benefits, Solutions, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 184,851 | 207,201 | 406,035 | 416,195 |
US Benefits Alliance, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 12,319 | 15,395 | 25,906 | 27,620 |
Commercial Coverage Solutions LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 57,195 | 65,348 | 101,077 | 154,166 |
Southwestern Montana Financial Center, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 451,705 | 404,740 | 958,426 | 939,856 |
Fortman Insurance Services, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 563,138 | 502,971 | 1,092,997 | 960,544 |
Altruis Benefits Consulting, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 882,171 | 729,874 | 2,187,043 | 1,750,878 |
Kush [Member]. | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 425,449 | 265,318 | 864,040 | 265,318 |
Medigap [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 1,359,976 | 2,537,061 | ||
Barra [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 270,322 | 270,322 | ||
Medical/Life [Member] | Regular [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 3,743,730 | 1,899,162 | 7,738,369 | 3,926,302 |
Medical/Life [Member] | Regular [Member] | Employee Benefits, Solutions, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 184,851 | 207,201 | 406,035 | 416,195 |
Medical/Life [Member] | Regular [Member] | US Benefits Alliance, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 12,319 | 15,395 | 25,906 | 27,620 |
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 | 451,705 | 404,740 | 958,426 | 939,856 |
Medical/Life [Member] | Regular [Member] | Fortman Insurance Services, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 357,334 | 276,634 | 689,933 | 526,435 |
Medical/Life [Member] | Regular [Member] | Altruis Benefits Consulting, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 882,171 | 729,874 | 2,187,043 | 1,750,878 |
Medical/Life [Member] | Regular [Member] | Kush [Member]. | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 425,449 | 265,318 | 864,040 | 265,318 |
Medical/Life [Member] | Regular [Member] | Medigap [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 1,359,976 | 2,537,061 | ||
Medical/Life [Member] | Regular [Member] | Barra [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 69,925 | 69,925 | ||
Medical/Life [Member] | Property and Casualty [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 463,396 | 291,685 | 704,538 | 588,275 |
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 | 57,195 | 65,348 | 101,077 | 154,166 |
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 | 205,804 | 226,337 | 403,064 | 434,109 |
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] | Medigap [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | ||||
Property and Casualty [Member] | Regular [Member] | Barra [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 200,397 | $ 200,397 |
SCHEDULE OF CONCENTRATIONS OF R
SCHEDULE OF CONCENTRATIONS OF REVENUES (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
LTC Global [Member] | ||||
Product Information [Line Items] | ||||
LTC Global | 30% | 28% | ||
Priority Health [Member] | ||||
Product Information [Line Items] | ||||
LTC Global | 20% | 31% | 25% | 33% |
BlueCross BlueShield [Member] | ||||
Product Information [Line Items] | ||||
LTC Global | 28% | 10% | 25% |
SUMMARIZES THE CHANGES TO THE P
SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Earn-out liability | $ 1,072,294 | $ 1,024,831 | $ 2,931,418 | |
Goodwill | 33,486,107 | 10,050,277 | 8,761,725 | |
Common stock issuable | $ 0 | 340,000 | ||
Additional paid-in-capital | 34,294,708 | 26,451,187 | 25,992,263 | 11,559,239 |
Accumulated Deficit | $ (13,622,454) | $ (33,458,145) | (12,973,606) | (12,359,680) |
Previously Reported [Member] | ||||
Earn-out liability | 2,631,418 | |||
Goodwill | 9,265,070 | |||
Common stock issuable | 482,116 | 822,116 | ||
Additional paid-in-capital | 25,810,147 | 11,377,123 | ||
Accumulated Deficit | (13,123,609) | (12,482,281) | ||
Revision of Prior Period, Adjustment [Member] | ||||
Earn-out liability | 300,000 | |||
Goodwill | (503,345) | |||
Common stock issuable | (482,116) | (482,116) | ||
Additional paid-in-capital | 182,116 | 182,116 | ||
Accumulated Deficit | $ 150,003 | $ 122,601 |
SUMMARY OF BUSINESS AND SIGNI_4
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jan. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | |||||||||
Cash and restricted cash | $ 4,397,000 | $ 4,397,000 | |||||||
Current asset | 6,100,803 | 6,100,803 | $ 7,981,501 | ||||||
Current liabilities | 9,469,766 | 9,469,766 | 44,981,252 | ||||||
Working capital deficit | 3,369,000 | 3,369,000 | |||||||
Stockholders' equity | 21,928,443 | $ 11,252,333 | $ 12,913,545 | $ 13,957,299 | 21,928,443 | $ 12,913,545 | $ (26,066,129) | $ (63,012) | |
Operating loss | 1,944,797 | 1,104,790 | 4,342,963 | 1,589,645 | |||||
Recognition and change in fair value of warrant liabilities | 12,633,251 | 24,479,215 | |||||||
Net income | $ 10,495,691 | $ 9,340,000 | $ (1,276,886) | $ (613,926) | 19,835,692 | (1,890,812) | |||
Cash flows from operations activites | 1,311,411 | 1,493,252 | |||||||
Netproceeds from private placement issuance of shares and warrants | $ 17,853,000 | (17,853,351) | |||||||
Undiscounted remaining earn out payments | $ 4,697,644 | ||||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer [Member] | |||||||||
Product Information [Line Items] | |||||||||
Concentration Risk, Percentage | 10% |
SCHEDULE OF ALLOCATION OF PURCH
SCHEDULE OF ALLOCATION OF PURCHASE PRICE (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful life | 9 years 6 months 10 days | 7 years 8 months 12 days |
Medigap Healthcare Insurance Company [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 22,902,201 | |
Medigap Healthcare Insurance Company [Member] | Property, Plant and Equipment [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 20,666 | |
Weighted average useful life | 5 years | |
Medigap Healthcare Insurance Company [Member] | Right of use asset [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 317,787 | |
Medigap Healthcare Insurance Company [Member] | Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 340,000 | |
Weighted average useful life | 15 years | |
Medigap Healthcare Insurance Company [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 4,550,000 | |
Weighted average useful life | 12 years | |
Medigap Healthcare Insurance Company [Member] | Technology-Based Intangible Assets [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 67,000 | |
Weighted average useful life | 3 years | |
Medigap Healthcare Insurance Company [Member] | Back log [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 210,000 | |
Weighted average useful life | 1 year | |
Medigap Healthcare Insurance Company [Member] | Chargeback reserve [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ (1,484,473) | |
Medigap Healthcare Insurance Company [Member] | Lease liability [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | (317,787) | |
Medigap Healthcare Insurance Company [Member] | Goodwill [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 19,199,008 | |
Weighted average useful life description | Indefinite | |
Barra [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 7,725,000 | |
Barra [Member] | Property, Plant and Equipment [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 8,593 | |
Weighted average useful life | 7 years | |
Barra [Member] | Right of use asset [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 122,984 | |
Barra [Member] | Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 22,000 | |
Weighted average useful life | 4 years | |
Barra [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 550,000 | |
Weighted average useful life | 10 years | |
Barra [Member] | Lease liability [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ (122,984) | |
Barra [Member] | Goodwill [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 4,236,822 | |
Weighted average useful life description | Indefinite | |
Barra [Member] | Acquired Accounts Receivable [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 92,585 | |
Barra [Member] | Agency Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 2,585,000 | |
Weighted average useful life | 10 years | |
Barra [Member] | Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Purchase consideration allocated | $ 230,000 | |
Weighted average useful life | 5 years |
SCHEDULE OF PRO FORMA INFORMATI
SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Medigap Healthcare Insurance Company [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 8,809,482 | $ 7,071,329 |
Net Income (Loss) | $ 19,849,175 | $ (1,796,767) |
Earnings (Loss) per common share, basic | $ 0.75 | $ (0.19) |
Earnings (Loss) per common share, diluted | $ (0.59) | $ (0.19) |
Barra [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 8,990,529 | $ 5,364,335 |
Net Income (Loss) | $ 20,070,124 | $ (1,527,038) |
Earnings (Loss) per common share, basic | $ 0.76 | $ (0.16) |
Earnings (Loss) per common share, diluted | $ (0.58) | $ (0.16) |
STRATEGIC INVESTMENTS AND BUS_3
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS (Details Narrative) | 6 Months Ended | ||||
Apr. 26, 2022 USD ($) | Jan. 10, 2022 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 33,486,107 | $ 10,050,277 | $ 8,761,725 | ||
APA [Member] | Barra and Associates LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Asset Acquisition, Consideration Transferred | $ 7,725,000 | ||||
Working capital | 6,520,000 | ||||
APA [Member] | Barra and Associates LLC [Member] | Paid at closing [Member] | |||||
Business Acquisition [Line Items] | |||||
Asset Acquisition, Consideration Transferred | 6,000,000 | ||||
APA [Member] | Barra and Associates LLC [Member] | Payable in six months [Member] | |||||
Business Acquisition [Line Items] | |||||
Asset Acquisition, Consideration Transferred | 1,125,000 | ||||
APA [Member] | Barra and Associates LLC [Member] | Payable over two years [Member] | |||||
Business Acquisition [Line Items] | |||||
Asset Acquisition, Consideration Transferred | $ 600,000 | ||||
Measurement Input Royalty Rate [Member] | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, measurement input | 0.5 | ||||
Measurement Input, Discount Rate [Member] | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, measurement input | 11 | ||||
Measurement Input, Discount Rate [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, measurement input | 11 | ||||
Measurement Input, Discount Rate [Member] | Back log [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, measurement input | 11 | ||||
Measurement Input, Discount Rate [Member] | Developed Technology [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, measurement input | 28.6 | ||||
Measurement Input Obsolescence Rate [Member] | Technology-Based Intangible Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, measurement input | 40.3 | ||||
Medigap Healthcare Insurance Company [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination bargain purchase gain recognized amount | $ 20,096,250 | ||||
Payments to acquire businesses gross | $ 18,138,750 | ||||
Issuance of shares acquistions | shares | 606,037 | ||||
Goodwill | $ 19,199,008 | ||||
Acquisition Costs | 94,065 | ||||
Revenue from acquired entity | 2,537,061 | ||||
Shares issued upon termination of employee | 412,943 | ||||
Barra [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 4,236,822 | ||||
Acquisition Costs | 72,793 | ||||
Revenue from acquired entity | 270,321 | ||||
Shares issued upon termination of employee | $ 38,698 | ||||
Barra [Member] | Measurement Input, Discount Rate [Member] | Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, measurement input | 19.5 | ||||
Barra [Member] | Measurement Input, Discount Rate [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, measurement input | 19.5 |
SCHEDULE OF IMPAIRMENT OF GOODW
SCHEDULE OF IMPAIRMENT OF GOODWILL (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Goodwill | $ 10,050,277 | $ 8,761,725 |
Goodwill acquired during period | 1,288,552 | |
Goodwill, Ending Balance | 33,486,107 | $ 10,050,277 |
Medigap Healthcare Insurance Company [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired during period | 19,199,008 | |
Goodwill, Ending Balance | 19,199,008 | |
Barra [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired during period | 4,236,822 | |
Goodwill, Ending Balance | $ 4,236,822 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 19,718,443 | $ 10,697,252 |
Accumulated amortization | (4,966,692) | (3,618,352) |
Net carrying amount | $ 14,751,751 | $ 7,078,900 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 4 years 10 months 24 days | 3 years 6 months |
Gross carrying amount | $ 2,142,858 | $ 1,777,475 |
Accumulated amortization | (804,020) | (609,822) |
Net carrying amount | $ 1,338,838 | $ 1,167,653 |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 4 years 6 months | 4 years 8 months 12 days |
Gross carrying amount | $ 1,326,158 | $ 595,351 |
Accumulated amortization | (131,655) | (28,443) |
Net carrying amount | $ 1,194,503 | $ 566,908 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 9 years 6 months 10 days | 7 years 8 months 12 days |
Gross carrying amount | $ 11,922,290 | $ 4,237,290 |
Accumulated amortization | (1,517,174) | (1,048,726) |
Net carrying amount | $ 10,405,116 | $ 3,188,564 |
Purchased Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 7 months 6 days | |
Gross carrying amount | $ 562,327 | $ 562,327 |
Accumulated amortization | (562,327) | (452,985) |
Net carrying amount | $ 109,342 | |
Video Production Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 7 months 6 days | 1 year |
Gross carrying amount | $ 50,000 | $ 20,000 |
Accumulated amortization | (23,242) | |
Net carrying amount | $ 26,758 | $ 20,000 |
Non-competition Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 2 years 4 months 24 days | 2 years 10 months 24 days |
Gross carrying amount | $ 3,504,810 | $ 3,504,809 |
Accumulated amortization | (1,827,590) | (1,478,376) |
Net carrying amount | $ 1,677,220 | $ 2,026,433 |
Contracts backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 6 months | |
Gross carrying amount | $ 210,000 | |
Accumulated amortization | (100,684) | |
Net carrying amount | $ 109,316 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remainder of year) | $ 1,374,512 | |
2023 | 2,461,552 | |
2024 | 2,083,450 | |
2025 | 1,703,824 | |
2026 | 1,463,747 | |
Thereafter | 5,664,666 | |
Total | $ 14,751,751 | $ 7,078,900 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill | $ 33,486,107 | $ 10,050,277 | $ 8,761,725 |
Revision of Prior Period, Adjustment [Member] | |||
Goodwill | (503,345) | ||
Previously Reported [Member] | |||
Goodwill | $ 9,265,070 |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CCS [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net of deferred financing cost | $ 16,351 | $ 17,626 |
EBS and USBA [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net of deferred financing cost | 13,497 | 14,606 |
SWMT [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net of deferred financing cost | 10,085 | 11,027 |
FIS [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net of deferred financing cost | 39,752 | 42,660 |
ABC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net of deferred financing cost | 45,369 | 48,609 |
Barra [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net of deferred financing cost | $ 208,901 | $ 0 |
SCHEDULE OF LONG TERM DEBT (D_2
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Long term debt | $ 13,871,912 | $ 7,999,245 |
Current portion of long-term debt | (936,263) | (913,920) |
Long term debt, excluding current maturities | 12,935,649 | 7,085,325 |
CCS [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Long term debt | 738,547 | 785,826 |
EBS and USBA [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Long term debt | 455,391 | 485,317 |
SWMT [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Long term debt | 835,376 | 884,720 |
FIS [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Long term debt | 2,103,885 | 2,226,628 |
ABC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Long term debt | 3,427,614 | 3,616,754 |
Barra [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Long term debt | $ 6,311,099 |
SCHEDULE OF CUMULATIVE MATURITI
SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM LOANS AND CREDIT FACILITIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Long-term Debt And Short-term Financings | ||
2022 (remainder of year) | $ 438,616 | |
2023 | 1,228,897 | |
2024 | 1,542,156 | |
2025 | 1,656,383 | |
2026 | 1,776,385 | |
Thereafter | 7,563,428 | |
Total | 14,205,865 | |
Less: debt issuance costs | (333,953) | |
Total | $ 13,871,912 | $ 7,999,245 |
LONG-TERM DEBT AND SHORT-TERM_3
LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Notes Payable | $ 42,894 | $ 4,456 |
Directors and Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.51% | 7.95% |
Amortization of Debt Discount (Premium) | $ 417,199 | $ 0 |
Debt Instrument, Face Amount | $ 376,647 | $ 0 |
WARRANT LIABILITIES (Details Na
WARRANT LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jan. 05, 2022 | Dec. 23, 2021 | Mar. 31, 2022 | Jan. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | |
Common stock par value | $ 0.086 | $ 0.086 | $ 0.086 | |||||||||
Preferred stock par value | $ 0.086 | $ 0.086 | $ 0.086 | |||||||||
Unrealized losses | $ 17,652,808 | |||||||||||
Unrealized gain | $ 12,322,737 | |||||||||||
Unrealized gain | 24,748,163 | |||||||||||
Derivative liability | $ 23,660,144 | $ 11,026,893 | $ 23,660,144 | 11,026,893 | 37,652,808 | |||||||
Derivative liability measured at fair value | 1,525,923 | |||||||||||
Unrealized gain | (12,633,251) | (15,518,587) | 17,408,311 | |||||||||
Series B Warrant Liability [Member] | ||||||||||||
Derivative liability | $ 23,080,682 | 10,757,945 | 23,080,682 | 10,757,945 | ||||||||
Unrealized gain | (12,322,737) | $ (31,980,437) | ||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Common stock par value | $ 0.086 | |||||||||||
Aggregate purchase price of common shares, preferred shares and warrants | $ 20,000,000 | |||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | ||||||||||||
Warrant issued | 244,539 | |||||||||||
Warrant exercise price | $ 4.09 | |||||||||||
Derivative liability | 268,948 | 268,948 | ||||||||||
Warrant term | 5 years | |||||||||||
Derivative liability measured at fair value | $ 1,525,923 | |||||||||||
Unrealized gain | $ 310,514 | $ 268,948 | ||||||||||
Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||
Shares converted | 9,076 | |||||||||||
Preferred stock par value | 0.086 | |||||||||||
Share price per share | 1,000 | |||||||||||
Preferred stock conversion price | 4.09 | |||||||||||
Common Stock [Member] | ||||||||||||
Number of shares issued | 6,000 | 2,670,892 | 1,800,000 | |||||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||||
Number of shares issued | 2,670,892 | |||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Warrant exercise price | $ 4.09 | |||||||||||
Number of shares issued | 2,670,892 | |||||||||||
Shares converted | 2,219,084 | |||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||
Warrant issued | 9,779,952 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Mar. 31, 2022 | Jan. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | May 31, 2022 | May 01, 2022 | Apr. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||||||
Preferred stock shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||
Preferred stock, par value | $ 0.086 | $ 0.086 | $ 0.086 | ||||||||
Preferred stock shares issued | 9,076 | 9,076 | 9,076 | 0 | |||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||
Common stock, at par value | $ 0.086 | $ 0.086 | $ 0.086 | ||||||||
Common stock, shares outstanding | 14,614,038 | 14,614,038 | 10,956,109 | ||||||||
Issuance of shares | $ 20,000,051 | $ 9,109,148 | |||||||||
Three Employees [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares Granted, Value, Share-Based Payment Arrangement, after Forfeiture | $ 766,250 | ||||||||||
Share based compensation expense | $ 100,000 | 766,250 | |||||||||
Medigap Acquisition [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares, acquisitions | 606,037 | ||||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued | 6,000 | 2,670,892 | 1,800,000 | ||||||||
Stock issued during period, shares, acquisitions | 606,037 | 14,925 | |||||||||
Exercise of Series A warrants, shares | 375,000 | ||||||||||
Number of shares converted | 375,000 | (3,276,929) | |||||||||
Vesting of stock award | 6,000 | ||||||||||
Class of common stock warrant | 60,000 | ||||||||||
Share based compensation expense | $ 70,721 | 70,721 | |||||||||
Issuance of shares | $ 229,694 | $ 154,800 | $ 178,200 | ||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued | 2,670,892 | ||||||||||
Series A Warrant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Exercise of Series A warrants, shares | 375,000 | 1,695,000 | |||||||||
Warrant exercise price | $ 6.60 | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock shares authorized | 245 | 245 | |||||||||
Series C Prepaid Warrants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price | $ 0.001 | $ 0.001 | |||||||||
Number of shares converted | 3,276,929 | ||||||||||
Class of common stock warrant | 3,276,929 | 3,276,929 | 3,276,929 | 3,276,929 | 3,276,929 | ||||||
Series C Prepaid Warrants [Member] | Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Class of common stock warrant | 3,276,929 | 3,276,929 | 3,276,929 | 3,276,929 | |||||||
Proceeds from issuance of debt | $ 1,336 | ||||||||||
Series D Prepaid Warrants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares converted | 1,222,497 | ||||||||||
Class of common stock warrant | 1,222,498 |
SCHEDULE OF CALCULATIONS OF BAS
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||
Net income (loss) | $ 10,495,691 | $ 9,340,000 | $ (1,276,886) | $ (613,926) | $ 19,835,692 | $ (1,890,812) |
Deemed dividend | (6,930,335) | |||||
Net income (loss), numerator, basic computation | 10,495,691 | (1,276,886) | 12,905,357 | (1,890,812) | ||
Recognition and change in fair value of warrant liability | (12,633,251) | (24,748,163) | ||||
Net income (loss), numerator, diluted computation | $ (2,137,560) | $ (1,276,886) | $ (11,842,806) | $ (1,890,812) | ||
Weighted average shares - denominator basic computation | 18,738,290 | 10,934,489 | 17,238,285 | 9,259,738 | ||
Effect of stock awards | 31,916 | 46,084 | ||||
Effect of Series B warrant liability | $ 2,219,084 | |||||
Effect of preferred stock | 2,219,084 | 631,276 | ||||
Weighted average shares, as adjusted - denominator diluted computation | 20,989,290 | 10,934,489 | 20,134,729 | 9,259,738 | ||
Earnings (loss) per common share - basic | $ 0.56 | $ (0.12) | $ 0.75 | $ (0.20) | ||
Earnings (loss) per common share - diluted | $ (0.10) | $ (0.12) | $ (0.59) | $ (0.20) |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Stock conversion basis description | 10 for 1 basis | ||
Antidilutive shares Issued and Outstanding | 163,925 | 163,925 | |
Vested stock awards | 200,820 | ||
Non-vested stock awards | 31,916 | 46,084 | |
Issuance of Series D Warrants | $ 6,930,335 | ||
Series B Warrant Liability [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive shares | 631,276 | ||
Series A Warrants [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Warrant shares issued | 1,695,000 | 1,695,000 | |
Warrant shares outstanding | 1,695,000 | 1,695,000 | |
Share-Based Payment Arrangement, Option [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive shares | 163,925 | 163,913 | |
Series A Preferred Stock [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive shares | 9,076 | 1,167 | |
Series C Prepaid Warrants [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive shares | 1,676,737 | 2,743,896 | |
Stock Issued During Period, Shares, Conversion of Units | 3,276,929 | ||
Series D Prepaid Warrants [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Stock Issued During Period, Shares, Conversion of Units | 1,222,497 | ||
Issuance of Series D Warrants | $ 0 | $ 6,930,335 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details) | Jun. 30, 2022 USD ($) |
Leases | |
2022 | $ 303,256 |
2023 | 546,275 |
2024 | 253,908 |
2025 | 144,124 |
2026 | 113,738 |
Thereafter | 268,202 |
Total undiscounted operating lease payments | 1,629,503 |
Less: Imputed interest | (169,978) |
Present value of operating lease liabilities | $ 1,459,525 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases | ||||
Operating Lease, Expense | $ 156,750 | $ 43,931 | $ 275,174 | $ 112,199 |
Weighted average remaining lease term | 4 years 3 days | 4 years 3 days | ||
Weighted average discount rate | 5.76% | 5.76% |
SCHEDULE OF EARN-OUT LIABILITY
SCHEDULE OF EARN-OUT LIABILITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | $ 3,813,878 | $ 2,931,418 |
Changes due to acquisitions | 600,000 | |
Changes due to payments | (411,408) | (452,236) |
Changes due to fair value adjustments | 354,963 | (278,102) |
Ending balance | 4,357,433 | 3,813,878 |
Changes due to business combinations | 1,694,166 | |
Changes due to write-offs | (81,368) | |
Commercial Solutions Of Insurance Agency LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 81,368 | |
Changes due to acquisitions | ||
Changes due to payments | ||
Changes due to fair value adjustments | ||
Ending balance | ||
Changes due to business combinations | ||
Changes due to write-offs | (81,368) | |
Fortman Insurance Agency LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 515,308 | 432,655 |
Changes due to acquisitions | ||
Changes due to payments | ||
Changes due to fair value adjustments | 32,620 | 82,653 |
Ending balance | 547,928 | 515,308 |
Changes due to business combinations | ||
Changes due to write-offs | ||
Southwestern Montana Insurance Center Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 615,969 | 522,553 |
Changes due to acquisitions | ||
Changes due to payments | (326,935) | |
Changes due to fair value adjustments | 37,741 | 93,416 |
Ending balance | 326,775 | 615,969 |
Changes due to business combinations | ||
Changes due to write-offs | ||
Altruis Benefits Consultants Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 992,868 | 1,894,842 |
Changes due to acquisitions | ||
Changes due to payments | (84,473) | (452,236) |
Changes due to fair value adjustments | (449,738) | |
Ending balance | 908,395 | 992,868 |
Changes due to business combinations | ||
Changes due to write-offs | ||
JP Kush and Associates Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 1,689,733 | |
Changes due to acquisitions | ||
Changes due to payments | ||
Changes due to fair value adjustments | 334,602 | (4,433) |
Ending balance | 2,024,335 | 1,689,733 |
Changes due to business combinations | 1,694,166 | |
Changes due to write-offs | ||
Barra [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | ||
Changes due to acquisitions | 600,000 | |
Changes due to fair value adjustments | (50,000) | |
Ending balance | $ 550,000 |