Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40020 | |
Entity Registrant Name | RELIANCE GLOBAL GROUP, INC. | |
Entity Central Index Key | 0001812727 | |
Entity Tax Identification Number | 46-3390293 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 300 Blvd. of the Americas | |
Entity Address, Address Line Two | Suite 105 | |
Entity Address, City or Town | Lakewood | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08701 | |
City Area Code | 732 | |
Local Phone Number | 380-4600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,473,859 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | RELI | |
Security Exchange Name | NASDAQ | |
Series A Warrants [Member] | ||
Title of 12(b) Security | Series A Warrants | |
Trading Symbol | RELIW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 1,777,348 | $ 505,410 |
Restricted cash | 1,409,909 | 1,404,359 |
Other receivables | 813 | 11,464 |
Prepaid expense and other current assets | 299,522 | 245,535 |
Current assets - discontinued operations | 85,998 | |
Total current assets | 4,699,450 | 3,265,379 |
Property and equipment, net | 145,962 | 162,767 |
Right-of-use assets | 878,672 | 1,018,952 |
Investment in NSURE, Inc. | 900,000 | |
Intangibles, net | 11,675,526 | 13,439,369 |
Goodwill | 14,287,099 | 14,287,099 |
Other non-current assets | 23,283 | 23,284 |
Other assets - discontinued operations | 5,330,879 | |
Total assets | 31,709,992 | 38,427,729 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 999,785 | 951,382 |
Short term financing agreements | 114,394 | 154,017 |
Other payables | 64,101 | 101,113 |
Current portion of long-term debt | 1,353,961 | 1,118,721 |
Current portion of leases payable | 348,492 | 339,937 |
Current portion of earn-out liability | 687,197 | 2,153,478 |
Current liabilities - discontinued operations | 1,600,636 | |
Total current liabilities | 3,904,409 | 7,841,533 |
Long term debt, less current portion | 11,380,567 | 12,349,673 |
Leases payable, less current portion | 561,041 | 714,068 |
Earn-out liability, less current portion | 556,000 | |
Warrant liabilities | 1,580,380 | 6,433,150 |
Noncurrent liabilities - discontinued operations | ||
Total liabilities | 17,847,037 | 29,516,690 |
Stockholders’ equity: | ||
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | ||
Common stock, $0.086 par value; 133,333,333 shares authorized and 2,304,375 and 1,219,573 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 198,155 | 104,883 |
Additional paid-in capital | 43,639,612 | 35,798,139 |
Accumulated deficit | (29,974,812) | (26,991,983) |
Total stockholders’ equity | 13,862,955 | 8,911,039 |
Total liabilities and stockholders’ equity | 31,709,992 | 38,427,729 |
Nonrelated Party [Member] | ||
Current assets: | ||
Accounts receivable | 1,190,780 | 994,321 |
Related Party [Member] | ||
Current assets: | ||
Accounts receivable | 21,078 | 18,292 |
Current liabilities: | ||
Current portion of loans payables, related parties | 336,479 | 1,422,249 |
Loans payable, related parties, less current portion | 258,785 | 122,266 |
Convertible debt, related parties, less current portion | $ 161,855 | $ 1,500,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.086 | $ 0.086 |
Preferred stock, shares authorized | 750,000,000 | 750,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.086 | $ 0.086 |
Common stock, shares authorized | 133,333,333 | 133,333,333 |
Common stock, shares issued | 2,304,375 | 1,219,573 |
Common stock, shares outstanding | 2,304,375 | 1,219,573 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | ||||
Commission income | $ 3,275,583 | $ 2,821,768 | $ 10,410,591 | $ 8,727,614 |
Total revenue | 3,275,583 | 2,821,768 | 10,410,591 | 8,727,614 |
Operating expenses | ||||
Commission expense | 796,001 | 695,020 | 2,701,601 | 2,143,562 |
Salaries and wages | 1,775,919 | 1,629,947 | 5,230,871 | 4,899,171 |
General and administrative expenses | 1,368,126 | 1,117,027 | 4,430,177 | 5,080,991 |
Marketing and advertising | 117,752 | 63,371 | 364,184 | 148,057 |
Depreciation and amortization | 652,839 | 651,395 | 1,962,066 | 1,901,140 |
Total operating expenses | 4,710,637 | 4,156,760 | 14,688,899 | 14,172,921 |
Loss from operations | (1,435,054) | (1,334,992) | (4,278,308) | (5,445,307) |
Other income (expense) | ||||
Other (expense) income, net | (310) | (4,909) | 3,650 | (4,414) |
Recognition and change in fair value of warrant liabilities | 1,715,397 | 7,919,315 | 4,389,120 | 32,398,530 |
Total other income | 1,296,050 | 7,631,475 | 3,141,385 | 31,802,676 |
(Loss) income from continuing operations before tax | (139,004) | 6,296,483 | (1,136,922) | 26,357,370 |
(Loss) income from discontinued operations before tax | (174,390) | (1,845,904) | (399,585) | |
Net (loss) income | $ (139,004) | $ 6,122,093 | $ (2,982,827) | $ 25,957,784 |
Basic (loss) earnings per share | ||||
Continuing operations | $ (0.05) | $ 5.44 | $ (0.47) | $ 18.16 |
Discontinued Operations | (0.15) | (0.75) | (0.37) | |
Basic (loss) earnings per share | (0.05) | 5.29 | (1.22) | 17.79 |
Diluted (loss) earnings per share | ||||
Continuing operations | (0.05) | 4.83 | (0.47) | 15.93 |
Discontinued operations | (0.14) | (0.75) | (0.33) | |
Diluted (loss) earnings per share | $ (0.05) | $ 4.69 | $ (1.22) | $ 15.60 |
Weighted average number of shares outstanding - Basic | 3,021,455 | 1,156,939 | 2,436,015 | 1,069,534 |
Weighted average number of shares outstanding - Diluted | 3,021,455 | 1,304,878 | 2,436,015 | 1,219,822 |
Nonrelated Party [Member] | ||||
Other income (expense) | ||||
Interest expense | $ (386,562) | $ (281,201) | $ (1,126,281) | $ (586,251) |
Related Party [Member] | ||||
Other income (expense) | ||||
Interest expense | $ (32,475) | $ (1,730) | $ (125,104) | $ (5,189) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 62,815 | $ 27,329,201 | $ (20,000,000) | $ (33,458,145) | $ (26,066,129) | |
Balance, shares at Dec. 31, 2021 | 730,407 | |||||
Shares issued due to private placement | $ 781 | $ 15,313 | (16,043) | 20,000,000 | 20,000,051 | |
Balance, shares | 9,076 | 178,059 | ||||
Share-based compensation | 739,960 | 739,960 | ||||
Net income (loss) | 9,340,000 | 9,340,000 | ||||
Shares issued for vested stock awards | $ 34 | (34) | ||||
Balance, shares | 400 | |||||
Exercise of warrants | $ 2,150 | 2,472,850 | 2,475,000 | |||
Balance, shares | 25,000 | |||||
Shares issued pursuant to acquisition of Medigap | $ 3,475 | 4,759,976 | 4,763,451 | |||
Balance, shares | 40,402 | |||||
Issuance of common stock for conversion of warrants | $ (18,788) | 18,788 | ||||
Balance, shares | (218,462) | |||||
Balance at Mar. 31, 2022 | $ 781 | $ 64,999 | 35,304,698 | (24,118,145) | 11,252,333 | |
Balance, shares at Mar. 31, 2022 | 9,076 | 755,806 | ||||
Balance at Dec. 31, 2021 | $ 62,815 | 27,329,201 | (20,000,000) | (33,458,145) | (26,066,129) | |
Balance, shares at Dec. 31, 2021 | 730,407 | |||||
Net income (loss) | 25,957,784 | |||||
Balance at Sep. 30, 2022 | $ 103,512 | 35,762,437 | (7,500,361) | 28,365,588 | ||
Balance, shares at Sep. 30, 2022 | 1,203,630 | |||||
Balance at Mar. 31, 2022 | $ 781 | $ 64,999 | 35,304,698 | (24,118,145) | 11,252,333 | |
Balance, shares at Mar. 31, 2022 | 9,076 | 755,806 | ||||
Share-based compensation | 179,083 | 179,083 | ||||
Net income (loss) | 10,495,691 | 10,495,691 | ||||
Issuance of common stock for conversion of warrants | $ 18,788 | (17,452) | 1,336 | |||
Balance, shares | 218,462 | |||||
Balance at Jun. 30, 2022 | $ 781 | $ 83,787 | 35,466,329 | (13,622,454) | 21,928,443 | |
Balance, shares at Jun. 30, 2022 | 9,076 | 974,268 | ||||
Share-based compensation | 314,257 | 314,257 | ||||
Net income (loss) | 6,122,093 | 6,122,093 | ||||
Issuance of common stock for conversion of warrants | $ 7,002 | (6,207) | 795 | |||
Balance, shares | 81,423 | |||||
Shares issued due to conversion of preferred stock | $ (781) | $ 12,723 | (11,942) | |||
Balance, shares | (9,076) | 147,939 | ||||
Balance at Sep. 30, 2022 | $ 103,512 | 35,762,437 | (7,500,361) | 28,365,588 | ||
Balance, shares at Sep. 30, 2022 | 1,203,630 | |||||
Balance at Dec. 31, 2022 | $ 104,883 | 35,798,139 | (26,991,983) | 8,911,039 | ||
Balance, shares at Dec. 31, 2022 | 1,219,573 | |||||
Common shares issued for earnout liabilities | $ 9,404 | 973,074 | 982,478 | |||
Balance, shares | 109,358 | |||||
Conversion of convertible debt, related parties | $ 5,740 | $ 639,260 | $ 645,000 | |||
Balance, shares | 66,743 | |||||
Round up of shares due to reverse split | 1,300 | (5,946) | (4,646) | |||
Balance, shares | 15,336 | |||||
Shares issued due to private placement | $ 13,333 | $ 3,433,151 | $ 3,446,484 | |||
Balance, shares | 155,038 | |||||
Share-based compensation | 43,797 | 43,797 | ||||
Net income (loss) | (1,788,538) | (1,788,538) | ||||
Balance at Mar. 31, 2023 | $ 134,660 | 40,881,475 | (28,780,521) | 12,235,614 | ||
Balance, shares at Mar. 31, 2023 | 1,566,048 | |||||
Balance at Dec. 31, 2022 | $ 104,883 | 35,798,139 | (26,991,983) | 8,911,039 | ||
Balance, shares at Dec. 31, 2022 | 1,219,573 | |||||
Net income (loss) | (2,982,827) | |||||
Balance at Sep. 30, 2023 | $ 198,155 | 43,639,612 | (29,974,812) | $ 13,862,955 | ||
Balance, shares at Sep. 30, 2023 | 2,304,375 | 0 | ||||
Balance at Mar. 31, 2023 | $ 134,660 | 40,881,475 | (28,780,521) | $ 12,235,614 | ||
Balance, shares at Mar. 31, 2023 | 1,566,048 | |||||
Common shares issued for earnout liabilities | $ 30,294 | 1,403,406 | 1,433,700 | |||
Balance, shares | 352,260 | |||||
Share-based compensation | 35,367 | 35,367 | ||||
Net income (loss) | (1,055,287) | (1,055,287) | ||||
Common shares issued for services | $ 9,681 | 368,314 | 377,995 | |||
Balance, shares | 112,557 | |||||
Shares issued for vested stock awards | $ 1,911 | (1,911) | ||||
Balance, shares | 22,219 | |||||
Balance at Jun. 30, 2023 | $ 176,546 | 42,686,651 | (29,835,808) | 13,027,389 | ||
Balance, shares at Jun. 30, 2023 | 2,053,084 | |||||
Common shares issued for earnout liabilities | $ 15,016 | 463,356 | 478,372 | |||
Balance, shares | 174,610 | |||||
Share-based compensation | 27,779 | 27,779 | ||||
Net income (loss) | (139,004) | (139,004) | ||||
Common shares issued for services | $ 34 | 966 | 1,000 | |||
Balance, shares | 400 | |||||
Shares issued for vested stock awards | $ 259 | 3,510 | 3,769 | |||
Balance, shares | 3,017 | |||||
Exercise of warrants | $ 6,300 | 457,350 | 463,650 | |||
Balance, shares | 73,264 | |||||
Balance at Sep. 30, 2023 | $ 198,155 | $ 43,639,612 | $ (29,974,812) | $ 13,862,955 | ||
Balance, shares at Sep. 30, 2023 | 2,304,375 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (2,982,827) | $ 25,957,784 |
Adjustment to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 1,962,066 | 1,901,140 |
Amortization of debt issuance costs and accretion of debt discount | 35,163 | 28,702 |
Non-cash lease expense | (4,192) | 19,549 |
Stock compensation expense | 106,943 | 1,233,300 |
Shares issued for services performed | 289,995 | |
Recognition and change in fair value of warrant liability | (4,389,120) | (32,398,531) |
Earn-out fair value adjustments | 1,291,494 | 132,445 |
Change in operating assets and liabilities: | ||
Accounts receivable | (196,459) | 174,025 |
Accounts receivable, related parties | (2,786) | 5,972 |
Other receivables | 10,651 | (31,981) |
Prepaid expense and other current assets | 34,136 | 2,346,510 |
Other non-current assets | (6,491) | |
Accounts payables and other accrued liabilities | 48,403 | (1,642,938) |
Other payables | (37,012) | 34,841 |
Net cash used in continuing operating activities | (3,833,545) | (2,245,673) |
Net cash adjustments for discontinued operating activities | 3,816,238 | 67,675 |
Total net cash used in continuing and discontinued operating activities | (17,307) | (2,177,998) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (21,206) | (58,149) |
Purchase of intangibles | (160,211) | (5,392,951) |
Proceeds from sale of investment in NSURE | 900,000 | |
Business acquisitions, net of cash acquired | (6,000,000) | |
Net cash provided by (used in) investing activities | 718,583 | (11,451,100) |
Net cash used in discontinued investing activities | (13,531,509) | |
Total net cash provided by (used in) continuing and discontinued investing activities | 718,583 | (24,982,609) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings of debt | ||
Principal repayments of debt | (763,840) | (663,016) |
Debt issuance costs | (214,257) | |
Loans acquired through acquisitions | 6,520,000 | |
Issuance of common shares in exchange for Series C warrants | 2,131 | |
Principal repayments of short-term financings | (21,923) | (107,206) |
Payments of loans payable, related parties | (954,439) | (174,206) |
Payments of convertible debt, related parties | (693,145) | 1,500,000 |
Cash payments on earn-out liability | (419,225) | (1,627,296) |
Proceeds from exercise of warrants into common stock | 2,475,000 | |
Private placement of shares and warrants | 3,446,484 | 17,853,351 |
Net cash provided by continuing financing activities | 593,912 | 25,564,501 |
Net cash used in discontinued financing activities | (17,700) | |
Total net cash provided by continuing and discontinued financing activities | 576,212 | 25,564,501 |
Net increase in cash and restricted cash | 1,277,488 | (1,596,106) |
Cash and restricted cash at beginning of year | 1,909,769 | 4,620,722 |
Cash and restricted cash at end of year | 3,187,257 | 3,024,616 |
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS: | ||
Common stock issuance to settle earn-out liabilities | $ 2,894,550 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Reliance Global Group, Inc., formerly known as Ethos Media Network, Inc. (“RELI”, “Reliance”, or the “Company”), was incorporated in Florida on August 2, 2013. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as the same may be amended from time to time. Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Liquidity As of September 30, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $ 3,187,000 4,699,000 3,904,000 795,000 13,863,000 4,278,000 4,389,000 1,137,000 1,846,000 2,983,000 3,446,000 Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Cash and Restricted Cash Cash and restricted cash reported on our condensed consolidated balance sheets are reconciled to the total shown on our condensed consolidated statements of cash flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW September 30, 2023 September 30, 2022 Cash $ 1,777,348 $ 1,615,054 Restricted cash 1,409,909 1,409,562 Total cash and restricted cash $ 3,187,257 $ 3,024,616 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 WARRANT LIABILITY September 30, 2023 December 31, 2022 Stock price $ 2.49 $ 8.55 Volatility 105.0 % 105.0 % Time to expiry 3.26 4.01 Dividend yield 0.0 % 0.0 % Risk free rate 4.7 % 4.1 % Warrants measurement input 4.7 % 4.1 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Liabilities Placement Agent Warrants Total Beginning balance, December 31, 2022 $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss (4,226,950 ) (39,281 ) (4,266,231 ) Ending balance, March 31, 2023 2,157,300 9,619 2,166,919 Unrealized (gain) loss 1,584,684 7,825 1,592,509 Ending balance, June 30, 2023 $ 3,741,984 $ 17,444 $ 3,759,428 Balance $ 3,741,984 $ 17,444 $ 3,759,428 Unrealized (gain) loss $ (1,703,333 ) (12,064 ) (1,715,397 ) Warrants exercised or transferred (463,651 ) - (463,651 ) Ending balance, September 30, 2023 $ 1,575,000 $ 5,380 $ 1,580,380 Balance $ 1,575,000 $ 5,380 $ 1,580,380 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS September 30, 2023 WACC Risk Premium: 13.5 % Volatility 50.0 105.0 % Credit Spread: 8.77 10.4 % Payment Delay (days) 90 Risk free rate USD Yield Curve or 5.46% - 5.47 % Discounting Convention: Mid-period Stock Price $ 2.49 Dividend Yield 0.00 % Number of Iterations 100,000 Undiscounted remaining earn out payments were approximately $ 847,854 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE September 30, 2023 December 31, 2022 Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and settlements (3,260,403 ) (1,104,925 ) Period adjustments: Fair value changes included in earnings * 1,291,494 525 Earn-out payable in common shares (53,372 ) - Ending balance 687,197 2,709,478 Less: Current portion (687,197 ) (2,153,478 ) Ending balance, less current portion $ - $ 556,000 * Recorded in the general and administrative expenses caption on the condensed consolidated statements of operations. 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, 2023 Medical Life Property and Casualty Total EBS $ 206,308 $ 8,900 $ - $ 215,208 USBA 11,266 843 - 12,109 CCS/UIS - - 62,197 62,197 Montana 453,269 1,770 - 455,039 Fortman 288,969 602 268,704 558,275 Altruis 1,200,054 - - 1,200,054 Kush 331,240 - - 331,240 Reli Exchange 66,833 18,139 356,489 441,461 Total $ 2,557,939 $ 30,254 $ 687,390 $ 3,275,583 Nine Months Ended September 30, 2023 Medical Life Property and Casualty Total EBS $ 646,259 $ 17,470 $ - $ 663,729 USBA 33,956 2,266 - 36,222 CCS/UIS - - 182,368 182,368 Montana 1,384,060 10,105 - 1,394,165 Fortman 887,605 2,675 700,169 1,590,449 Altruis 4,268,727 - - 4,268,727 Kush 973,719 - - 973,719 Reli Exchange 182,638 103,341 1,015,233 1,301,212 Total $ 8,376,964 $ 135,857 $ 1,897,770 $ 10,410,591 Three Months Ended September 30, 2022 Medical Life Property and Casualty Total EBS $ 206,906 5,478 $ - $ 212,384 USBA 13,227 505 - 13,732 CCS/UIS - - 76,035 76,035 Montana 422,978 3,613 - 426,591 Fortman 256,791 2,464 186,860 446,115 Altruis 895,905 107 - 896,012 Kush 366,043 176 - 366,219 Reli Exchange 56,232 27,383 301,065 384,680 Total $ 2,218,083 39,725 $ 563,960 $ 2,821,768 Nine Months Ended September 30, 2022 Medical Life Property and Casualty Total EBS $ 633,252 11,965 $ - $ 645,217 USBA 38,610 1,028 - 39,638 CCS/UIS - - 177,111 177,111 Montana 1,379,307 5,710 - 1,385,017 Fortman 943,852 5,337 589,924 1,539,113 Altruis 3,053,474 2,783 - 3,056,257 Kush 1,229,326 933 - 1,230,259 Reli Exchange 103,893 49,646 501,463 655,002 Revenues $ 7,381,714 77,402 $ 1,268,498 $ 8,727,614 The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES For the Three Months Insurance Carrier 2023 2022 Priority Health 44 % 30 % BlueCross BlueShield 21 % 13 % Insurance carrier 21 % 13 % For the Nine Months Insurance Carrier 2023 2022 Priority Health 37 % 34 % BlueCross BlueShield 14 % 13 % Insurance carrier 14 % 13 % No other single customer accounted for more than 10 Income Taxes The Company recorded no As of September 30, 2023 Discontinued Operations The Company’s board of directors approved the discontinuation and abandonment of Medigap Healthcare Insurance Company, LLC (“Medigap”), a subsidiary of the Company, effective April 17, 2023, due to Medigap’s sustained recurring losses stemming from amongst other factors, greater than anticipated revenue chargebacks. The Company was unable to divest its interest in Medigap for value, and accordingly, operations were wound down in an orderly manner. In doing so, the Company transferred to its operating entity, Medigap’s customer relationships and internally developed and purchased software intangible assets, with net of amortization combined value of approximately $ 4,300,000 29,500 0 4,400,000 Settlement Agreement On June 30, 2023, the Company entered into a confidential settlement agreement and mutual release (the “Settlement Agreement”) with certain Medigap affiliated entities and persons, and the former owners of Medigap, whereby the Company would receive a settlement payment of $ 2,900,000 The following tables present the major components of assets and liabilities included in discontinued operations on the condensed consolidated balance sheets. SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS September 30, 2023 December 31, 2022 Accounts receivable $ - $ 73,223 Accounts receivable, related parties - 3,595 Accounts receivable - 3,595 Other receivables - 5,388 Prepaid expense and other current assets - 3,792 Current Assets - Discontinued Operations $ - $ 85,998 Condensed consolidated balance sheets - Current Assets - Discontinued Operations $ - $ 85,998 Property and equipment, net - $ 24,116 Right-of-use assets - 163,129 Intangibles, net - 318,000 Goodwill - 4,825,634 Other Assets - Discontinued Operations $ - $ 5,330,879 Condensed consolidated balance sheets - Other Assets - Discontinued Operations $ - $ 5,330,877 Accounts payable and other accrued liabilities - $ 506,585 Chargeback reserve - 915,934 Current portion of leases payable - 178,117 Current Liabilities - Discontinued Operations $ - $ 1,600,636 Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations $ - $ 1,600,636 The following table rolls forward Medigap’s assets and liabilities from their carrying values pre-abandonment to their values post abandonment, and presents the impact of reclassifications, impairments, and write-offs: Medigap Related Assets Carrying Value Prior To Abandonment Asset and Liability Transfers Retained by the Company Asset Impairments and Liability Write-Offs Carrying Value As of September 30, 2023 Accounts receivable $ 56,398 $ - $ (56,398 ) $ - Accounts receivable, related party 3,595 - (3,595 ) - Accounts receivable 3,595 - (3,595 ) - Other receivables 5,388 - (5,388 ) - Current assets – Medigap $ 65,381 $ - $ (65,381 ) $ - Property and equipment, net $ 22,378 $ - $ (22,378 ) $ - Right-of-use assets 119,594 - (119,594 ) - Intangibles, net 4,570,536 (4,258,214 ) 1 (312,322 ) - Goodwill 4,825,634 - (4,825,634 ) - Other assets - Medigap $ 9,538,142 $ (4,258,214 ) $ (5,279,928 ) $ - Total assets - Medigap $ 9,603,523 $ (4,258,214 ) $ (5,345,309 ) $ - Accounts payable and other accrued liabilities $ 4,157 $ - $ (4,157 ) $ - Short term financing agreements 29,500 (29,500 ) - - Chargeback reserve 831,725 - (831,725 ) 2 - Current portion of leases payable 134,517 - (134,517 ) 3 - Other liabilities 9,842 - (9,842 ) 3 - Current liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Total liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Net assets and liabilities - Medigap $ 8,593,782 $ (4,228,714 ) $ (4,365,068 ) $ - 1 Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. 2 Estimated liability write-off per net zero dollar estimated liability value. 3 Liability discharge pursuant to the Settlement Agreement. The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations. Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Income Commission income $ - $ 1,331,593 $ 744,030 $ 3,868,654 Expenses Commission expense - 167,837 110,639 473,578 Salaries and wages - 484,783 454,663 1,474,526 General and administrative expenses - 136,070 129,363 384,393 Marketing and advertising - 662,744 426,818 1,774,463 Depreciation and amortization - 62,048 7,283 176,233 Other expenses (income) - (7,500 ) (3,902 ) (14,954 ) Total discontinued operations expenses before impairments and write-offs - 1,505,982 1,124,864 4,268,239 Total discontinued operations income / (loss) before impairments and write-offs $ - $ (174,390 ) $ (380,834 ) $ (399,585 ) Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities Settlement Recovery $ - - $ 2,900,000 - Asset impairment losses Accounts receivable - - 56,398 - Accounts receivable, related parties - - 3,595 - Other receivables - - 5,388 - Property and equipment, net - - 22,378 - Right-of-use assets - - 119,593 - Intangibles, net - - 312,322 - Goodwill - - 4,825,634 - Total asset impairments - - 5,345,309 - Liability write-off gains Accounts payable and other accrued liabilities - - 4,156 - Other payables - - 9,842 - Chargeback reserve - - 831,725 - Current portion of leases payable - - 134,517 - Total liability write-off gains - - 980,240 - Discontinued operations net asset and liability impairments / write-offs gains and (losses) - - 4,365,070 - Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities - - (1,465,070 ) - Gain (loss) from discontinued operations before tax - (174,390 ) (1,845,904 ) (399,585 ) Consolidated statement of operations - Income (loss) from discontinued operations before tax $ - $ (174,390 ) $ (1,845,904 ) $ (399,585 ) Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS The following table rolls forward the Company’s goodwill balance for the periods ended September 30, 2023, and December 31, 2022, adjusted for discontinued operations. SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2021 $ 10,050,277 Goodwill recognized in connection with Barra acquisition on April 26, 2022 4,236,822 December 31, 2022 14,287,099 September 30, 2023 $ 14,287,099 For the year ended December 31, 2022, due to a declining market capitalization attributed to Medigap’s performance, the Company performed a goodwill impairment test utilizing the Market Approach – Traded Market Value Method, concluding that the Company’s fair value and resultant net assets, implied a goodwill balance of $ 19,100,000 33,400,000 14,373,374 4,825,634 The following table rolls forward the Company’s goodwill balance for the periods ended September 30, 2023, and December 31, 2022 inclusive of discontinued operations. Goodwill December 31, 2021 $ 10,050,277 Goodwill recognized in connection with Medigap acquisition 19,199,008 Goodwill recognized in connection with Barra acquisition 4,236,822 Goodwill impairment (Medigap) during the year-ended December 31, 2022 (14,373,374 ) December 31, 2022 19,112,733 Goodwill impairment (Medigap) during the nine months ended September 30, 2023 (4,825,634 ) September 30, 2023 $ 14,287,099 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of September 30, 2023: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD Weighted Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 3.6 $ 1,807,187 $ (1,232,982 ) $ 574,205 Internally developed software 3.4 1,792,186 (557,038 ) 1,235,148 Customer relationships 8.26 11,922,290 (2,914,320 ) 9,007,970 Purchased software 1.85 667,206 (609,677 ) 57,529 Video production assets 0.00 50,000 (50,000 ) - Non-competition agreements 1.14 3,504,810 (2,704,136 ) 800,674 $ 19,743,679 $ (8,068,153 ) $ 11,675,526 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2022: Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 4.4 $ 1,806,188 $ (969,241 ) $ 836,947 Internally developed software 4.1 1,635,178 (287,990 ) 1,347,188 Customer relationships 9.0 11,922,290 (2,076,086 ) 9,846,204 Purchased software 0.4 665,137 (581,497 ) 83,640 Video production assets - 50,000 (50,000 ) - Non-competition agreements 1.9 3,504,810 (2,179,420 ) 1,325,390 Total $ 19,583,603 $ (6,144,234 ) $ 13,439,369 The following table reflects expected amortization expense as of September 30, 2023, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2023 (remainder of year) $ 639,264 2024 2,193,428 2025 1,799,472 2026 1,530,604 2027 1,196,429 Thereafter 4,316,329 Total $ 11,675,526 |
LONG-TERM DEBT AND SHORT-TERM F
LONG-TERM DEBT AND SHORT-TERM FINANCINGS | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND SHORT-TERM FINANCINGS | NOTE 3. LONG-TERM DEBT AND SHORT-TERM FINANCINGS Long-Term Debt The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT September 30, 2023 December 31, 2022 Oak Street Funding LLC Term Loan $ 384,402 $ 426,883 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5 August 2028 10,724 12,388 $ 384,402 $ 426,883 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5 December 2028 13,163 15,076 627,676 693,682 Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0 April 2029 8,101 9,206 719,654 788,596 Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0 May 2029 32,481 36,843 1,817,583 1,987,846 Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0 September 2029 37,269 42,129 2,989,482 3,249,575 Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of Prime Rate plus 2.5 May 2032 182,118 198,188 6,195,731 6,321,812 Long term debt gross 12,734,528 13,468,394 Less: current portion (1,353,961 ) (1,118,721 ) Long-term debt $ 11,380,567 $ 12,349,673 Oak Street Funding LLC – Term Loans and Credit Facilities SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES Fiscal year ending December 31, Maturities of Long-Term Debt 2023 (remainder of year) $ 326,783 2024 1,390,766 2025 1,552,772 2026 1,729,160 2027 1,925,603 Thereafter 6,093,302 Total 13,018,386 Less: debt issuance costs (283,858 ) Total $ 12,734,528 Short-Term Financings The Company has various short-term notes payable for financed items such as insurance premiums and CRM software purchases. These are normally paid in equal installments over a period of twelve months or less and carry interest rates up to 8 % per annum. As of September 30, 2023, and December 31, 2022, balances outstanding on short-term financings were $ 114,394 154,017 |
WARRANT LIABILITIES
WARRANT LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Warrant Liabilities | |
WARRANT LIABILITIES | NOTE 4. WARRANT LIABILITIES Series B Warrants Pursuant to the terms of the Sales and Purchase Agreement (SPA), during the quarter ended September 30, 2023, the Series B Warrants’ effective exercise price reset to $ 2.43 1,166,667 For the three and nine months ended September 30, 2023, net fair value gains and losses recognized for the Series B Warrants were gains of $ 1,703,333 4,345,599 7,726,161 34,621,024 1,575,000 6,384,250 Placement Agent Warrants For the three and nine months ended September 30, 2023, net fair value gains and losses recognized for the Placement Agent Warrants (“PAW”) were gains of $ 12,064 43,520 193,154 1,450,129 5,380 48,900 |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
EQUITY | NOTE 5. EQUITY Common Stock The Company is authorized to issue 133,333,333 0.086 In January 2023, the Company issued 109,358 On February 23, 2023, pursuant to authority granted by the Board of Directors of the Company, the Company implemented a 1-for-15 reverse split 15,300 1,300 In March 2023, Yes Americana, a related party, converted $ 645,000 66,743 9.67 66,743 In March 2023, the Company issued 155,038 During the second quarter of 2023, the Company issued from its common stock, 112,557 shares in lieu of services provided, 352,260 shares to settle an earn-out liability and 22,219 shares pursuant to vested restricted stock awards earned by agents through an equity-based compensation program at one of the Company’s subsidiaries. During the third quarter of 2023, the Company issued from its common stock, 174,610 shares to settle an earn-out liability, 400 shares in lieu of services provided, and 3,017 shares to employees for vested stock awards. As of September 30, 2023 and December 31, 2022, there were 2,304,375 1,219,573 Warrants Series A Warrants In conjunction with the Company’s initial public offering, the Company issued 2,070,000 Series A Warrants, classified as equity warrants per its provisions, which permit holders to obtain a fixed number of shares for a fixed monetary value. The warrants are standalone equity securities transferable without the Company’s consent or knowledge. The warrants were recorded at a value per the offering of $ 0.01 6.60 th 375,000 1,695,000 Series A Warrants issued and outstanding as of September 30, 2023 and December 31, 2022. Pursuant to the Reverse Split-2023, the outstanding Series A Warrants are exercisable into 113,000 99.00 Series E and F Warrants On March 13, 2023, the Company entered into a securities purchase agreement (the “SPA-2023”) with one institutional buyer for the purchase and sale of, (i) an aggregate of 155,038 0.086 897,594 2,105,264 52,632 entered into a registration rights agreement with the buyer to register for resale the common shares underlying the Series E and F Warrants. The aggregate purchase price for the Common Shares, Prefunded Warrants (Series E Warrants) and the Common Warrants (Series F Warrants) to be purchased by the Buyer shall be equal to (i) $ 3.80 3.799 0.001 The Common Warrant (Series F) has an exercise price of $ 3.55 Private Placement-2023 . The Common Warrant will be exercisable six months following the date of issuance and will expire five and a half years from the date of issuance. The PA Warrant has an exercise price of $ 3.91 The closing of the Private Placement-2023 occurred on March 16, 2023. EF Hutton, a division of Benchmark Investments, LLC (the “Placement Agent”) acted as the sole placement agent and was entitled to an 8 Gross and net proceeds to the Company from the Private Placement-2023 were approximately $ 4 million and $ 3.4 million respectively, to be utilized primarily for general working capital and administrative purposes. Direct financing fees approximated $ 553,000 The Company determined the Series E Warrants, Series F Warrants, and PA Warrants are equity in nature because of provisions, pursuant to the warrant agreements, that permit the holder to obtain a fixed number of shares for a fixed monetary amount. The values offset to $ 0 As of September 30, 2023, no exercises have occurred and there remain 897,594 2,105,264 52,632 Equity-based Compensation During the nine-month period ended September 30, 2023, an executive was awarded an annual stock award in conjunction with a promotion agreement, consisting of 2,667 5,601 17,044 Total stock-based compensation expense recorded in general and administrative expenses in the condensed consolidated statements of operations for the three and nine months ended 30, 2023 27,779 106,943 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 6. EARNINGS (LOSS) PER SHARE Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding. If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS. The following calculates basic and diluted EPS: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 (Loss) income from continuing operations, numerator, basic and diluted computation $ (139,004 ) $ 6,296,483 Deemed dividend - - Net income continuing operations, numerator, basic computation Recognition and change in fair value of warrant liabilities Net loss continuing operations, numerator, diluted computation Weighted average common shares, basic 3,021,455 1,156,939 Effect of series B warrants - 147,939 Non-vested stock awards Weighted average common shares, dilutive 3,021,455 1,304,878 (Loss) earnings per common share – basic $ (0.05 ) $ 5.44 (Loss) earnings per common share – diluted $ (0.05 ) 4.83 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 (Loss) income from continuing operations $ (1,136,922 ) $ 26,357,370 Deemed dividend - (6,930,335 ) Net (loss) income from continuing operations, numerator, diluted computation $ (1,136,922 ) $ 19,427,035 Weighted average common shares, basic 2,436,015 1,069,534 Effect of series B warrants - 147,939 Non-vested stock awards - 2,349 Weighted average common shares, dilutive 2,436,015 1,219,822 Loss per common share – basic (0.47 ) 18.16 Loss per common share – diluted $ (0.47 ) $ 15.93 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 For the Three and Nine Months Ended September 30, 2023 September 30, 2022 Shares subject to outstanding common stock options 10,298 10,928 Shares subject to Series A warrants 113,000 113,000 Shares subject to Series B warrants 1,182,969 668,297 Shares subject to Series E warrants 887,594 - Shares subject to series F warrants 2,105,264 - Shares subject to placement agent warrants 52,632 - Shares subject to vested and unvested stock awards 5,756 4,085 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 7. LEASES Operating lease expense for the three months ended September 30, 2023 and 2022 was $ 123,508 118,653 362,804 337,876 3.82 6.14 Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Period ending September 30, 2023 Operating Lease Obligations 2023 $ 391,173 2024 210,106 2025 112,904 2026 116,291 2027 119,780 Thereafter 60,774 Total undiscounted operating lease payments 1,011,028 Less: Imputed interest 101,495 Present value of operating lease liabilities $ 909,533 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES Legal Contingencies The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, no legal contingencies are accrued as of September 30, 2023 and December 31, 2022. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time have been subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future. Earn-out liabilities The following outlines changes to the Company’s earn-out liability balances for the respective periods ended September 30, 2023 and December 31, 2022: SCHEDULE OF EARN-OUT LIABILITY Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2022 $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 Changes due to business combinations Changes due to payments (1,433,700 ) (750,000 ) (929,168 ) (147,535 ) - (3,260,403 ) Changes due to fair value adjustments 1,152,525 356,744 94,225 - (312,000 ) 1,291,494 Changes due to amount payable in common shares - (53,372 ) - - - (53,372 ) Ending balance September 30, 2023 $ 385,825 $ 53,372 $ - $ - $ 248,000 $ 687,197 Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2021 $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Beginning balance $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Changes due to business combinations - - - - 600,000 600,000 Changes due to payments (34,430 ) (326,935 ) (84,473 ) (1,259,087 ) - (1,704,925 ) Changes due to fair value adjustments 186,122 210,966 (73,452 ) (283,111 ) (40,000 ) 525 Ending balance December 31, 2022 $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 Ending balance $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9. RELATED PARTY TRANSACTIONS On September 13, 2022, the Company issued a promissory note to YES Americana Group, LLC (“Americana”) a related party entity beneficially owned by the Company’s Chief Executive Officer, for the principal sum of $ 1,500,000 5 On February 7, 2023 , the Company and Americana entered into an amendment to the Note pursuant to which (i) the principal amount of the Note was increased to $ 1,845,000 0.086 On February 13, 2023, Americana effectuated a conversion of $ 645,000 66,743 0.086 693,145 161,855 1,500,000 4,355 The Company has amounts payable to Reliance Global Holdings, LLC, a related party beneficially owned by the Company’s Chief Executive Officer stemming from funds loaned to the Company for various subsidiary acquisitions. These loans do not bear interest and there is no term. Repayment will be made at the Company’s discretion. The open balance is considered non-current and classified to the related parties, less current portion account in the condensed consolidated balance sheets with open balances of $ 25,479 100,724 The Company incurred a payable of $ 200,000 27,673 7.5 4,167 36,479 47,249 0 21,541 1,730 5,189 Pursuant to the first amendment to the April 26, 2022 asset purchase agreement between the Company and Barra & Associates, LLC, a related party entity beneficially owned by a senior vice president of the Company, the Company agreed to pay a deferred purchase price (the “DPP”) of $ 1,375,000 1.5 300,000 1,375,000 233,306 0 26,390 115,560 |
INVESTMENT IN NSURE
INVESTMENT IN NSURE | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT IN NSURE | NOTE 10. INVESTMENT IN NSURE During April 2023, the Company sold its remaining 262,684 900,000 0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS On October 3, 2023, 168,594 168,594 0.001 729 729,000 |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as the same may be amended from time to time. Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Liquidity | Liquidity As of September 30, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $ 3,187,000 4,699,000 3,904,000 795,000 13,863,000 4,278,000 4,389,000 1,137,000 1,846,000 2,983,000 3,446,000 Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Cash and Restricted Cash | Cash and Restricted Cash Cash and restricted cash reported on our condensed consolidated balance sheets are reconciled to the total shown on our condensed consolidated statements of cash flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW September 30, 2023 September 30, 2022 Cash $ 1,777,348 $ 1,615,054 Restricted cash 1,409,909 1,409,562 Total cash and restricted cash $ 3,187,257 $ 3,024,616 |
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 WARRANT LIABILITY September 30, 2023 December 31, 2022 Stock price $ 2.49 $ 8.55 Volatility 105.0 % 105.0 % Time to expiry 3.26 4.01 Dividend yield 0.0 % 0.0 % Risk free rate 4.7 % 4.1 % Warrants measurement input 4.7 % 4.1 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Liabilities Placement Agent Warrants Total Beginning balance, December 31, 2022 $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss (4,226,950 ) (39,281 ) (4,266,231 ) Ending balance, March 31, 2023 2,157,300 9,619 2,166,919 Unrealized (gain) loss 1,584,684 7,825 1,592,509 Ending balance, June 30, 2023 $ 3,741,984 $ 17,444 $ 3,759,428 Balance $ 3,741,984 $ 17,444 $ 3,759,428 Unrealized (gain) loss $ (1,703,333 ) (12,064 ) (1,715,397 ) Warrants exercised or transferred (463,651 ) - (463,651 ) Ending balance, September 30, 2023 $ 1,575,000 $ 5,380 $ 1,580,380 Balance $ 1,575,000 $ 5,380 $ 1,580,380 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS September 30, 2023 WACC Risk Premium: 13.5 % Volatility 50.0 105.0 % Credit Spread: 8.77 10.4 % Payment Delay (days) 90 Risk free rate USD Yield Curve or 5.46% - 5.47 % Discounting Convention: Mid-period Stock Price $ 2.49 Dividend Yield 0.00 % Number of Iterations 100,000 Undiscounted remaining earn out payments were approximately $ 847,854 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE September 30, 2023 December 31, 2022 Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and settlements (3,260,403 ) (1,104,925 ) Period adjustments: Fair value changes included in earnings * 1,291,494 525 Earn-out payable in common shares (53,372 ) - Ending balance 687,197 2,709,478 Less: Current portion (687,197 ) (2,153,478 ) Ending balance, less current portion $ - $ 556,000 * Recorded in the general and administrative expenses caption on the condensed consolidated statements of operations. |
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, 2023 Medical Life Property and Casualty Total EBS $ 206,308 $ 8,900 $ - $ 215,208 USBA 11,266 843 - 12,109 CCS/UIS - - 62,197 62,197 Montana 453,269 1,770 - 455,039 Fortman 288,969 602 268,704 558,275 Altruis 1,200,054 - - 1,200,054 Kush 331,240 - - 331,240 Reli Exchange 66,833 18,139 356,489 441,461 Total $ 2,557,939 $ 30,254 $ 687,390 $ 3,275,583 Nine Months Ended September 30, 2023 Medical Life Property and Casualty Total EBS $ 646,259 $ 17,470 $ - $ 663,729 USBA 33,956 2,266 - 36,222 CCS/UIS - - 182,368 182,368 Montana 1,384,060 10,105 - 1,394,165 Fortman 887,605 2,675 700,169 1,590,449 Altruis 4,268,727 - - 4,268,727 Kush 973,719 - - 973,719 Reli Exchange 182,638 103,341 1,015,233 1,301,212 Total $ 8,376,964 $ 135,857 $ 1,897,770 $ 10,410,591 Three Months Ended September 30, 2022 Medical Life Property and Casualty Total EBS $ 206,906 5,478 $ - $ 212,384 USBA 13,227 505 - 13,732 CCS/UIS - - 76,035 76,035 Montana 422,978 3,613 - 426,591 Fortman 256,791 2,464 186,860 446,115 Altruis 895,905 107 - 896,012 Kush 366,043 176 - 366,219 Reli Exchange 56,232 27,383 301,065 384,680 Total $ 2,218,083 39,725 $ 563,960 $ 2,821,768 Nine Months Ended September 30, 2022 Medical Life Property and Casualty Total EBS $ 633,252 11,965 $ - $ 645,217 USBA 38,610 1,028 - 39,638 CCS/UIS - - 177,111 177,111 Montana 1,379,307 5,710 - 1,385,017 Fortman 943,852 5,337 589,924 1,539,113 Altruis 3,053,474 2,783 - 3,056,257 Kush 1,229,326 933 - 1,230,259 Reli Exchange 103,893 49,646 501,463 655,002 Revenues $ 7,381,714 77,402 $ 1,268,498 $ 8,727,614 The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES For the Three Months Insurance Carrier 2023 2022 Priority Health 44 % 30 % BlueCross BlueShield 21 % 13 % Insurance carrier 21 % 13 % For the Nine Months Insurance Carrier 2023 2022 Priority Health 37 % 34 % BlueCross BlueShield 14 % 13 % Insurance carrier 14 % 13 % No other single customer accounted for more than 10 |
Income Taxes | Income Taxes The Company recorded no As of September 30, 2023 |
Discontinued Operations | Discontinued Operations The Company’s board of directors approved the discontinuation and abandonment of Medigap Healthcare Insurance Company, LLC (“Medigap”), a subsidiary of the Company, effective April 17, 2023, due to Medigap’s sustained recurring losses stemming from amongst other factors, greater than anticipated revenue chargebacks. The Company was unable to divest its interest in Medigap for value, and accordingly, operations were wound down in an orderly manner. In doing so, the Company transferred to its operating entity, Medigap’s customer relationships and internally developed and purchased software intangible assets, with net of amortization combined value of approximately $ 4,300,000 29,500 0 4,400,000 Settlement Agreement On June 30, 2023, the Company entered into a confidential settlement agreement and mutual release (the “Settlement Agreement”) with certain Medigap affiliated entities and persons, and the former owners of Medigap, whereby the Company would receive a settlement payment of $ 2,900,000 The following tables present the major components of assets and liabilities included in discontinued operations on the condensed consolidated balance sheets. SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS September 30, 2023 December 31, 2022 Accounts receivable $ - $ 73,223 Accounts receivable, related parties - 3,595 Accounts receivable - 3,595 Other receivables - 5,388 Prepaid expense and other current assets - 3,792 Current Assets - Discontinued Operations $ - $ 85,998 Condensed consolidated balance sheets - Current Assets - Discontinued Operations $ - $ 85,998 Property and equipment, net - $ 24,116 Right-of-use assets - 163,129 Intangibles, net - 318,000 Goodwill - 4,825,634 Other Assets - Discontinued Operations $ - $ 5,330,879 Condensed consolidated balance sheets - Other Assets - Discontinued Operations $ - $ 5,330,877 Accounts payable and other accrued liabilities - $ 506,585 Chargeback reserve - 915,934 Current portion of leases payable - 178,117 Current Liabilities - Discontinued Operations $ - $ 1,600,636 Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations $ - $ 1,600,636 The following table rolls forward Medigap’s assets and liabilities from their carrying values pre-abandonment to their values post abandonment, and presents the impact of reclassifications, impairments, and write-offs: Medigap Related Assets Carrying Value Prior To Abandonment Asset and Liability Transfers Retained by the Company Asset Impairments and Liability Write-Offs Carrying Value As of September 30, 2023 Accounts receivable $ 56,398 $ - $ (56,398 ) $ - Accounts receivable, related party 3,595 - (3,595 ) - Accounts receivable 3,595 - (3,595 ) - Other receivables 5,388 - (5,388 ) - Current assets – Medigap $ 65,381 $ - $ (65,381 ) $ - Property and equipment, net $ 22,378 $ - $ (22,378 ) $ - Right-of-use assets 119,594 - (119,594 ) - Intangibles, net 4,570,536 (4,258,214 ) 1 (312,322 ) - Goodwill 4,825,634 - (4,825,634 ) - Other assets - Medigap $ 9,538,142 $ (4,258,214 ) $ (5,279,928 ) $ - Total assets - Medigap $ 9,603,523 $ (4,258,214 ) $ (5,345,309 ) $ - Accounts payable and other accrued liabilities $ 4,157 $ - $ (4,157 ) $ - Short term financing agreements 29,500 (29,500 ) - - Chargeback reserve 831,725 - (831,725 ) 2 - Current portion of leases payable 134,517 - (134,517 ) 3 - Other liabilities 9,842 - (9,842 ) 3 - Current liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Total liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Net assets and liabilities - Medigap $ 8,593,782 $ (4,228,714 ) $ (4,365,068 ) $ - 1 Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. 2 Estimated liability write-off per net zero dollar estimated liability value. 3 Liability discharge pursuant to the Settlement Agreement. The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations. Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Income Commission income $ - $ 1,331,593 $ 744,030 $ 3,868,654 Expenses Commission expense - 167,837 110,639 473,578 Salaries and wages - 484,783 454,663 1,474,526 General and administrative expenses - 136,070 129,363 384,393 Marketing and advertising - 662,744 426,818 1,774,463 Depreciation and amortization - 62,048 7,283 176,233 Other expenses (income) - (7,500 ) (3,902 ) (14,954 ) Total discontinued operations expenses before impairments and write-offs - 1,505,982 1,124,864 4,268,239 Total discontinued operations income / (loss) before impairments and write-offs $ - $ (174,390 ) $ (380,834 ) $ (399,585 ) Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities Settlement Recovery $ - - $ 2,900,000 - Asset impairment losses Accounts receivable - - 56,398 - Accounts receivable, related parties - - 3,595 - Other receivables - - 5,388 - Property and equipment, net - - 22,378 - Right-of-use assets - - 119,593 - Intangibles, net - - 312,322 - Goodwill - - 4,825,634 - Total asset impairments - - 5,345,309 - Liability write-off gains Accounts payable and other accrued liabilities - - 4,156 - Other payables - - 9,842 - Chargeback reserve - - 831,725 - Current portion of leases payable - - 134,517 - Total liability write-off gains - - 980,240 - Discontinued operations net asset and liability impairments / write-offs gains and (losses) - - 4,365,070 - Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities - - (1,465,070 ) - Gain (loss) from discontinued operations before tax - (174,390 ) (1,845,904 ) (399,585 ) Consolidated statement of operations - Income (loss) from discontinued operations before tax $ - $ (174,390 ) $ (1,845,904 ) $ (399,585 ) |
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, 2023 | |
Accounting Policies [Abstract] | |
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, 2023 September 30, 2022 Cash $ 1,777,348 $ 1,615,054 Restricted cash 1,409,909 1,409,562 Total cash and restricted cash $ 3,187,257 $ 3,024,616 |
SCHEDULE OF WARRANT LIABILITY | SCHEDULE OF WARRANT LIABILITY September 30, 2023 December 31, 2022 Stock price $ 2.49 $ 8.55 Volatility 105.0 % 105.0 % Time to expiry 3.26 4.01 Dividend yield 0.0 % 0.0 % Risk free rate 4.7 % 4.1 % Warrants measurement input 4.7 % 4.1 % |
SCHEDULE OF RECONCILES WARRANT COMMITMENT | The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Liabilities Placement Agent Warrants Total Beginning balance, December 31, 2022 $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss (4,226,950 ) (39,281 ) (4,266,231 ) Ending balance, March 31, 2023 2,157,300 9,619 2,166,919 Unrealized (gain) loss 1,584,684 7,825 1,592,509 Ending balance, June 30, 2023 $ 3,741,984 $ 17,444 $ 3,759,428 Balance $ 3,741,984 $ 17,444 $ 3,759,428 Unrealized (gain) loss $ (1,703,333 ) (12,064 ) (1,715,397 ) Warrants exercised or transferred (463,651 ) - (463,651 ) Ending balance, September 30, 2023 $ 1,575,000 $ 5,380 $ 1,580,380 Balance $ 1,575,000 $ 5,380 $ 1,580,380 |
SCHEDULE OF FAIR VALUE MEASUREMENTS | SCHEDULE OF FAIR VALUE MEASUREMENTS September 30, 2023 WACC Risk Premium: 13.5 % Volatility 50.0 105.0 % Credit Spread: 8.77 10.4 % Payment Delay (days) 90 Risk free rate USD Yield Curve or 5.46% - 5.47 % Discounting Convention: Mid-period Stock Price $ 2.49 Dividend Yield 0.00 % Number of Iterations 100,000 |
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE | SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE September 30, 2023 December 31, 2022 Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and settlements (3,260,403 ) (1,104,925 ) Period adjustments: Fair value changes included in earnings * 1,291,494 525 Earn-out payable in common shares (53,372 ) - Ending balance 687,197 2,709,478 Less: Current portion (687,197 ) (2,153,478 ) Ending balance, less current portion $ - $ 556,000 * Recorded in the general and administrative expenses caption on the condensed consolidated statements of operations. |
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, 2023 Medical Life Property and Casualty Total EBS $ 206,308 $ 8,900 $ - $ 215,208 USBA 11,266 843 - 12,109 CCS/UIS - - 62,197 62,197 Montana 453,269 1,770 - 455,039 Fortman 288,969 602 268,704 558,275 Altruis 1,200,054 - - 1,200,054 Kush 331,240 - - 331,240 Reli Exchange 66,833 18,139 356,489 441,461 Total $ 2,557,939 $ 30,254 $ 687,390 $ 3,275,583 Nine Months Ended September 30, 2023 Medical Life Property and Casualty Total EBS $ 646,259 $ 17,470 $ - $ 663,729 USBA 33,956 2,266 - 36,222 CCS/UIS - - 182,368 182,368 Montana 1,384,060 10,105 - 1,394,165 Fortman 887,605 2,675 700,169 1,590,449 Altruis 4,268,727 - - 4,268,727 Kush 973,719 - - 973,719 Reli Exchange 182,638 103,341 1,015,233 1,301,212 Total $ 8,376,964 $ 135,857 $ 1,897,770 $ 10,410,591 Three Months Ended September 30, 2022 Medical Life Property and Casualty Total EBS $ 206,906 5,478 $ - $ 212,384 USBA 13,227 505 - 13,732 CCS/UIS - - 76,035 76,035 Montana 422,978 3,613 - 426,591 Fortman 256,791 2,464 186,860 446,115 Altruis 895,905 107 - 896,012 Kush 366,043 176 - 366,219 Reli Exchange 56,232 27,383 301,065 384,680 Total $ 2,218,083 39,725 $ 563,960 $ 2,821,768 Nine Months Ended September 30, 2022 Medical Life Property and Casualty Total EBS $ 633,252 11,965 $ - $ 645,217 USBA 38,610 1,028 - 39,638 CCS/UIS - - 177,111 177,111 Montana 1,379,307 5,710 - 1,385,017 Fortman 943,852 5,337 589,924 1,539,113 Altruis 3,053,474 2,783 - 3,056,257 Kush 1,229,326 933 - 1,230,259 Reli Exchange 103,893 49,646 501,463 655,002 Revenues $ 7,381,714 77,402 $ 1,268,498 $ 8,727,614 |
SCHEDULE OF CONCENTRATIONS OF REVENUES | The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES For the Three Months Insurance Carrier 2023 2022 Priority Health 44 % 30 % BlueCross BlueShield 21 % 13 % Insurance carrier 21 % 13 % For the Nine Months Insurance Carrier 2023 2022 Priority Health 37 % 34 % BlueCross BlueShield 14 % 13 % Insurance carrier 14 % 13 % |
SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS | The following tables present the major components of assets and liabilities included in discontinued operations on the condensed consolidated balance sheets. SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS September 30, 2023 December 31, 2022 Accounts receivable $ - $ 73,223 Accounts receivable, related parties - 3,595 Accounts receivable - 3,595 Other receivables - 5,388 Prepaid expense and other current assets - 3,792 Current Assets - Discontinued Operations $ - $ 85,998 Condensed consolidated balance sheets - Current Assets - Discontinued Operations $ - $ 85,998 Property and equipment, net - $ 24,116 Right-of-use assets - 163,129 Intangibles, net - 318,000 Goodwill - 4,825,634 Other Assets - Discontinued Operations $ - $ 5,330,879 Condensed consolidated balance sheets - Other Assets - Discontinued Operations $ - $ 5,330,877 Accounts payable and other accrued liabilities - $ 506,585 Chargeback reserve - 915,934 Current portion of leases payable - 178,117 Current Liabilities - Discontinued Operations $ - $ 1,600,636 Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations $ - $ 1,600,636 The following table rolls forward Medigap’s assets and liabilities from their carrying values pre-abandonment to their values post abandonment, and presents the impact of reclassifications, impairments, and write-offs: Medigap Related Assets Carrying Value Prior To Abandonment Asset and Liability Transfers Retained by the Company Asset Impairments and Liability Write-Offs Carrying Value As of September 30, 2023 Accounts receivable $ 56,398 $ - $ (56,398 ) $ - Accounts receivable, related party 3,595 - (3,595 ) - Accounts receivable 3,595 - (3,595 ) - Other receivables 5,388 - (5,388 ) - Current assets – Medigap $ 65,381 $ - $ (65,381 ) $ - Property and equipment, net $ 22,378 $ - $ (22,378 ) $ - Right-of-use assets 119,594 - (119,594 ) - Intangibles, net 4,570,536 (4,258,214 ) 1 (312,322 ) - Goodwill 4,825,634 - (4,825,634 ) - Other assets - Medigap $ 9,538,142 $ (4,258,214 ) $ (5,279,928 ) $ - Total assets - Medigap $ 9,603,523 $ (4,258,214 ) $ (5,345,309 ) $ - Accounts payable and other accrued liabilities $ 4,157 $ - $ (4,157 ) $ - Short term financing agreements 29,500 (29,500 ) - - Chargeback reserve 831,725 - (831,725 ) 2 - Current portion of leases payable 134,517 - (134,517 ) 3 - Other liabilities 9,842 - (9,842 ) 3 - Current liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Total liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Net assets and liabilities - Medigap $ 8,593,782 $ (4,228,714 ) $ (4,365,068 ) $ - 1 Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. 2 Estimated liability write-off per net zero dollar estimated liability value. 3 Liability discharge pursuant to the Settlement Agreement. The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations. Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Income Commission income $ - $ 1,331,593 $ 744,030 $ 3,868,654 Expenses Commission expense - 167,837 110,639 473,578 Salaries and wages - 484,783 454,663 1,474,526 General and administrative expenses - 136,070 129,363 384,393 Marketing and advertising - 662,744 426,818 1,774,463 Depreciation and amortization - 62,048 7,283 176,233 Other expenses (income) - (7,500 ) (3,902 ) (14,954 ) Total discontinued operations expenses before impairments and write-offs - 1,505,982 1,124,864 4,268,239 Total discontinued operations income / (loss) before impairments and write-offs $ - $ (174,390 ) $ (380,834 ) $ (399,585 ) Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities Settlement Recovery $ - - $ 2,900,000 - Asset impairment losses Accounts receivable - - 56,398 - Accounts receivable, related parties - - 3,595 - Other receivables - - 5,388 - Property and equipment, net - - 22,378 - Right-of-use assets - - 119,593 - Intangibles, net - - 312,322 - Goodwill - - 4,825,634 - Total asset impairments - - 5,345,309 - Liability write-off gains Accounts payable and other accrued liabilities - - 4,156 - Other payables - - 9,842 - Chargeback reserve - - 831,725 - Current portion of leases payable - - 134,517 - Total liability write-off gains - - 980,240 - Discontinued operations net asset and liability impairments / write-offs gains and (losses) - - 4,365,070 - Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities - - (1,465,070 ) - Gain (loss) from discontinued operations before tax - (174,390 ) (1,845,904 ) (399,585 ) Consolidated statement of operations - Income (loss) from discontinued operations before tax $ - $ (174,390 ) $ (1,845,904 ) $ (399,585 ) |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF IMPAIRMENT OF GOODWILL | The following table rolls forward the Company’s goodwill balance for the periods ended September 30, 2023, and December 31, 2022, adjusted for discontinued operations. SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2021 $ 10,050,277 Goodwill recognized in connection with Barra acquisition on April 26, 2022 4,236,822 December 31, 2022 14,287,099 September 30, 2023 $ 14,287,099 The following table rolls forward the Company’s goodwill balance for the periods ended September 30, 2023, and December 31, 2022 inclusive of discontinued operations. Goodwill December 31, 2021 $ 10,050,277 Goodwill recognized in connection with Medigap acquisition 19,199,008 Goodwill recognized in connection with Barra acquisition 4,236,822 Goodwill impairment (Medigap) during the year-ended December 31, 2022 (14,373,374 ) December 31, 2022 19,112,733 Goodwill impairment (Medigap) during the nine months ended September 30, 2023 (4,825,634 ) September 30, 2023 $ 14,287,099 |
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD | The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of September 30, 2023: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD Weighted Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 3.6 $ 1,807,187 $ (1,232,982 ) $ 574,205 Internally developed software 3.4 1,792,186 (557,038 ) 1,235,148 Customer relationships 8.26 11,922,290 (2,914,320 ) 9,007,970 Purchased software 1.85 667,206 (609,677 ) 57,529 Video production assets 0.00 50,000 (50,000 ) - Non-competition agreements 1.14 3,504,810 (2,704,136 ) 800,674 $ 19,743,679 $ (8,068,153 ) $ 11,675,526 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2022: Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name and trademarks 4.4 $ 1,806,188 $ (969,241 ) $ 836,947 Internally developed software 4.1 1,635,178 (287,990 ) 1,347,188 Customer relationships 9.0 11,922,290 (2,076,086 ) 9,846,204 Purchased software 0.4 665,137 (581,497 ) 83,640 Video production assets - 50,000 (50,000 ) - Non-competition agreements 1.9 3,504,810 (2,179,420 ) 1,325,390 Total $ 19,583,603 $ (6,144,234 ) $ 13,439,369 |
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS | The following table reflects expected amortization expense as of September 30, 2023, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2023 (remainder of year) $ 639,264 2024 2,193,428 2025 1,799,472 2026 1,530,604 2027 1,196,429 Thereafter 4,316,329 Total $ 11,675,526 |
LONG-TERM DEBT AND SHORT-TERM_2
LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG TERM DEBT | The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT September 30, 2023 December 31, 2022 Oak Street Funding LLC Term Loan $ 384,402 $ 426,883 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5 August 2028 10,724 12,388 $ 384,402 $ 426,883 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5 December 2028 13,163 15,076 627,676 693,682 Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0 April 2029 8,101 9,206 719,654 788,596 Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0 May 2029 32,481 36,843 1,817,583 1,987,846 Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0 September 2029 37,269 42,129 2,989,482 3,249,575 Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of Prime Rate plus 2.5 May 2032 182,118 198,188 6,195,731 6,321,812 Long term debt gross 12,734,528 13,468,394 Less: current portion (1,353,961 ) (1,118,721 ) Long-term debt $ 11,380,567 $ 12,349,673 |
SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES | SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES Fiscal year ending December 31, Maturities of Long-Term Debt 2023 (remainder of year) $ 326,783 2024 1,390,766 2025 1,552,772 2026 1,729,160 2027 1,925,603 Thereafter 6,093,302 Total 13,018,386 Less: debt issuance costs (283,858 ) Total $ 12,734,528 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS | The following calculates basic and diluted EPS: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 (Loss) income from continuing operations, numerator, basic and diluted computation $ (139,004 ) $ 6,296,483 Deemed dividend - - Net income continuing operations, numerator, basic computation Recognition and change in fair value of warrant liabilities Net loss continuing operations, numerator, diluted computation Weighted average common shares, basic 3,021,455 1,156,939 Effect of series B warrants - 147,939 Non-vested stock awards Weighted average common shares, dilutive 3,021,455 1,304,878 (Loss) earnings per common share – basic $ (0.05 ) $ 5.44 (Loss) earnings per common share – diluted $ (0.05 ) 4.83 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 (Loss) income from continuing operations $ (1,136,922 ) $ 26,357,370 Deemed dividend - (6,930,335 ) Net (loss) income from continuing operations, numerator, diluted computation $ (1,136,922 ) $ 19,427,035 Weighted average common shares, basic 2,436,015 1,069,534 Effect of series B warrants - 147,939 Non-vested stock awards - 2,349 Weighted average common shares, dilutive 2,436,015 1,219,822 Loss per common share – basic (0.47 ) 18.16 Loss per common share – diluted $ (0.47 ) $ 15.93 |
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 For the Three and Nine Months Ended September 30, 2023 September 30, 2022 Shares subject to outstanding common stock options 10,298 10,928 Shares subject to Series A warrants 113,000 113,000 Shares subject to Series B warrants 1,182,969 668,297 Shares subject to Series E warrants 887,594 - Shares subject to series F warrants 2,105,264 - Shares subject to placement agent warrants 52,632 - Shares subject to vested and unvested stock awards 5,756 4,085 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT | Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Period ending September 30, 2023 Operating Lease Obligations 2023 $ 391,173 2024 210,106 2025 112,904 2026 116,291 2027 119,780 Thereafter 60,774 Total undiscounted operating lease payments 1,011,028 Less: Imputed interest 101,495 Present value of operating lease liabilities $ 909,533 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF EARN-OUT LIABILITY | The following outlines changes to the Company’s earn-out liability balances for the respective periods ended September 30, 2023 and December 31, 2022: SCHEDULE OF EARN-OUT LIABILITY Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2022 $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 Changes due to business combinations Changes due to payments (1,433,700 ) (750,000 ) (929,168 ) (147,535 ) - (3,260,403 ) Changes due to fair value adjustments 1,152,525 356,744 94,225 - (312,000 ) 1,291,494 Changes due to amount payable in common shares - (53,372 ) - - - (53,372 ) Ending balance September 30, 2023 $ 385,825 $ 53,372 $ - $ - $ 248,000 $ 687,197 Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2021 $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Beginning balance $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Changes due to business combinations - - - - 600,000 600,000 Changes due to payments (34,430 ) (326,935 ) (84,473 ) (1,259,087 ) - (1,704,925 ) Changes due to fair value adjustments 186,122 210,966 (73,452 ) (283,111 ) (40,000 ) 525 Ending balance December 31, 2022 $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 Ending balance $ 667,000 $ 500,000 $ 834,943 $ 147,535 $ 560,000 $ 2,709,478 |
SCHEDULE OF RESTRICTED CASH IN
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Accounting Policies [Abstract] | |||
Cash | $ 1,777,348 | $ 505,410 | $ 1,615,054 |
Restricted cash | 1,409,909 | $ 1,404,359 | 1,409,562 |
Total cash and restricted cash | $ 3,187,257 | $ 3,024,616 |
SCHEDULE OF WARRANT LIABILITY (
SCHEDULE OF WARRANT LIABILITY (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 2.49 | 8.55 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 105 | 105 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Time to expiry | 3 years 3 months 3 days | 4 years 3 days |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 4.7 | 4.1 |
SCHEDULE OF RECONCILES WARRANT
SCHEDULE OF RECONCILES WARRANT COMMITMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Offsetting Assets [Line Items] | ||||||
Balance | $ 3,759,428 | $ 2,166,919 | $ 6,433,150 | $ 6,433,150 | ||
Unrealized (gain) loss | (1,715,397) | 1,592,509 | (4,266,231) | |||
Warrants exercised or transferred | (463,651) | |||||
Balance | 1,580,380 | 3,759,428 | 2,166,919 | 1,580,380 | ||
Series B Warrant Liabilities [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Balance | 3,741,984 | 2,157,300 | 6,384,250 | 6,384,250 | ||
Unrealized (gain) loss | (1,703,333) | 1,584,684 | (4,226,950) | |||
Warrants exercised or transferred | (463,651) | |||||
Balance | 1,575,000 | 3,741,984 | 2,157,300 | 1,575,000 | ||
Placement Agent Warrants [Member] | ||||||
Offsetting Assets [Line Items] | ||||||
Balance | 17,444 | 9,619 | 48,900 | 48,900 | ||
Unrealized (gain) loss | (12,064) | 7,825 | (39,281) | $ (193,154) | (43,520) | $ (1,450,129) |
Warrants exercised or transferred | ||||||
Balance | $ 5,380 | $ 17,444 | $ 9,619 | $ 5,380 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) | 9 Months Ended | |
Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 | |
Measurement Input, Price Volatility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Earn out liability | 105 | 105 |
Fair Value, Inputs, Level 3 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Risk free rate | USD Yield Curve or 5.46% - 5.47 | |
Discounting Convention | Mid-period | |
Stock price | $ / shares | $ 2.49 | |
Number of iterations | shares | 100,000 | |
Fair Value, Inputs, Level 3 [Member] | WACC Risk Premium [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Earn out liability | 13.5 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Earn out liability | 50 | |
Fair Value, Inputs, Level 3 [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Earn out liability | 105 | |
Fair Value, Inputs, Level 3 [Member] | Credit Spread [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Dividend Yield | 0 | |
Fair Value, Inputs, Level 3 [Member] | Credit Spread [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Earn out liability | 8.77 | |
Fair Value, Inputs, Level 3 [Member] | Credit Spread [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Earn out liability | 10.4 | |
Fair Value, Inputs, Level 3 [Member] | Payment Delay (Days) [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Payment Delay (days) | 90 days |
SCHEDULE OF GAIN OR LOSSES RECO
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | ||
Accounting Policies [Abstract] | |||
Beginning balance – January 1 | $ 2,709,478 | $ 3,813,878 | |
Acquisitions and settlements | (3,260,403) | (1,104,925) | |
Fair value changes included in earnings | [1] | 1,291,494 | 525 |
Earn-out payable in common shares | (53,372) | ||
Ending balance | 687,197 | 2,709,478 | |
Less: Current portion | (687,197) | (2,153,478) | |
Ending balance, less current portion | $ 556,000 | ||
[1]Recorded in the general and administrative expenses caption on the condensed consolidated statements of operations. |
SCHEDULE OF DISAGGREGATION REVE
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Revenues | $ 3,275,583 | $ 2,821,768 | $ 10,410,591 | $ 8,727,614 |
Employee Benefit Solutions, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 215,208 | 212,384 | 663,729 | 645,217 |
U.S. Benefits Alliance, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 12,109 | 13,732 | 36,222 | 39,638 |
Commercial Solutions of Insurance Agency, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 62,197 | 76,035 | 182,368 | 177,111 |
Southwestern Montana Insurance Center, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 455,039 | 426,591 | 1,394,165 | 1,385,017 |
Fortman Insurance Agency, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 558,275 | 446,115 | 1,590,449 | 1,539,113 |
Altruis Benefits Consultants, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 1,200,054 | 896,012 | 4,268,727 | 3,056,257 |
J.P. Kush and Associates, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 331,240 | 366,219 | 973,719 | 1,230,259 |
Reli Exchange [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 441,461 | 384,680 | 1,301,212 | 655,002 |
Medical [Member] | Regular [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 2,557,939 | 2,218,083 | 8,376,964 | 7,381,714 |
Medical [Member] | Regular [Member] | Employee Benefit Solutions, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 206,308 | 206,906 | 646,259 | 633,252 |
Medical [Member] | Regular [Member] | U.S. Benefits Alliance, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 11,266 | 13,227 | 33,956 | 38,610 |
Medical [Member] | Regular [Member] | Commercial Solutions of Insurance Agency, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | ||||
Medical [Member] | Regular [Member] | Southwestern Montana Insurance Center, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 453,269 | 422,978 | 1,384,060 | 1,379,307 |
Medical [Member] | Regular [Member] | Fortman Insurance Agency, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 288,969 | 256,791 | 887,605 | 943,852 |
Medical [Member] | Regular [Member] | Altruis Benefits Consultants, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 1,200,054 | 895,905 | 4,268,727 | 3,053,474 |
Medical [Member] | Regular [Member] | J.P. Kush and Associates, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 331,240 | 366,043 | 973,719 | 1,229,326 |
Medical [Member] | Regular [Member] | Reli Exchange [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 66,833 | 56,232 | 182,638 | 103,893 |
Life [Member] | Regular [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 30,254 | 39,725 | 135,857 | 77,402 |
Life [Member] | Regular [Member] | Employee Benefit Solutions, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 8,900 | 5,478 | 17,470 | 11,965 |
Life [Member] | Regular [Member] | U.S. Benefits Alliance, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 843 | 505 | 2,266 | 1,028 |
Life [Member] | Regular [Member] | Commercial Solutions of Insurance Agency, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | ||||
Life [Member] | Regular [Member] | Southwestern Montana Insurance Center, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 1,770 | 3,613 | 10,105 | 5,710 |
Life [Member] | Regular [Member] | Fortman Insurance Agency, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 602 | 2,464 | 2,675 | 5,337 |
Life [Member] | Regular [Member] | Altruis Benefits Consultants, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 107 | 2,783 | ||
Life [Member] | Regular [Member] | J.P. Kush and Associates, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 176 | 933 | ||
Life [Member] | Regular [Member] | Reli Exchange [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 18,139 | 27,383 | 103,341 | 49,646 |
Property and Casualty [Member] | Regular [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 687,390 | 563,960 | 1,897,770 | 1,268,498 |
Property and Casualty [Member] | Regular [Member] | Employee Benefit Solutions, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | ||||
Property and Casualty [Member] | Regular [Member] | U.S. Benefits Alliance, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | ||||
Property and Casualty [Member] | Regular [Member] | Commercial Solutions of Insurance Agency, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 62,197 | 76,035 | 182,368 | 177,111 |
Property and Casualty [Member] | Regular [Member] | Southwestern Montana Insurance Center, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | ||||
Property and Casualty [Member] | Regular [Member] | Fortman Insurance Agency, LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenues | 268,704 | 186,860 | 700,169 | 589,924 |
Property and Casualty [Member] | Regular [Member] | Altruis Benefits Consultants, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | ||||
Property and Casualty [Member] | Regular [Member] | J.P. Kush and Associates, Inc. [Member] | ||||
Product Information [Line Items] | ||||
Revenues | ||||
Property and Casualty [Member] | Regular [Member] | Reli Exchange [Member] | ||||
Product Information [Line Items] | ||||
Revenues | $ 356,489 | $ 301,065 | $ 1,015,233 | $ 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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Priority Health [Member] | ||||
Product Information [Line Items] | ||||
Insurance carrier | 44% | 30% | 37% | 34% |
Blue Cross Blue Shield [Member] | ||||
Product Information [Line Items] | ||||
Insurance carrier | 21% | 13% | 14% | 13% |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Other receivables | $ 813 | $ 813 | $ 11,464 | ||||
Prepaid expense and other current assets | 299,522 | 299,522 | 245,535 | ||||
Current assets – Medigap | 85,998 | ||||||
Condensed consolidated balance sheets - Current Assets - Discontinued Operations | 85,998 | ||||||
Property and equipment, net | 145,962 | 145,962 | 162,767 | ||||
Right-of-use assets | 878,672 | 878,672 | 1,018,952 | ||||
Intangibles, net | 11,675,526 | 11,675,526 | 13,439,369 | ||||
Goodwill | 14,287,099 | 14,287,099 | 14,287,099 | $ 10,050,277 | |||
Condensed consolidated balance sheets - Other Assets - Discontinued Operations | 5,330,879 | ||||||
Accounts payable and other accrued liabilities | 999,785 | 999,785 | 951,382 | ||||
Current portion of leases payable | 348,492 | 348,492 | 339,937 | ||||
Current liabilities - Medigap | 1,600,636 | ||||||
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | 1,600,636 | ||||||
Other assets - Medigap | 5,330,879 | ||||||
Short term financing agreements | 114,394 | 114,394 | 154,017 | ||||
Commission income | 3,275,583 | $ 2,821,768 | 10,410,591 | $ 8,727,614 | |||
Commission expense | 796,001 | 695,020 | 2,701,601 | 2,143,562 | |||
Salaries and wages | 1,775,919 | 1,629,947 | 5,230,871 | 4,899,171 | |||
General and administrative expenses | 1,368,126 | 1,117,027 | 4,430,177 | 5,080,991 | |||
Marketing and advertising | 117,752 | 63,371 | 364,184 | 148,057 | |||
Depreciation and amortization | 652,839 | 651,395 | 1,962,066 | 1,901,140 | |||
Other expenses (income) | 1,296,050 | 7,631,475 | 3,141,385 | 31,802,676 | |||
Goodwill | 14,373,374 | ||||||
Medigap Healthcare Insurance Company [Member] | |||||||
Other receivables | |||||||
Current assets – Medigap | |||||||
Condensed consolidated balance sheets - Current Assets - Discontinued Operations | |||||||
Property and equipment, net | |||||||
Right-of-use assets | |||||||
Intangibles, net | |||||||
Goodwill | |||||||
Condensed consolidated balance sheets - Other Assets - Discontinued Operations | |||||||
Accounts payable and other accrued liabilities | |||||||
Chargeback reserve | |||||||
Current portion of leases payable | |||||||
Current liabilities - Medigap | |||||||
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | |||||||
Other assets - Medigap | |||||||
Total assets - Medigap | |||||||
Short term financing agreements | |||||||
Other liabilities | |||||||
Total liabilities - Medigap | |||||||
Net assets and liabilities - Medigap | |||||||
Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||
Commission income | 1,331,593 | 744,030 | 3,868,654 | ||||
Commission expense | 167,837 | 110,639 | 473,578 | ||||
Salaries and wages | 484,783 | 454,663 | 1,474,526 | ||||
General and administrative expenses | 136,070 | 129,363 | 384,393 | ||||
Marketing and advertising | 662,744 | 426,818 | 1,774,463 | ||||
Depreciation and amortization | 62,048 | 7,283 | 176,233 | ||||
Other expenses (income) | (7,500) | (3,902) | (14,954) | ||||
Total discontinued operations expenses before impairments and write-offs | 1,505,982 | 1,124,864 | 4,268,239 | ||||
Total discontinued operations income / (loss) before impairments and write-offs | (174,390) | (380,834) | (399,585) | ||||
Settlement Recovery | 2,900,000 | ||||||
Accounts receivable, related parties | 56,398 | ||||||
Other receivables | 5,388 | ||||||
Property and equipment, net | 22,378 | ||||||
Right-of-use assets | 119,593 | ||||||
Intangibles, net | 312,322 | ||||||
Goodwill | 4,825,634 | ||||||
Total asset impairments | 5,345,309 | ||||||
Accounts payable and other accrued liabilities | 4,156 | ||||||
Other payables | 9,842 | ||||||
Chargeback reserve | 831,725 | ||||||
Current portion of leases payable | 134,517 | ||||||
Total liability write-off gains | 980,240 | ||||||
Discontinued operations net asset and liability impairments / write-offs gains and (losses) | 4,365,070 | ||||||
Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities | (1,465,070) | ||||||
Gain (loss) from discontinued operations before tax | (174,390) | (1,845,904) | (399,585) | ||||
Consolidated statement of operations - Income (loss) from discontinued operations before tax | (174,390) | (1,845,904) | (399,585) | ||||
Asset and Liability Transfers Retained by the Company [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||
Other receivables | |||||||
Current assets – Medigap | |||||||
Condensed consolidated balance sheets - Current Assets - Discontinued Operations | |||||||
Property and equipment, net | |||||||
Right-of-use assets | |||||||
Intangibles, net | [1] | (4,258,214) | (4,258,214) | ||||
Goodwill | |||||||
Condensed consolidated balance sheets - Other Assets - Discontinued Operations | (4,258,214) | (4,258,214) | |||||
Accounts payable and other accrued liabilities | |||||||
Chargeback reserve | |||||||
Current portion of leases payable | |||||||
Current liabilities - Medigap | (29,500) | (29,500) | |||||
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | (29,500) | (29,500) | |||||
Other assets - Medigap | (4,258,214) | (4,258,214) | |||||
Total assets - Medigap | (4,258,214) | (4,258,214) | |||||
Short term financing agreements | (29,500) | (29,500) | |||||
Other liabilities | |||||||
Total liabilities - Medigap | (29,500) | (29,500) | |||||
Net assets and liabilities - Medigap | (4,228,714) | (4,228,714) | |||||
Asset Impairments and liability WriteOffs [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||
Other receivables | (5,388) | (5,388) | |||||
Current assets – Medigap | (65,381) | (65,381) | |||||
Condensed consolidated balance sheets - Current Assets - Discontinued Operations | (65,381) | (65,381) | |||||
Property and equipment, net | (22,378) | (22,378) | |||||
Right-of-use assets | (119,594) | (119,594) | |||||
Intangibles, net | (312,322) | (312,322) | |||||
Goodwill | (4,825,634) | (4,825,634) | |||||
Condensed consolidated balance sheets - Other Assets - Discontinued Operations | (5,279,928) | (5,279,928) | |||||
Accounts payable and other accrued liabilities | (4,157) | (4,157) | |||||
Chargeback reserve | [2] | (831,725) | (831,725) | ||||
Current portion of leases payable | [3] | (134,517) | (134,517) | ||||
Current liabilities - Medigap | (980,241) | (980,241) | |||||
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | (980,241) | (980,241) | |||||
Other assets - Medigap | (5,279,928) | (5,279,928) | |||||
Total assets - Medigap | (5,345,309) | (5,345,309) | |||||
Short term financing agreements | |||||||
Other liabilities | [3] | (9,842) | (9,842) | ||||
Total liabilities - Medigap | (980,241) | (980,241) | |||||
Net assets and liabilities - Medigap | (4,365,068) | (4,365,068) | |||||
Nonrelated Party [Member] | |||||||
Accounts receivable | 1,190,780 | 1,190,780 | 994,321 | ||||
Nonrelated Party [Member] | Medigap Healthcare Insurance Company [Member] | |||||||
Accounts receivable | |||||||
Nonrelated Party [Member] | Asset and Liability Transfers Retained by the Company [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||
Accounts receivable | |||||||
Nonrelated Party [Member] | Asset Impairments and liability WriteOffs [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||
Accounts receivable | (56,398) | (56,398) | |||||
Related Party [Member] | |||||||
Accounts receivable | 21,078 | 21,078 | 18,292 | ||||
Related Party [Member] | Medigap Healthcare Insurance Company [Member] | |||||||
Accounts receivable | |||||||
Related Party [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||
Accounts receivable, related parties | 3,595 | ||||||
Related Party [Member] | Asset and Liability Transfers Retained by the Company [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||
Accounts receivable | |||||||
Related Party [Member] | Asset Impairments and liability WriteOffs [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | |||||||
Accounts receivable | (3,595) | (3,595) | |||||
Medigap Healthcare Insurance Company [Member] | |||||||
Other receivables | 5,388 | ||||||
Prepaid expense and other current assets | 3,792 | ||||||
Current assets – Medigap | 85,998 | ||||||
Condensed consolidated balance sheets - Current Assets - Discontinued Operations | 85,998 | ||||||
Property and equipment, net | 24,116 | ||||||
Right-of-use assets | 163,129 | ||||||
Intangibles, net | 318,000 | ||||||
Goodwill | 4,825,634 | ||||||
Other Assets - Discontinued Operations | 5,330,879 | ||||||
Condensed consolidated balance sheets - Other Assets - Discontinued Operations | 5,330,877 | ||||||
Accounts payable and other accrued liabilities | 506,585 | ||||||
Chargeback reserve | 915,934 | ||||||
Current portion of leases payable | 178,117 | ||||||
Current liabilities - Medigap | 1,600,636 | ||||||
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | 1,600,636 | ||||||
Other assets - Medigap | 5,330,877 | ||||||
Medigap Healthcare Insurance Company [Member] | Carrying Value Prior to Abandonment [Member] | |||||||
Other receivables | 5,388 | 5,388 | |||||
Current assets – Medigap | 65,381 | 65,381 | |||||
Condensed consolidated balance sheets - Current Assets - Discontinued Operations | 65,381 | 65,381 | |||||
Property and equipment, net | 22,378 | 22,378 | |||||
Right-of-use assets | 119,594 | 119,594 | |||||
Intangibles, net | 4,570,536 | 4,570,536 | |||||
Goodwill | 4,825,634 | 4,825,634 | |||||
Condensed consolidated balance sheets - Other Assets - Discontinued Operations | 9,538,142 | 9,538,142 | |||||
Accounts payable and other accrued liabilities | 4,157 | 4,157 | |||||
Chargeback reserve | 831,725 | 831,725 | |||||
Current portion of leases payable | 134,517 | 134,517 | |||||
Current liabilities - Medigap | 1,009,741 | 1,009,741 | |||||
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations | 1,009,741 | 1,009,741 | |||||
Other assets - Medigap | 9,538,142 | 9,538,142 | |||||
Total assets - Medigap | 9,603,523 | 9,603,523 | |||||
Short term financing agreements | 29,500 | 29,500 | |||||
Other liabilities | 9,842 | 9,842 | |||||
Total liabilities - Medigap | 1,009,741 | 1,009,741 | |||||
Net assets and liabilities - Medigap | 8,593,782 | 8,593,782 | |||||
Medigap Healthcare Insurance Company [Member] | Nonrelated Party [Member] | |||||||
Accounts receivable | 73,223 | ||||||
Medigap Healthcare Insurance Company [Member] | Nonrelated Party [Member] | Carrying Value Prior to Abandonment [Member] | |||||||
Accounts receivable | 56,398 | 56,398 | |||||
Medigap Healthcare Insurance Company [Member] | Related Party [Member] | |||||||
Accounts receivable | $ 3,595 | ||||||
Medigap Healthcare Insurance Company [Member] | Related Party [Member] | Carrying Value Prior to Abandonment [Member] | |||||||
Accounts receivable | $ 3,595 | $ 3,595 | |||||
[1]Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost.[2]Estimated liability write-off per net zero dollar estimated liability value.[3]Liability discharge pursuant to the Settlement Agreement. |
SUMMARY OF BUSINESS AND SIGNI_4
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||||||||
Cash and restricted cash | $ 3,187,000 | $ 3,187,000 | ||||||||
Assets current | 4,699,450 | 4,699,450 | $ 3,265,379 | |||||||
Liabilities current | 3,904,409 | 3,904,409 | 7,841,533 | |||||||
Working capital deficiency | 795,000 | 795,000 | ||||||||
Stockholders equity | $ 12,235,614 | 13,862,955 | $ 28,365,588 | 13,862,955 | $ 28,365,588 | $ 13,027,389 | 8,911,039 | $ 21,928,443 | $ 11,252,333 | $ (26,066,129) |
Operating income loss | 1,435,054 | 1,334,992 | 4,278,308 | 5,445,307 | ||||||
Fair value of warrant liabilities | 4,389,000 | |||||||||
Income loss from continuing operations | 139,004 | $ (6,296,483) | 1,136,922 | $ (26,357,370) | ||||||
Discontinued operations | 1,846,000 | |||||||||
Net loss | 2,983,000 | |||||||||
Raising net proceeds | $ 3,446,000 | |||||||||
Earn out payments | 847,854 | 847,854 | ||||||||
Income tax benefit | 0 | 0 | ||||||||
Short term financing agreements | 114,394 | 114,394 | $ 154,017 | |||||||
Settlement payment | $ 2,900,000 | |||||||||
Medigap Healthcare Insurance Company, LLC [Member] | Discontinued Operations [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Net of amortization combined | 4,300,000 | |||||||||
Short term financing agreements | 29,500 | 29,500 | ||||||||
Net of estimated liability adjustments gain | $ 0 | $ 4,400,000 | ||||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk, percentage | 10% | 10% |
SCHEDULE OF IMPAIRMENT OF GOODW
SCHEDULE OF IMPAIRMENT OF GOODWILL (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Goodwill Beginning | $ 14,287,099 | $ 14,287,099 | $ 10,050,277 |
Goodwill | 14,287,099 | 14,287,099 | |
Goodwill Beginning | 19,112,733 | 19,112,733 | 10,050,277 |
Goodwill impairment loss | (14,373,374) | ||
Goodwill end | 14,287,099 | 19,112,733 | |
Barra & Associates, LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Goodwill acquired during period | 4,236,822 | ||
Medigap Healthcare Insurance Company [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Goodwill Beginning | 19,100,000 | 19,100,000 | |
Goodwill acquired during period | 19,199,008 | ||
Goodwill | $ 19,100,000 | ||
Goodwill impairment loss | $ (4,825,634) | $ (4,825,634) |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 19,583,603 | |
Accumulated Amortization | (6,144,234) | |
Net Carrying Amount | $ 11,675,526 | $ 13,439,369 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 4 years 4 months 24 days | |
Gross Carrying Amount | $ 1,806,188 | |
Accumulated Amortization | (969,241) | |
Net Carrying Amount | $ 836,947 | |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 4 years 1 month 6 days | |
Gross Carrying Amount | $ 1,635,178 | |
Accumulated Amortization | (287,990) | |
Net Carrying Amount | $ 1,347,188 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 9 years | |
Gross Carrying Amount | $ 11,922,290 | |
Accumulated Amortization | (2,076,086) | |
Net Carrying Amount | $ 9,846,204 | |
Purchased Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 4 months 24 days | |
Gross Carrying Amount | $ 665,137 | |
Accumulated Amortization | (581,497) | |
Net Carrying Amount | 83,640 | |
Video Production Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,000 | |
Accumulated Amortization | (50,000) | |
Net Carrying Amount | ||
Non-competition Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 1 year 10 months 24 days | |
Gross Carrying Amount | $ 3,504,810 | |
Accumulated Amortization | (2,179,420) | |
Net Carrying Amount | $ 1,325,390 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (remainder of year) | $ 639,264 | |
2024 | 2,193,428 | |
2025 | 1,799,472 | |
2026 | 1,530,604 | |
2027 | 1,196,429 | |
Thereafter | 4,316,329 | |
Total | $ 11,675,526 | $ 13,439,369 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill | $ 14,287,099 | $ 14,287,099 | $ 10,050,277 | |
Goodwill before write-down | 33,400,000 | |||
Goodwill impairment loss | 14,373,374 | |||
Medigap Healthcare Insurance Company [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill | $ 19,100,000 | |||
Goodwill impairment loss | $ 4,825,634 | $ 4,825,634 |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Long term debt gross | $ 12,734,528 | $ 13,468,394 |
Less: current portion | (1,353,961) | (1,118,721) |
Long-term debt | 11,380,567 | 12,349,673 |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 719,654 | 788,596 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 1,817,583 | 1,987,846 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 2,989,482 | 3,249,575 |
Barra & Associates, LLC [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 6,195,731 | 6,321,812 |
EBS and USBA [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 384,402 | 426,883 |
CCS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | $ 627,676 | $ 693,682 |
SCHEDULE OF LONG TERM DEBT (D_2
SCHEDULE OF LONG TERM DEBT (Details) (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2% | |
Maturity date | April 2029 | |
Net of deferred financing cost | $ 8,101 | $ 9,206 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2% | |
Maturity date | May 2029 | |
Net of deferred financing cost | $ 32,481 | 36,843 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2% | |
Maturity date | September 2029 | |
Net of deferred financing cost | $ 37,269 | 42,129 |
Barra & Associates, LLC [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2.50% | |
Maturity date | May 2032 | |
Net of deferred financing cost | $ 182,118 | 198,188 |
EBS and USBA [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2.50% | |
Maturity date | August 2028 | |
Net of deferred financing cost | $ 10,724 | 12,388 |
CCS [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 1.50% | |
Maturity date | December 2028 | |
Net of deferred financing cost | $ 13,163 | $ 15,076 |
SCHEDULE OF CUMULATIVE MATURITI
SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2023 (remainder of year) | $ 326,783 | |
2024 | 1,390,766 | |
2025 | 1,552,772 | |
2026 | 1,729,160 | |
2027 | 1,925,603 | |
Thereafter | 6,093,302 | |
Total | 13,018,386 | |
Less: debt issuance costs | (283,858) | |
Total | $ 12,734,528 | $ 13,468,394 |
LONG-TERM DEBT AND SHORT-TERM_3
LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |
Outstanding short-term financings | $ 114,394 | $ 154,017 |
WARRANT LIABILITIES (Details Na
WARRANT LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | |||||||
Number of shares issued | 375,000 | 375,000 | |||||
Net fair value gains losses | $ 1,715,397 | $ (1,592,509) | $ 4,266,231 | ||||
Series B Warrant [Member] | |||||||
Offsetting Assets [Line Items] | |||||||
Exercise price | $ 2.43 | $ 2.43 | |||||
Number of shares issued | 1,166,667 | 1,166,667 | |||||
Series B Warrant Liabilities [Member] | |||||||
Offsetting Assets [Line Items] | |||||||
Net fair value gains losses | $ 1,703,333 | $ 7,726,161 | $ 4,345,599 | $ 34,621,024 | |||
Warrant liability | 1,575,000 | 1,575,000 | $ 6,384,250 | ||||
Placement Agent Warrants [Member] | |||||||
Offsetting Assets [Line Items] | |||||||
Net fair value gains losses | 12,064 | $ (7,825) | $ 39,281 | $ 193,154 | 43,520 | $ 1,450,129 | |
Warrant liability | $ 5,380 | $ 5,380 | $ 48,900 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Mar. 16, 2023 | Mar. 13, 2023 | Feb. 23, 2023 | Sep. 30, 2023 | May 31, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 13, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Common stock, shares authorized | 133,333,333 | 133,333,333 | 133,333,333 | 133,333,333 | ||||||||||
Common stock, par value | $ 0.086 | $ 0.086 | $ 0.086 | $ 0.086 | $ 0.086 | |||||||||
Common shares issued for earnout liabilities | $ 478,372 | $ 1,433,700 | $ 982,478 | |||||||||||
Common stock, shares outstanding | 2,304,375 | 155,038 | 2,304,375 | 155,038 | 2,304,375 | 1,219,573 | ||||||||
Warrants outstanding | 375,000 | 375,000 | 375,000 | |||||||||||
Preferred stock par value | $ 0.086 | $ 0.086 | $ 0.086 | $ 0.086 | ||||||||||
Gross proceeds cash fee percentage | 8% | |||||||||||||
Financing fee | $ 553,000 | |||||||||||||
Additional paid in capital | $ 43,639,612 | $ 43,639,612 | $ 43,639,612 | $ 35,798,139 | ||||||||||
Common stock to vest | 2,667 | |||||||||||||
Stock compensation expense | 5,601 | $ 17,044 | ||||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock compensation expense | 27,779 | 106,943 | ||||||||||||
Warrant Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Additional paid in capital | $ 0 | $ 0 | 0 | |||||||||||
Private Placement-2023 [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
[custom:GrossProceedsFromIssuanceOfPrivatePlacement] | 4,000,000 | |||||||||||||
Proceeds from Issuance of Private Placement | $ 3,400,000 | |||||||||||||
Series A Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock issued during period, shares, acquisitions | 2,070,000 | 2,070,000 | 2,070,000 | |||||||||||
Share price | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Warrants exercise price | $ 6.60 | $ 6.60 | $ 6.60 | |||||||||||
Warrants outstanding | 1,695,000 | 1,695,000 | 1,695,000 | 1,695,000 | ||||||||||
Shares exercisable | 113,000 | 113,000 | 113,000 | |||||||||||
Exercise price | $ 99 | |||||||||||||
Series E Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock issued during period, shares, acquisitions | 897,594 | |||||||||||||
Warrants exercise price | $ 3.80 | |||||||||||||
Warrants outstanding | 897,594 | 897,594 | 897,594 | |||||||||||
Series F Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock issued during period, shares, acquisitions | 2,105,264 | |||||||||||||
Share price | 3.799 | |||||||||||||
Warrants exercise price | 3.55 | |||||||||||||
Warrants outstanding | 2,105,264 | 2,105,264 | 2,105,264 | |||||||||||
PA Warrant [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock issued during period, shares, acquisitions | 52,632 | |||||||||||||
Warrants exercise price | 3.91 | |||||||||||||
Preferred stock par value | $ 0.001 | |||||||||||||
Series P A Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants outstanding | 52,632 | 52,632 | 52,632 | |||||||||||
Americana [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Debt conversion original debt amount | $ 645,000 | |||||||||||||
Debt Conversion converted instrument shares | 66,743 | |||||||||||||
Debt instrument convertible conversion price | $ 9.67 | $ 9.67 | ||||||||||||
Board of Directors [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stockholders' equity, reverse stock split | 1-for-15 reverse split | |||||||||||||
Number of shares issued | 15,300 | |||||||||||||
Stock issued during period, shares, acquisitions | 1,300 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Common shares issued for earnout liabilities | $ 109,358 | $ 15,016 | $ 30,294 | $ 9,404 | ||||||||||
Number of shares issued | 155,038 | 155,038 | 178,059 | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 400 | 112,557 | ||||||||||||
Stock Issued During Period, Shares, Other | 174,610 | 352,260 | 174,610 | 352,260 | 109,358 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 3,017 |
SCHEDULE OF CALCULATIONS OF BAS
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
(Loss) income from continuing operations | $ (139,004) | $ 6,296,483 | $ (1,136,922) | $ 26,357,370 |
Deemed dividend | (6,930,335) | |||
Net (loss) income from continuing operations, numerator, diluted computation | $ (1,136,922) | $ 19,427,035 | ||
Weighted average common shares, basic | 3,021,455 | 1,156,939 | 2,436,015 | 1,069,534 |
Effect of series B warrants | 147,939 | 147,939 | ||
Non-vested stock awards | 2,349 | |||
Weighted average common shares, dilutive | 3,021,455 | 1,304,878 | 2,436,015 | 1,219,822 |
Loss per common share – basic | $ (0.05) | $ 5.44 | $ (0.47) | $ 18.16 |
Loss per common share – diluted | $ (0.05) | $ 4.83 | $ (0.47) | $ 15.93 |
SCHEDULE OF DILUTIVE NET LOSS P
SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES (Details) - shares | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to vested and unvested stock awards | 10,298 | 10,928 |
Series A Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to vested and unvested stock awards | 113,000 | 113,000 |
Series B Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to vested and unvested stock awards | 1,182,969 | 668,297 |
Series E Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to vested and unvested stock awards | 887,594 | |
Series F Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to vested and unvested stock awards | 2,105,264 | |
Placement Agent Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to vested and unvested stock awards | 52,632 | |
Vested And Unvested Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to vested and unvested stock awards | 5,756 | 4,085 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details) | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 391,173 |
2024 | 210,106 |
2025 | 112,904 |
2026 | 116,291 |
2027 | 119,780 |
Thereafter | 60,774 |
Total undiscounted operating lease payments | 1,011,028 |
Less: Imputed interest | 101,495 |
Present value of operating lease liabilities | $ 909,533 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Lease expense | $ 123,508 | $ 118,653 | $ 362,804 | $ 337,876 |
Weighted average remaining lease term | 3 years 9 months 25 days | 3 years 9 months 25 days | ||
Weighted average discount rate | 6.14% | 6.14% |
SCHEDULE OF EARN-OUT LIABILITY
SCHEDULE OF EARN-OUT LIABILITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | $ 2,709,478 | $ 3,813,878 |
Changes due to business combinations | 600,000 | |
Changes due to payments | (3,260,403) | (1,704,925) |
Changes due to fair value adjustments | 1,291,494 | 525 |
Changes due to amount payable in common shares | (53,372) | |
Ending balance | 687,197 | 2,709,478 |
Fortman Insurance Agency LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 667,000 | 515,308 |
Changes due to business combinations | ||
Changes due to payments | (1,433,700) | (34,430) |
Changes due to fair value adjustments | 1,152,525 | 186,122 |
Changes due to amount payable in common shares | ||
Ending balance | 385,825 | 667,000 |
Southwestern Montana Insurance Center Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 500,000 | 615,969 |
Changes due to business combinations | ||
Changes due to payments | (750,000) | (326,935) |
Changes due to fair value adjustments | 356,744 | 210,966 |
Changes due to amount payable in common shares | (53,372) | |
Ending balance | 53,372 | 500,000 |
Altruis Benefits Consultants Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 834,943 | 992,868 |
Changes due to business combinations | ||
Changes due to payments | (929,168) | (84,473) |
Changes due to fair value adjustments | 94,225 | (73,452) |
Changes due to amount payable in common shares | ||
Ending balance | 834,943 | |
J.P. Kush and Associates, Inc. [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 147,535 | 1,689,733 |
Changes due to business combinations | ||
Changes due to payments | (147,535) | (1,259,087) |
Changes due to fair value adjustments | (283,111) | |
Changes due to amount payable in common shares | ||
Ending balance | 147,535 | |
Barra & Associates, LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance – January 1 | 560,000 | |
Changes due to business combinations | 600,000 | |
Changes due to payments | ||
Changes due to fair value adjustments | (312,000) | (40,000) |
Changes due to amount payable in common shares | ||
Ending balance | $ 248,000 | $ 560,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 13, 2023 | Feb. 07, 2023 | Jan. 31, 2023 | Jul. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Mar. 13, 2023 | Sep. 13, 2022 | |
Related Party Transaction [Line Items] | |||||||||||
Common stock par value | $ 0.086 | $ 0.086 | $ 0.086 | $ 0.086 | |||||||
Repayment of related party debt | $ 954,439 | $ 174,206 | |||||||||
Debt interest rate | 8% | 8% | |||||||||
Deferred purchase price | $ 1,375,000 | ||||||||||
Accrue interest rate percentage | 1.50% | ||||||||||
Related Party [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Interest expense, related parties | $ 32,475 | $ 1,730 | $ 125,104 | $ 5,189 | |||||||
Current portion of loans payables, related parties | 300,000 | 300,000 | $ 1,375,000 | ||||||||
Loans payables, related parties | 233,306 | 233,306 | 0 | ||||||||
Other expenses | 26,390 | 115,560 | |||||||||
YES Americana Group LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Promissory note principle | $ 1,845,000 | $ 1,500,000 | |||||||||
Accruing monthly interest percentage | 5% | ||||||||||
Debt instrument description | On February 13, 2023, Americana effectuated a conversion of $645,000 of the Note into 66,743 shares of the Company’s common stock, $0.086 par value per share, in accordance with the terms of the Amendment. In addition, throughout the year of 2023 the Company repaid principal to Americana of $693,145. As of September 30, 2023, and December 31, 2022 respectively, the balance owed to Americana was $161,855 and $1,500,000, reclassified and recorded in the convertible debt, related parties, less current portion account in the condensed consolidated balance sheets. Interest expense for both the three and nine months ended September 30, 2023, was $4,355, recorded to interest expense, related parties in the condensed consolidated statements of operations. | On February 7, 2023 , the Company and Americana entered into an amendment to the Note pursuant to which (i) the principal amount of the Note was increased to $1,845,000, (ii) the maturity date of the Note was amended to January 15, 2026, (iii) the interest rate under the Note shall not increase after the maturity date, and (iv) the Note can be converted at any time, at the option of Americana, into shares of the Company’s common stock, par value $0.086 per share at an agreed upon conversion price | |||||||||
Common stock par value | $ 0.086 | $ 0.086 | |||||||||
Conversion of stock | $ 645,000 | ||||||||||
Conversion of stock shares | 66,743 | ||||||||||
Repayment of related party debt | 693,145 | ||||||||||
Repayment of related party owed | 161,855 | 1,500,000 | |||||||||
Interest expense, related parties | 4,355 | 4,355 | |||||||||
Loans payable related parties | 25,479 | 25,479 | 100,724 | ||||||||
YES Americana Group LLC [Member] | Employee [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Interest expense, related parties | 1,730 | 5,189 | |||||||||
Due to related party | $ 200,000 | ||||||||||
Debt instrument unmortized discount | $ 27,673 | ||||||||||
Debt interest rate | 7.50% | ||||||||||
Monthly payment | $ 4,167 | ||||||||||
Current portion of loans payables, related parties | 36,479 | 36,479 | 47,249 | ||||||||
Non-current portion of loans payables, related parties | $ 0 | $ 0 | $ 21,541 |
INVESTMENT IN NSURE (Details Na
INVESTMENT IN NSURE (Details Narrative) - USD ($) | 1 Months Ended | |
Apr. 30, 2023 | Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | ||
Sale of stock, shares | 262,684 | |
Proceeds from sale of stock | $ 900,000 | |
Remaining balance shares | 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 03, 2023 | Sep. 30, 2023 |
Subsequent Event [Line Items] | ||
Shares issued | 0 | |
Subsequent Event [Member] | Prefunded Series E E Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Shares issued | 168,594 | |
Shares price | $ 0.001 | |
Proceeds | $ 729 | |
Warrants outstanding | $ 729,000 |