Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
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 Lakewood | |
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 | 18,054,469 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | RELI | |
Security Exchange Name | NASDAQ | |
Series A Warrants | ||
Title of 12(b) Security | Series A Warrants | |
Trading Symbol | RELIW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,615,054 | $ 4,136,180 |
Restricted cash | 1,409,562 | 484,542 |
Accounts receivable | 1,025,120 | 1,024,831 |
Accounts receivable, related parties | 1,159 | 7,131 |
Note receivables | ||
Other receivables | 37,674 | |
Prepaid expense and other current assets | 399,506 | 2,328,817 |
Total current assets | 4,488,075 | 7,981,501 |
Property and equipment, net | 199,030 | 130,359 |
Right-of-use assets | 1,327,361 | 1,067,734 |
Investment in NSURE, Inc. | 1,350,000 | 1,350,000 |
Intangibles, net | 14,359,973 | 7,078,900 |
Goodwill | 33,486,107 | 10,050,277 |
Other non-current assets | 23,284 | 16,792 |
Total assets | 55,233,830 | 27,675,563 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 1,221,583 | 2,759,160 |
Other payables | 1,241,341 | 81,500 |
Chargeback reserve | 1,350,533 | |
Short term Financing Agreements | 309,993 | |
Current portion of long-term debt | 1,026,541 | 913,920 |
Current portion of leases payable | 538,018 | 276,009 |
Earn-out liability, current portion | 2,283,380 | 3,297,855 |
Warrant commitment | 37,652,808 | |
Total current liabilities | 7,971,389 | 44,981,252 |
Loans payable, related parties, less current portion | 1,679,560 | 353,766 |
Long term debt, less current portion | 12,640,673 | 7,085,325 |
Leases payable, less current portion | 833,395 | 805,326 |
Earn-out liability, less current portion | 635,647 | 516,023 |
Warrant liabilities | 3,107,578 | |
Total liabilities | 26,868,242 | 53,741,692 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of September 30, 2022 and December 31, 2021 | ||
Common stock, $0.086 par value; 2,000,000,000 shares authorized and 18,054,469 and 10,956,109 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 1,551,358 | 940,829 |
Additional paid-in capital | 34,314,591 | 26,451,187 |
Stock subscription receivable | (20,000,000) | |
Accumulated deficit | (7,500,361) | (33,458,145) |
Total stockholders’ equity (deficit) | 28,365,588 | (26,066,129) |
Total liabilities and stockholders’ equity (deficit) | $ 55,233,830 | $ 27,675,563 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.086 | $ 0.086 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 18,054,469 | 10,956,109 |
Common stock, shares outstanding | 18,054,469 | 10,956,109 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Commission income | $ 4,153,361 | $ 2,581,636 | $ 12,596,268 | $ 7,096,213 |
Total revenue | 4,153,361 | 2,581,636 | 12,596,268 | 7,096,213 |
Operating expenses | ||||
Commission expense | 862,857 | 660,708 | 2,617,140 | 1,748,451 |
Salaries and wages | 2,114,730 | 1,188,267 | 6,373,697 | 3,217,441 |
General and administrative expenses | 1,253,097 | 755,130 | 5,465,384 | 2,961,881 |
Marketing and advertising | 726,115 | 65,010 | 1,922,520 | 143,110 |
Depreciation and amortization | 713,444 | 387,729 | 2,077,372 | 1,090,183 |
Total operating expenses | 5,670,243 | 3,056,844 | 18,456,113 | 9,161,066 |
Loss from operations | (1,516,882) | (475,208) | (5,859,845) | (2,064,853) |
Other income (expense) | ||||
Other expense, net | (280,340) | (120,025) | (580,900) | (421,192) |
Recognition and change in fair value of warrant liabilities | 7,919,315 | 32,398,530 | ||
Total other income (expense) | 7,638,975 | (120,025) | 31,817,630 | (421,192) |
Net income (loss) | $ 6,122,093 | $ (595,233) | $ 25,957,785 | $ (2,486,045) |
Basic earnings (loss) per share | $ 0.35 | $ (0.05) | $ 1.10 | $ (0.25) |
Diluted earnings (loss) per share | $ (0.10) | $ (0.05) | $ (0.78) | $ (0.25) |
Weighted average number of shares outstanding - Basic | 17,424,267 | 10,944,439 | 17,320,146 | 9,809,092 |
Weighted average number of shares outstanding - Diluted | 17,424,267 | 10,944,439 | 17,320,146 | 9,809,092 |
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 | ||||
Shares issued due to public offering, shares | 1,800,000 | ||||||
Net income (loss) | (613,926) | (613,926) | |||||
Shares issued for services | $ 1,290 | 89,760 | 91,050 | ||||
Shares issued for services, shares | 15,000 | ||||||
Over-allotment shares from offering, net of offering costs of $250,928 | $ 23,220 | 1,343,153 | 1,366,373 | ||||
Over-allotment shares from offering, shares | 270,000 | ||||||
Warrants sold during public offering at quoted price | 20,700 | 20,700 | |||||
Shares issued due to conversion of preferred stock | $ (33,812) | $ 339,264 | (305,452) | ||||
Shares issued due to conversion of preferred stock, shares | (394,493) | 3,944,930 | |||||
Shares issued due to conversion of debt | $ 54,467 | 3,745,533 | 3,800,000 | ||||
Shares issued due to conversion of debt, shares | 633,333 | ||||||
Rounding shares related to initial public offering | |||||||
Rounding shares related to initial public offering, shares | 1,885 | (3) | |||||
Shares issued pursuant to software purchase | $ 1,984 | $ (340,000) | 338,016 | ||||
Shares issued pursuant to software purchase, shares | 23,338 | (23,338) | |||||
Ending balance, value at Mar. 31, 2021 | $ 100 | $ 938,542 | 25,992,263 | (12,973,606) | 13,957,299 | ||
Ending 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 income (loss) | (2,486,045) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 100 | $ 939,826 | 26,370,336 | (14,845,725) | 12,464,537 | ||
Ending balance, shares at Sep. 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 | ||||
Shares issued pursuant to acquisition of Kush, shares | 14,925 | ||||||
Net income (loss) | (1,276,886) | (1,276,886) | |||||
Rounding shares related to initial public offering | |||||||
Rounding shares related to initial public offering, shares | 20 | ||||||
Ending balance, shares at Jun. 30, 2021 | 1,167 | 10,944,439 | |||||
Beginning balance, value at May. 31, 2021 | $ 100 | $ 939,826 | 26,224,111 | (14,250,492) | 12,913,545 | ||
Share based compensation | 146,225 | 146,225 | |||||
Shares issued pursuant to acquisition of Kush | |||||||
Net income (loss) | (595,233) | (595,233) | |||||
Rounding shares related to initial public offering | |||||||
Ending balance, value at Sep. 30, 2021 | $ 100 | $ 939,826 | 26,370,336 | (14,845,725) | 12,464,537 | ||
Ending balance, shares at Sep. 30, 2021 | 1,167 | 10,944,439 | |||||
Beginning balance, shares at Jun. 30, 2021 | 1,167 | 10,944,439 | |||||
Net income (loss) | (595,233) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 100 | $ 939,826 | 26,370,336 | (14,845,725) | 12,464,537 | ||
Ending balance, shares at Sep. 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 | ||
Shares issued due to public offering, shares | 9,076 | 2,670,892 | |||||
Shares issued pursuant to acquisition of Kush | $ 52,119 | 4,711,332 | 4,763,451 | ||||
Shares issued pursuant to acquisition of Kush, 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 income (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 | ||
Ending 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 income (loss) | 25,957,785 | ||||||
Ending balance, value at Sep. 30, 2022 | $ 1,551,358 | 34,314,591 | (7,500,361) | 28,365,588 | |||
Ending balance, shares at Sep. 30, 2022 | 18,054,469 | ||||||
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 income (loss) | 10,495,691 | 10,495,691 | |||||
Issuance of common stock for conversion of Series C warrants | $ 281,815 | (280,479) | 1,336 | ||||
Issuance of common stock for conversion of Series C warrants, shares | 3,276,929 | ||||||
Ending balance, value at Jun. 30, 2022 | $ 781 | $ 1,255,408 | 34,294,708 | (13,622,454) | 21,928,443 | ||
Ending balance, shares at Jun. 30, 2022 | 9,076 | 14,614,038 | |||||
Share based compensation | 314,257 | 314,257 | |||||
Net income (loss) | 6,122,093 | 6,122,093 | |||||
Issuance of common stock for conversion of Series D warrants | $ 105,100 | (104,305) | 795 | ||||
Issuance of common stock for conversion of Series D warrants, shares | 1,221,347 | ||||||
Shares issued due to conversion of preferred stock | $ (781) | $ 190,850 | (190,069) | ||||
Shares issued due to conversion of preferred stock, shares | (9,076) | 2,219,084 | |||||
Ending balance, value at Sep. 30, 2022 | $ 1,551,358 | $ 34,314,591 | $ (7,500,361) | $ 28,365,588 | |||
Ending balance, shares at Sep. 30, 2022 | 18,054,469 |
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 ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 25,957,785 | $ (2,486,045) |
Adjustment to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 2,077,372 | 1,090,183 |
Amortization of debt issuance costs and accretion of debt discount | 28,702 | 37,822 |
Non-cash lease expense | 30,451 | 2,331 |
Stock compensation expense | 1,233,300 | 667,373 |
Earn-out fair value and write-off adjustments | 132,445 | |
Recognition and change in fair value of warrant liabilities | (32,398,530) | |
Change in operating assets and liabilities: | ||
Accounts payables and other accrued liabilities | (1,541,037) | (314,045) |
Accounts receivable | 92,297 | (87,058) |
Accounts receivable, related parties | 5,972 | (7,131) |
Other receivables | (37,674) | 3,825 |
Other payables | 34,841 | (112) |
Charge back reserve | (133,940) | |
Other non-current assets | (6,492) | (14,992) |
Prepaid expense and other current assets | 2,346,510 | (196,471) |
Net cash used in operating activities | (2,177,998) | (1,304,320) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (67,906) | (24,257) |
Business acquisitions, net of cash acquired | (24,138,750) | (1,608,586) |
Purchase of intangibles | (775,953) | (331,054) |
Net cash used in investing activities | (24,982,609) | (1,963,897) |
Cash flows from financing activities: | ||
Principal repayments of debt | (663,016) | (663,907) |
Proceeds from loan for business acquisition | 6,520,000 | |
Payment of debt issuance costs | (214,257) | |
Payments on earn-out liabilities | (1,627,296) | (452,236) |
Proceeds from loans payable, related parties | 1,500,000 | 2,931 |
Payments of loans payable, related parties | (174,206) | (504,899) |
Proceeds from exercise of warrants into common stock | 2,477,131 | |
Repayments on short-term financing | (107,206) | |
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 | 25,564,501 | 8,878,110 |
Net (decrease) increase in cash and restricted cash | (1,596,106) | 5,609,893 |
Cash and restricted cash at beginning of period | 4,620,722 | 529,581 |
Cash and restricted cash at end of period | 3,024,616 | 6,139,474 |
Supplemental disclosure of cash and non-cash investing and financing transactions: | ||
Cash paid for interest | 562,800 | 350,175 |
Issuance of series D warrants | 6,930,335 | |
Issuance of placement agent warrants | 1,525,923 | |
Prepaid insurance acquired through short-term financing | 417,199 | |
Conversion of preferred stock into common stock | 190,069 | 339,264 |
Conversion of debt into equity | 3,800,000 | |
Cashless conversion of series D warrants into common stock | 36,761 | |
Common stock issued pursuant to acquisition | 4,763,451 | 50,000 |
Common stock issued in lieu of services | 91,050 | |
Issuance of common stock pursuant to the purchase of software | 340,000 | |
Acquisition of business deferred purchase price | 1,125,000 | |
Lease assets acquired in exchange for lease liabilities | $ 628,004 | $ 861,443 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 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 September 30, 2022, the Company’s reported cash and restricted cash aggregated balance was approximately $ 3,024,000 4,488,000 7,971,000 3,483,000 28,366,000 5,860,000 32,399,000 25,958,000 2,178,000 17,853,000 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Cash and Restricted Cash Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW September 30, 2022 September 30, 2021 Cash $ 1,615,054 $ 5,655,103 Restricted cash 1,409,562 484,371 Total cash and restricted cash $ 3,024,616 $ 6,139,474 Fair Value of Financial Instruments Level 1 — Observable inputs reflecting quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. Warrant Liabilities: SCHEDULE OF EARN OUT LIABILITY September 30, 2022 December 31, 2021 Stock price $ 0.78 $ 6.44 Volatility 105 % 90 % Time to expiry 4.26 5 Dividend yield 0 % 0 % Risk free rate 4.10 % 1.10 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT 1 2 3 4 Three and Nine Months ended September 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) loss - (12,322,737 ) (310,514 ) (12,633,251 ) Ending balance, June 30, 2022 $ - $ 10,757,945 $ 268,948 $ 11,026,893 Beginning balance $ - $ 10,757,945 $ 268,948 $ 11,026,893 Unrealized (gain) loss - (7,726,161 ) (193,154 ) (7,919,315 ) Ending balance, September 30, 2022 - 3,031,784 75,794 3,107,578 Ending balance - 3,031,784 75,794 3,107,578 1 2 December 31, 2021 Series B Warrant Commitment Total Beginning balance $ - $ - Initial recognition 20,244,497 20,244,497 Unrealized (gain) loss 17,408,311 17,408,311 Ending balance $ 37,652,808 $ 37,652,808 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS September 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 September 30, 2022 WACC Risk Premium: 14.5 % Volatility 50 % Credit Spread: 15.1 % 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 $ 3,291,883 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE September 30, 2022 December 31, 2021 Beginning balance – January 1 $ 3,813,878 $ 2,931,418 Acquisitions and Settlements (1,027,296 ) 1,160,562 Period adjustments: Fair value changes included in earnings * 132,445 (278,102 ) Ending balance $ 2,919,027 $ 3,813,878 Less: Current portion (2,283,380 ) (3,297,855 ) Ending balance, less current portion 635,647 516,023 * Recorded as a reduction to general and administrative expenses Investment in Nsure On February 19, 2020, the Company entered into a securities purchase agreement with NSURE, Inc. (“NSURE”), which was further amended on October 8, 2020, and as amended provides that the Company may invest up to an aggregate of $ 5,700,000 928,343 During the course of calendar year 2020 and by October 8, 2020, the Company funded the first tranche, $ 1,350,000 394,029 209,075 6.457 325,239 9.224 The Company did not fund tranches two and three in the required timeframes, thus, the Company relinquished its rights under the contract to any additional NSURE shares aside for the ones already acquired with tranche one. The Company measures the NSURE shares subsequent to acquisition in accordance with ASC 321-10-35-2, at cost less impairment since no readily determinable fair value is available to the Company. The investment is reviewed for impairment at each reporting period by qualitatively assessing any indicators demonstrating fair value of the investment is less than carrying value. The Company did not observe any price changes resulting from orderly transactions for identical or similar assets for the periods ended September 30, 2022 or September 30, 2021. ASC 321-10-50-4 further requires an entity to disclose unrealized gains and losses for periods that relate to equity securities held at a reporting date. To-date, the Company has not recognized any unrealized gains or losses on the NSURE security. In accordance with ACS 321-10-35-3, the Company performed a qualitative assessment to determine if the investment may be impaired. After considering the indicators contained in ASC 321-10-35-3a –3e, the Company determined that the investment was not impaired. Revenue Recognition The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended September 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 212,384 $ - $ 212,384 USBA 13,732 - 13,732 CCS/UIS - 76,035 76,035 Montana 426,591 - 426,591 Fortman 259,255 186,860 446,115 Altruis 896,012 - 896,012 Kush 366,219 - 366,219 Medigap 1,331,593 - 1,331,593 Barra 83,615 301,065 384,680 $ 3,589,401 $ 563,960 $ 4,153,361 Nine Months ended September 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 645,217 $ - $ 645,217 USBA 39,638 - 39,638 CCS/UIS - 177,111 177,111 Montana 1,385,017 - 1,385,017 Fortman 949,189 589,924 1,539,113 Altruis 3,056,257 - 3,056,257 Kush 1,230,259 - 1,230,259 Medigap 3,868,654 - 3,868,654 Barra 153,539 501,463 655,002 $ 11,327,770 $ 1,268,498 $ 12,596,268 Three Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS 226,233 - 226,233 USBA 18,241 - 18,241 CCS/UIS - 120,762 120,762 Montana 343,546 - 343,546 Fortman 357,638 194,218 551,856 Altruis 807,775 - 807,775 Kush 513,223 - 513,223 $ 2,266,656 $ 314,980 $ 2,581,636 Nine Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS $ 642,428 $ - $ 642,428 USBA 45,861 - 45,861 CCS/UIS - 274,928 274,928 Montana 1,283,402 - 1,283,402 Fortman 884,073 628,327 1,512,400 Altruis 2,558,653 - 2,558,653 Kush 778,541 - 778,541 $ 6,192,958 $ 903,255 $ 7,096,213 The following, are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier 2022 2021 For the three months ended September 30, Insurance Carrier 2022 2021 LTC Global 27 % -% Priority Health 21 % 27% BlueCross BlueShield 10 % 24% Insurance Carrier 2022 2021 For the Nine months ended September 30, Insurance Carrier 2022 2021 LTC Global 27 % - % Priority Health 24 % 30 % BlueCross BlueShield 10 % 25 % No other single Customer accounted for more than 10% Income Taxes The Company recorded no income tax expense for the three and nine months ended September 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 September 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 September 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 | 9 Months Ended |
Sep. 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 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 September 30, 2022 was $ 3,868,654 693,861 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 nine months ended September 30, 2022 and 2021: SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION September 30, September 30, 2022 2021 Revenue $ 12,962,843 $ 10,931,340 Net Income (Loss) $ 25,971,268 $ (2,344,977 ) Earnings (Loss) per common share, basic $ 1.10 $ (0.24 ) Earnings (Loss) per common share, diluted $ (0.78 ) $ (0.24 ) 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 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 September 30, 2022 was $ 655,002 182,603 Pro Forma Information The results of operations of Barra will be included in the Company’s consolidated financial statements as of the date of acquisition through the current period end. The following supplemental pro forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the nine months ended September 30, 2022 and 2021: SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION September 30, September 30, 2022 2021 Revenue $ 13,143,889 $ 8,370,850 Net Income (Loss) $ 26,192,218 $ (1,940,384 ) Earnings (Loss) per common share, basic $ 1.11 $ (0.20 ) Earnings (Loss) per common share, diluted $ (0.76 ) $ (0.20 ) |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 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 September 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 September 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 September 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 4.6 $ 2,141,858 $ (897,390 ) $ 1,244,468 Internally developed software 4.3 1,530,537 (210,443 ) 1,320,094 Customer relationships 9.3 11,922,290 (1,793,319 ) 10,128,971 Purchased software 0.4 665,137 (568,039 ) 97,098 Video Production Assets 0.3 50,000 (36,621 ) 13,379 Non-competition agreements 2.1 3,504,810 (2,003,505 ) 1,501,305 Contracts Backlog 0.3 210,000 (155,342 ) 54,658 $ 20,024,632 $ (5,664,659 ) $ 14,359,973 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 September 30, 2022, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS 1 Years ending December 31, Amortization Expense 2022 (remainder of year) $ 707,166 2023 2,536,548 2024 2,158,445 2025 1,764,541 2026 1,504,660 Thereafter 5,688,613 Total $ 14,359,973 |
LONG-TERM DEBT AND SHORT-TERM F
LONG-TERM DEBT AND SHORT-TERM FINANCINGS | 9 Months Ended |
Sep. 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 September 30, 2022 December 31, 2021 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 12,942 14,606 $ 442,368 $ 485,317 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, net of deferred financing costs of $ 15,713 17,626 715,816 785,826 Oak Street Funding LLC Term Loan for the acquisition of SWMT, net of deferred financing costs of $ 9,613 11,027 811,699 884,720 Oak Street Funding LLC Term Loan for the acquisition of FIS, net of deferred financing costs of $ 38,298 42,660 2,045,048 2,226,628 Oak Street Funding LLC Term Loan for the acquisition of ABC, net of deferred financing costs of $ 43,749 48,609 3,337,241 3,616,754 Oak Street Funding LLC Term Loan for the acquisition of Barra, net of deferred financing costs of $ 204,958 0 6,315,042 - 13,667,214 7,999,245 Less: current portion (1,026,541 ) (913,920 ) Long-term debt $ 12,640,673 $ 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) $ 211,904 2023 1,168,585 2024 1,482,266 2025 1,616,891 2026 1,760,367 Thereafter 7,752,474 Total 13,992,487 Less: debt issuance costs (325,273 ) Total $ 13,667,214 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 0 309,993 0 |
WARRANT LIABILITIES
WARRANT LIABILITIES | 9 Months Ended |
Sep. 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 up to an aggregate of 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 7,726,161 34,621,024 3,031,784 Placement Agent Warrants In connection with the Private Placement, the Company issued 244,539 five years 4.09 1,525,923 1,525,923 193,154 1,450,129 75,794 |
EQUITY
EQUITY | 9 Months Ended |
Sep. 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 shares of its newly designated Series B convertible preferred stock through the Private Placement for the purpose of raising capital. 245 During August 2022, all 9,076 2,219,084 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 In July 2022, 1,221,347 1,221,347 As of September 30, 2022 and December 31, 2021, there were 18,054,469 10,956,109 Warrants Series A Warrants In conjunction with the Company’s initial public offering, the Company issued 2,070,000 0.01 110% 6.00 375,000 1,695,000 Series C and D Warrants In January 2022, as a result of the Private Placement and the Medigap Acquisition, the Company received a deficiency notification from Nasdaq indicating violation of Listing Rule 5365(a). As part of its remediation plan, in March 2022, the Company entered into Exchange Agreements with the holders of common stock issued in January 2022. Pursuant to the Exchange Agreements, the Company issued 3,276,929 3,276,929 1,222,498 Earnings (Loss) Per Share The Series C and D Warrants are equity classified pursuant to the warrant agreement provisions that permit holders to obtain a fixed number of shares for a fixed monetary amount. The warrants are standalone equity securities that are transferable without the Company’s consent or knowledge. The warrants expire on the fifth anniversary of the respective issuance dates and are exercisable at a per share exercise price equal to $ 0.001 In May and June 2022, the 3,276,929 3,276,929 0.001 1,336 In July 2022, the 1,222,498 1,222,082 0.001 795 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 and treated as compensation expense. As of September 30, 2022, these shares have not been issued. In April 2022 , pursuant to an agreement between the Company and an executive, the executive will be compensated with 60,000 178,200 14,850 25,571 Pursuant to an equity-based compensation program at one of the Company’s subsidiaries which provides agents the ability to earn and receive restricted stock awards upon completion of agreed upon service requirements, the Company granted 303,143 restricted stock awards which were immediately vested. Stocks earned are restricted for twelve months. The stocks were valued at $ 249,650 and recognized as stock-based compensation for the three and nine months ended September 30, 2022. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 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. The following calculates basic and diluted EPS: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS Three Months Three Months ended ended September 30, September 30, Net income (loss) $ 6,122,093 $ (595,233 ) Deemed dividend - - Net income (loss), numerator, basic computation 6,122,093 (595,233 ) Recognition and change in fair value of Series B warrant liability (7,726,161 ) - Recognition and change in fair value of Placement Agent warrant liability (193,154 ) Net income (loss), numerator, diluted computation $ (1,797,222 ) $ (595,233 ) Weighted average common shares 16,491,942 10,944,439 Effect of series C warrants - - Effect of Series D warrants 623,285 - Effect of weighted average vested stock awards 309,040 Weighted average shares - denominator basic computation 17,424,267 10,944,439 Effect of dilutive securities - - Weighted average shares, as adjusted - denominator diluted computation 17,424,267 10,944,439 Earnings (loss) per common share – basic $ 0.35 $ (0.05 ) Earnings (loss) per common share – diluted (0.10 ) (0.05 ) Nine Months Nine Months ended ended September 30, September 30, Net income (loss) $ 25,957,785 $ (2,486,045 ) Deemed dividend (6,930,335 ) - Net income (loss), numerator, basic computation 19,027,450 (2,486,045 ) Recognition and change in fair value of Series B warrant liability (32,474,324 ) Net income (loss), numerator, diluted computation $ (13,446,874 ) $ (2,486,045 ) Weighted average shares 14,308,069 9,809,092 Effect of series C warrants 1,819,213 Effect of Series D warrants 1,019,803 - Effect of weighted average vested stock awards 173,061 - Weighted average shares - denominator basic computation 17,320,146 9,809,092 Effect of dilutive securities - - Weighted average shares, as adjusted - denominator diluted computation 17,320,146 9,809,092 Earnings (loss) per common share - basic $ 1.10 $ (0.25 ) Earnings (loss) per common share - diluted $ (0.78 ) $ (0.25 ) The gain in fair value of the Series B warrants for the three and nine months September 30, 2022 is included in the numerator of the dilutive EPS calculation to eliminate the effects of the warrants that have been recorded in net income as the impact is dilutive. The gain in fair value of the Placement Agent warrants for the three months September 30, 2022 is included in the numerator of the dilutive EPS calculation to eliminate the effects of the warrants that have been recorded in net income as the impact is dilutive. For the nine months ended September 30, 2022, as the fair value change in the Placement Agent warrants is a loss, the addback of the loss would result in anti-dilution and therefore is not included in the numerator of dilutive EPS. The potential impact of the 9,779,950 244,539 Additionally, the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common share: SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES 1 2 For the three months ended September 30, September 30, Shares subject to outstanding common stock options 163,925 163,925 Shares subject to outstanding Series A warrants 1,695,000 2,070,000 Shares subject to preferred stock 2,219,084 11,670 Shares subject to unvested stock awards 61,280 15,655 1 2 For the nine months ended September 30, September 30, Shares subject to outstanding common stock options 163,925 163,925 Shares subject to outstanding Series A warrants 1,695,000 2,070,000 Shares subject to outstanding Placement Agent warrants 244,539 - Shares subject to preferred stock 2,219,084 11,670 Shares subject to unvested stock awards 61,280 15,655 Diluted net loss per common share 61,280 15,655 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
LEASES | NOTE 8. LEASES Operating lease expense for the three months ended September 30, 2022 and 2021 was $ 159,624 97,265 434,798 220,798 3.86 5.72% 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 $ 157,633 2023 570,275 2024 269,908 2025 144,124 2026 113,738 Thereafter 268,202 Total undiscounted operating lease payments 1,523,880 Less: Imputed interest 152,467 Present value of operating lease liabilities $ 1,371,413 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 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 September 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 for the respective periods ended September 30, 2022 and December 31, 2021: SCHEDULE OF EARN-OUT LIABILITY 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 (34,430 ) (326,935 ) (84,473 ) (1,181,458 ) - (1,627,296 ) Changes due to fair value adjustments 186,122 37,741 (212,609 ) 201,191 (80,000 ) 132,445 Ending balance September 30, 2022 $ 667,000 $ 326,775 $ 695,786 $ 709,466 $ 520,000 $ 2,919,027 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 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10. RELATED PARTY TRANSACTIONS On September 13, 2022, the Company issued principal 1,500,000 January 15, 2024 0 5% per annum thereafter, payable monthly |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 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 September 30, 2022, the Company’s reported cash and restricted cash aggregated balance was approximately $ 3,024,000 4,488,000 7,971,000 3,483,000 28,366,000 5,860,000 32,399,000 25,958,000 2,178,000 17,853,000 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Cash and Restricted Cash | Cash and Restricted Cash Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW September 30, 2022 September 30, 2021 Cash $ 1,615,054 $ 5,655,103 Restricted cash 1,409,562 484,371 Total cash and restricted cash $ 3,024,616 $ 6,139,474 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Level 1 — Observable inputs reflecting quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. Warrant Liabilities: SCHEDULE OF EARN OUT LIABILITY September 30, 2022 December 31, 2021 Stock price $ 0.78 $ 6.44 Volatility 105 % 90 % Time to expiry 4.26 5 Dividend yield 0 % 0 % Risk free rate 4.10 % 1.10 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT 1 2 3 4 Three and Nine Months ended September 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) loss - (12,322,737 ) (310,514 ) (12,633,251 ) Ending balance, June 30, 2022 $ - $ 10,757,945 $ 268,948 $ 11,026,893 Beginning balance $ - $ 10,757,945 $ 268,948 $ 11,026,893 Unrealized (gain) loss - (7,726,161 ) (193,154 ) (7,919,315 ) Ending balance, September 30, 2022 - 3,031,784 75,794 3,107,578 Ending balance - 3,031,784 75,794 3,107,578 1 2 December 31, 2021 Series B Warrant Commitment Total Beginning balance $ - $ - Initial recognition 20,244,497 20,244,497 Unrealized (gain) loss 17,408,311 17,408,311 Ending balance $ 37,652,808 $ 37,652,808 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS September 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 September 30, 2022 WACC Risk Premium: 14.5 % Volatility 50 % Credit Spread: 15.1 % 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 $ 3,291,883 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE September 30, 2022 December 31, 2021 Beginning balance – January 1 $ 3,813,878 $ 2,931,418 Acquisitions and Settlements (1,027,296 ) 1,160,562 Period adjustments: Fair value changes included in earnings * 132,445 (278,102 ) Ending balance $ 2,919,027 $ 3,813,878 Less: Current portion (2,283,380 ) (3,297,855 ) Ending balance, less current portion 635,647 516,023 * Recorded as a reduction to general and administrative expenses |
Investment in Nsure | Investment in Nsure On February 19, 2020, the Company entered into a securities purchase agreement with NSURE, Inc. (“NSURE”), which was further amended on October 8, 2020, and as amended provides that the Company may invest up to an aggregate of $ 5,700,000 928,343 During the course of calendar year 2020 and by October 8, 2020, the Company funded the first tranche, $ 1,350,000 394,029 209,075 6.457 325,239 9.224 The Company did not fund tranches two and three in the required timeframes, thus, the Company relinquished its rights under the contract to any additional NSURE shares aside for the ones already acquired with tranche one. The Company measures the NSURE shares subsequent to acquisition in accordance with ASC 321-10-35-2, at cost less impairment since no readily determinable fair value is available to the Company. The investment is reviewed for impairment at each reporting period by qualitatively assessing any indicators demonstrating fair value of the investment is less than carrying value. The Company did not observe any price changes resulting from orderly transactions for identical or similar assets for the periods ended September 30, 2022 or September 30, 2021. ASC 321-10-50-4 further requires an entity to disclose unrealized gains and losses for periods that relate to equity securities held at a reporting date. To-date, the Company has not recognized any unrealized gains or losses on the NSURE security. In accordance with ACS 321-10-35-3, the Company performed a qualitative assessment to determine if the investment may be impaired. After considering the indicators contained in ASC 321-10-35-3a –3e, the Company determined that the investment was not impaired. |
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 September 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 212,384 $ - $ 212,384 USBA 13,732 - 13,732 CCS/UIS - 76,035 76,035 Montana 426,591 - 426,591 Fortman 259,255 186,860 446,115 Altruis 896,012 - 896,012 Kush 366,219 - 366,219 Medigap 1,331,593 - 1,331,593 Barra 83,615 301,065 384,680 $ 3,589,401 $ 563,960 $ 4,153,361 Nine Months ended September 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 645,217 $ - $ 645,217 USBA 39,638 - 39,638 CCS/UIS - 177,111 177,111 Montana 1,385,017 - 1,385,017 Fortman 949,189 589,924 1,539,113 Altruis 3,056,257 - 3,056,257 Kush 1,230,259 - 1,230,259 Medigap 3,868,654 - 3,868,654 Barra 153,539 501,463 655,002 $ 11,327,770 $ 1,268,498 $ 12,596,268 Three Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS 226,233 - 226,233 USBA 18,241 - 18,241 CCS/UIS - 120,762 120,762 Montana 343,546 - 343,546 Fortman 357,638 194,218 551,856 Altruis 807,775 - 807,775 Kush 513,223 - 513,223 $ 2,266,656 $ 314,980 $ 2,581,636 Nine Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS $ 642,428 $ - $ 642,428 USBA 45,861 - 45,861 CCS/UIS - 274,928 274,928 Montana 1,283,402 - 1,283,402 Fortman 884,073 628,327 1,512,400 Altruis 2,558,653 - 2,558,653 Kush 778,541 - 778,541 $ 6,192,958 $ 903,255 $ 7,096,213 The following, are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier 2022 2021 For the three months ended September 30, Insurance Carrier 2022 2021 LTC Global 27 % -% Priority Health 21 % 27% BlueCross BlueShield 10 % 24% Insurance Carrier 2022 2021 For the Nine months ended September 30, Insurance Carrier 2022 2021 LTC Global 27 % - % Priority Health 24 % 30 % BlueCross BlueShield 10 % 25 % No other single Customer accounted for more than 10% |
Income Taxes | Income Taxes The Company recorded no income tax expense for the three and nine months ended September 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 September 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 September 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) | 9 Months Ended |
Sep. 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 September 30, 2022 September 30, 2021 Cash $ 1,615,054 $ 5,655,103 Restricted cash 1,409,562 484,371 Total cash and restricted cash $ 3,024,616 $ 6,139,474 |
SCHEDULE OF EARN OUT LIABILITY | SCHEDULE OF EARN OUT LIABILITY September 30, 2022 December 31, 2021 Stock price $ 0.78 $ 6.44 Volatility 105 % 90 % Time to expiry 4.26 5 Dividend yield 0 % 0 % Risk free rate 4.10 % 1.10 % |
SCHEDULE OF RECONCILES WARRANT COMMITMENT | SCHEDULE OF RECONCILES WARRANT COMMITMENT 1 2 3 4 Three and Nine Months ended September 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) loss - (12,322,737 ) (310,514 ) (12,633,251 ) Ending balance, June 30, 2022 $ - $ 10,757,945 $ 268,948 $ 11,026,893 Beginning balance $ - $ 10,757,945 $ 268,948 $ 11,026,893 Unrealized (gain) loss - (7,726,161 ) (193,154 ) (7,919,315 ) Ending balance, September 30, 2022 - 3,031,784 75,794 3,107,578 Ending balance - 3,031,784 75,794 3,107,578 1 2 December 31, 2021 Series B Warrant Commitment Total Beginning balance $ - $ - Initial recognition 20,244,497 20,244,497 Unrealized (gain) loss 17,408,311 17,408,311 Ending balance $ 37,652,808 $ 37,652,808 |
SCHEDULE OF FAIR VALUE MEASUREMENTS | SCHEDULE OF FAIR VALUE MEASUREMENTS September 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 September 30, 2022 December 31, 2021 Beginning balance – January 1 $ 3,813,878 $ 2,931,418 Acquisitions and Settlements (1,027,296 ) 1,160,562 Period adjustments: Fair value changes included in earnings * 132,445 (278,102 ) Ending balance $ 2,919,027 $ 3,813,878 Less: Current portion (2,283,380 ) (3,297,855 ) Ending balance, less current portion 635,647 516,023 * 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 September 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 212,384 $ - $ 212,384 USBA 13,732 - 13,732 CCS/UIS - 76,035 76,035 Montana 426,591 - 426,591 Fortman 259,255 186,860 446,115 Altruis 896,012 - 896,012 Kush 366,219 - 366,219 Medigap 1,331,593 - 1,331,593 Barra 83,615 301,065 384,680 $ 3,589,401 $ 563,960 $ 4,153,361 Nine Months ended September 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 645,217 $ - $ 645,217 USBA 39,638 - 39,638 CCS/UIS - 177,111 177,111 Montana 1,385,017 - 1,385,017 Fortman 949,189 589,924 1,539,113 Altruis 3,056,257 - 3,056,257 Kush 1,230,259 - 1,230,259 Medigap 3,868,654 - 3,868,654 Barra 153,539 501,463 655,002 $ 11,327,770 $ 1,268,498 $ 12,596,268 Three Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS 226,233 - 226,233 USBA 18,241 - 18,241 CCS/UIS - 120,762 120,762 Montana 343,546 - 343,546 Fortman 357,638 194,218 551,856 Altruis 807,775 - 807,775 Kush 513,223 - 513,223 $ 2,266,656 $ 314,980 $ 2,581,636 Nine Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS $ 642,428 $ - $ 642,428 USBA 45,861 - 45,861 CCS/UIS - 274,928 274,928 Montana 1,283,402 - 1,283,402 Fortman 884,073 628,327 1,512,400 Altruis 2,558,653 - 2,558,653 Kush 778,541 - 778,541 $ 6,192,958 $ 903,255 $ 7,096,213 |
SCHEDULE OF CONCENTRATIONS OF REVENUES | The following, are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier 2022 2021 For the three months ended September 30, Insurance Carrier 2022 2021 LTC Global 27 % -% Priority Health 21 % 27% BlueCross BlueShield 10 % 24% Insurance Carrier 2022 2021 For the Nine months ended September 30, Insurance Carrier 2022 2021 LTC Global 27 % - % Priority Health 24 % 30 % BlueCross BlueShield 10 % 25 % |
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 September 30, 2022 WACC Risk Premium: 14.5 % Volatility 50 % Credit Spread: 15.1 % 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) | 9 Months Ended |
Sep. 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 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 September 30, September 30, 2022 2021 Revenue $ 12,962,843 $ 10,931,340 Net Income (Loss) $ 25,971,268 $ (2,344,977 ) Earnings (Loss) per common share, basic $ 1.10 $ (0.24 ) Earnings (Loss) per common share, diluted $ (0.78 ) $ (0.24 ) |
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 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 September 30, September 30, 2022 2021 Revenue $ 13,143,889 $ 8,370,850 Net Income (Loss) $ 26,192,218 $ (1,940,384 ) Earnings (Loss) per common share, basic $ 1.11 $ (0.20 ) Earnings (Loss) per common share, diluted $ (0.76 ) $ (0.20 ) |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 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 September 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 September 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 4.6 $ 2,141,858 $ (897,390 ) $ 1,244,468 Internally developed software 4.3 1,530,537 (210,443 ) 1,320,094 Customer relationships 9.3 11,922,290 (1,793,319 ) 10,128,971 Purchased software 0.4 665,137 (568,039 ) 97,098 Video Production Assets 0.3 50,000 (36,621 ) 13,379 Non-competition agreements 2.1 3,504,810 (2,003,505 ) 1,501,305 Contracts Backlog 0.3 210,000 (155,342 ) 54,658 $ 20,024,632 $ (5,664,659 ) $ 14,359,973 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 September 30, 2022, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS 1 Years ending December 31, Amortization Expense 2022 (remainder of year) $ 707,166 2023 2,536,548 2024 2,158,445 2025 1,764,541 2026 1,504,660 Thereafter 5,688,613 Total $ 14,359,973 |
LONG-TERM DEBT AND SHORT-TERM_2
LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Tables) | 9 Months Ended |
Sep. 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 September 30, 2022 December 31, 2021 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $ 12,942 14,606 $ 442,368 $ 485,317 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, net of deferred financing costs of $ 15,713 17,626 715,816 785,826 Oak Street Funding LLC Term Loan for the acquisition of SWMT, net of deferred financing costs of $ 9,613 11,027 811,699 884,720 Oak Street Funding LLC Term Loan for the acquisition of FIS, net of deferred financing costs of $ 38,298 42,660 2,045,048 2,226,628 Oak Street Funding LLC Term Loan for the acquisition of ABC, net of deferred financing costs of $ 43,749 48,609 3,337,241 3,616,754 Oak Street Funding LLC Term Loan for the acquisition of Barra, net of deferred financing costs of $ 204,958 0 6,315,042 - 13,667,214 7,999,245 Less: current portion (1,026,541 ) (913,920 ) Long-term debt $ 12,640,673 $ 7,085,325 |
SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM LOANS AND CREDIT FACILITIES | SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM LOANS AND CREDIT FACILITIES Fiscal year ending December 31, Maturities of Long-Term Debt 2022 (remainder of year) $ 211,904 2023 1,168,585 2024 1,482,266 2025 1,616,891 2026 1,760,367 Thereafter 7,752,474 Total 13,992,487 Less: debt issuance costs (325,273 ) Total $ 13,667,214 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS | The following calculates basic and diluted EPS: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS Three Months Three Months ended ended September 30, September 30, Net income (loss) $ 6,122,093 $ (595,233 ) Deemed dividend - - Net income (loss), numerator, basic computation 6,122,093 (595,233 ) Recognition and change in fair value of Series B warrant liability (7,726,161 ) - Recognition and change in fair value of Placement Agent warrant liability (193,154 ) Net income (loss), numerator, diluted computation $ (1,797,222 ) $ (595,233 ) Weighted average common shares 16,491,942 10,944,439 Effect of series C warrants - - Effect of Series D warrants 623,285 - Effect of weighted average vested stock awards 309,040 Weighted average shares - denominator basic computation 17,424,267 10,944,439 Effect of dilutive securities - - Weighted average shares, as adjusted - denominator diluted computation 17,424,267 10,944,439 Earnings (loss) per common share – basic $ 0.35 $ (0.05 ) Earnings (loss) per common share – diluted (0.10 ) (0.05 ) Nine Months Nine Months ended ended September 30, September 30, Net income (loss) $ 25,957,785 $ (2,486,045 ) Deemed dividend (6,930,335 ) - Net income (loss), numerator, basic computation 19,027,450 (2,486,045 ) Recognition and change in fair value of Series B warrant liability (32,474,324 ) Net income (loss), numerator, diluted computation $ (13,446,874 ) $ (2,486,045 ) Weighted average shares 14,308,069 9,809,092 Effect of series C warrants 1,819,213 Effect of Series D warrants 1,019,803 - Effect of weighted average vested stock awards 173,061 - Weighted average shares - denominator basic computation 17,320,146 9,809,092 Effect of dilutive securities - - Weighted average shares, as adjusted - denominator diluted computation 17,320,146 9,809,092 Earnings (loss) per common share - basic $ 1.10 $ (0.25 ) Earnings (loss) per common share - diluted $ (0.78 ) $ (0.25 ) |
SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES | Additionally, the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common share: SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES 1 2 For the three months ended September 30, September 30, Shares subject to outstanding common stock options 163,925 163,925 Shares subject to outstanding Series A warrants 1,695,000 2,070,000 Shares subject to preferred stock 2,219,084 11,670 Shares subject to unvested stock awards 61,280 15,655 1 2 For the nine months ended September 30, September 30, Shares subject to outstanding common stock options 163,925 163,925 Shares subject to outstanding Series A warrants 1,695,000 2,070,000 Shares subject to outstanding Placement Agent warrants 244,539 - Shares subject to preferred stock 2,219,084 11,670 Shares subject to unvested stock awards 61,280 15,655 Diluted net loss per common share 61,280 15,655 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 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 $ 157,633 2023 570,275 2024 269,908 2025 144,124 2026 113,738 Thereafter 268,202 Total undiscounted operating lease payments 1,523,880 Less: Imputed interest 152,467 Present value of operating lease liabilities $ 1,371,413 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF EARN-OUT LIABILITY | The following outlines changes to the Company’s earn-out liability balances for the respective periods ended September 30, 2022 and December 31, 2021: SCHEDULE OF EARN-OUT LIABILITY 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 (34,430 ) (326,935 ) (84,473 ) (1,181,458 ) - (1,627,296 ) Changes due to fair value adjustments 186,122 37,741 (212,609 ) 201,191 (80,000 ) 132,445 Ending balance September 30, 2022 $ 667,000 $ 326,775 $ 695,786 $ 709,466 $ 520,000 $ 2,919,027 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 ($) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Accounting Policies [Abstract] | |||
Cash | $ 1,615,054 | $ 4,136,180 | $ 5,655,103 |
Restricted cash | 1,409,562 | $ 484,542 | 484,371 |
Total cash and restricted cash | $ 3,024,616 | $ 6,139,474 |
SCHEDULE OF EARN OUT LIABILITY
SCHEDULE OF EARN OUT LIABILITY (Details) | 9 Months Ended | |
Sep. 30, 2022 shares | Dec. 31, 2021 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free rate | USD Yield Curve | |
Discounting Convention: | Mid-period | |
Number of iterations | 100,000 | |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 0.78 | 6.44 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 105 | 90 |
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 50 | |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding term | 4 years 3 months 3 days | 5 years |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 4.10 | 1.10 |
WACC Risk Premium [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 14.5 | |
Credit Spread [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 15.1 | |
Payment Delay (Days) [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn out liability | 90 |
SCHEDULE OF RECONCILES WARRANT
SCHEDULE OF RECONCILES WARRANT COMMITMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | |||||
Beginning balance | $ 11,026,893 | $ 23,660,144 | $ 37,652,808 | $ 37,652,808 | |
Initial recognition | 56,587,042 | 20,244,497 | |||
Unrealized (gain) loss | (7,919,315) | (12,633,251) | (15,518,587) | 17,408,311 | |
Warrants exercised or transferred | (55,061,119) | ||||
Ending balance | 3,107,578 | 11,026,893 | 23,660,144 | 3,107,578 | 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) loss | 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 | 10,757,945 | 23,080,682 | |||
Initial recognition | 55,061,119 | ||||
Unrealized (gain) loss | (7,726,161) | (12,322,737) | (31,980,437) | ||
Ending balance | 3,031,784 | 10,757,945 | 23,080,682 | 3,031,784 | |
Placement Agent Warrants [Member] | |||||
Offsetting Assets [Line Items] | |||||
Beginning balance | 268,948 | 579,462 | |||
Initial recognition | 1,525,923 | ||||
Unrealized (gain) loss | (193,154) | (310,514) | (946,461) | ||
Ending balance | $ 75,794 | $ 268,948 | $ 579,462 | $ 75,794 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended | 12 Months Ended |
Sep. 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 GAIN OR LOSSES RECO
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance – January 1 | $ 3,813,878 | $ 2,931,418 | |
Ending balance | 2,919,027 | 3,813,878 | |
Less: Current portion | (2,283,380) | (3,297,855) | |
Ending balance, less current portion | 635,647 | 516,023 | |
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Beginning balance – January 1 | 3,813,878 | 2,931,418 | |
Acquisitions and Settlements | (1,027,296) | 1,160,562 | |
Fair value changes included in earnings | [1] | 132,445 | (278,102) |
Ending balance | $ 2,919,027 | $ 3,813,878 | |
[1]Recorded as a reduction to general and administrative expenses |
SCHEDULE OF DISAGGREGATION REVE
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | $ 4,153,361 | $ 2,581,636 | $ 12,596,268 | $ 7,096,213 |
Employee Benefits Solutions LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 212,384 | 226,233 | 645,217 | 642,428 |
U.S. Benefits Alliance LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 13,732 | 18,241 | 39,638 | 45,861 |
Commercial Coverage Solutions LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 76,035 | 120,762 | 177,111 | 274,928 |
Southwestern Montana Financial Center Inc [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 426,591 | 343,546 | 1,385,017 | 1,283,402 |
Fortman Insurance Services LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 446,115 | 551,856 | 1,539,113 | 1,512,400 |
Altruis Benefits Consulting Inc [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 896,012 | 807,775 | 3,056,257 | 2,558,653 |
Kush [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 366,219 | 513,223 | 1,230,259 | 778,541 |
Medigap [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 1,331,593 | 3,868,654 | ||
Barra [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 384,680 | 655,002 | ||
Medical/Life [Member] | Regular [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 3,589,401 | 2,266,656 | 11,327,770 | 6,192,958 |
Medical/Life [Member] | Regular [Member] | Employee Benefits Solutions LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 212,384 | 226,233 | 645,217 | 642,428 |
Medical/Life [Member] | Regular [Member] | U.S. Benefits Alliance LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 13,732 | 18,241 | 39,638 | 45,861 |
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 | 426,591 | 343,546 | 1,385,017 | 1,283,402 |
Medical/Life [Member] | Regular [Member] | Fortman Insurance Services LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 259,255 | 357,638 | 949,189 | 884,073 |
Medical/Life [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 896,012 | 807,775 | 3,056,257 | 2,558,653 |
Medical/Life [Member] | Regular [Member] | Kush [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 366,219 | 513,223 | 1,230,259 | 778,541 |
Medical/Life [Member] | Regular [Member] | Medigap [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 1,331,593 | 3,868,654 | ||
Medical/Life [Member] | Regular [Member] | Barra [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 83,615 | 153,539 | ||
Medical/Life [Member] | Property and Casualty [Member] | ||||
Product Information [Line Items] | ||||
Revenue from contract with customer, excluding assessed tax | 563,960 | 314,980 | 1,268,498 | 903,255 |
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] | U.S. 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 | 76,035 | 120,762 | 177,111 | 274,928 |
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 | 186,860 | 194,218 | 589,924 | 628,327 |
Property and Casualty [Member] | Regular [Member] | Altruis Benefits Consulting Inc [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 | $ 301,065 | $ 501,463 |
SCHEDULE OF CONCENTRATIONS OF R
SCHEDULE OF CONCENTRATIONS OF REVENUES (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
LTC Global [Member] | ||||
Product Information [Line Items] | ||||
BlueCross BlueShield | 27% | 27% | ||
Priority Health [Member] | ||||
Product Information [Line Items] | ||||
BlueCross BlueShield | 24% | 30% | 21% | 27% |
Blue Cross Blue Shield [Member] | ||||
Product Information [Line Items] | ||||
BlueCross BlueShield | 10% | 25% | 10% | 24% |
SUMMARIZES THE CHANGES TO THE P
SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Earn-out liability | $ 1,025,120 | $ 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 | 34,314,591 | 26,451,187 | 25,992,263 | 11,559,239 |
Accumulated Deficit | $ (7,500,361) | $ (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 | 4 Months Ended | 9 Months Ended | |||||||||||||
Oct. 08, 2020 | Feb. 19, 2020 | Jan. 31, 2022 | Mar. 31, 2021 | Dec. 30, 2020 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | May 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | |||||||||||||||||
Cash and restricted cash | $ 3,024,000 | $ 3,024,000 | |||||||||||||||
Current asset | 4,488,075 | 4,488,075 | $ 7,981,501 | ||||||||||||||
Current liabilities | 7,971,389 | 7,971,389 | 44,981,252 | ||||||||||||||
Working capital deficit | 3,483,000 | 3,483,000 | |||||||||||||||
Stockholders' equity | $ 13,957,299 | 28,365,588 | $ 21,928,443 | $ 11,252,333 | $ 12,464,537 | $ 13,957,299 | $ 12,464,537 | 28,365,588 | $ 12,464,537 | (26,066,129) | $ 12,913,545 | $ (63,012) | |||||
Operating loss | 1,516,882 | 475,208 | 5,859,845 | 2,064,853 | |||||||||||||
Recognition and change in fair value of warrant liabilities | 7,919,315 | 32,398,530 | |||||||||||||||
Net income | 6,122,093 | $ 10,495,691 | $ 9,340,000 | $ (595,233) | $ (1,276,886) | $ (613,926) | $ (595,233) | 25,957,785 | (2,486,045) | ||||||||
Cash flows from operations activites | 2,177,998 | 1,304,320 | |||||||||||||||
Netproceeds from private placement issuance of shares and warrants | $ 17,853,000 | (17,853,351) | |||||||||||||||
Earn out payments | 3,291,883 | 3,291,883 | |||||||||||||||
Investments | $ 1,350,000 | $ 1,350,000 | $ 1,350,000 | ||||||||||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Concentration Risk, Percentage | 10% | ||||||||||||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Investments | $ 1,350,000 | ||||||||||||||||
Number of shares issued | 394,029 | 325,239 | 209,075 | ||||||||||||||
Share price | $ 9.224 | $ 6.457 | $ 9.224 | ||||||||||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Common Class A [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Number of shares issued | 928,343 | ||||||||||||||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Maximum [Member] | |||||||||||||||||
Product Information [Line Items] | |||||||||||||||||
Investments | $ 5,700,000 |
SCHEDULE OF ALLOCATION OF PURCH
SCHEDULE OF ALLOCATION OF PURCHASE PRICE (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Weighted average useful life | 9 years 3 months 18 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 ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Medigap Healthcare Insurance Company [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 12,962,843 | $ 10,931,340 |
Net Income (Loss) | $ 25,971,268 | $ (2,344,977) |
Earnings (Loss) per common share, basic | $ 1.10 | $ (0.24) |
Earnings (Loss) per common share, diluted | $ (0.78) | $ (0.24) |
Barra [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 13,143,889 | $ 8,370,850 |
Net Income (Loss) | $ 26,192,218 | $ (1,940,384) |
Earnings (Loss) per common share, basic | $ 1.11 | $ (0.20) |
Earnings (Loss) per common share, diluted | $ (0.76) | $ (0.20) |
STRATEGIC INVESTMENTS AND BUS_3
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS (Details Narrative) | 5 Months Ended | 9 Months Ended | |||||
Apr. 26, 2022 USD ($) | Jan. 10, 2022 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 33,486,107 | $ 33,486,107 | $ 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 | 0.05 | 0.05 | 0.05 | ||||
Measurement Input, Discount Rate [Member] | Trade Names [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, measurement input | 11 | 11 | 11 | ||||
Measurement Input, Discount Rate [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, measurement input | 11 | 11 | 11 | ||||
Measurement Input, Discount Rate [Member] | Back log [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, measurement input | 11 | 11 | 11 | ||||
Measurement Input, Discount Rate [Member] | Developed Technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, measurement input | 28.06 | 28.06 | 28.06 | ||||
Measurement Input Obsolescence Rate [Member] | Technology-Based Intangible Assets [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, measurement input | 40.03 | 40.03 | 40.03 | ||||
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 | $ 19,199,008 | $ 19,199,008 | ||||
Acquisition Costs | 94,065 | ||||||
Revenue from acquired entity | 3,868,654 | ||||||
Shares issued upon termination of employee | 693,861 | ||||||
Barra [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 4,236,822 | $ 4,236,822 | 4,236,822 | ||||
Acquisition Costs | $ 72,793 | ||||||
Revenue from acquired entity | 655,002 | ||||||
Shares issued upon termination of employee | $ 182,603 | ||||||
Barra [Member] | Measurement Input Royalty Rate [Member] | Trade Names [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, measurement input | 0.05 | 0.05 | 0.05 | ||||
Barra [Member] | Measurement Input, Discount Rate [Member] | Trade Names [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, measurement input | 19.05 | 19.05 | 19.05 | ||||
Barra [Member] | Measurement Input, Discount Rate [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, measurement input | 19.05 | 19.05 | 19.05 |
SCHEDULE OF IMPAIRMENT OF GOODW
SCHEDULE OF IMPAIRMENT OF GOODWILL (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Goodwill Beginning | $ 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 ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 20,024,632 | $ 10,697,252 |
Accumulated amortization | (5,664,659) | (3,618,352) |
Net carrying amount | $ 14,359,973 | $ 7,078,900 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 4 years 7 months 6 days | 3 years 6 months |
Gross carrying amount | $ 2,141,858 | $ 1,777,475 |
Accumulated amortization | (897,390) | (609,822) |
Net carrying amount | $ 1,244,468 | $ 1,167,653 |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 4 years 3 months 18 days | 4 years 8 months 12 days |
Gross carrying amount | $ 1,530,537 | $ 595,351 |
Accumulated amortization | (210,443) | (28,443) |
Net carrying amount | $ 1,320,094 | $ 566,908 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 9 years 3 months 18 days | 7 years 8 months 12 days |
Gross carrying amount | $ 11,922,290 | $ 4,237,290 |
Accumulated amortization | (1,793,319) | (1,048,726) |
Net carrying amount | $ 10,128,971 | $ 3,188,564 |
Purchased Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 4 months 24 days | 7 months 6 days |
Gross carrying amount | $ 665,137 | $ 562,327 |
Accumulated amortization | (568,039) | (452,985) |
Net carrying amount | $ 97,098 | $ 109,342 |
Video Production Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 3 months 18 days | 1 year |
Gross carrying amount | $ 50,000 | $ 20,000 |
Accumulated amortization | (36,621) | |
Net carrying amount | $ 13,379 | $ 20,000 |
Non-competition Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 2 years 1 month 6 days | 2 years 10 months 24 days |
Gross carrying amount | $ 3,504,810 | $ 3,504,809 |
Accumulated amortization | (2,003,505) | (1,478,376) |
Net carrying amount | $ 1,501,305 | $ 2,026,433 |
Contracts Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 3 months 18 days | |
Gross carrying amount | $ 210,000 | |
Accumulated amortization | (155,342) | |
Net carrying amount | $ 54,658 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remainder of year) | $ 707,166 | |
2023 | 2,536,548 | |
2024 | 2,158,445 | |
2025 | 1,764,541 | |
2026 | 1,504,660 | |
Thereafter | 5,688,613 | |
Total | $ 14,359,973 | $ 7,078,900 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | Sep. 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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Net of deferred financing cost | $ 9,613 | $ 11,027 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Net of deferred financing cost | 38,298 | 42,660 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Net of deferred financing cost | 43,749 | 48,609 |
Barra [Member] | ||
Line of Credit Facility [Line Items] | ||
Net of deferred financing cost | 204,958 | 0 |
EBS and USBA [Member] | ||
Line of Credit Facility [Line Items] | ||
Net of deferred financing cost | 12,942 | |
Net of deferred financing cost | 14,606 | |
CCS [Member] | ||
Line of Credit Facility [Line Items] | ||
Net of deferred financing cost | $ 15,713 | $ 17,626 |
SCHEDULE OF LONG TERM DEBT (D_2
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Long term debt current | $ 13,667,214 | $ 7,999,245 |
Long term debt current | (1,026,541) | (913,920) |
Long term debt current | 12,640,673 | 7,085,325 |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 811,699 | 884,720 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 2,045,048 | 2,226,628 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 3,337,241 | 3,616,754 |
Barra [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 6,315,042 | |
EBS and USBA [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | 442,368 | 485,317 |
CCS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt current | $ 715,816 | $ 785,826 |
SCHEDULE OF CUMULATIVE MATURITI
SCHEDULE OF CUMULATIVE MATURITIES OF LONG-TERM LOANS AND CREDIT FACILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Long-term Debt And Short-term Financings | ||
2022 (remainder of year) | $ 211,904 | |
2023 | 1,168,585 | |
2024 | 1,482,266 | |
2025 | 1,616,891 | |
2026 | 1,760,367 | |
Thereafter | 7,752,474 | |
Total | 13,992,487 | |
Less: debt issuance costs | (325,273) | |
Total | $ 13,667,214 | $ 7,999,245 |
LONG-TERM DEBT AND SHORT-TERM_3
LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 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 | $ 309,993 | $ 0 |
WARRANT LIABILITIES (Details Na
WARRANT LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Aug. 09, 2022 | Jan. 05, 2022 | Dec. 22, 2021 | Mar. 31, 2022 | Jan. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common stock par value | $ 0.086 | $ 0.086 | $ 0.086 | ||||||||||
Warrant exercise price | 0.01 | 0.01 | |||||||||||
Preferred stock par value | $ 0.086 | $ 0.086 | $ 0.086 | ||||||||||
Unrealized losses | $ 17,652,808 | ||||||||||||
Non-operating unrealized gains | $ 7,726,161 | $ 34,621,024 | |||||||||||
Derivative Liabiliity | $ 23,660,144 | 3,107,578 | $ 11,026,893 | $ 23,660,144 | 3,107,578 | 37,652,808 | |||||||
Derivative liability measured at fair value | 1,525,923 | ||||||||||||
Unrealized gain | (7,919,315) | (12,633,251) | (15,518,587) | 17,408,311 | |||||||||
Series B Warrant Liability [Member] | |||||||||||||
Derivative Liabiliity | $ 23,080,682 | 3,031,784 | 10,757,945 | 23,080,682 | 3,031,784 | ||||||||
Unrealized gain | (7,726,161) | $ (12,322,737) | $ (31,980,437) | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||
Shares converted | 9,076 | ||||||||||||
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 Liabiliity | 75,794 | 75,794 | |||||||||||
Warrant term | 5 years | ||||||||||||
Derivative liability measured at fair value | $ 1,525,923 | ||||||||||||
Unrealized gain | $ 193,154 | $ 1,450,129 | |||||||||||
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 | ||||||||||
Shares converted | 2,219,084 | ||||||||||||
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 | 9 Months Ended | ||||||||||
Aug. 09, 2022 | Jul. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 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 | 0 | 0 | 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 | ||||||||||
Warrents exercise price | $ 0.01 | $ 0.01 | |||||||||||
Common stock, shares outstanding | 18,054,469 | 18,054,469 | 10,956,109 | ||||||||||
Issuance of shares | $ 20,000,051 | $ 9,109,148 | |||||||||||
Share based compensation expense | $ 249,650 | ||||||||||||
Medigap Acquisition [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued during period, shares, acquisitions | 606,037 | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of stock shares converted | 2,219,084 | ||||||||||||
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 | 1,221,347 | 60,000 | |||||||||||
Issuance of shares | $ 229,694 | $ 154,800 | 178,200 | ||||||||||
Share based compensation expense | $ 14,850 | $ 25,571 | |||||||||||
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 | ||||||||||||
Warrents exercise price | $ 6.60 | ||||||||||||
Series D Prepaid Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of common stock warrant | 1,221,347 | ||||||||||||
Series A Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise of Series A warrants, shares | 375,000 | ||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 245 | 245 | |||||||||||
Preferred Stock, Shares Issued | 9,076 | ||||||||||||
Conversion of stock shares converted | 9,076 | ||||||||||||
Series C Prepaid Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of common stock warrant | 3,276,929 | 3,276,929 | |||||||||||
Warrant conversion shares | 3,276,929 | 3,276,929 | |||||||||||
Warrents exercise price | $ 0.001 | $ 0.001 | |||||||||||
Series C Prepaid Warrants [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of common stock warrant | 3,276,929 | 3,276,929 | |||||||||||
Warrant conversion shares | 3,276,929 | 3,276,929 | |||||||||||
Proceeds from issuance of debt | $ 1,336 | ||||||||||||
Series A Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise of Series A warrants, shares | 1,695,000 | ||||||||||||
Warrents exercise price | $ 6 | $ 6 | |||||||||||
Class of common stock warrant | 2,070,000 | 2,070,000 | |||||||||||
Exercise price percentage | 110% | 110% | |||||||||||
Series D Prepaid Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of common stock warrant | 1,222,498 | ||||||||||||
Warrant conversion shares | 1,222,498 | ||||||||||||
Warrents exercise price | $ 0.001 | ||||||||||||
Proceeds from issuance of debt | $ 795 | ||||||||||||
Series D Prepaid Warrants [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant conversion shares | 1,222,082 | ||||||||||||
Series C and D Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrents exercise price | $ 0.001 | $ 0.001 |
SCHEDULE OF CALCULATIONS OF BAS
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |||||||||
Net income (loss) | $ 6,122,093 | $ 10,495,691 | $ 9,340,000 | $ (595,233) | $ (1,276,886) | $ (613,926) | $ (595,233) | $ 25,957,785 | $ (2,486,045) |
Deemed dividend | (6,930,335) | ||||||||
Net income (loss), numerator, basic computation | 6,122,093 | (595,233) | 19,027,450 | (2,486,045) | |||||
Recognition and change in fair value of Series B warrant liability | (7,726,161) | (32,474,324) | |||||||
Recognition and change in fair value of Placement Agent warrant liability | (193,154) | ||||||||
Net income (loss), numerator, diluted computation | $ (1,797,222) | $ (595,233) | $ (13,446,874) | $ (2,486,045) | |||||
Weighted average shares | 16,491,942 | 10,944,439 | 14,308,069 | 9,809,092 | |||||
Effect of series C warrants | 1,819,213 | ||||||||
Effect of Series D warrants | 623,285 | 1,019,803 | |||||||
Effect of weighted average vested stock awards | 309,040 | 173,061 | |||||||
Weighted average shares - denominator basic computation | 17,424,267 | 10,944,439 | 17,320,146 | 9,809,092 | |||||
Effect of dilutive securities | |||||||||
Weighted average shares, as adjusted - denominator diluted computation | 17,424,267 | 10,944,439 | 17,320,146 | 9,809,092 | |||||
Earnings (loss) per common share - basic | $ 0.35 | $ (0.05) | $ 1.10 | $ (0.25) | |||||
Earnings (loss) per common share - diluted | $ (0.10) | $ (0.05) | $ (0.78) | $ (0.25) | |||||
Effect of dilutive securities |
SCHEDULE OF DILUTIVE NET LOSS P
SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Diluted net loss per common share | 163,925 | 163,925 | 163,925 | 163,925 |
Series A Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Diluted net loss per common share | 1,695,000 | 2,070,000 | 1,695,000 | 2,070,000 |
Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Diluted net loss per common share | 2,219,084 | 11,670 | 2,219,084 | 11,670 |
Unvested Stock Awards [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Diluted net loss per common share | 61,280 | 15,655 | 61,280 | 15,655 |
Placement Agent Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Diluted net loss per common share | 244,539 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details Narrative) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Series B and Placement Agent Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential impact excluded from denominator of the dilutive EPS | 9,779,950 | 244,539 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details) | Jun. 30, 2022 USD ($) |
Leases | |
2022 | $ 157,633 |
2023 | 570,275 |
2024 | 269,908 |
2025 | 144,124 |
2026 | 113,738 |
Thereafter | 268,202 |
Total undiscounted operating lease payments | 1,523,880 |
Less: Imputed interest | 152,467 |
Present value of operating lease liabilities | $ 1,371,413 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||||
Operating Lease, Expense | $ 159,624 | $ 97,265 | $ 434,798 | $ 220,798 |
Weighted average remaining lease term | 3 years 10 months 9 days | 3 years 10 months 9 days | ||
Weighted average discount rate | 5.72% | 5.72% |
SCHEDULE OF EARN-OUT LIABILITY
SCHEDULE OF EARN-OUT LIABILITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 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 | (1,627,296) | (452,236) |
Changes due to fair value adjustments | 132,445 | (278,102) |
Ending balance | 2,919,027 | 3,813,878 |
Changes due to business combinations | 1,694,166 | |
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 | (34,430) | |
Changes due to fair value adjustments | 186,122 | 82,653 |
Ending balance | 667,000 | 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 | (212,609) | (449,738) |
Ending balance | 695,786 | 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 | (1,181,458) | |
Changes due to fair value adjustments | 201,191 | (4,433) |
Ending balance | 709,466 | 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 payments | ||
Changes due to fair value adjustments | (80,000) | |
Ending balance | 520,000 | |
Commercial Solutions Of Insurance Agency LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 81,368 | |
Changes due to payments | ||
Changes due to fair value adjustments | ||
Ending balance | ||
Changes due to business combinations | ||
Changes due to write-offs | $ (81,368) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - YES Americana Group LLC [Member] | Sep. 13, 2022 USD ($) |
Promissory note principle | $ 1,500,000 |
Note matures date | Jan. 15, 2024 |
Notes bearing interest percentage | 0% |
Debt description | 5% per annum thereafter, payable monthly |