Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 04, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 7.8 | ||
Entity Common Stock, Shares Outstanding | 5,692,387 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 339 | ||
Auditor Name | Mazars USA LLP | ||
Auditor Location | Washington, Pennsylvania | ||
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 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 1,329,016 | $ 505,410 |
Restricted cash | 1,409,895 | 1,404,359 |
Other receivables | 899 | 11,464 |
Prepaid expense and other current assets | 333,756 | 245,535 |
Current assets - discontinued operations | 85,998 | |
Total current assets | 4,379,032 | 3,265,379 |
Property and equipment, net | 139,999 | 162,767 |
Right-of-use assets | 739,830 | 1,018,952 |
Investment in NSURE, Inc. | 900,000 | |
Intangibles, net | 11,042,757 | 13,439,369 |
Goodwill | 6,693,099 | 14,287,099 |
Other non-current assets | 20,292 | 23,284 |
Other assets - discontinued operations | 5,330,879 | |
Total assets | 23,015,009 | 38,427,729 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 835,483 | 951,382 |
Short term financing agreements | 56,197 | 154,017 |
Other payables | 7,414 | 101,113 |
Current portion of long-term debt | 1,390,766 | 1,118,721 |
Current portion of leases payable | 285,171 | 339,937 |
Earn-out liability, current portion | 159,867 | 2,153,478 |
Current liabilities - discontinued operations | 1,600,636 | |
Total current liabilities | 3,189,851 | 7,841,533 |
Long term debt, less current portion | 11,026,971 | 12,349,673 |
Leases payable, less current portion | 484,335 | 714,068 |
Earn-out liability, less current portion | 556,000 | |
Warrant liabilities | 268,993 | 6,433,150 |
Total liabilities | 15,867,679 | 29,516,690 |
Stockholders’ equity: | ||
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | ||
Common stock, $0.086 par value; 2,000,000,000 shares authorized and 4,761,974 and 1,219,573 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 409,509 | 104,883 |
Additional paid-in capital | 45,739,786 | 35,798,139 |
Accumulated deficit | (39,001,965) | (26,991,983) |
Total stockholders’ equity | 7,147,330 | 8,911,039 |
Total liabilities and stockholders’ equity | 23,015,009 | 38,427,729 |
Nonrelated Party [Member] | ||
Current assets: | ||
Accounts receivable | 1,298,863 | 994,321 |
Related Party [Member] | ||
Current assets: | ||
Accounts receivable | 6,603 | 18,292 |
Current liabilities: | ||
Current portion of loans payables, related parties | 454,953 | 1,422,249 |
Loans payable, related parties, less current portion | 897,529 | 122,266 |
Convertible debt, related parties, less current portion | $ 1,500,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 4,761,974 | 1,219,573 |
Common stock, shares outstanding | 4,761,974 | 1,219,573 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Commission income | $ 13,731,826 | $ 11,761,882 |
Total revenue | 13,731,826 | 11,761,882 |
Operating expenses | ||
Commission expense | 3,732,939 | 3,140,725 |
Salaries and wages | 7,503,052 | 7,508,312 |
General and administrative | 4,089,989 | 4,959,151 |
Marketing and advertising | 364,974 | 170,311 |
Change in estimated acquisition earn-out payables | 1,716,873 | 524 |
Depreciation and amortization | 2,609,191 | 2,563,518 |
Goodwill impairment | 7,594,000 | |
Total operating expenses | 27,611,018 | 18,342,541 |
Loss from operations | (13,879,192) | (6,580,659) |
Other income (expense) | ||
Other expense, net | 6,530 | (4,341) |
Recognition and change in fair value of warrant liabilities | 5,503,647 | 29,064,958 |
Total other income (expense) | 3,853,924 | 28,142,591 |
Loss (income) from continuing operations before tax | (10,025,268) | 21,561,932 |
Loss from discontinued operations before tax | (1,984,714) | (15,095,770) |
Net (loss) income | $ (12,009,982) | $ 6,466,162 |
Basic (loss) earnings per share | ||
Continuing operations | $ (4.46) | $ 13.36 |
Discontinued operations | (0.70) | (13.78) |
Basic loss per share | (5.16) | (0.42) |
Diluted (loss) earnings per share | ||
Continuing operations | (4.46) | 13.36 |
Discontinued operations | (0.70) | (13.78) |
Diluted loss per share | $ (5.16) | $ (0.42) |
Weighted average number of shares outstanding – Basic | 2,820,275 | 1,094,781 |
Weighted average number of shares outstanding – Diluted | 2,820,275 | 1,094,989 |
Nonrelated Party [Member] | ||
Other income (expense) | ||
Interest expense | $ (1,506,186) | $ (911,106) |
Related Party [Member] | ||
Other income (expense) | ||
Interest expense | $ (150,067) | $ (6,920) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 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 conversion of preferred stock | $ (781) | $ 12,723 | (11,942) | |||
Shares issued due to conversion of preferred stock, shares | (9,076) | 147,939 | ||||
Shares issued in private placement | $ 781 | $ 15,313 | (16,043) | 20,000,000 | 20,000,051 | |
Shares issued in private placement, shares | 9,076 | 178,060 | ||||
Net Income (loss) | 6,466,162 | 6,466,162 | ||||
Share based compensation | 1,249,873 | 1,249,873 | ||||
Shares issued pursuant to acquisition | $ 3,475 | 4,759,976 | 4,763,451 | |||
Shares issued pursuant to acquisition of Medigap, shares | 40,402 | |||||
Series A warrants | $ 2,150 | 2,472,850 | 2,475,000 | |||
Series A warrants, shares | 25,000 | |||||
Issuance of Series C warrants in exchange for common shares | $ (18,788) | 18,788 | ||||
Issuance of Series C warrants in exchange for common shares, shares | (218,462) | |||||
Shares issued for vested stock awards | $ 1,262 | (1,262) | ||||
Shares issued for vested stock awards, shares | 14,675 | |||||
Issuance of common stock for conversion of Series C warrants | $ 18,788 | (17,452) | 1,336 | |||
Issuance of common stock for conversion of Series C warrants, shares | 218,462 | |||||
Issuance of common stock for conversion of Series D warrants | $ 7,002 | (6,207) | 795 | |||
Issuance of common stock for conversion of Series D warrants, shares | 81,423 | |||||
Issuance of common stock for conversion of Series B warrants | $ 143 | 12,357 | 12,500 | |||
Issuance of common stock for conversion of Series B warrants, shares | 1,667 | |||||
Warrant liability reclassified to equity upon exercise of Series B Warrants | 8,000 | 8,000 | ||||
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 | |||||
Share based compensation | $ 65,928 | 809,178 | 875,106 | |||
Share based compensation, shares | 766,596 | |||||
Common shares issued for earnout liabilities | $ 54,714 | 2,946,331 | 3,001,045 | |||
Common shares issued for earnout liabilities, shares | 636,228 | |||||
Shares issued due to conversion of preferred stock | $ 5,740 | $ 639,260 | $ 645,000 | |||
Shares issued due to conversion of preferred stock, shares | 66,743 | |||||
Round up of shares due to reverse split | 1,300 | (1,300) | ||||
Round up of shares due to reverse split, shares | 15,336 | |||||
Shares issued in private placement | $ 13,333 | $ 3,433,151 | $ 3,446,484 | |||
Shares issued in private placement, shares | 155,038 | |||||
Common shares issued for services | $ 22,412 | 567,448 | 589,860 | |||
Common shares issued for services, shares | 260,602 | |||||
Common shares issued for Series B warrants | $ 32,100 | 628,410 | 660,510 | |||
Common shares issued for series B warrant in shares | 373,264 | |||||
Common shares issued for Series E warrants | $ 77,193 | (78,897) | (1,704) | |||
Common shares issued for Series E warrants, shares | 897,594 | |||||
Common shares issued for Series F warrants | $ 31,906 | 998,066 | 1,029,972 | |||
Common shares issued for Series F warrants, shares | 371,000 | |||||
Net Income (loss) | (12,009,982) | (12,009,982) | ||||
Balance at Dec. 31, 2023 | $ 409,509 | $ 45,739,786 | $ (39,001,965) | $ 7,147,330 | ||
Balance, shares at Dec. 31, 2023 | 4,761,974 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (Loss) income | $ (12,009,982) | $ 6,466,162 |
Adjustment to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 2,609,191 | 2,563,518 |
Goodwill impairment | 7,594,000 | |
Amortization of debt issuance costs and accretion of debt discount | 46,883 | 41,875 |
Non-cash lease expense | (5,377) | 21,452 |
Share based compensation expense | 875,106 | 1,249,873 |
Share based payments to service providers | 397,049 | |
Recognition and change in fair value of warrant liability | (5,503,647) | (29,064,958) |
Change in estimated acquisition earn-out payables | 1,716,873 | 524 |
Change in operating assets and liabilities: | ||
Accounts receivable | (304,542) | 123,096 |
Accounts receivable, related parties | 11,689 | (11,161) |
Other receivables | 10,565 | (11,464) |
Prepaid expense and other current assets | 104,590 | 2,501,023 |
Other non-current assets | 2,992 | (6,492) |
Accounts payables and other accrued liabilities | (48,266) | (1,811,237) |
Other payables | (93,699) | 269,613 |
Net cash used in continuing operating activities | (4,596,575) | (17,668,176) |
Net cash provided by discontinued operating activities | 3,748,605 | 14,478,179 |
Net cash used in continuing and discontinued operating activities | (847,970) | (3,189,997) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (22,864) | (61,454) |
Purchase of intangible assets | (166,947) | (740,922) |
Proceeds from sale of investment in NSURE | 900,000 | 450,000 |
Business acquisitions, net of cash acquired | (6,000,000) | |
Net cash provided and used in continuing investing activities | 710,189 | (6,352,376) |
Net cash used in discontinued investing activities | (18,289,936) | |
Net cash provided and used in continuing and discontinued investing activities | 710,189 | (24,642,312) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal repayments of debt | (1,090,622) | (875,010) |
Debt issuance costs | (214,257) | |
Loans acquired through acquisitions | 6,520,000 | |
Issuance of common shares in exchange for Series B warrants | 12,500 | |
Issuance of common shares in exchange for Series C warrants | 2,131 | |
Proceeds from short term financing | 241,975 | |
Principal repayments of short-term financings | (322,095) | (310,383) |
Payments of loans payable, related parties | (1,045,164) | (184,252) |
Cash payments and proceeds of convertible debt, related parties | (855,000) | 1,500,000 |
Cash payments on earn-out liability | (419,225) | (1,704,924) |
Proceeds from exercise of warrants into common stock | 1,028,270 | 2,475,000 |
Private Placement of shares and warrants | 3,446,484 | 17,853,351 |
Net cash provided from continuing financing activities | 984,623 | 25,074,156 |
Net cash used and provided from discontinued financing activities | (17,700) | 47,200 |
Net cash provided from continuing and discontinued financing activities | 966,923 | 25,121,356 |
Net increase and decrease in cash and restricted cash | 829,142 | (2,710,953) |
Cash and restricted cash at beginning of year | 1,909,769 | 4,620,722 |
Cash and restricted cash at end of year | 2,738,911 | 1,909,769 |
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS: | ||
Interest | 1,612,829 | 863,936 |
Noncash investing and financing transactions: | ||
Common shares issued to settle convertible debt, related parties | 645,000 | |
Common shares issued for earnout liabilities | 3,001,045 | |
Common shares issued for Series B warrants | 660,510 | 8,000 |
Common shares issued for Series D Warrants | 36,761 | |
Common shares issued for preferred stock | 190,069 | |
Common stock issued for pre-paid assets | 192,811 | |
Issuance of Series D Warrants | 6,930,335 | |
Issuance of placement agent warrants | 1,525,923 | |
Acquisition of business deferred purchase price liability | 1,125,000 | |
Lease assets acquired in exchange for lease liabilities | $ 156,542 | 310,146 |
Noncash investing and financing transactions, discontinued operations | $ 5,081,309 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Reliance Global Group, Inc. (formerly known as Ethos Media Network, Inc.) (“RELI”, “Reliance”, or the “Company”) was incorporated in Florida on August 2, 2013. On April 26, 2022, the Company acquired the assets of Barra & Associates, LLC., an unaffiliated full-service insurance agency headquartered in Illinois (see Note 3). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounting of Reliance Global Group, Inc., and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Liquidity As of December 31, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $ 2,739,000 4,379,000 3,190,000 1,189,000 7,147,000 13,879,000 7,594,000 5,504,000 1,650,000 10,025,000 1,985,000 12,010,000 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 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 consists of checking accounts. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions. At times, some cash balances held in banks may exceed the Federal Deposit Insurance Corporation, or FDIC, standard deposit insurance limit of $ 250,000 The reconciliation of cash and restricted cash reported within the applicable balance sheet accounts that sum to the total of cash and restricted cash presented in the statement of cash flows is as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW December 31, 2023 December 31, 2022 Cash $ 1,329,016 $ 505,410 Restricted cash 1,409,895 1,404,359 Total cash and restricted cash $ 2,738,911 $ 1,909,769 Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recognized over an asset’s estimated useful life using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Certain capitalized software has been reclassified in the consolidated balance sheet from property and equipment, net to intangibles, net and comparative periods have been adjusted accordingly. Maintenance and repairs are charged to expense as incurred. Estimated useful lives of the Company’s Property and Equipment are as follows: SCHEDULE OF ESTIMATED USEFUL LIVE PROPERTY AND EQUIPMENT Useful Life (in years) Computer equipment 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. As of December 31, 2023, and 2022 respectively, the Company’s balance sheet includes certain financial instruments, including cash, notes receivables, accounts payable, and short and long-term debt. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying amounts of long-term debt approximate their fair value as the variable interest rates are based on a market index. Warrant Liabilities: Warrant Liabilities SCHEDULE OF WARRANT LIABILITY December 31, 2023 December 31, 2022 Stock price $ 0.54 $ 8.55 Volatility 110.0 % 105.0 % Time to Expiry 4.99 4.01 Dividend yield 0 % 0 % Risk free rate 3.8 % 4.1 % Warrant Liabilities 3.8 % 4.1 % The following reconciles the warrant liabilities for the years ended December 31, 2023 and 2022: SCHEDULE OF RECONCILES WARRANT COMMITMENT Years ended December 31, 2023 and 2022 Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Beginning balance, December 31, 2021 37,652,808 - - 37,652,808 Initial recognition - 55,061,119 1,525,924 56,587,043 Unrealized (gain) loss 17,408,311 (48,668,869 ) (1,477,024 ) (32,737,582 ) 1 Warrants exercised or transferred (55,061,119 ) (8,000 ) - (55,069,119 ) Ending balance, December 31, 2022 $ - $ 6,384,250 $ 48,900 $ 6,433,150 Beginning balance, December 31, 2022 $ - $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss (5,534,931 ) (48,575 ) (5,583,506 ) 2 Warrants exercised or exchanged - (580,651 ) - (580,651 ) Ending balance, December 31, 2023 - $ 268,668 $ 325 $ 268,993 1 Recognition and change in fair value of warrant liabilities per income statement is $ 29,064,958 3,672,624 2 Recognition and change in fair value of warrant liabilities per income statement is $ 5,503,647 79,859 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS December 31, 2023 December 31, 2022 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement The Company values its Level 3 earn-out liability related to the Southwestern Montana Insurance Center acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENTS December 31, 2023 Volatility 110 % Credit Spread 7.73 % Number of trading days 252 Risk free rate 5.34 % Remaining term (years) 0.2 Stock Price $ 0.54 Dividend Yield 0 % Number of Iterations 100,000 Undiscounted remaining earn out cash payments were approximately $ 165,000 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE December 31, December 31, Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and Settlements (3,260,403 ) (1,104,924 ) Period adjustments: Fair value and estimate changes * 1,716,873 524 Earn-out payable in common shares (159,867 ) - Earn-out transferred to loans payable, related parties (846,214 ) - Ending balance $ 159,867 $ 2,709,478 Less: Current portion (159,867 ) (2,153,478 ) Ending balance, less current portion $ - $ 556,000 * Recorded as change in estimated acquisition earn-out payables on the consolidated statements of operations. Deferred Financing Costs The Company has recorded deferred financing costs because of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term of the related debt. As of December 31, 2023, and 2022, unamortized deferred financing costs were $ 273,864 313,829 Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, assets acquired, liabilities assumed, and consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration such as earn-outs, the Company records the contingent consideration at fair value at the acquisition date. The Company remeasures fair value as of each reporting date and changes resulting from events after the acquisition date, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings. Identifiable Intangible Assets, net Finite-lived intangible assets such as customer relationships assets, trademarks and tradenames are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from 3 20 Goodwill and other indefinite-lived intangibles The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is assigned on the acquisition date and tested for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. Similarly, indefinite-lived intangible assets (if any) other than goodwill are tested annually or more frequently if indicated, for impairment. If impaired, intangible assets are written down to fair value based on the expected discounted cash flows. Financial Instruments The Company evaluates issued financial instruments for classification as either equity or liability based on an assessment of the financial instrument’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”) as well as in accordance with ASU 2020-06. The assessment considers whether the financial instruments issued are freestanding pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and, if applicable whether the financial instruments meet all of the requirements for equity classification under ASC 815, including whether the financial instruments are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance and as of each subsequent reporting period end date while the financial instruments are outstanding. Financial instruments that are determined to be liabilities under ASC 480 or ASC 815 are held at their initial fair value and remeasured to fair value at each subsequent reporting date, with changes in fair value recorded as a non-operating, non-cash loss or gain, as applicable. The Company’s financial instruments consist of derivatives related to the warrants issued with the securities purchase agreement as discussed in Note 9, Warrant Liabilities The adoption of Topic 326 did not significantly change our approach to the valuation of trade receivables. The Company determines whether there is an expected loss on our accounts receivable by reviewing all available data, including our customers' latest available financial statements, their credit standing, our historical collection experience, and current and future market and economic conditions. As of December 31, 2023, and December 31, 2022, it was not deemed necessary to recognize any allowance for credit losses on our trade receivables. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers The Company’s revenue is primarily comprised of agency commissions earned from insurance carriers (the “Customer” or “Carrier”) related to insurance plans produced through brokering, producing, and servicing agreements between insurance carriers and members. The Company defines a “Member” as an individual, family or entity currently covered or seeking insurance coverage. The Company focuses primarily on agency services for insurance products in the “Healthcare” and property and casualty, which includes auto (collectively “P&C”) space, with nominal activity in the life insurance and bond sectors. Healthcare includes plans for individuals and families, Medicare supplements, ancillary and small businesses. The Company also earns revenue in the “Insurance Marketing” space as discussed further below. Consideration for all agency services typically is based on commissions calculated by applying contractual commission rates to policy premiums. For P&C, commission rates are applied to premiums due, whereas for healthcare, commission rates, including override commissions, are applied to monthly premiums received by the Carrier. The Company has two forms of billing practices, “Direct Bill” and “Agency Bill”. With Direct Bill, Carriers bill and collect policy premium payments directly from Members without any involvement from the Company. Commissions are paid to the Company by the Carrier in the following month. With Agency Bill, the Company bills Members premiums due and remits them to Carriers net of commission earned. The following outlines the core principles of ASC 606: Identification of the contract, or contracts, with a customer Identification of the performance obligations in the contract Determination of the transaction price Allocation of the transaction price to the performance obligations in the contract Recognition of revenue when, or as, the Company satisfies a performance obligation Healthcare revenue recognition: The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Carriers, to perform agency services that culminate in monthly premium cash collections by the Carrier. The performance obligation is satisfied through a combination of agency services including, marketing carrier’s insurance plans, soliciting Member applications, binding, executing and servicing insurance policies on a continuous basis throughout a policy’s life cycle which includes and culminates with the Customer’s collection of monthly premiums. No commission is earned if cash is not received by Carrier. Thus, commission revenue is earned only after a month’s cash receipts from Members’ dues is received by the Customer. Each month’s Carrier cash collections is considered a separate unit sold and transferred to the Customer i.e., the satisfaction of that month’s performance obligation. Transaction price is typically stated in a contract and usually based on a commission rate applied to Member premiums paid and received by Carrier. The Company generally continues to receive commission payments from Carriers until a Member’s plan is cancelled or the Company terminates its agency agreement with the Carrier. Upon termination, the Company normally will no longer receive any commissions from Carriers even on business still in place. In some instances, trailing commissions could occur which would be recognized similar to other Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary. Healthcare typically utilizes the Direct Bill method. The Company recognizes revenue at a point in time when it satisfies its monthly performance obligation and control of the service transfers to the Customer. Transfer occurs when Member insurance premium cash payments are received by the Customer. The Customer’s receipt of cash is the culmination and complete satisfaction of the Company’s performance obligation, and the earnings process is complete. With Direct Bill, since the amount of monthly Customer cash receipts is unknown to the Company until the following month when notice is provided by Customer to Company, the Company accrues revenue at each period end. Any estimated revenue accrued and recognized at a period-end is trued up for financial reporting per actual revenue earned as provided by the Customer during the following month. P&C revenue recognition The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Customers, to perform agency services to solicit, receive proposals and bind insurance policies culminating with policy placement. Commission revenue is earned at the time of policy placement. Transaction price is typically stated in a contract and usually based on commission rates applied to Member premiums due. With one performance obligation, allocation of transaction price is normally not necessary. P&C utilizes both the Agency Bill and Direct Bill methods, depending on the Carrier. The Company recognizes revenue at a point in time when it satisfies its performance obligation and control of the service transfers to the Customer. Transfer occurs when the policy placement process is complete. With both Direct Bill and Agency Bill, the Company accrues commission revenue in the period policies are placed. With Agency Bill, payment is typically received from Members in the month earned, however with Direct Bill, payment is typically received from Carriers in the month subsequent to the commissions being earned. Other revenue policies: When applicable, commission revenue is recognized net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage. The Company could earn additional revenue from contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue or profit targets established periodically by the Carriers (collectively, “Contingent Commissions”). Contingent Commissions are earned when the Company achieves targets established by Carriers. The Carriers notify the Company when it has achieved the target. The Company recognizes revenue for any Contingent Commissions at the time it is reasonably assured that a significant revenue reversal is not probable, which is generally when a Carrier notifies the Company that it is on track or has earned a Contingent Commission. The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Year ended December 31, 2023 Medical Life Property and Casualty Total EBS $ 883,327 $ 22,114 $ - $ 905,441 USBA 43,193 3184 - 46,377 CCS/UIS - - 289,486 289,486 Montana 1,863,455 12,488 - 1,875,943 Fortman 1,161,506 5,487 1,044,592 2,211,585 Altruis 5,454,654 - - 5,454,654 Kush 1,209,854 - - 1,209,854 Reli Exchange 209,615 127,486 1,401,385 1,738,486 Total $ 10,825,064 $ 170,759 $ 2,735,463 $ 13,731,826 Year ended December 31, 2022 Medical Life Property and Casualty Total EBS $ 781,570 $ 16,843 $ - $ 798,413 USBA 51,006 1462 - 52,468 CCS/UIS - - 254,325 254,325 Montana 1,860,475 7,661 - 1,868,136 Fortman 1,267,945 6705 842,961 2,117,611 Altruis 4,041,495 2954 - 4,044,449 Kush 1,535,416 1040 - 1,536,456 Reli Exchange 152,094 106,052 831,878 1,090,024 Total $ 9,690,001 $ 142,717 $ 1,929,164 $ 11,761,882 General and Administrative General and administrative expenses primarily consist of personnel costs for the Company’s administrative functions, professional service fees, office rent, all employee travel expenses, and other general costs. Marketing and Advertising The Company’s direct channel expenses primarily consist of costs for e-mail marketing and newspaper advertisements. The Company’s online advertising channel expense primarily consist of social media ads. Advertising costs for both direct and online channels are expensed as incurred. Equity-Based Compensation Equity-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, based on the terms of the awards. The fair value of the stock-based payments to nonemployees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. To the extent possible, the Company will estimate and recognize expected forfeitures. Leases The Company recognizes leases in accordance with Accounting Standards Codification Topic 842, “Leases” (“ASC 842” or “ASU 2016-12”). This standard provides enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases are recognized as a single lease expense, generally on a straight-line basis. The Company is the lessee in a contract when the Company obtains the right to use an asset. We currently lease real estate and office space under non-cancelable operating lease agreements. When applicable, consideration in a contract is allocated between lease and non-lease components. Lease payments are discounted using the implicit discount rate in the lease. If the implicit discount rate for the lease cannot be readily determined, the Company uses an estimate of its incremental borrowing rate. The Company did not have any contracts accounted for as finance leases as of December 31, 2023, or 2022. Operating leases are included in the line items right-of-use assets, current portion of leases payable, and leases payable, less current portion in the consolidated balance sheets. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations. The Company determines a lease’s term by agreement with lessor and includes lease extension options and variable lease payments when option and/or variable payments are reasonably certain of being exercised or paid. Income Taxes The Company recognizes deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. In evaluating its ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including the expected reversals of taxable temporary differences, projected future taxable income, taxable income available via carryback to prior years, tax planning strategies, and results of recent operations. The Company assesses the realizability of its deferred tax assets, including scheduling the reversal of its deferred tax assets and liabilities, to determine the amount of valuation allowance needed. Scheduling the reversal of deferred tax asset and liability balances requires judgment and estimation. The Company believes the deferred tax liabilities relied upon as future taxable income in its assessment will reverse in the same period and jurisdiction and are of the same character as the temporary differences giving rise to the deferred tax assets that will be realized. 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, net of costs, of $ 2,761,190 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 December 31, 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 December 31, 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. Year Ended December 31, 2023 Year Ended December 31, 2022 Income Commission income $ 744,030 $ 4,994,002 Expenses Commission expense 110,639 604,042 Salaries and wages 454,663 1,973,579 General and administrative 129,363 508,342 Marketing and advertising 426,818 2,414,583 Depreciation and amortization 7,283 238,307 Other expenses (income) (3,902 ) (22,454 ) Total discontinued operations expenses before impairments and write-offs 1,124,864 5,716,399 Total discontinued operations income / (loss) before impairments and write-offs $ (380,834 ) $ (722,397 ) Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities Settlement Recovery, net of costs $ 2,761,190 - 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 14,373,374 Total asset impairments 5,345,308 14,373,374 Liability write-off gains Accounts payable and other accrued liabilities 4,154 - Other payables 9,842 - Chargeback reserve 831,725 - Current portion of leases payable 134,517 - Total liability write-off gains 980,238 - Discontinued operations net asset and liability impairments / write-offs gains and (losses) 4,365,070 14,373,374 Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities (1,603,880 ) (14,373,374 ) Loss from discontinued operations before tax (1,984,714 ) (15,095,770 ) Consolidated statement of operations - Loss from discontinued operations before tax $ (1,984,714 ) $ (15,095,770 ) Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in the fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage. The majority of the Company’s individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. Recently Issued Accounting Pronouncements In March 2024, the FASB issued ASU No. 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), to clarify the scope application of profits interest and similar awards by adding illustrative guidance in ASC 718, Compensation - Stock Compensation In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 improves the transparency of income tax disclosures by requiring, on an annual basis, consistent categories, and greater disaggregation of information in the rate reconciliation as well as income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments in this update should be applied prospectively, however, retrospective application is permitted. The Com |
STRATEGIC INVESTMENTS AND BUSIN
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS | NOTE 3. STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS To date, we have acquired ten insurance brokerages (see table below). As our acquisition strategy continues, our reach within the insurance arena can provide us with the ability to offer lower rates, which could boost our competitive position within the industry. Acquired Reliance 100% Controlled Entity Date Location Line of Business U.S. Benefits Alliance, LLC (USBA) US Benefits Alliance, LLC October 24, 2018 Michigan Health Insurance Employee Benefit Solutions, LLC (EBS) Employee Benefits Solutions, LLC October 24, 2018 Michigan Health Insurance Commercial Solutions of Insurance Agency, LLC (CCS or Commercial Solutions) Commercial Coverage Solutions LLC December 1, 2018 New York P&C – Trucking Industry Southwestern Montana Insurance Center, Inc. (Southwestern Montana or Montana or SWMT) Southwestern Montana Insurance Center, LLC April 1, 2019 Montana Group Health Insurance Fortman Insurance Agency, LLC (Fortman or Fortman Insurance or FIS) Fortman Insurance Solutions, LLC May 1, 2019 Ohio P&C and Health Insurance Altruis Benefits Consultants, Inc. (Altruis or ABC) Altruis Benefits Corporation September 1, 2019 Michigan Health Insurance UIS Agency, LLC (UIS) UIS Agency, LLC August 17, 2020 New York P&C – Trucking Industry J.P. Kush and Associates, Inc. (Kush) Kush Benefit Solutions, LLC May 1, 2021 Michigan Health Insurance Barra & Associates, LLC (Barra) RELI Exchange, LLC April 26, 2022 Illinois P&C and Health Insurance Barra & Associates, LLC Transaction On April 26, 2022, we entered into an asset purchase agreement (the “APA”) with Barra & Associates, LLC (“Barra”) pursuant to which the Company purchased all of the assets of Barra & Associates, LLC on April 26, 2022 for a purchase price in the amount of $ 7,725,000 6,000,000 1,125,000 600,000 6,520,000 The acquisition of Barra was accounted for as a business combination in accordance with the acquisition method pursuant to FASB Topic No. 805, Business Combination (ASC 805). Accordingly, the total purchase consideration was allocated to the assets acquired, and liabilities assumed based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The preliminary allocation of the purchase price in connection with the acquisition of Barra was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Acquired accounts receivable $ 92,585 Property, plant, and equipment 8,593 7 Right-of-use asset 122,984 Trade names 22,000 4 Customer relationships 550,000 10 Developed technology 230,000 5 Agency relationships 2,585,000 10 Lease liability (122,984 ) Goodwill 4,236,822 Indefinite $ 7,725,000 Trade name was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trade name, a pre-tax royalty rate of 0.5% 19.5% Customer and Agency relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 19.5% Developed technology was measured at fair value using the cost replacement method of the cost approach. Significant inputs used to measure the fair value include an estimate of cost to replace, an obsolescence rate of 28.6% Goodwill of $ 4,236,822 72,793 The approximate revenue and net profit or loss for the acquired business as a standalone entity per ASC 805 from April 26, 2022 to December 31, 2022 was $ 1,090,023 393,708 Pro Forma Information The results of operations of Barra will be included in the Company’s consolidated financial statements as of the date of acquisition through the current period end. The following supplemental pro forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the nine months ended December 31, 2022: SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION December 31, 2022 Revenue $ 12,309,504 Net Income (Loss) $ 6,700,594 Earnings (Loss) per common share, basic $ (0.21 ) Earnings (Loss) per common share, diluted $ (0.21 ) |
INVESTMENT IN NSURE, INC.
INVESTMENT IN NSURE, INC. | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT IN NSURE, INC. | NOTE 4. INVESTMENT IN NSURE, INC. On February 19, 2020, the Company entered into a securities purchase agreement with NSURE, Inc. (“NSURE”), which was further amended on October 8, 2020, and as amended provides that the Company may invest up to an aggregate of $ 5,700,000 928,343 During the year 2020, by October 8, 2020, the Company funded the first tranche, $ 1,350,000 394,029 209,075 6.457 325,239 9.224 The Company did not fund tranches two and three in the required timeframes, thus, the Company relinquished its rights under the contract to any additional NSURE shares aside for the ones already acquired with tranche one. During the fourth quarter of the year ended December 31, 2022, the Company sold 131,345 450,000 262,684 900,000 0 The Company measured the NSURE shares subsequent to acquisition in accordance with ASC 321-10-35-2, at cost less impairment since no readily determinable fair value was available to the Company. The investment was reviewed for impairment at each reporting period by qualitatively assessing any indicators demonstrating fair value of the investment is less than carrying value. The Company did not observe any price changes resulting from orderly transactions for identical or similar assets for the years ended December 31, 2023, or 2022. ASC 321-10-50-4 further requires an entity to disclose unrealized gains and losses for periods that relate to equity securities held at a reporting date. To date, the Company has not recognized any unrealized gains or losses on NSURE security. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Computer equipment $ 110,350 $ 92,278 Office equipment and furniture 47,652 40,693 Leasehold Improvements 120,378 122,830 Property and equipment 278,380 255,801 Less: Accumulated depreciation (138,381 ) (93,034 ) Property and equipment, net $ 139,999 $ 162,767 Depreciation expense associated with property and equipment, is included within depreciation and amortization in the Company’s consolidated statements of operations and is, $ 45,632 37,638 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS In accordance with ASC 350-20-35-45, all the Company’s goodwill is assigned to a single operating and reporting unit. All acquisitions made by the Company are in one general insurance agency industry and operate in a very similar economic and regulatory environment. The Company has one executive who is responsible for the operations of the insurance agencies. This executive reports directly to the Chief Executive Officer (“CEO”) on a quarterly basis. Additionally, the CEO who is responsible for the strategic direction of the Company reviews the operations of the insurance agency business collectively, as opposed to office by office. 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 a hybrid of the Market Approach – Traded Market Value Method and Income Approach – Discounted Cash Flow Method and Discounted Forward Market Multiple Method, concluding that the Company’s fair value and resultant net assets, implied a goodwill balance of $ 19,100,000 33,400,000 14,373,000 oss from discontinued operations before tax account in the consolidated statements of operations for the year ended December 31, 2022. 4,825,634 For the year ended December 31, 2023, due to a declining market capitalization, the Company performed a quantitative goodwill impairment test utilizing the discounted cash flow method of the income approach with market participant control adjustments in consideration of market capitalization, and concluded that the Company’s carrying value of equity exceeded its fair value of equity in the approximate amount of $ 7,594,000 which the Company recognized as a goodwill impairment charge, presented in the goodwill impairment account on the consolidated statements of operations for the year ended December 31, 2023. The following table rolls forward the Company’s goodwill balance for the periods ending December 31, 2023 and 2022 exclusive of 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 Goodwill impairment recognized as of December 31, 2023 (7,594,000 ) December 31, 2023 $ 6,693,099 The following table rolls forward the Company’s goodwill balance for the periods ended December 31, 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 year ended December 31, 2023 (4,825,634 ) Goodwill impairment recognized as of December 31, 2023 (7,594,000 ) December 31, 2023 $ 6,693,099 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, 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 1.5 $ 1,807,189 $ (1,320,939 ) $ 486,250 Internally developed software 3.2 1,798,922 (650,029 ) 1,148,893 Customer relationships 8.0 11,922,290 (3,193,629 ) 8,728,661 Purchased software 0.3 667,206 (618,418 ) 48,788 Video Production Assets - 50,000 (50,000 ) - Non-competition agreements 0.9 3,504,810 (2,874,645 ) 630,165 Trade name and trademarks $ 19,750,417 $ (8,707,660 ) $ 11,042,757 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 0.0 50,000 (50,000 ) - Non-competition agreements 1.9 3,504,810 (2,179,420 ) 1,325,390 $ 19,583,603 $ (6,144,234 ) $ 13,439,369 Amortization expense is $ 2,563,559 2,525,880 The following table reflects expected amortization expense as of December 31, 2023, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2024 $ 2,195,191 2025 1,801,235 2026 1,532,267 2027 1,196,989 2028 1,097,825 Thereafter 3,218,683 Total $ 11,042,757 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Significant components of accounts payable and accrued liabilities were as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2023 December 31, 2022 Accounts payable, $ 635,339 $ 747,469 Accrued expenses 40,540 109,502 Accrued credit card payables 54,416 58,120 Other accrued liabilities 105,188 36,291 Accounts payable and other accrued liabilities $ 835,483 $ 951,382 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 8. LONG-TERM DEBT The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT December 31, 2023 December 31, 2022 Oak Street Funding LLC Term Loan $ 369,602 $ 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 10,069 12,388 $ 369,602 $ 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 12,525 15,076 604,830 693,682 Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0 April 2029 7,733 9,206 695,758 788,596 Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0 May 2029 31,026 36,843 1,758,558 1,987,846 Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0 September 2029 35,649 42,129 2,899,409 3,249,575 Oak Street Funding LLC Term Loan, variable interest of Prime Rate plus 2.5 May 2032 176,762 198,188 6,089,580 6,321,812 Long term debt gross 12,417,737 13,468,394 Less: current portion (1,390,766 ) (1,118,721 ) Long-term debt $ 11,026,971 $ 12,349,673 Oak Street Funding LLC – Term Loans and Credit Facilities During the year of 2018 the Company entered into two debt agreements with Oak Street Funding LLC (“Oak Street”). On August 1, 2018, EBS and USBA entered into a Credit Agreement with Oak Street whereby EBS and USBA borrowed $ 750,000 11.00 22,188 1,025,000 The borrowing rate under the Facility is a variable rate equal to Prime + 1.50 10 25,506 During the year of 2019 the Company entered in a number of Credit Agreements with Oak Street whereby the Company borrowed a total amount of $ 7,912,000 The borrowing rates under the Facility is a variable rate equal to Prime + 2.00 10 181,125 On April 26, 2022 the Company entered into a secured promissory note (the Note) with Oak Street subject to the terms of the Master Credit Agreement, whereby the Company borrowed $ 6,250,000 May 25, 2032 2.500 214,257 Aggregated cumulative maturities of long-term obligations (including the Term Loan and the Facility), excluding deferred financing costs, as of December 31, 2023 are: SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES Fiscal year ending December 31, Maturities of Long-Term Debt 2024 $ 1,390,766 2025 1,552,772 2026 1,729,160 2027 1,925,603 2028 2,107,128 Thereafter 3,986,172 Total 12,691,601 Less debt issuance costs (273,864 ) Total $ 12,417,737 Short-Term Financings The Company has various short-term notes payable for financed items such as insurance premiums and CRM software purchases. Total financed for the year ended December 31, 2023 and 2022 respectively was approximately $ 181,000 482,000 12.75 0 56,000 154,000 |
WARRANT LIABILITIES
WARRANT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Warrant Liabilities | |
WARRANT LIABILITIES | NOTE 9. WARRANT LIABILITIES Series B Warrants On December 22, 2021, the Company entered into a securities purchase agreement (SPA) with two institutional investors for the purchase and sale of (i) warrants to purchase up to an aggregate of 651,997 0.086 61.35 178,060 9,076 0.086 1,000 147,939 61.35 20,000,000 By entering into the Private Placement on December 22, 2021, the Company entered into a commitment to issue the Common Shares, Preferred Shares, and Series B Warrants on the Initial Closing Date for a fixed price and exercise price, as applicable. The commitment to issue Series B Warrants (the “Warrant Commitment”) represents a derivative financial instrument, other than an outstanding share, that, at inception, has both of the following characteristics: (i) embodies a conditional obligation indexed to the Company’s equity. The Company classified the commitment to issue the warrants as a derivative liability because it represents a written option that does not qualify for equity accounting The Company initially measured the derivative liability at its fair value and will subsequently remeasure the derivative liability, at fair value with changes in fair value recognized in earnings. An option pricing model was utilized to calculate the fair value of the Warrant Commitment. The Company initially recorded $ 17,408,311 The Private Placement closed on January 4, 2022, at which time the Company remeasured the derivative liability for the warrants issued in the transaction, recognizing $ 17,408,311 55,061,119 Pursuant to the terms of the SPA, due to a non-Private Placement related dilutive share issuance, effective December 27, 2022, the Series B Warrants outstanding increased to 1,333,333 7.50 1,667 1,667 12,500 0.63 On December 12, 2023, the Company entered into an agreement with one of the SPA institutional investors, pursuant to which (i) the Company extended the expiration date of their 866,667 300,000 300,000 For the years ended December 31, 2023 and 2022, net fair value gains recognized for the Series B Warrants were $ 5,534,931 48,668,869 268,667 6,384,250 866,667 Placement Agent Warrants In connection with the Private Placement, the Company issued 16,303 five years 61.35 1,525,923 For the years ended December 31, 2023 and 2022, net fair value gains recognized for the PAW were, $ 48,575 1,477,024 325 48,900 |
SIGNIFICANT CUSTOMERS
SIGNIFICANT CUSTOMERS | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT CUSTOMERS | NOTE 10. SIGNIFICANT CUSTOMERS Carriers representing 10 SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier December 31, 2023 December 31, 2022 Priority Health 35 % 32 % BlueCross BlueShield 15 % 14 % No other single insurance carrier accounted for more than 10 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
EQUITY | NOTE 11. EQUITY Preferred Stock The Company has been authorized to issue 750,000,000 0.086 In January 2022, the Company issued 9,076 16 During August 2022, all 9,076 147,939 Common Stock The Company has been authorized to issue 2,000,000,000 0.086 In January 2022, the Company issued 178,060 Warrant Liabilities In January 2022, the Company issued 40,402 In January 2022, upon agreement with Series A warrant holders, 25,000 99.00 25,000 In March 2022, the Company issued 400 400 In May and June 2022, 218,462 218,462 In July 2022, 81,423 81,423 In December 2022, the Company issued 14,275 14,275 In December 2022, upon agreement with Series B warrant holders, 1,667 7.50 1,667 12,500 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 February 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, 112,557 352,260 22,219 During the third quarter of 2023, the Company issued from its common stock, 174,610 400 3,017 73,264 During the fourth quarter of 2023, the Company issued from its common stock, 897,594 371,000 741,360 147,645 300,000 As of December 31, 2023 and December 31, 2022, there were 4,761,974 1,219,573 Warrants Series A Warrants In conjunction with the Company’s initial public offering, the Company issued 2,070,000 0.15 375,000 25,000 In November 2023 the Series A Warrant holders voted and approved an amendment to the Series A Warrant agreement pursuant to which the warrants were issued, and reduced the exercise price from the stated $ 6.60 99.00 6.13 As of both December 31, 2023 and December 31, 2022, 1,695,000 113,000 Series C and D Warrants In January 2022, as a result of the Private Placement and the Medigap Acquisition, the Company received a deficiency notification from Nasdaq indicating violation of Listing Rule 5365(a). As part of its remediation plan, in March 2022, the Company entered into Exchange Agreements with the holders of common stock issued in January 2022. Pursuant to the Exchange Agreements, the Company issued 218,462 218,462 81,500 Earnings (Loss) Per Share The Series C and D Warrants are equity classified pursuant to the warrant agreement provisions that permit holders to obtain a fixed number of shares for a fixed monetary amount. The warrants are standalone equity securities that are transferable without the Company’s consent or knowledge. The warrants expire on the fifth anniversary of the respective issuance dates and are exercisable at a per share exercise price equal to $ 0.015 In May and June 2022, the 218,462 218,462 0.015 1,336 In July 2022, 81,423 81,472 0.015 795 Series E, F & G Warrants, and Abeyance Shares 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 for each Common Unit purchased by such Buyer, or (ii) $3.799 for each Prefunded Unit purchased by the Buyer, which Prefunded Warrants are exercisable into Prefunded Warrant Shares at the initial Exercise Price (as defined in the Prefunded Warrant) of $0.001 per Prefunded Warrant Share in accordance with the Prefunded Warrant. The Common Warrant (Series F) has an exercise price of $ 3.55 Private Placement-2023 . The Common Warrant will be exercisable six months following the date of issuance and will expire five and a half years from the date of issuance. The PA Warrant has an exercise price of $ 3.91 The closing of the Private Placement-2023 occurred on March 16, 2023. EF Hutton, a division of Benchmark Investments, LLC (the “Placement Agent”) acted as the sole placement agent and was entitled to an 8 Gross and net proceeds to the Company from the Private Placement-2023 were approximately $ 4 3.4 553,000 The Company determined the Series E Warrants, Series F Warrants, and PA Warrants are equity in nature because of provisions, pursuant to the warrant agreements, that permit the holder to obtain a fixed number of shares for a fixed monetary amount. The values offset to $ 0 On December 12, 2023, the Company entered into that certain Inducement Offer to Exercise Series F Warrants to Subscribe for Common Shares with the institutional investor (the “Series F Inducement Agreement”), pursuant to which (i) the Company agreed to lower the exercise price of the Series F Warrants to $ 0.6562 2,105,264 2,105,264 1,381,474 351,503 1,029,972 371,000 1,734,264 9.99 302,997 2,105,264 1,103,377 800,380 302,997 0.6562 3.55 0.6562 4.77 0 112 4.23 Further, pursuant to the Series F Inducement Agreement, the Company issued a new unregistered Series G common share purchase warrant (the “Series G Warrant”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended to purchase 4,210,528 0.6562 4.99% 2,236,760 0.6562 0.6562 0 112 4.23 As of December 31, 2023: ● Series E: 897,594 897,594 898 ● Series F: no ● Series G: 4,210,528 ● Abeyance Shares: 1,734,264 Subsequent to December 31, 2023, during the first quarter of 2024, upon request from the institutional investor, the Company converted 723,264 723,264 1,011,000 1,011,000 Equity Incentive Plans 2019 Equity Incentive Plan 46,667 10,928 232.55 0.57 2023 Equity Incentive Plan . 800,000 47,080 Administration of the Plans Stock Options: The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services provided, whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option. The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plans for the years ended December 31, 2023 and 2022 respectively: SCHEDULE OF THE STOCK OPTIONS GRANTED, FORFEITED OR EXPIRED Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 10,928 $ 232.55 1.61 $ - Granted - - - - Forfeited or expired - - - - Exercised - - - - Outstanding at December 31, 2023 10,928 $ 232.55 0.61 - Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 10,928 $ 232.55 2.61 $ - Granted - - - - Forfeited or expired - $ - - - Exercised - - - - Outstanding at December 31, 2022 10,928 $ 232.55 1.61 - The following is a summary of the Company’s non-vested stock options as of December 31, 2023 and 2022 respectively: SCHEDULE OF NON - VESTED STOCK OPTIONS Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2022 271 $ 236.83 2.27 Granted - - - Vested (248 ) 239.68 0.81 Forfeited or expired - - - Non-vested at December 31, 2023 23 $ 205.70 1.59 Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2021 3,587 $ 227.78 0.90 Granted - - - Vested (3,315 ) 14.89 1.71 Forfeited or expired - - - Non-vested at December 31, 2022 271 $ 236.83 2.27 For the years ended December 31, 2023 and 2022, the Board did not approve any options to be issued pursuant to the Plan. During the years ended December 31, 2023 and 2022, no employee terminations occurred resulting in option forfeitures of $ 0 As of December 31, 2023, the Company determined that the options granted and outstanding had a total fair value of $ 2,421,960 15,624 1,542 The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on December 31, 2023. The market value as of December 31, 2023 was $ 0.54 As of December 31, 2022, the Company determined that the options granted and outstanding had a total fair value of $ 2,421,960 178,579 of compensation expense relating to the stock options granted to employees, directors, and consultants. As of December 31, 2022, unrecognized compensation expense totaled $ 17,166 which will be recognized on a straight-line basis over the vesting period or requisite service period through February 2024. The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on December 31, 2022. The market value as of December 31, 2022 was $ 8.55 The Company estimated the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-pricing models require the Company to make predictive assumptions regarding future stock price volatility, recipient exercise behavior, and dividend yield. The Company estimated the future stock price volatility using the historical volatility over the expected term of the option. The expected term of the options was computed by taking the mid-point between the vesting date and expiration date. The following assumptions were used in the Black-Scholes option-pricing model, not accounting for the reverse splits: SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Year Ended December 31, 2023 Year Ended December 31, 2022 Exercise price $ 0.16 0.26 $ 0.16 0.26 Expected term 3.25 3.75 3.25 3.75 Risk-free interest rate 0.38 2.43 % 0.38 2.43 % Estimated volatility 293.07 517.13 % 293.07 517.13 % Expected dividend - - Stock Awards The Plans provide for various forms of stock awards. During the years ended December 31, 2023, and 2022, certain directors, executives and employees were granted equity awards which vested immediately. Respectively, 758,026 12,460 477,556 766,250 Pursuant to an agreement in April 2022, further amended in October 2022 between the Company and an executive, the executive was granted 7,418 180,546 3,908 667 83,464 32,131 Pursuant to a grant award agreement effective December 28, 2022 between the Company and an executive, the executive was granted an annual award of 2,667 22,404 241 2,695 0 Pursuant to an equity-based commission compensation program at one of the Company’s subsidiaries which provides down-line agents the ability to earn and receive restricted stock awards upon completion of agreed upon service requirements, the Company grants annual 22,221 0 276,400 249,650 Total equity-based compensation for the years ended December 31, 2023 and 2022 was approximately $ 875,000 1,250,000 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 12. EARNINGS (LOSS) PER SHARE Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding. The following calculates basic and diluted EPS: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS 2023 2022 For the Years Ended December 31, 2023 2022 (Loss) income from continuing operations $ (10,025,268 ) $ 21,561,932 Deemed dividend (2,539,757 ) (6,930,335 ) (Loss) income from continuing operations, numerator, basic (12,565,025 ) 14,631,597 (Loss) income from continuing operations, numerator, diluted $ (12,565,025 ) $ 14,631,597 Weighted average common shares, basic 2,820,275 1,094,781 Effect of weighted average vested stock awards - 208 Diluted weighted average shares outstanding 2,820,275 1,094,989 Basic (loss) income loss per common share from continuing operations: $ (4.46 ) $ 13.36 Diluted (loss) income per common share from continuing operations: $ (4.46 ) $ 13.36 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 2023 2022 For the years ended December 31, 2023 2022 Shares subject to outstanding common stock options 10,928 10,928 Shares subject to outstanding Series A warrants 113,000 113,000 Shares subject to outstanding Series B Warrants and PAW 882,970 1,347,970 Shares subject to outstanding Series G warrants and PA Warrants 4,263,160 - Shares subject to unvested stock awards 3,709 6,576 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | NOTE 13. LEASES Operating Leases ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease, initially measured at the present value of the lease payments. The Company’s leases consist of operating leases on buildings and office space. In accordance with ASU 2016-02, right-of-use assets are amortized over the life of the underlying leases. Lease expense for the years ended December 31, 2023 and 2022 was $ 534,404 598,422 3.92 6.08 3.82 5.67 Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Year ending December 31, Operating Lease Obligations 2024 $ 320,420 2025 153,831 2026 113,738 2027 117,150 2028 120,665 Thereafter 30,387 Total undiscounted operating lease payments 856,191 Less: Imputed interest (86,685 ) Present value of operating lease liabilities $ 769,506 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14. COMMITMENTS AND CONTINGENCIES Legal Contingencies The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, $ 0 Earn-out liabilities The Company has recognized several earn-out liabilities resulting from contingent consideration provisions included in business combination agreements. Earn-out consideration is normally earned by acquirees when they meet or exceed pre-agreed upon earnings targets. The following outlines changes to the Company’s earn-out liability balances for the respective years ended December 31, 2023 and 2022: SCHEDULE OF EARN-OUT LIABILITY Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2022 $ 667,000 $ 500,001 $ 834,943 $ 147,534 $ 560,000 $ 2,709,478 Payments (1,433,700 ) (750,001 ) (929,168 ) (147,534 ) - (3,260,403 ) Estimate & fair value adjustments 1,612,914 569,734 94,225 - (560,000 ) 1,716,873 Payable in Common Stock - (159,867 ) - - - (159,867 ) Reclass to loans payable, related parties* (846,214 ) - - - - (846,214 ) Ending balance December 31, 2023 $ - $ 159,867 $ - $ - $ - $ 159,867 Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2021 $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Business combinations - - - - 600,000 600,000 Payments (34,430 ) (326,935 ) (84,473 ) (1,259,086 ) (1,704,924 ) Estimate & fair value adjustments 186,122 210,967 (73,452 ) (283,113 ) (40,000 ) 524 Ending balance December 31, 2022 $ 667,000 $ 500,001 $ 834,943 $ 147,534 $ 560,000 $ 2,709,478 * As further described in the Note 16, Related Parties |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15. INCOME TAXES The difference between the actual income tax rate versus the tax computed at the Federal Statutory rate follows: SCHEDULE OF ACTUAL INCOME TAX RATE December 31, 2023 December 31, 2022 Federal rate 21.0 % 21.0 % State net of federal 8.9 % -7.9 % Non-taxable change in fair value of warrant commitment 9.3 % -106.3 % Goodwill impairment 11.8 % 46.7 % Rate Change -0.2 % -4.1 % Other 0.0 % 2.2 % Valuation allowance -50.9 % 48.5 % Effective income tax rate 0.0 % 0.0 % The Company did not have any material uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued related to unrecognized benefits as a component income tax expense (benefit). The Company did not recognize any interest or penalties, nor did it have any interest or penalties accrued as of December 31, 2023 and 2022. Deferred income tax assets and (liabilities) consist of the following: SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Deferred tax assets (liabilities) Net operating loss carryforward $ 10,399,616 $ 4,938,164 Equity-based compensation 1,462,901 1,148,836 Goodwill (332,159 ) (771,631 ) Intangibles 694,358 745,227 Fixed assets (151,775 ) (99,002 ) Right of use assets (186,905 ) (300,616 ) Lease liabilities 194,403 313,342 Other 4,027 1,525 Total deferred tax assets 12,084,466 5,975,846 Valuation allowance (12,084,466 ) (5,975,846 ) Net deferred tax assets $ - $ - The Company has approximately $ 41.3 Federal Net Operating Loss Carry forwards, of which $1.3 million will begin to expire beginning 2031 $40.0 million will not expire but are limited to use of 80% of current year taxable income The Company has approximately $ 34.8 Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but we have not analyzed it at this time as the deferred tax asset is fully reserved. During the year ended December 31, 2023 and 2022, the valuation allowance increased $ 6,108,620 3,140,780 The tax periods ending December 31, 2020, 2021, and 2022 are open for examination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16. RELATED PARTY TRANSACTIONS The Company entered into a Loan Agreement with Reliance Global Holdings, LLC (“Reliance Holdings”), a related party under common control. There is no term to the loan, and it bears no interest. Repayment will be made as the Company has business cash flows. The proceeds from the various loans were utilized to fund the acquisitions of USBA, EBS, CCS, SWMT Acquisition, Fortman, Altruis, and UIS. As of December 31, 2023, and the 2022 the Reliance Holdings related party loan payable balance was $ 0 100,724 0 24 The Company incurred a liability of $ 200,000 27,673 7.5 4,167 29,167 47,249 0 21,541 6,918 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 0 1,500,000 5,334 5.52 0.00 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 1.5 233,504 1,375,000 247,055 0 145,344 The Company, Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (collectively, the “Parties”) entered into a purchase agreement on or around May 1, 2019 (the “Purchase Agreement”), whereby the Company purchased the business and certain assets noted within the Purchase Agreement, as well as that certain second amendment to the Purchase Agreement on or around May 18, 2023 (the “Second Amendment”). On January 11, 2024, the Parties entered into that certain third amendment to the Purchase Agreement (the “Third Amendment”), pursuant to which the Parties agreed to a total remaining earn-out balance of $ 423,107 846,214 11,000.00 10 650,473 195,741 no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS On February 15, 2024, the Company entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with EF Hutton LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent, shares of its Common Stock (the “Shares”), having an aggregate offering price of up to $ 858,637 . Any Shares offered and sold in the offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-275190), which was declared effective by the Securities and Exchange Commission on November 7, 2023, and the related prospectus supplement and accompanying base prospectus relating to the offering of the Shares. Under the Agreement, the Agent may sell Shares by any method permitted by law and deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The offering of Shares pursuant to the Agreement will terminate upon the earlier of (i) the sale of all of the Shares subject to the Agreement, or (ii) the termination of the Agreement by the Agent or the Company, as permitted therein. The Company shall pay to the Agent in cash, upon each sale of Shares pursuant to the ATM Agreement, an amount equal to 3.5% of the gross proceeds from each sale of Shares. The Company will also reimburse the Agent for certain specified expenses in connection with entering into the Agreement. The Company has since sold 187,614 4,634 124,649 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounting of Reliance Global Group, Inc., and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Liquidity | Liquidity As of December 31, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $ 2,739,000 4,379,000 3,190,000 1,189,000 7,147,000 13,879,000 7,594,000 5,504,000 1,650,000 10,025,000 1,985,000 12,010,000 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 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 consists of checking accounts. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions. At times, some cash balances held in banks may exceed the Federal Deposit Insurance Corporation, or FDIC, standard deposit insurance limit of $ 250,000 The reconciliation of cash and restricted cash reported within the applicable balance sheet accounts that sum to the total of cash and restricted cash presented in the statement of cash flows is as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW December 31, 2023 December 31, 2022 Cash $ 1,329,016 $ 505,410 Restricted cash 1,409,895 1,404,359 Total cash and restricted cash $ 2,738,911 $ 1,909,769 |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, less accumulated depreciation. Depreciation is recognized over an asset’s estimated useful life using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Certain capitalized software has been reclassified in the consolidated balance sheet from property and equipment, net to intangibles, net and comparative periods have been adjusted accordingly. Maintenance and repairs are charged to expense as incurred. Estimated useful lives of the Company’s Property and Equipment are as follows: SCHEDULE OF ESTIMATED USEFUL LIVE PROPERTY AND EQUIPMENT Useful Life (in years) Computer equipment 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. As of December 31, 2023, and 2022 respectively, the Company’s balance sheet includes certain financial instruments, including cash, notes receivables, accounts payable, and short and long-term debt. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying amounts of long-term debt approximate their fair value as the variable interest rates are based on a market index. Warrant Liabilities: Warrant Liabilities SCHEDULE OF WARRANT LIABILITY December 31, 2023 December 31, 2022 Stock price $ 0.54 $ 8.55 Volatility 110.0 % 105.0 % Time to Expiry 4.99 4.01 Dividend yield 0 % 0 % Risk free rate 3.8 % 4.1 % Warrant Liabilities 3.8 % 4.1 % The following reconciles the warrant liabilities for the years ended December 31, 2023 and 2022: SCHEDULE OF RECONCILES WARRANT COMMITMENT Years ended December 31, 2023 and 2022 Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Beginning balance, December 31, 2021 37,652,808 - - 37,652,808 Initial recognition - 55,061,119 1,525,924 56,587,043 Unrealized (gain) loss 17,408,311 (48,668,869 ) (1,477,024 ) (32,737,582 ) 1 Warrants exercised or transferred (55,061,119 ) (8,000 ) - (55,069,119 ) Ending balance, December 31, 2022 $ - $ 6,384,250 $ 48,900 $ 6,433,150 Beginning balance, December 31, 2022 $ - $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss (5,534,931 ) (48,575 ) (5,583,506 ) 2 Warrants exercised or exchanged - (580,651 ) - (580,651 ) Ending balance, December 31, 2023 - $ 268,668 $ 325 $ 268,993 1 Recognition and change in fair value of warrant liabilities per income statement is $ 29,064,958 3,672,624 2 Recognition and change in fair value of warrant liabilities per income statement is $ 5,503,647 79,859 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS December 31, 2023 December 31, 2022 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement The Company values its Level 3 earn-out liability related to the Southwestern Montana Insurance Center acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENTS December 31, 2023 Volatility 110 % Credit Spread 7.73 % Number of trading days 252 Risk free rate 5.34 % Remaining term (years) 0.2 Stock Price $ 0.54 Dividend Yield 0 % Number of Iterations 100,000 Undiscounted remaining earn out cash payments were approximately $ 165,000 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE December 31, December 31, Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and Settlements (3,260,403 ) (1,104,924 ) Period adjustments: Fair value and estimate changes * 1,716,873 524 Earn-out payable in common shares (159,867 ) - Earn-out transferred to loans payable, related parties (846,214 ) - Ending balance $ 159,867 $ 2,709,478 Less: Current portion (159,867 ) (2,153,478 ) Ending balance, less current portion $ - $ 556,000 * Recorded as change in estimated acquisition earn-out payables on the consolidated statements of operations. |
Deferred Financing Costs | Deferred Financing Costs The Company has recorded deferred financing costs because of fees incurred by the Company in conjunction with its debt financing activities. These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term of the related debt. As of December 31, 2023, and 2022, unamortized deferred financing costs were $ 273,864 313,829 |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, assets acquired, liabilities assumed, and consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination provides for contingent consideration such as earn-outs, the Company records the contingent consideration at fair value at the acquisition date. The Company remeasures fair value as of each reporting date and changes resulting from events after the acquisition date, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings. |
Identifiable Intangible Assets, net | Identifiable Intangible Assets, net Finite-lived intangible assets such as customer relationships assets, trademarks and tradenames are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from 3 20 |
Goodwill and other indefinite-lived intangibles | Goodwill and other indefinite-lived intangibles The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is assigned on the acquisition date and tested for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. Similarly, indefinite-lived intangible assets (if any) other than goodwill are tested annually or more frequently if indicated, for impairment. If impaired, intangible assets are written down to fair value based on the expected discounted cash flows. |
Financial Instruments | Financial Instruments The Company evaluates issued financial instruments for classification as either equity or liability based on an assessment of the financial instrument’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”) as well as in accordance with ASU 2020-06. The assessment considers whether the financial instruments issued are freestanding pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and, if applicable whether the financial instruments meet all of the requirements for equity classification under ASC 815, including whether the financial instruments are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance and as of each subsequent reporting period end date while the financial instruments are outstanding. Financial instruments that are determined to be liabilities under ASC 480 or ASC 815 are held at their initial fair value and remeasured to fair value at each subsequent reporting date, with changes in fair value recorded as a non-operating, non-cash loss or gain, as applicable. The Company’s financial instruments consist of derivatives related to the warrants issued with the securities purchase agreement as discussed in Note 9, Warrant Liabilities The adoption of Topic 326 did not significantly change our approach to the valuation of trade receivables. The Company determines whether there is an expected loss on our accounts receivable by reviewing all available data, including our customers' latest available financial statements, their credit standing, our historical collection experience, and current and future market and economic conditions. As of December 31, 2023, and December 31, 2022, it was not deemed necessary to recognize any allowance for credit losses on our trade receivables. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers The Company’s revenue is primarily comprised of agency commissions earned from insurance carriers (the “Customer” or “Carrier”) related to insurance plans produced through brokering, producing, and servicing agreements between insurance carriers and members. The Company defines a “Member” as an individual, family or entity currently covered or seeking insurance coverage. The Company focuses primarily on agency services for insurance products in the “Healthcare” and property and casualty, which includes auto (collectively “P&C”) space, with nominal activity in the life insurance and bond sectors. Healthcare includes plans for individuals and families, Medicare supplements, ancillary and small businesses. The Company also earns revenue in the “Insurance Marketing” space as discussed further below. Consideration for all agency services typically is based on commissions calculated by applying contractual commission rates to policy premiums. For P&C, commission rates are applied to premiums due, whereas for healthcare, commission rates, including override commissions, are applied to monthly premiums received by the Carrier. The Company has two forms of billing practices, “Direct Bill” and “Agency Bill”. With Direct Bill, Carriers bill and collect policy premium payments directly from Members without any involvement from the Company. Commissions are paid to the Company by the Carrier in the following month. With Agency Bill, the Company bills Members premiums due and remits them to Carriers net of commission earned. The following outlines the core principles of ASC 606: Identification of the contract, or contracts, with a customer Identification of the performance obligations in the contract Determination of the transaction price Allocation of the transaction price to the performance obligations in the contract Recognition of revenue when, or as, the Company satisfies a performance obligation Healthcare revenue recognition: The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Carriers, to perform agency services that culminate in monthly premium cash collections by the Carrier. The performance obligation is satisfied through a combination of agency services including, marketing carrier’s insurance plans, soliciting Member applications, binding, executing and servicing insurance policies on a continuous basis throughout a policy’s life cycle which includes and culminates with the Customer’s collection of monthly premiums. No commission is earned if cash is not received by Carrier. Thus, commission revenue is earned only after a month’s cash receipts from Members’ dues is received by the Customer. Each month’s Carrier cash collections is considered a separate unit sold and transferred to the Customer i.e., the satisfaction of that month’s performance obligation. Transaction price is typically stated in a contract and usually based on a commission rate applied to Member premiums paid and received by Carrier. The Company generally continues to receive commission payments from Carriers until a Member’s plan is cancelled or the Company terminates its agency agreement with the Carrier. Upon termination, the Company normally will no longer receive any commissions from Carriers even on business still in place. In some instances, trailing commissions could occur which would be recognized similar to other Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary. Healthcare typically utilizes the Direct Bill method. The Company recognizes revenue at a point in time when it satisfies its monthly performance obligation and control of the service transfers to the Customer. Transfer occurs when Member insurance premium cash payments are received by the Customer. The Customer’s receipt of cash is the culmination and complete satisfaction of the Company’s performance obligation, and the earnings process is complete. With Direct Bill, since the amount of monthly Customer cash receipts is unknown to the Company until the following month when notice is provided by Customer to Company, the Company accrues revenue at each period end. Any estimated revenue accrued and recognized at a period-end is trued up for financial reporting per actual revenue earned as provided by the Customer during the following month. P&C revenue recognition The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members. There typically is one performance obligation in contracts with Customers, to perform agency services to solicit, receive proposals and bind insurance policies culminating with policy placement. Commission revenue is earned at the time of policy placement. Transaction price is typically stated in a contract and usually based on commission rates applied to Member premiums due. With one performance obligation, allocation of transaction price is normally not necessary. P&C utilizes both the Agency Bill and Direct Bill methods, depending on the Carrier. The Company recognizes revenue at a point in time when it satisfies its performance obligation and control of the service transfers to the Customer. Transfer occurs when the policy placement process is complete. With both Direct Bill and Agency Bill, the Company accrues commission revenue in the period policies are placed. With Agency Bill, payment is typically received from Members in the month earned, however with Direct Bill, payment is typically received from Carriers in the month subsequent to the commissions being earned. Other revenue policies: When applicable, commission revenue is recognized net of any deductions for estimated commission adjustments due to lapses, policy cancellations, and revisions in coverage. The Company could earn additional revenue from contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue or profit targets established periodically by the Carriers (collectively, “Contingent Commissions”). Contingent Commissions are earned when the Company achieves targets established by Carriers. The Carriers notify the Company when it has achieved the target. The Company recognizes revenue for any Contingent Commissions at the time it is reasonably assured that a significant revenue reversal is not probable, which is generally when a Carrier notifies the Company that it is on track or has earned a Contingent Commission. The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Year ended December 31, 2023 Medical Life Property and Casualty Total EBS $ 883,327 $ 22,114 $ - $ 905,441 USBA 43,193 3184 - 46,377 CCS/UIS - - 289,486 289,486 Montana 1,863,455 12,488 - 1,875,943 Fortman 1,161,506 5,487 1,044,592 2,211,585 Altruis 5,454,654 - - 5,454,654 Kush 1,209,854 - - 1,209,854 Reli Exchange 209,615 127,486 1,401,385 1,738,486 Total $ 10,825,064 $ 170,759 $ 2,735,463 $ 13,731,826 Year ended December 31, 2022 Medical Life Property and Casualty Total EBS $ 781,570 $ 16,843 $ - $ 798,413 USBA 51,006 1462 - 52,468 CCS/UIS - - 254,325 254,325 Montana 1,860,475 7,661 - 1,868,136 Fortman 1,267,945 6705 842,961 2,117,611 Altruis 4,041,495 2954 - 4,044,449 Kush 1,535,416 1040 - 1,536,456 Reli Exchange 152,094 106,052 831,878 1,090,024 Total $ 9,690,001 $ 142,717 $ 1,929,164 $ 11,761,882 |
General and Administrative | General and Administrative General and administrative expenses primarily consist of personnel costs for the Company’s administrative functions, professional service fees, office rent, all employee travel expenses, and other general costs. |
Marketing and Advertising | Marketing and Advertising The Company’s direct channel expenses primarily consist of costs for e-mail marketing and newspaper advertisements. The Company’s online advertising channel expense primarily consist of social media ads. Advertising costs for both direct and online channels are expensed as incurred. |
Equity-Based Compensation | Equity-Based Compensation Equity-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, based on the terms of the awards. The fair value of the stock-based payments to nonemployees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. To the extent possible, the Company will estimate and recognize expected forfeitures. |
Leases | Leases The Company recognizes leases in accordance with Accounting Standards Codification Topic 842, “Leases” (“ASC 842” or “ASU 2016-12”). This standard provides enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases are recognized as a single lease expense, generally on a straight-line basis. The Company is the lessee in a contract when the Company obtains the right to use an asset. We currently lease real estate and office space under non-cancelable operating lease agreements. When applicable, consideration in a contract is allocated between lease and non-lease components. Lease payments are discounted using the implicit discount rate in the lease. If the implicit discount rate for the lease cannot be readily determined, the Company uses an estimate of its incremental borrowing rate. The Company did not have any contracts accounted for as finance leases as of December 31, 2023, or 2022. Operating leases are included in the line items right-of-use assets, current portion of leases payable, and leases payable, less current portion in the consolidated balance sheets. Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations. The Company determines a lease’s term by agreement with lessor and includes lease extension options and variable lease payments when option and/or variable payments are reasonably certain of being exercised or paid. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. In evaluating its ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including the expected reversals of taxable temporary differences, projected future taxable income, taxable income available via carryback to prior years, tax planning strategies, and results of recent operations. The Company assesses the realizability of its deferred tax assets, including scheduling the reversal of its deferred tax assets and liabilities, to determine the amount of valuation allowance needed. Scheduling the reversal of deferred tax asset and liability balances requires judgment and estimation. The Company believes the deferred tax liabilities relied upon as future taxable income in its assessment will reverse in the same period and jurisdiction and are of the same character as the temporary differences giving rise to the deferred tax assets that will be realized. |
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, net of costs, of $ 2,761,190 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 December 31, 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 December 31, 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. Year Ended December 31, 2023 Year Ended December 31, 2022 Income Commission income $ 744,030 $ 4,994,002 Expenses Commission expense 110,639 604,042 Salaries and wages 454,663 1,973,579 General and administrative 129,363 508,342 Marketing and advertising 426,818 2,414,583 Depreciation and amortization 7,283 238,307 Other expenses (income) (3,902 ) (22,454 ) Total discontinued operations expenses before impairments and write-offs 1,124,864 5,716,399 Total discontinued operations income / (loss) before impairments and write-offs $ (380,834 ) $ (722,397 ) Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities Settlement Recovery, net of costs $ 2,761,190 - 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 14,373,374 Total asset impairments 5,345,308 14,373,374 Liability write-off gains Accounts payable and other accrued liabilities 4,154 - Other payables 9,842 - Chargeback reserve 831,725 - Current portion of leases payable 134,517 - Total liability write-off gains 980,238 - Discontinued operations net asset and liability impairments / write-offs gains and (losses) 4,365,070 14,373,374 Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities (1,603,880 ) (14,373,374 ) Loss from discontinued operations before tax (1,984,714 ) (15,095,770 ) Consolidated statement of operations - Loss from discontinued operations before tax $ (1,984,714 ) $ (15,095,770 ) |
Seasonality | Seasonality A greater number of the Company’s Medicare-related health insurance plans are sold in the fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage. The majority of the Company’s individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2024, the FASB issued ASU No. 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), to clarify the scope application of profits interest and similar awards by adding illustrative guidance in ASC 718, Compensation - Stock Compensation In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 improves the transparency of income tax disclosures by requiring, on an annual basis, consistent categories, and greater disaggregation of information in the rate reconciliation as well as income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments in this update should be applied prospectively, however, retrospective application is permitted. The Company is currently evaluating the impact that this guidance will have on its disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 expands reportable segment disclosures by requiring disclosure, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss as well as an amount and description of other segment items. ASU 2023-07 also requires interim disclosures of a reportable segment’s profit or loss and assets, disclosure of the title and position of the CODM, and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing performance and allocating resources. ASU 2023-07 is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments in this update are required to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW | The reconciliation of cash and restricted cash reported within the applicable balance sheet accounts that sum to the total of cash and restricted cash presented in the statement of cash flows is as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW December 31, 2023 December 31, 2022 Cash $ 1,329,016 $ 505,410 Restricted cash 1,409,895 1,404,359 Total cash and restricted cash $ 2,738,911 $ 1,909,769 |
SCHEDULE OF ESTIMATED USEFUL LIVE PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIVE PROPERTY AND EQUIPMENT Useful Life (in years) Computer equipment 5 Office equipment and furniture 7 Leasehold improvements Shorter of the useful life or the lease term |
SCHEDULE OF WARRANT LIABILITY | SCHEDULE OF WARRANT LIABILITY December 31, 2023 December 31, 2022 Stock price $ 0.54 $ 8.55 Volatility 110.0 % 105.0 % Time to Expiry 4.99 4.01 Dividend yield 0 % 0 % Risk free rate 3.8 % 4.1 % Warrant Liabilities 3.8 % 4.1 % |
SCHEDULE OF RECONCILES WARRANT COMMITMENT | The following reconciles the warrant liabilities for the years ended December 31, 2023 and 2022: SCHEDULE OF RECONCILES WARRANT COMMITMENT Years ended December 31, 2023 and 2022 Series B Warrant Commitment Series B warrant liabilities Placement agent warrants Total Beginning balance, December 31, 2021 37,652,808 - - 37,652,808 Initial recognition - 55,061,119 1,525,924 56,587,043 Unrealized (gain) loss 17,408,311 (48,668,869 ) (1,477,024 ) (32,737,582 ) 1 Warrants exercised or transferred (55,061,119 ) (8,000 ) - (55,069,119 ) Ending balance, December 31, 2022 $ - $ 6,384,250 $ 48,900 $ 6,433,150 Beginning balance, December 31, 2022 $ - $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss (5,534,931 ) (48,575 ) (5,583,506 ) 2 Warrants exercised or exchanged - (580,651 ) - (580,651 ) Ending balance, December 31, 2023 - $ 268,668 $ 325 $ 268,993 1 Recognition and change in fair value of warrant liabilities per income statement is $ 29,064,958 3,672,624 2 Recognition and change in fair value of warrant liabilities per income statement is $ 5,503,647 79,859 |
SCHEDULE OF FAIR VALUE MEASUREMENTS | SCHEDULE OF FAIR VALUE MEASUREMENTS December 31, 2023 December 31, 2022 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement |
SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENTS | SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENTS December 31, 2023 Volatility 110 % Credit Spread 7.73 % Number of trading days 252 Risk free rate 5.34 % Remaining term (years) 0.2 Stock Price $ 0.54 Dividend Yield 0 % Number of Iterations 100,000 |
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE | SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE December 31, December 31, Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and Settlements (3,260,403 ) (1,104,924 ) Period adjustments: Fair value and estimate changes * 1,716,873 524 Earn-out payable in common shares (159,867 ) - Earn-out transferred to loans payable, related parties (846,214 ) - Ending balance $ 159,867 $ 2,709,478 Less: Current portion (159,867 ) (2,153,478 ) Ending balance, less current portion $ - $ 556,000 * Recorded as change in estimated acquisition earn-out payables on the 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 Year ended December 31, 2023 Medical Life Property and Casualty Total EBS $ 883,327 $ 22,114 $ - $ 905,441 USBA 43,193 3184 - 46,377 CCS/UIS - - 289,486 289,486 Montana 1,863,455 12,488 - 1,875,943 Fortman 1,161,506 5,487 1,044,592 2,211,585 Altruis 5,454,654 - - 5,454,654 Kush 1,209,854 - - 1,209,854 Reli Exchange 209,615 127,486 1,401,385 1,738,486 Total $ 10,825,064 $ 170,759 $ 2,735,463 $ 13,731,826 Year ended December 31, 2022 Medical Life Property and Casualty Total EBS $ 781,570 $ 16,843 $ - $ 798,413 USBA 51,006 1462 - 52,468 CCS/UIS - - 254,325 254,325 Montana 1,860,475 7,661 - 1,868,136 Fortman 1,267,945 6705 842,961 2,117,611 Altruis 4,041,495 2954 - 4,044,449 Kush 1,535,416 1040 - 1,536,456 Reli Exchange 152,094 106,052 831,878 1,090,024 Total $ 9,690,001 $ 142,717 $ 1,929,164 $ 11,761,882 |
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 December 31, 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 December 31, 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. Year Ended December 31, 2023 Year Ended December 31, 2022 Income Commission income $ 744,030 $ 4,994,002 Expenses Commission expense 110,639 604,042 Salaries and wages 454,663 1,973,579 General and administrative 129,363 508,342 Marketing and advertising 426,818 2,414,583 Depreciation and amortization 7,283 238,307 Other expenses (income) (3,902 ) (22,454 ) Total discontinued operations expenses before impairments and write-offs 1,124,864 5,716,399 Total discontinued operations income / (loss) before impairments and write-offs $ (380,834 ) $ (722,397 ) Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities Settlement Recovery, net of costs $ 2,761,190 - 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 14,373,374 Total asset impairments 5,345,308 14,373,374 Liability write-off gains Accounts payable and other accrued liabilities 4,154 - Other payables 9,842 - Chargeback reserve 831,725 - Current portion of leases payable 134,517 - Total liability write-off gains 980,238 - Discontinued operations net asset and liability impairments / write-offs gains and (losses) 4,365,070 14,373,374 Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities (1,603,880 ) (14,373,374 ) Loss from discontinued operations before tax (1,984,714 ) (15,095,770 ) Consolidated statement of operations - Loss from discontinued operations before tax $ (1,984,714 ) $ (15,095,770 ) |
STRATEGIC INVESTMENTS AND BUS_2
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS (Tables) - Barra And Associates LLC [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
SCHEDULE OF ALLOCATION OF PURCHASE PRICE | The preliminary allocation of the purchase price in connection with the acquisition of Barra was calculated as follows: SCHEDULE OF ALLOCATION OF PURCHASE PRICE Description Fair Value Weighted Average Useful Life (Years) Acquired accounts receivable $ 92,585 Property, plant, and equipment 8,593 7 Right-of-use asset 122,984 Trade names 22,000 4 Customer relationships 550,000 10 Developed technology 230,000 5 Agency relationships 2,585,000 10 Lease liability (122,984 ) Goodwill 4,236,822 Indefinite $ 7,725,000 |
SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION | SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION December 31, 2022 Revenue $ 12,309,504 Net Income (Loss) $ 6,700,594 Earnings (Loss) per common share, basic $ (0.21 ) Earnings (Loss) per common share, diluted $ (0.21 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Computer equipment $ 110,350 $ 92,278 Office equipment and furniture 47,652 40,693 Leasehold Improvements 120,378 122,830 Property and equipment 278,380 255,801 Less: Accumulated depreciation (138,381 ) (93,034 ) Property and equipment, net $ 139,999 $ 162,767 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 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 ending December 31, 2023 and 2022 exclusive of 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 Goodwill impairment recognized as of December 31, 2023 (7,594,000 ) December 31, 2023 $ 6,693,099 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 year ended December 31, 2023 (4,825,634 ) Goodwill impairment recognized as of December 31, 2023 (7,594,000 ) December 31, 2023 $ 6,693,099 |
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 December 31, 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 1.5 $ 1,807,189 $ (1,320,939 ) $ 486,250 Internally developed software 3.2 1,798,922 (650,029 ) 1,148,893 Customer relationships 8.0 11,922,290 (3,193,629 ) 8,728,661 Purchased software 0.3 667,206 (618,418 ) 48,788 Video Production Assets - 50,000 (50,000 ) - Non-competition agreements 0.9 3,504,810 (2,874,645 ) 630,165 Trade name and trademarks $ 19,750,417 $ (8,707,660 ) $ 11,042,757 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 0.0 50,000 (50,000 ) - Non-competition agreements 1.9 3,504,810 (2,179,420 ) 1,325,390 $ 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 December 31, 2023, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2024 $ 2,195,191 2025 1,801,235 2026 1,532,267 2027 1,196,989 2028 1,097,825 Thereafter 3,218,683 Total $ 11,042,757 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Significant components of accounts payable and accrued liabilities were as follows: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES December 31, 2023 December 31, 2022 Accounts payable, $ 635,339 $ 747,469 Accrued expenses 40,540 109,502 Accrued credit card payables 54,416 58,120 Other accrued liabilities 105,188 36,291 Accounts payable and other accrued liabilities $ 835,483 $ 951,382 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG TERM DEBT | The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT December 31, 2023 December 31, 2022 Oak Street Funding LLC Term Loan $ 369,602 $ 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 10,069 12,388 $ 369,602 $ 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 12,525 15,076 604,830 693,682 Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0 April 2029 7,733 9,206 695,758 788,596 Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0 May 2029 31,026 36,843 1,758,558 1,987,846 Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0 September 2029 35,649 42,129 2,899,409 3,249,575 Oak Street Funding LLC Term Loan, variable interest of Prime Rate plus 2.5 May 2032 176,762 198,188 6,089,580 6,321,812 Long term debt gross 12,417,737 13,468,394 Less: current portion (1,390,766 ) (1,118,721 ) Long-term debt $ 11,026,971 $ 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 2024 $ 1,390,766 2025 1,552,772 2026 1,729,160 2027 1,925,603 2028 2,107,128 Thereafter 3,986,172 Total 12,691,601 Less debt issuance costs (273,864 ) Total $ 12,417,737 |
SIGNIFICANT CUSTOMERS (Tables)
SIGNIFICANT CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATIONS OF REVENUES | SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier December 31, 2023 December 31, 2022 Priority Health 35 % 32 % BlueCross BlueShield 15 % 14 % |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF THE STOCK OPTIONS GRANTED, FORFEITED OR EXPIRED | The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plans for the years ended December 31, 2023 and 2022 respectively: SCHEDULE OF THE STOCK OPTIONS GRANTED, FORFEITED OR EXPIRED Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 10,928 $ 232.55 1.61 $ - Granted - - - - Forfeited or expired - - - - Exercised - - - - Outstanding at December 31, 2023 10,928 $ 232.55 0.61 - Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2021 10,928 $ 232.55 2.61 $ - Granted - - - - Forfeited or expired - $ - - - Exercised - - - - Outstanding at December 31, 2022 10,928 $ 232.55 1.61 - |
SCHEDULE OF NON - VESTED STOCK OPTIONS | The following is a summary of the Company’s non-vested stock options as of December 31, 2023 and 2022 respectively: SCHEDULE OF NON - VESTED STOCK OPTIONS Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2022 271 $ 236.83 2.27 Granted - - - Vested (248 ) 239.68 0.81 Forfeited or expired - - - Non-vested at December 31, 2023 23 $ 205.70 1.59 Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Non-vested at December 31, 2021 3,587 $ 227.78 0.90 Granted - - - Vested (3,315 ) 14.89 1.71 Forfeited or expired - - - Non-vested at December 31, 2022 271 $ 236.83 2.27 |
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL | SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Year Ended December 31, 2023 Year Ended December 31, 2022 Exercise price $ 0.16 0.26 $ 0.16 0.26 Expected term 3.25 3.75 3.25 3.75 Risk-free interest rate 0.38 2.43 % 0.38 2.43 % Estimated volatility 293.07 517.13 % 293.07 517.13 % Expected dividend - - |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 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 2023 2022 For the Years Ended December 31, 2023 2022 (Loss) income from continuing operations $ (10,025,268 ) $ 21,561,932 Deemed dividend (2,539,757 ) (6,930,335 ) (Loss) income from continuing operations, numerator, basic (12,565,025 ) 14,631,597 (Loss) income from continuing operations, numerator, diluted $ (12,565,025 ) $ 14,631,597 Weighted average common shares, basic 2,820,275 1,094,781 Effect of weighted average vested stock awards - 208 Diluted weighted average shares outstanding 2,820,275 1,094,989 Basic (loss) income loss per common share from continuing operations: $ (4.46 ) $ 13.36 Diluted (loss) income per common share from continuing operations: $ (4.46 ) $ 13.36 |
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 2023 2022 For the years ended December 31, 2023 2022 Shares subject to outstanding common stock options 10,928 10,928 Shares subject to outstanding Series A warrants 113,000 113,000 Shares subject to outstanding Series B Warrants and PAW 882,970 1,347,970 Shares subject to outstanding Series G warrants and PA Warrants 4,263,160 - Shares subject to unvested stock awards 3,709 6,576 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT | Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Year ending December 31, Operating Lease Obligations 2024 $ 320,420 2025 153,831 2026 113,738 2027 117,150 2028 120,665 Thereafter 30,387 Total undiscounted operating lease payments 856,191 Less: Imputed interest (86,685 ) Present value of operating lease liabilities $ 769,506 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2023 and 2022: SCHEDULE OF EARN-OUT LIABILITY Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2022 $ 667,000 $ 500,001 $ 834,943 $ 147,534 $ 560,000 $ 2,709,478 Payments (1,433,700 ) (750,001 ) (929,168 ) (147,534 ) - (3,260,403 ) Estimate & fair value adjustments 1,612,914 569,734 94,225 - (560,000 ) 1,716,873 Payable in Common Stock - (159,867 ) - - - (159,867 ) Reclass to loans payable, related parties* (846,214 ) - - - - (846,214 ) Ending balance December 31, 2023 $ - $ 159,867 $ - $ - $ - $ 159,867 Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2021 $ 515,308 $ 615,969 $ 992,868 $ 1,689,733 $ - $ 3,813,878 Business combinations - - - - 600,000 600,000 Payments (34,430 ) (326,935 ) (84,473 ) (1,259,086 ) (1,704,924 ) Estimate & fair value adjustments 186,122 210,967 (73,452 ) (283,113 ) (40,000 ) 524 Ending balance December 31, 2022 $ 667,000 $ 500,001 $ 834,943 $ 147,534 $ 560,000 $ 2,709,478 * As further described in the Note 16, Related Parties |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF ACTUAL INCOME TAX RATE | The difference between the actual income tax rate versus the tax computed at the Federal Statutory rate follows: SCHEDULE OF ACTUAL INCOME TAX RATE December 31, 2023 December 31, 2022 Federal rate 21.0 % 21.0 % State net of federal 8.9 % -7.9 % Non-taxable change in fair value of warrant commitment 9.3 % -106.3 % Goodwill impairment 11.8 % 46.7 % Rate Change -0.2 % -4.1 % Other 0.0 % 2.2 % Valuation allowance -50.9 % 48.5 % Effective income tax rate 0.0 % 0.0 % |
SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES | Deferred income tax assets and (liabilities) consist of the following: SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Deferred tax assets (liabilities) Net operating loss carryforward $ 10,399,616 $ 4,938,164 Equity-based compensation 1,462,901 1,148,836 Goodwill (332,159 ) (771,631 ) Intangibles 694,358 745,227 Fixed assets (151,775 ) (99,002 ) Right of use assets (186,905 ) (300,616 ) Lease liabilities 194,403 313,342 Other 4,027 1,525 Total deferred tax assets 12,084,466 5,975,846 Valuation allowance (12,084,466 ) (5,975,846 ) Net deferred tax assets $ - $ - |
SCHEDULE OF RESTRICTED CASH IN
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash | $ 1,329,016 | $ 505,410 |
Restricted cash | 1,409,895 | 1,404,359 |
Total cash and restricted cash | $ 2,738,911 | $ 1,909,769 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVE PROPERTY AND EQUIPMENT (Details) | Dec. 31, 2023 |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Office Equipment and Furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Depreciation Method [Extensible Enumeration] | Useful Life, Shorter of Lease Term or Asset Utility [Member] |
SCHEDULE OF WARRANT LIABILITY (
SCHEDULE OF WARRANT LIABILITY (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant Liabilities | 0.54 | 8.55 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant Liabilities | 110 | 105 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Time to expiry | 4 years 11 months 26 days | 4 years 3 days |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant Liabilities | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant Liabilities | 3.8 | 4.1 |
SCHEDULE OF RECONCILES WARRANT
SCHEDULE OF RECONCILES WARRANT COMMITMENT (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Offsetting Assets [Line Items] | ||||
Beginning balance, December 31, 2022 | $ 6,433,150 | $ 37,652,808 | ||
Initial recognition | 56,587,043 | |||
Unrealized (gain) loss | (5,583,506) | [1] | (32,737,582) | [2] |
Warrants exercised or exchanged | (580,651) | (55,069,119) | ||
Ending balance, December 31, 2023 | 268,993 | 6,433,150 | ||
Series B Warrant Commitment [Member] | ||||
Offsetting Assets [Line Items] | ||||
Beginning balance, December 31, 2022 | 37,652,808 | |||
Initial recognition | ||||
Unrealized (gain) loss | 17,408,311 | |||
Warrants exercised or exchanged | (55,061,119) | |||
Ending balance, December 31, 2023 | ||||
Series B Warrant Liability [Member] | ||||
Offsetting Assets [Line Items] | ||||
Beginning balance, December 31, 2022 | 6,384,250 | |||
Initial recognition | 55,061,119 | |||
Unrealized (gain) loss | (5,534,931) | (48,668,869) | ||
Warrants exercised or exchanged | (580,651) | (8,000) | ||
Ending balance, December 31, 2023 | 268,668 | 6,384,250 | ||
Placement Agent Warrants [Member] | ||||
Offsetting Assets [Line Items] | ||||
Beginning balance, December 31, 2022 | 48,900 | |||
Initial recognition | 1,525,924 | |||
Unrealized (gain) loss | (48,575) | (1,477,024) | ||
Warrants exercised or exchanged | ||||
Ending balance, December 31, 2023 | $ 325 | $ 48,900 | ||
[1]Recognition and change in fair value of warrant liabilities per income statement is $ 5,503,647 79,859 29,064,958 3,672,624 |
SCHEDULE OF RECONCILES WARRAN_2
SCHEDULE OF RECONCILES WARRANT COMMITMENT (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Recognition and change in fair value of warrant liability | $ 5,503,647 | $ 29,064,958 |
Warrant issuance cost | $ 79,859 | $ 3,672,624 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||
Valuation technique | Discounted cash flow | Discounted cash flow |
Significant unobservable input | Projected revenue and probability of achievement | Projected revenue and probability of achievement |
SCHEDULE OF LEVEL 3 FAIR VALUE
SCHEDULE OF LEVEL 3 FAIR VALUE MEASUREMENTS (Details) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2023 shares | |
Platform Operator, Crypto-Asset [Line Items] | |
Number of iterations | 100,000 |
Measurement Input, Price Volatility [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Earn out liability | 110 |
Measurement Input, Credit Spread [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Earn out liability | 7.73 |
Number of Trading Days [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Earn out liability | 252 days |
Measurement Input, Risk Free Interest Rate [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Earn out liability | 5.34 |
Measurement Input, Expected Term [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Earn out liability | 2 months 12 days |
Measurement Input, Share Price [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Earn out liability | 0.54 |
Measurement Input, Expected Dividend Rate [Member] | |
Platform Operator, Crypto-Asset [Line Items] | |
Earn out liability | 0 |
SCHEDULE OF GAIN OR LOSSES RECO
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Accounting Policies [Abstract] | |||
Beginning balance – January 1 | $ 2,709,478 | $ 3,813,878 | |
Acquisitions and Settlements | (3,260,403) | (1,104,924) | |
Fair value and estimate changes | [1] | 1,716,873 | 524 |
Earn-out payable in common shares | (159,867) | ||
Earn-out transferred to loans payable, related parties | (846,214) | ||
Ending balance | 159,867 | 2,709,478 | |
Less: Current portion | (159,867) | (2,153,478) | |
Ending balance, less current portion | $ 556,000 | ||
[1]Recorded as change in estimated acquisition earn-out payables on the consolidated statements of operations. |
SCHEDULE OF DISAGGREGATION REVE
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Total | $ 13,731,826 | $ 11,761,882 |
Employee Benefits Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Total | 905,441 | 798,413 |
US Benefits Alliance LLC [Member] | ||
Product Information [Line Items] | ||
Total | 46,377 | 52,468 |
Commercial Coverage Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Total | 289,486 | 254,325 |
Southwestern Montana Financial Center Inc [Member] | ||
Product Information [Line Items] | ||
Total | 1,875,943 | 1,868,136 |
Fortman Insurance Services LLC [Member] | ||
Product Information [Line Items] | ||
Total | 2,211,585 | 2,117,611 |
Altruis Benefits Consulting Inc [Member] | ||
Product Information [Line Items] | ||
Total | 5,454,654 | 4,044,449 |
Kush [Member] | ||
Product Information [Line Items] | ||
Total | 1,209,854 | 1,536,456 |
Reli Exchange [Member] | ||
Product Information [Line Items] | ||
Total | 1,738,486 | 1,090,024 |
Medical [Member] | Regular [Member] | ||
Product Information [Line Items] | ||
Total | 10,825,064 | 9,690,001 |
Medical [Member] | Regular [Member] | Employee Benefits Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Total | 883,327 | 781,570 |
Medical [Member] | Regular [Member] | US Benefits Alliance LLC [Member] | ||
Product Information [Line Items] | ||
Total | 43,193 | 51,006 |
Medical [Member] | Regular [Member] | Commercial Coverage Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Total | ||
Medical [Member] | Regular [Member] | Southwestern Montana Financial Center Inc [Member] | ||
Product Information [Line Items] | ||
Total | 1,863,455 | 1,860,475 |
Medical [Member] | Regular [Member] | Fortman Insurance Services LLC [Member] | ||
Product Information [Line Items] | ||
Total | 1,161,506 | 1,267,945 |
Medical [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member] | ||
Product Information [Line Items] | ||
Total | 5,454,654 | 4,041,495 |
Medical [Member] | Regular [Member] | Kush [Member] | ||
Product Information [Line Items] | ||
Total | 1,209,854 | 1,535,416 |
Medical [Member] | Regular [Member] | Reli Exchange [Member] | ||
Product Information [Line Items] | ||
Total | 209,615 | 152,094 |
Life [Member] | Regular [Member] | ||
Product Information [Line Items] | ||
Total | 170,759 | 142,717 |
Life [Member] | Regular [Member] | Employee Benefits Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Total | 22,114 | 16,843 |
Life [Member] | Regular [Member] | US Benefits Alliance LLC [Member] | ||
Product Information [Line Items] | ||
Total | 3,184 | 1,462 |
Life [Member] | Regular [Member] | Commercial Coverage Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Total | ||
Life [Member] | Regular [Member] | Southwestern Montana Financial Center Inc [Member] | ||
Product Information [Line Items] | ||
Total | 12,488 | 7,661 |
Life [Member] | Regular [Member] | Fortman Insurance Services LLC [Member] | ||
Product Information [Line Items] | ||
Total | 5,487 | 6,705 |
Life [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member] | ||
Product Information [Line Items] | ||
Total | 2,954 | |
Life [Member] | Regular [Member] | Kush [Member] | ||
Product Information [Line Items] | ||
Total | 1,040 | |
Life [Member] | Regular [Member] | Reli Exchange [Member] | ||
Product Information [Line Items] | ||
Total | 127,486 | 106,052 |
Property and Casualty [Member] | Regular [Member] | ||
Product Information [Line Items] | ||
Total | 2,735,463 | 1,929,164 |
Property and Casualty [Member] | Regular [Member] | Employee Benefits Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Total | ||
Property and Casualty [Member] | Regular [Member] | US Benefits Alliance LLC [Member] | ||
Product Information [Line Items] | ||
Total | ||
Property and Casualty [Member] | Regular [Member] | Commercial Coverage Solutions LLC [Member] | ||
Product Information [Line Items] | ||
Total | 289,486 | 254,325 |
Property and Casualty [Member] | Regular [Member] | Southwestern Montana Financial Center Inc [Member] | ||
Product Information [Line Items] | ||
Total | ||
Property and Casualty [Member] | Regular [Member] | Fortman Insurance Services LLC [Member] | ||
Product Information [Line Items] | ||
Total | 1,044,592 | 842,961 |
Property and Casualty [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member] | ||
Product Information [Line Items] | ||
Total | ||
Property and Casualty [Member] | Regular [Member] | Kush [Member] | ||
Product Information [Line Items] | ||
Total | ||
Property and Casualty [Member] | Regular [Member] | Reli Exchange [Member] | ||
Product Information [Line Items] | ||
Total | $ 1,401,385 | $ 831,878 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Other receivables | $ 899 | $ 11,464 | ||
Prepaid expense and other current assets | 333,756 | 245,535 | ||
Current assets – Medigap | 85,998 | |||
Property and equipment, net | 139,999 | 162,767 | ||
Right-of-use assets | 739,830 | 1,018,952 | ||
Intangibles, net | 11,042,757 | 13,439,369 | ||
Goodwill | 6,693,099 | 14,287,099 | $ 10,050,277 | |
Other assets - Medigap | 5,330,879 | |||
Accounts payable and other accrued liabilities | 835,483 | 951,382 | ||
Current portion of leases payable | 285,171 | 339,937 | ||
Current liabilities - Medigap | 1,600,636 | |||
Commission income | 13,731,826 | 11,761,882 | ||
Commission expense | 3,732,939 | 3,140,725 | ||
Salaries and wages | 7,503,052 | 7,508,312 | ||
General and administrative | 4,089,989 | 4,959,151 | ||
Marketing and advertising | 364,974 | 170,311 | ||
Depreciation and amortization | 2,609,191 | 2,563,518 | ||
Other expenses (income) | 3,853,924 | 28,142,591 | ||
Goodwill | 7,594,000 | |||
Medigap Healthcare Insurance Company [Member] | ||||
Other receivables | ||||
Current assets – Medigap | ||||
Property and equipment, net | ||||
Right-of-use assets | ||||
Intangibles, net | ||||
Goodwill | ||||
Other assets - Medigap | ||||
Accounts payable and other accrued liabilities | ||||
Chargeback reserve | ||||
Current portion of leases payable | ||||
Current liabilities - 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 | 744,030 | 4,994,002 | ||
Commission expense | 110,639 | 604,042 | ||
Salaries and wages | 454,663 | 1,973,579 | ||
General and administrative | 129,363 | 508,342 | ||
Marketing and advertising | 426,818 | 2,414,583 | ||
Depreciation and amortization | 7,283 | 238,307 | ||
Other expenses (income) | (3,902) | (22,454) | ||
Total discontinued operations expenses before impairments and write-offs | 1,124,864 | 5,716,399 | ||
Total discontinued operations income / (loss) before impairments and write-offs | (380,834) | (722,397) | ||
Settlement Recovery, net of costs | 2,761,190 | |||
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 | 14,373,374 | ||
Total asset impairments | 5,345,308 | 14,373,374 | ||
Accounts payable and other accrued liabilities | 4,154 | |||
Other payables | 9,842 | |||
Chargeback reserve | 831,725 | |||
Current portion of leases payable | 134,517 | |||
Total liability write-off gains | 980,238 | |||
Discontinued operations net asset and liability impairments / write-offs gains and (losses) | 4,365,070 | 14,373,374 | ||
Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities | (1,603,880) | (14,373,374) | ||
Loss from discontinued operations before tax | (1,984,714) | (15,095,770) | ||
Consolidated statement of operations - Loss from discontinued operations before tax | (1,984,714) | (15,095,770) | ||
Asset and Liability Transfers Retained by the Company [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | ||||
Other receivables | ||||
Current assets – Medigap | ||||
Property and equipment, net | ||||
Right-of-use assets | ||||
Intangibles, net | [1] | (4,258,214) | ||
Goodwill | ||||
Other assets - Medigap | (4,258,214) | |||
Accounts payable and other accrued liabilities | ||||
Chargeback reserve | ||||
Current portion of leases payable | ||||
Current liabilities - Medigap | (29,500) | |||
Total assets - Medigap | (4,258,214) | |||
Short term financing agreements | (29,500) | |||
Other liabilities | ||||
Total liabilities - Medigap | (29,500) | |||
Net assets and liabilities - Medigap | (4,228,714) | |||
Asset Impairments and liability WriteOffs [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | ||||
Other receivables | (5,388) | |||
Current assets – Medigap | (65,381) | |||
Property and equipment, net | (22,378) | |||
Right-of-use assets | (119,594) | |||
Intangibles, net | (312,322) | |||
Goodwill | (4,825,634) | |||
Other assets - Medigap | (5,279,928) | |||
Accounts payable and other accrued liabilities | (4,157) | |||
Chargeback reserve | [2] | (831,725) | ||
Current portion of leases payable | [3] | (134,517) | ||
Current liabilities - Medigap | (980,241) | |||
Total assets - Medigap | (5,345,309) | |||
Short term financing agreements | ||||
Other liabilities | [3] | (9,842) | ||
Total liabilities - Medigap | (980,241) | |||
Net assets and liabilities - Medigap | (4,365,068) | |||
Nonrelated Party [Member] | ||||
Accounts receivable | 1,298,863 | 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) | |||
Related Party [Member] | ||||
Accounts receivable | 6,603 | 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) | |||
Medigap Healthcare Insurance Company [Member] | ||||
Other receivables | 5,388 | |||
Prepaid expense and other current assets | 3,792 | |||
Current Assets - Discontinued Operations | 85,998 | |||
Current assets – Medigap | 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 | |||
Other assets - Medigap | 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 | |||
Current liabilities - Medigap | 1,600,636 | |||
Medigap Healthcare Insurance Company [Member] | Carrying Value Prior to Abandonment [Member] | ||||
Other receivables | 5,388 | |||
Current assets – Medigap | 65,381 | |||
Property and equipment, net | 22,378 | |||
Right-of-use assets | 119,594 | |||
Intangibles, net | 4,570,536 | |||
Goodwill | 4,825,634 | |||
Other assets - Medigap | 9,538,142 | |||
Accounts payable and other accrued liabilities | 4,157 | |||
Chargeback reserve | 831,725 | |||
Current portion of leases payable | 134,517 | |||
Current liabilities - Medigap | 1,009,741 | |||
Total assets - Medigap | 9,603,523 | |||
Short term financing agreements | 29,500 | |||
Other liabilities | 9,842 | |||
Total liabilities - Medigap | 1,009,741 | |||
Net assets and liabilities - Medigap | 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 | |||
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 | |||
[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 SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Aggregate cash balance | $ 2,739,000 | ||||
Current assets | 4,379,032 | $ 3,265,379 | |||
Current liabilities | 3,189,851 | 7,841,533 | |||
Working capital | 1,189,000 | ||||
Stockholder's equity | 7,147,330 | 8,911,039 | $ (26,066,129) | ||
Operating income loss | 13,879,192 | 6,580,659 | |||
Goodwill impairment loss | 7,594,000 | ||||
Fair value of warrant liabilities | 5,503,647 | 29,064,958 | |||
Interest expense | 1,650,000 | ||||
Income loss from continuing operations | 10,025,268 | (21,561,932) | |||
Income loss from discontinued operations | 1,985,000 | ||||
Net loss | 12,010,000 | ||||
Raising net proceeds | $ 3,446,000 | ||||
FDIC insured amount | 250,000 | ||||
Earn out payments | 165,000 | ||||
Unamortized deferred financing costs | 273,864 | $ 313,829 | |||
Settlement payment | $ 2,761,190 | ||||
Medigap Healthcare Insurance Company, LLC [Member] | Discontinued Operations [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Net of amortization combined | 4,300,000 | ||||
Short term financing agreements | 29,500 | ||||
Net of estimated liability adjustments gain | 0 | ||||
Impairment loss on discontinued operations | $ 4,400,000 | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives of intangible assets | 3 years | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives of intangible assets | 20 years |
SCHEDULE OF ALLOCATION OF PURCH
SCHEDULE OF ALLOCATION OF PURCHASE PRICE (Details) - USD ($) | Apr. 26, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Finite lived intangible asset useful life | 8 years | 9 years | |
Barra And Associates LLC [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 7,725,000 | ||
Barra And Associates LLC [Member] | Acquired Accounts Receivable [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | 92,585 | ||
Barra And Associates LLC [Member] | Property, Plant and Equipment [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 8,593 | ||
Finite lived intangible asset useful life | 7 years | ||
Barra And Associates LLC [Member] | Right of use asset [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 122,984 | ||
Barra And Associates LLC [Member] | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 22,000 | ||
Finite lived intangible asset useful life | 4 years | ||
Barra And Associates LLC [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 550,000 | ||
Finite lived intangible asset useful life | 10 years | ||
Barra And Associates LLC [Member] | Development Technology [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 230,000 | ||
Finite lived intangible asset useful life | 5 years | ||
Barra And Associates LLC [Member] | Agency Relationship [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 2,585,000 | ||
Finite lived intangible asset useful life | 10 years | ||
Barra And Associates LLC [Member] | Lease liability [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ (122,984) | ||
Barra And Associates LLC [Member] | Goodwill [Member] | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 4,236,822 | ||
Finite lived intangible asset useful life | Indefinite |
SCHEDULE OF PRO FORMA INFORMATI
SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION (Details) - Medigap Healthcare Insurance Company [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Business Acquisition [Line Items] | |
Revenue | $ | $ 12,309,504 |
Net Income (Loss) | $ | $ 6,700,594 |
Earnings (Loss) per common share, basic | $ / shares | $ (0.21) |
Earnings (Loss) per common share, diluted | $ / shares | $ (0.21) |
STRATEGIC INVESTMENTS AND BUS_3
STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS (Details Narrative) | 8 Months Ended | |||
Apr. 26, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | |
Asset Acquisition [Line Items] | ||||
Goodwill | $ 14,287,099 | $ 6,693,099 | $ 10,050,277 | |
Barra And Associates LLC [Member] | ||||
Asset Acquisition [Line Items] | ||||
Goodwill | $ 4,236,822 | |||
Acquisition costs | $ 72,793 | |||
Revenue from acquired entity | 1,090,023 | |||
Shares issued upon termination of employee | $ 393,708 | |||
Measurement Input Royalty Rate [Member] | Trade Names [Member] | Barra And Associates LLC [Member] | ||||
Asset Acquisition [Line Items] | ||||
Business combination, measurement input | 0.005 | |||
Measurement Input, Discount Rate [Member] | Trade Names [Member] | Barra And Associates LLC [Member] | ||||
Asset Acquisition [Line Items] | ||||
Business combination, measurement input | 19.05 | |||
Measurement Input, Discount Rate [Member] | Customer Relationships [Member] | Barra And Associates LLC [Member] | ||||
Asset Acquisition [Line Items] | ||||
Business combination, measurement input | 19.05 | |||
Measurement Input Obsolescence Rate [Member] | Development Technology [Member] | Barra And Associates LLC [Member] | ||||
Asset Acquisition [Line Items] | ||||
Business combination, measurement input | 28.06 | |||
Barra And Associates LLC [Member] | Asset Purchase Agreement [Member] | ||||
Asset Acquisition [Line Items] | ||||
Asset Acquisition, Consideration Transferred | $ 7,725,000 | |||
Working capital | 6,520,000 | |||
Barra And Associates LLC [Member] | Asset Purchase Agreement [Member] | Paid At Closing [Member] | ||||
Asset Acquisition [Line Items] | ||||
Asset Acquisition, Consideration Transferred | 6,000,000 | |||
Barra And Associates LLC [Member] | Asset Purchase Agreement [Member] | Payable In Nine Months [Member] | ||||
Asset Acquisition [Line Items] | ||||
Asset Acquisition, Consideration Transferred | 1,125,000 | |||
Barra And Associates LLC [Member] | Asset Purchase Agreement [Member] | Payable Over Two Years [Member] | ||||
Asset Acquisition [Line Items] | ||||
Asset Acquisition, Consideration Transferred | $ 600,000 |
INVESTMENT IN NSURE, INC. (Deta
INVESTMENT IN NSURE, INC. (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Mar. 13, 2023 | Oct. 08, 2020 | Apr. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2021 | |
Investments | $ 900,000 | |||||
Cash proceeds | $ 900,000 | $ 450,000 | ||||
NSURE, Inc. [Member] | ||||||
Sale of stock, shares | 262,684 | 131,345 | ||||
Cash proceeds | $ 450,000 | |||||
Proceeds from sale of stock | $ 900,000 | |||||
Remaining balance shares | 0 | |||||
Securities Purchase Agreement [Member] | ||||||
Number of shares of common stock, shares | 155,038 | |||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | ||||||
Investments | $ 5,700,000 | |||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||
Investments | $ 1,350,000 | |||||
Number of shares of common stock, shares | 394,029 | |||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||
Number of shares of common stock, shares | 209,075 | |||||
Share price | $ 6.457 | |||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||
Number of shares of common stock, shares | 325,239 | |||||
Share price | $ 9.224 | |||||
Securities Purchase Agreement [Member] | NSURE, Inc. [Member] | Common Class A [Member] | ||||||
Number of shares of common stock, shares | 928,343 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 278,380 | $ 255,801 |
Less: Accumulated depreciation | (138,381) | (93,034) |
Property and equipment, net | 139,999 | 162,767 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 110,350 | 92,278 |
Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 47,652 | 40,693 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 120,378 | $ 122,830 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 45,632 | $ 37,638 |
SCHEDULE OF IMPAIRMENT OF GOODW
SCHEDULE OF IMPAIRMENT OF GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Goodwill Beginning | $ 14,287,099 | $ 10,050,277 |
Goodwill impairment loss | (7,594,000) | |
Goodwill end | 6,693,099 | 14,287,099 |
Goodwill Beginning | 19,112,733 | 10,050,277 |
Goodwill end | 6,693,099 | 19,112,733 |
Barra & Associates, LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill acquired during period | 4,236,822 | |
Goodwill impairment loss | (7,594,000) | |
Medigap Healthcare Insurance Company [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill Beginning | 19,100,000 | |
Goodwill acquired during period | 19,199,008 | |
Goodwill impairment loss | $ (4,825,634) | (14,373,374) |
Goodwill end | $ 19,100,000 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 19,750,417 | $ 19,583,603 |
Accumulated Amortization | (8,707,660) | (6,144,234) |
Net carrying amount | $ 11,042,757 | $ 13,439,369 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 1 year 6 months | 4 years 4 months 24 days |
Gross Carrying Amount | $ 1,807,189 | $ 1,806,188 |
Accumulated Amortization | (1,320,939) | (969,241) |
Net carrying amount | $ 486,250 | $ 836,947 |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 3 years 2 months 12 days | 4 years 1 month 6 days |
Gross Carrying Amount | $ 1,798,922 | $ 1,635,178 |
Accumulated Amortization | (650,029) | (287,990) |
Net carrying amount | $ 1,148,893 | $ 1,347,188 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 8 years | 9 years |
Gross Carrying Amount | $ 11,922,290 | $ 11,922,290 |
Accumulated Amortization | (3,193,629) | (2,076,086) |
Net carrying amount | $ 8,728,661 | $ 9,846,204 |
Purchased Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 3 months 18 days | 4 months 24 days |
Gross Carrying Amount | $ 667,206 | $ 665,137 |
Accumulated Amortization | (618,418) | (581,497) |
Net carrying amount | 48,788 | $ 83,640 |
Video Production Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 0 years | |
Gross Carrying Amount | 50,000 | $ 50,000 |
Accumulated Amortization | (50,000) | (50,000) |
Net carrying amount | ||
Non-competition Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization Period | 10 months 24 days | 1 year 10 months 24 days |
Gross Carrying Amount | $ 3,504,810 | $ 3,504,810 |
Accumulated Amortization | (2,874,645) | (2,179,420) |
Net carrying amount | $ 630,165 | $ 1,325,390 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 2,195,191 | |
2025 | 1,801,235 | |
2026 | 1,532,267 | |
2027 | 1,196,989 | |
2028 | 1,097,825 | |
Thereafter | 3,218,683 | |
Total | $ 11,042,757 | $ 13,439,369 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill | $ 6,693,099 | $ 14,287,099 | $ 10,050,277 | |
Goodwill impairment | 7,594,000 | |||
Amortization of intangible assets | 2,563,559 | 2,525,880 | ||
Medigap Healthcare Insurance Company [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill | 19,100,000 | |||
Goodwill, Written off Related to Sale of Business Unit | 33,400,000 | |||
Goodwill impairment | $ 4,825,634 | $ 14,373,374 | ||
Goodwill, Impaired, Accumulated Impairment Loss | $ 4,825,634 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable, | $ 635,339 | $ 747,469 |
Accrued expenses | 40,540 | 109,502 |
Accrued credit card payables | 54,416 | 58,120 |
Other accrued liabilities | 105,188 | 36,291 |
Accounts payable and other accrued liabilities | $ 835,483 | $ 951,382 |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Long term debt gross | $ 12,417,737 | $ 13,468,394 |
Less: current portion | (1,390,766) | (1,118,721) |
Long-term debt | 11,026,971 | 12,349,673 |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 695,758 | 788,596 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 1,758,558 | 1,987,846 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 2,899,409 | 3,249,575 |
Barra & Associates, LLC [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 6,089,580 | 6,321,812 |
EBS and USBA [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 369,602 | 426,883 |
CCS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | $ 604,830 | $ 693,682 |
SCHEDULE OF LONG TERM DEBT (D_2
SCHEDULE OF LONG TERM DEBT (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 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 | $ 7,733 | $ 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 | $ 31,026 | 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 | $ 35,649 | 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 | $ 176,762 | 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 | $ 10,069 | 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 | $ 12,525 | $ 15,076 |
SCHEDULE OF CUMULATIVE MATURITI
SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 1,390,766 | |
2025 | 1,552,772 | |
2026 | 1,729,160 | |
2027 | 1,925,603 | |
2028 | 2,107,128 | |
Thereafter | 3,986,172 | |
Total | 12,691,601 | |
Less debt issuance costs | (273,864) | |
Total | $ 12,417,737 | $ 13,468,394 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | |||||
Apr. 26, 2022 | Dec. 07, 2018 | Dec. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 01, 2018 | |
Short-Term Debt [Line Items] | ||||||
Total financed | $ 181,000 | $ 482,000 | ||||
Interest rate | 12.75% | 0% | ||||
Debt issuance costs | $ 273,864 | |||||
Short-term financings | $ 56,197 | $ 154,017 | ||||
Oak Street Funding LLC [Member] | Senior Secured Amortizing Credit Facility [Member] | Prime Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest rate | 2% | |||||
Oak Street Funding LLC [Member] | Term Loan [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total financed | $ 7,912,000 | |||||
Debt issuance costs | $ 181,125 | |||||
Debt description | The borrowing rates under the Facility is a variable rate equal to Prime + 2.00% and matures 10 years from the closing date. | |||||
Debt instrument term | 10 years | |||||
Master Credit Agreement [Member] | Oak Street Funding LLC [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total financed | $ 6,250,000 | |||||
Debt issuance costs | $ 214,257 | |||||
Maturity date | May 25, 2032 | |||||
Variable interest of prime rate plus | 2.50% | |||||
Employee Benefits, Solutions, LLC, and US Benefits Alliance [Member] | Credit Agreement [Member] | Oak Street Funding LLC [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total financed | $ 750,000 | |||||
Interest rate | 11% | |||||
Debt issuance costs | $ 22,188 | |||||
Commercial Coverage Solutions LLC [Member] | Oak Street Funding LLC [Member] | Senior Secured Amortizing Credit Facility [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Total financed | $ 1,025,000 | |||||
Debt issuance costs | $ 25,506 | |||||
Debt description | The borrowing rate under the Facility is a variable rate equal to Prime +1.50% and matures 10 years from the closing date. | |||||
Debt instrument term | 10 years | |||||
Commercial Coverage Solutions LLC [Member] | Oak Street Funding LLC [Member] | Senior Secured Amortizing Credit Facility [Member] | Prime Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest rate | 1.50% |
WARRANT LIABILITIES (Details Na
WARRANT LIABILITIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 12, 2023 | Mar. 13, 2023 | Dec. 27, 2022 | Jan. 04, 2022 | Dec. 22, 2021 | Aug. 31, 2022 | Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Common stock, par value | $ 0.086 | $ 0.086 | ||||||||||
Preferred stock, par value | $ 0.086 | $ 0.086 | ||||||||||
Unrealized losses | $ 17,408,311 | |||||||||||
Number of shares issued exercised | ||||||||||||
Cash proceeds | $ 12,500 | |||||||||||
Net fair value gains losses | $ 5,583,506 | [1] | 32,737,582 | [2] | ||||||||
Series B Warrant Liability [Member] | ||||||||||||
Non-operating unrealized gains | $ 17,408,311 | |||||||||||
Derivative Liability | $ 55,061,119 | |||||||||||
Outstanding warrants | 866,667 | |||||||||||
Net fair value gains losses | $ 5,534,931 | 48,668,869 | ||||||||||
Warrant liability | $ 268,667 | 6,384,250 | ||||||||||
Series B Warrant Liability [Member] | Non Private Placement [Member] | ||||||||||||
Exercisable price | $ 7.50 | $ 0.63 | ||||||||||
Outstanding warrants | 1,333,333 | |||||||||||
Placement Agent Warrants [Member] | ||||||||||||
Issued warrant | 16,303 | |||||||||||
Exercisable price | $ 61.35 | |||||||||||
Net fair value gains losses | $ 48,575 | 1,477,024 | ||||||||||
Warrant liability | $ 325 | $ 48,900 | ||||||||||
Warrants and rights outstanding term | 5 years | |||||||||||
Derivative liability measured at fair value | $ 1,525,923 | |||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||
Shares of common Stock | 9,076 | |||||||||||
Conversion of Stock, Shares Converted | 147,939 | 16 | ||||||||||
Preferred stock, par value | $ 1,000 | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Common stock, par value | $ 0.086 | |||||||||||
Shares of common Stock | 155,038 | |||||||||||
Aggregate purchase price | $ 20,000,000 | |||||||||||
Securities Purchase Agreement [Member] | Series B Warrant Liability [Member] | ||||||||||||
Issued warrant | 300,000 | |||||||||||
Outstanding warrants | 866,667 | |||||||||||
Securities Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||
Conversion of Stock, Shares Converted | 9,076 | |||||||||||
Preferred stock, par value | $ 0.086 | |||||||||||
Common Stock [Member] | ||||||||||||
Shares of common Stock | 155,038 | 178,060 | ||||||||||
Common Stock [Member] | Series B Warrant Liability [Member] | Non Private Placement [Member] | ||||||||||||
Shares of common Stock | 1,667 | |||||||||||
Number of shares issued exercised | 1,667 | |||||||||||
Cash proceeds | $ 12,500 | |||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Common stock, par value | 0.086 | |||||||||||
Exercisable price | $ 61.35 | |||||||||||
Shares of common Stock | 300,000 | 178,060 | ||||||||||
Convertible into aggregate shares | 147,939 | |||||||||||
Conversion price, per share | $ 61.35 | |||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||
Issued warrant | 651,997 | |||||||||||
[1]Recognition and change in fair value of warrant liabilities per income statement is $ 5,503,647 79,859 29,064,958 3,672,624 |
SCHEDULE OF CONCENTRATIONS OF R
SCHEDULE OF CONCENTRATIONS OF REVENUES (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Priority Health [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk percentage | 35% | 32% |
BlueCross BlueShield [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk percentage | 15% | 14% |
SIGNIFICANT CUSTOMERS (Details
SIGNIFICANT CUSTOMERS (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer [Member] | |
Concentration Risk [Line Items] | |
Total revenue | 10% |
SCHEDULE OF THE STOCK OPTIONS G
SCHEDULE OF THE STOCK OPTIONS GRANTED, FORFEITED OR EXPIRED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Stock Options Outstanding, Outstanding at Beginning of Period | 10,928 | 10,928 |
Weighted Average Exercise Price Per Share, Outstanding at Beginning of Period | $ 232.55 | $ 232.55 |
Weighted Average Remaining Contractual Life (years), Outstanding at Beginning of Period | 1 year 7 months 9 days | 2 years 7 months 9 days |
Aggregate Intrinsic Value, Outstanding at Beginning of Period | ||
Number of Stock Options Outstanding, Granted | ||
Weighted Average Exercise Price Per Share, Granted | ||
Aggregate Intrinsic Value, Granted | ||
Number of Stock Options Outstanding, Forfeited or expired | ||
Weighted Average Exercise Price Per Share, Forfeited or expired | ||
Aggregate Intrinsic Value, Forfeited or expired | ||
Number of Stock Options Outstanding, Exercised | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Aggregate Intrinsic Value, Exercised | ||
Number of Stock Options Outstanding, Outstanding at End of Period | 10,928 | 10,928 |
Weighted Average Exercise Price, Outstanding at End of Period | $ 232.55 | $ 232.55 |
Weighted Average Remaining Contractual Life (years), Outstanding at End of Period | 7 months 9 days | 1 year 7 months 9 days |
Aggregate Intrinsic Value, Outstanding at End of Period |
SCHEDULE OF NON - VESTED STOCK
SCHEDULE OF NON - VESTED STOCK OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Non-vested Stock Options Outstanding, Outstanding at Beginning of Period | 271 | 3,587 |
Weighted Average Exercise Price Per Share, Outstanding at Beginning of Period | $ 236.83 | $ 227.78 |
Weighted Average Remaining Contractual Life (years), Outstanding at Beginning of Period | 2 years 3 months 7 days | 10 months 24 days |
Number of Non-vested Stock Options Outstanding, Granted | ||
Weighted Average Exercise Price Per Share, Granted | ||
Number of Non-vested Stock Options Outstanding, Vested | (248) | (3,315) |
Weighted Average Exercise Price Per Share, Vested | $ 239.68 | $ 14.89 |
Weighted Average Remaining Contractual Life (years), Vested | 9 months 21 days | 1 year 8 months 15 days |
Number of Non-vested Stock Options Outstanding, Forfeited or expired | ||
Weighted Average Exercise Price Per Share, Forfeited or expired | ||
Number of Stock Options Outstanding, Outstanding at End of Period | 23 | 271 |
Weighted Average Exercise Price, Outstanding at End of Period | $ 205.70 | $ 236.83 |
Weighted Average Remaining Contractual Life (years), Outstanding at End of Period | 1 year 7 months 2 days | 2 years 3 months 7 days |
SCHEDULE OF ASSUMPTION OF BLACK
SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Expected dividend | ||
Minimum [Member] | ||
Exercise price | $ 0.16 | $ 0.16 |
Expected term | 3 years 3 months | 3 years 3 months |
Risk-free interest rate | 0.38% | 0.38% |
Expected volatility | 293.07% | 293.07% |
Maximum [Member] | ||
Exercise price | $ 0.26 | $ 0.26 |
Expected term | 3 years 9 months | 3 years 9 months |
Risk-free interest rate | 2.43% | 2.43% |
Expected volatility | 517.13% | 517.13% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2023 | Dec. 12, 2023 | Dec. 12, 2023 | Mar. 16, 2023 | Mar. 13, 2023 | Feb. 23, 2023 | Dec. 22, 2021 | Nov. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 28, 2022 | Jun. 30, 2022 | May 31, 2022 | Mar. 13, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | 750,000,000 | 750,000,000 | |||||||||||||||||||||||||
Preferred stock, par value | $ 0.086 | $ 0.086 | $ 0.086 | $ 0.086 | $ 0.086 | |||||||||||||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||||||||||||||||||||||
Common stock, par value | $ 0.086 | $ 0.086 | $ 0.086 | $ 0.086 | $ 0.086 | |||||||||||||||||||||||||
Vested restricted stock awards | 248 | 3,315 | ||||||||||||||||||||||||||||
Cash proceeds | $ 1,028,270 | $ 2,475,000 | ||||||||||||||||||||||||||||
Common shares issued for earnout liabilities | $ 3,001,045 | |||||||||||||||||||||||||||||
Round up of shares due to reverse split, value | ||||||||||||||||||||||||||||||
Common stock, shares outstanding | 4,761,974 | 1,219,573 | 4,761,974 | 4,761,974 | 1,219,573 | |||||||||||||||||||||||||
Exercise price | ||||||||||||||||||||||||||||||
Warrants description | 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 for each Common Unit purchased by such Buyer, or (ii) $3.799 for each Prefunded Unit purchased by the Buyer, which Prefunded Warrants are exercisable into Prefunded Warrant Shares at the initial Exercise Price (as defined in the Prefunded Warrant) of $0.001 per Prefunded Warrant Share in accordance with the Prefunded Warrant. | |||||||||||||||||||||||||||||
Net Proceeds | $ 3,446,484 | $ 17,853,351 | ||||||||||||||||||||||||||||
Additional paid in capital | $ 45,739,786 | $ 35,798,139 | $ 45,739,786 | 45,739,786 | 35,798,139 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,446,484 | $ 20,000,051 | ||||||||||||||||||||||||||||
Dividend rate | 0% | |||||||||||||||||||||||||||||
Volatility rate | 112% | |||||||||||||||||||||||||||||
Risk free interest rate | 4.23% | |||||||||||||||||||||||||||||
Options outstanding | 10,928 | 10,928 | 10,928 | 10,928 | 10,928 | 10,928 | ||||||||||||||||||||||||
Weighted average exercise price | $ 232.55 | $ 232.55 | $ 232.55 | $ 232.55 | $ 232.55 | $ 232.55 | ||||||||||||||||||||||||
Weighted average remaining contractual life | 1 year 7 months 9 days | 2 years 7 months 9 days | ||||||||||||||||||||||||||||
Number of shares option forfeitures | $ 0 | $ 0 | ||||||||||||||||||||||||||||
Fair value | $ 2,421,960 | $ 2,421,960 | $ 2,421,960 | 2,421,960 | 2,421,960 | |||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | 875,106 | 1,249,873 | ||||||||||||||||||||||||||||
Unrecognized compensation expense | $ 1,542 | $ 17,166 | $ 1,542 | $ 1,542 | $ 17,166 | |||||||||||||||||||||||||
Market value price per share | $ 0.54 | $ 8.55 | $ 0.54 | $ 0.54 | $ 8.55 | |||||||||||||||||||||||||
Shares issued commission equity award expense | 22,221 | 0 | ||||||||||||||||||||||||||||
Value issued commission equity award expense | $ 276,400 | $ 249,650 | ||||||||||||||||||||||||||||
Equity-based compensation expense | $ 875,000 | 1,250,000 | ||||||||||||||||||||||||||||
2019 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 46,667 | |||||||||||||||||||||||||||||
Options outstanding | 10,928 | 10,928 | 10,928 | |||||||||||||||||||||||||||
Weighted average exercise price | $ 232.55 | $ 232.55 | $ 232.55 | |||||||||||||||||||||||||||
Weighted average remaining contractual life | 6 months 25 days | |||||||||||||||||||||||||||||
2023 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 800,000 | 800,000 | 800,000 | |||||||||||||||||||||||||||
Available for issuance | 47,080 | 47,080 | 47,080 | |||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stockholders' equity, reverse stock split | 1-for-15 reverse split | |||||||||||||||||||||||||||||
Round up of shares due to reverse split | 15,300 | |||||||||||||||||||||||||||||
Round up of shares due to reverse split, value | 1,300 | |||||||||||||||||||||||||||||
Employees, Directors, and Consultants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 15,624 | $ 178,579 | ||||||||||||||||||||||||||||
Executives And Employees [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares restricted | 758,026 | |||||||||||||||||||||||||||||
Shares restricted, value | $ 477,556 | |||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares restricted | 12,460 | |||||||||||||||||||||||||||||
Shares restricted, value | $ 766,250 | |||||||||||||||||||||||||||||
Employee Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued in private placement, shares | 14,275 | 400 | ||||||||||||||||||||||||||||
Vested restricted stock awards | 14,275 | 400 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued in private placement, shares | 155,038 | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.086 | |||||||||||||||||||||||||||||
Warrant Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Additional paid in capital | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||
Series F Inducement Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Warrants exercise prices | $ 0.6562 | $ 0.6562 | ||||||||||||||||||||||||||||
[custom:PercentageOfBeneficialOwnership-0] | 4.99% | 4.99% | ||||||||||||||||||||||||||||
Shares issued price per share | $ 0.6562 | $ 0.6562 | ||||||||||||||||||||||||||||
Dividend rate | 0% | |||||||||||||||||||||||||||||
Volatility rate | 112% | |||||||||||||||||||||||||||||
Risk free interest rate | 4.23% | |||||||||||||||||||||||||||||
Agreement In April 2022 [Member] | Executive [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share based compensation, shares | 3,908 | 667 | ||||||||||||||||||||||||||||
Shares restricted | 7,418 | |||||||||||||||||||||||||||||
Shares restricted, value | $ 180,546 | |||||||||||||||||||||||||||||
Share based compensation | $ 83,464 | $ 32,131 | ||||||||||||||||||||||||||||
Agreement In December 28, 2022 [Member] | Executive [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share based compensation, shares | 2,695 | 0 | ||||||||||||||||||||||||||||
Share based compensation | $ 22,404 | $ 241 | ||||||||||||||||||||||||||||
Shares vested | 2,667 | |||||||||||||||||||||||||||||
Series A Warrant [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued in private placement, shares | 25,000 | |||||||||||||||||||||||||||||
Exercise of warrants, shares | 25,000 | |||||||||||||||||||||||||||||
Warrants exercise prices | $ 99 | |||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued in private placement, shares | 155,038 | 178,060 | ||||||||||||||||||||||||||||
Stock issued during period, shares, acquisitions | 40,402 | |||||||||||||||||||||||||||||
Exercise of warrants, shares | 25,000 | |||||||||||||||||||||||||||||
Vested restricted stock awards | 3,017 | 22,219 | ||||||||||||||||||||||||||||
Common shares issued for earnout liabilities | $ 109,358 | $ 54,714 | ||||||||||||||||||||||||||||
Round up of shares due to reverse split | 15,336 | |||||||||||||||||||||||||||||
Round up of shares due to reverse split, value | 1,300 | |||||||||||||||||||||||||||||
Shares issued service | 147,645 | 400 | 112,557 | 260,602 | ||||||||||||||||||||||||||
Settle an earn-out liability | 174,610 | 352,260 | 636,228 | |||||||||||||||||||||||||||
Share based compensation, shares | 741,360 | |||||||||||||||||||||||||||||
Number of shares converted | 218,462 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 13,333 | $ 15,313 | ||||||||||||||||||||||||||||
Shares issued price per share | $ 0.6562 | $ 0.6562 | ||||||||||||||||||||||||||||
Number of shares converted | 897,594 | |||||||||||||||||||||||||||||
Net of cash proceeds | $ 898 | |||||||||||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued in private placement, shares | 723,264 | |||||||||||||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued in private placement, shares | 300,000 | 178,060 | ||||||||||||||||||||||||||||
Common stock, par value | $ 0.086 | |||||||||||||||||||||||||||||
Warrants exercise prices | 61.35 | |||||||||||||||||||||||||||||
Warrants exercise price | $ 61.35 | |||||||||||||||||||||||||||||
Warrant conversion shares | 147,939 | |||||||||||||||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued in private placement, shares | 1,667 | |||||||||||||||||||||||||||||
Exercise of warrants, shares | 1,667 | 73,264 | ||||||||||||||||||||||||||||
Warrants exercise prices | $ 7.50 | $ 7.50 | ||||||||||||||||||||||||||||
Stock issued during period, shares, acquisitions | 300,000 | 300,000 | 300,000 | |||||||||||||||||||||||||||
Cash proceeds | $ 12,500 | |||||||||||||||||||||||||||||
Series E Warrant [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued in private placement, shares | 897,594 | |||||||||||||||||||||||||||||
Series F Warrant [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued in private placement, shares | 371,000 | |||||||||||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise of warrants, shares | 375,000 | 113,000 | 113,000 | |||||||||||||||||||||||||||
Warrants exercise prices | $ 6.60 | |||||||||||||||||||||||||||||
Number of shares converted | 25,000 | |||||||||||||||||||||||||||||
Exercise price | 99 | |||||||||||||||||||||||||||||
Exercise price reduced | $ 6.13 | |||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 1,695,000 | 1,695,000 | 1,695,000 | 1,695,000 | 1,695,000 | |||||||||||||||||||||||||
Series F Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise of warrants, shares | 2,105,264 | |||||||||||||||||||||||||||||
Warrants exercise prices | $ 0.6562 | $ 0.6562 | ||||||||||||||||||||||||||||
Cash proceeds | $ 1,029,972 | |||||||||||||||||||||||||||||
Number of shares converted | 1,734,264 | |||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 2,105,264 | 2,105,264 | 2,105,264 | 2,105,264 | 2,105,264 | |||||||||||||||||||||||||
Payments for Repurchase of Warrants | $ 1,381,474 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 351,503 | |||||||||||||||||||||||||||||
[custom:IssuanceOfWarrants] | 371,000 | |||||||||||||||||||||||||||||
[custom:PercentageOfBeneficialOwnership-0] | 9.99% | 9.99% | ||||||||||||||||||||||||||||
Deemed dividend | $ 302,997 | $ 302,997 | ||||||||||||||||||||||||||||
Warrants and rights outstanding before exchange | 1,103,377 | $ 1,103,377 | $ 1,103,377 | |||||||||||||||||||||||||||
Warrants and rights outstanding after exchange | $ 800,380 | $ 800,380 | $ 800,380 | |||||||||||||||||||||||||||
Pre Exchange Warrant [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Warrants exercise prices | $ 3.55 | $ 3.55 | ||||||||||||||||||||||||||||
Post Exchange Warrant [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Warrants exercise prices | 0.6562 | 0.6562 | ||||||||||||||||||||||||||||
Pre And Post Exchange Warrant [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Warrants term | 4 years 9 months 7 days | 4 years 9 months 7 days | 4 years 9 months 7 days | |||||||||||||||||||||||||||
Series G Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 4,210,528 | 4,210,528 | 4,210,528 | |||||||||||||||||||||||||||
Series G Warrants [Member] | Series F Inducement Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Warrants exercise prices | $ 0.6562 | $ 0.6562 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 4,210,528 | 4,210,528 | ||||||||||||||||||||||||||||
Deemed dividend | $ 2,236,760 | |||||||||||||||||||||||||||||
Series E Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise of warrants, shares | 897,594 | |||||||||||||||||||||||||||||
Abeyance Shares [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Class of warrant unissued | 1,734,264 | 1,734,264 | 1,734,264 | |||||||||||||||||||||||||||
Abeyance Shares [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Conversion of stock shares converted | 1,011,000 | 723,264 | ||||||||||||||||||||||||||||
Common stock, shares outstanding | 1,011,000 | |||||||||||||||||||||||||||||
Medigap Acquisition [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period, shares, acquisitions | 40,402 | |||||||||||||||||||||||||||||
YES Americana Group LLC [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Debt conversion original debt amount | $ 645,000 | |||||||||||||||||||||||||||||
Debt Conversion converted instrument shares | 66,743 | |||||||||||||||||||||||||||||
Warrants exercise price | $ 9.67 | |||||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Shares issued in private placement, shares | 155,038 | 178,060 | ||||||||||||||||||||||||||||
Gross proceeds cash fee percentage | 8% | |||||||||||||||||||||||||||||
Gross proceeds | $ 4,000,000 | |||||||||||||||||||||||||||||
Net Proceeds | 3,400,000 | |||||||||||||||||||||||||||||
Financing fee | $ 553,000 | |||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, par value | $ 1,000 | |||||||||||||||||||||||||||||
Shares issued in private placement, shares | 9,076 | |||||||||||||||||||||||||||||
Conversion of stock shares converted | 147,939 | 16 | ||||||||||||||||||||||||||||
Conversion of shares | 9,076 | |||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.086 | |||||||||||||||||||||||||||||
Conversion of stock shares converted | 9,076 | |||||||||||||||||||||||||||||
Series C Prepaid Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period, shares, acquisitions | 218,462 | 218,462 | 218,462 | |||||||||||||||||||||||||||
Warrants exercise price | $ 0.015 | $ 0.015 | ||||||||||||||||||||||||||||
Proceeds from issuance | $ 1,336 | |||||||||||||||||||||||||||||
Series C Prepaid Warrants [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period, shares, acquisitions | 218,462 | 218,462 | 218,462 | |||||||||||||||||||||||||||
Series D Prepaid Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Conversion of stock shares converted | 81,472 | |||||||||||||||||||||||||||||
Stock issued during period, shares, acquisitions | 81,423 | 81,500 | ||||||||||||||||||||||||||||
Warrants exercise price | $ 0.015 | |||||||||||||||||||||||||||||
Proceeds from issuance | $ 795 | |||||||||||||||||||||||||||||
Warrant conversion shares | 81,423 | |||||||||||||||||||||||||||||
Series D Prepaid Warrants [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period, shares, acquisitions | 81,423 | |||||||||||||||||||||||||||||
Series A Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Warrants exercise prices | $ 0.15 | $ 0.15 | $ 0.15 | |||||||||||||||||||||||||||
Stock issued during period, shares, acquisitions | 2,070,000 | 2,070,000 | 2,070,000 | |||||||||||||||||||||||||||
Series C and D Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Warrants exercise prices | $ 0.015 | $ 0.015 | $ 0.015 | |||||||||||||||||||||||||||
Series E Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock issued during period, shares, acquisitions | 897,594 | |||||||||||||||||||||||||||||
Series F Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Warrants exercise prices | $ 3.55 | |||||||||||||||||||||||||||||
Stock issued during period, shares, acquisitions | 2,105,264 | |||||||||||||||||||||||||||||
PA Warrant [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Warrants exercise prices | $ 3.91 | |||||||||||||||||||||||||||||
Stock issued during period, shares, acquisitions | 52,632 |
SCHEDULE OF CALCULATIONS OF BAS
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
(Loss) income from continuing operations | $ (10,025,268) | $ 21,561,932 |
Deemed dividend | (2,539,757) | (6,930,335) |
(Loss) income from continuing operations, numerator, basic | (12,565,025) | 14,631,597 |
(Loss) income from continuing operations, numerator, diluted | $ (12,565,025) | $ 14,631,597 |
Weighted average common shares, basic | 2,820,275 | 1,094,781 |
Effect of weighted average vested stock awards | 208 | |
Diluted weighted average shares outstanding | 2,820,275 | 1,094,989 |
Basic (loss) income loss per common share from continuing operations: | $ (4.46) | $ 13.36 |
Diluted (loss) income per common share from continuing operations: | $ (4.46) | $ 13.36 |
SCHEDULE OF DILUTIVE NET LOSS P
SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 10,928 | 10,928 |
Series A Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 113,000 | 113,000 |
Series B Warrants And Placement Agent Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 882,970 | 1,347,970 |
Series G Warrants And Placement Agent Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 4,263,160 | |
Unvested Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 3,709 | 6,576 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details) | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 320,420 |
2025 | 153,831 |
2026 | 113,738 |
2027 | 117,150 |
2028 | 120,665 |
Thereafter | 30,387 |
Total undiscounted operating lease payments | 856,191 |
Less: Imputed interest | (86,685) |
Present value of operating lease liabilities | $ 769,506 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Lease expense | $ 534,404 | $ 598,422 |
Weighted average remaining lease term | 3 years 11 months 1 day | 3 years 9 months 25 days |
Weighted average discount rate | 6.08% | 5.67% |
SCHEDULE OF EARN-OUT LIABILITY
SCHEDULE OF EARN-OUT LIABILITY (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | $ 2,709,478 | $ 3,813,878 | |
Payments | (3,260,403) | (1,704,924) | |
Estimate & fair value adjustments | 1,716,873 | 524 | |
Payable in Common Stock | (159,867) | ||
Reclass to loans payable, related parties | [1] | (846,214) | |
Ending balance | 159,867 | 2,709,478 | |
Business combinations | 600,000 | ||
Fortman Insurance Agency LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | 667,000 | 515,308 | |
Payments | (1,433,700) | (34,430) | |
Estimate & fair value adjustments | 1,612,914 | 186,122 | |
Payable in Common Stock | |||
Reclass to loans payable, related parties | [1] | (846,214) | |
Ending balance | 667,000 | ||
Business combinations | |||
Southwestern Montana Insurance Center Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | 500,001 | 615,969 | |
Payments | (750,001) | (326,935) | |
Estimate & fair value adjustments | 569,734 | 210,967 | |
Payable in Common Stock | (159,867) | ||
Reclass to loans payable, related parties | [1] | ||
Ending balance | 159,867 | 500,001 | |
Business combinations | |||
Altruis Benefits Consultants Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | 834,943 | 992,868 | |
Payments | (929,168) | (84,473) | |
Estimate & fair value adjustments | 94,225 | (73,452) | |
Payable in Common Stock | |||
Reclass to loans payable, related parties | [1] | ||
Ending balance | 834,943 | ||
Business combinations | |||
JP Kush And Associates Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | 147,534 | 1,689,733 | |
Payments | (147,534) | (1,259,086) | |
Estimate & fair value adjustments | (283,113) | ||
Payable in Common Stock | |||
Reclass to loans payable, related parties | [1] | ||
Ending balance | 147,534 | ||
Business combinations | |||
Barra & Associates, LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | 560,000 | ||
Payments | |||
Estimate & fair value adjustments | (560,000) | (40,000) | |
Payable in Common Stock | |||
Reclass to loans payable, related parties | [1] | ||
Ending balance | 560,000 | ||
Business combinations | $ 600,000 | ||
[1]As further described in the Note 16, Related Parties |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Legal contingencies | $ 0 | $ 0 |
SCHEDULE OF ACTUAL INCOME TAX R
SCHEDULE OF ACTUAL INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal rate | 21% | 21% |
State net of federal | 8.90% | (7.90%) |
Non-taxable change in fair value of warrant commitment | 9.30% | (106.30%) |
Goodwill impairment | 11.80% | 46.70% |
Rate Change | (0.20%) | (4.10%) |
Other | 0% | 2.20% |
Valuation allowance | (50.90%) | 48.50% |
Effective income tax rate | 0% | 0% |
SCHEDULE OF DEFERRED INCOME TAX
SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 10,399,616 | $ 4,938,164 |
Equity-based compensation | 1,462,901 | 1,148,836 |
Goodwill | (332,159) | (771,631) |
Intangibles | 694,358 | 745,227 |
Fixed assets | (151,775) | (99,002) |
Right of use assets | (186,905) | (300,616) |
Lease liabilities | 194,403 | 313,342 |
Other | 4,027 | 1,525 |
Total deferred tax assets | 12,084,466 | 5,975,846 |
Valuation allowance | (12,084,466) | (5,975,846) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Federal net operating loss carryforwards excluding indefinite life | $ 41,300,000 | |
Operating loss carryforward limitation | Federal Net Operating Loss Carry forwards, of which $1.3 million will begin to expire beginning 2031 | |
Income tax description | $40.0 million will not expire but are limited to use of 80% of current year taxable income | |
State net operating loss carry forwards | $ 34,800,000 | |
Change in valuation of allowance | $ 6,108,620 | $ 3,140,780 |
CARES Act [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Income tax description | Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but we have not analyzed it at this time as the deferred tax asset is fully reserved. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jan. 11, 2024 | Feb. 13, 2023 | Feb. 07, 2023 | Jan. 31, 2023 | Jul. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 13, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Accrue interest percentage | 12.75% | 0% | |||||||
Promissory note principle | $ 181,000 | $ 482,000 | |||||||
Common stock par value | $ 0.086 | $ 0.086 | |||||||
Agreed to payment | $ 1,045,164 | $ 184,252 | |||||||
Other expenses | 1,650,000 | ||||||||
Deferred purchase price | $ 1,375,000 | ||||||||
Accrue interest rate percentage | 1.50% | ||||||||
Earn out balance | 159,867 | 2,709,478 | $ 3,813,878 | ||||||
Employee [Member] | Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accrue interest percentage | 10% | ||||||||
Agreed to payment | $ 11,000 | ||||||||
Earn out balance | 423,107 | ||||||||
Earn out owned amount | 846,214 | ||||||||
Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest expense, related parties | 150,067 | 6,920 | |||||||
Other expenses | 145,344 | ||||||||
Loans payables, current | 233,504 | 1,375,000 | |||||||
Loans payables, related parties | 247,055 | 0 | |||||||
Related Party [Member] | Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loans payables, related parties | 650,473 | ||||||||
Loans payables, current | 195,741 | ||||||||
Accrued interest | $ 0 | ||||||||
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 December 31, 2023, and December 31, 2022 respectively, the balance owed to Americana was $0 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 the year ended December 31, 2023, was $5,334, 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 | ||||||||
Agreed to payment | 693,145 | ||||||||
Repayment of related party owed | 0 | 1,500,000 | |||||||
Other expenses | 5,334 | ||||||||
YES Americana Group LLC [Member] | Employee [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related party | $ 200,000 | ||||||||
Debt instrument unmortized discount | $ 27,673 | ||||||||
Accrue interest percentage | 7.50% | ||||||||
Monthly payment | $ 4,167 | ||||||||
Current portion of loans payables, related parties | 29,167 | 47,249 | |||||||
Non-current portion of loans payables, related parties | 0 | 21,541 | |||||||
Interest expense, related parties | 6,918 | ||||||||
Reliance Holdings [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loans payables, related parties | $ 0 | $ 100,724 | |||||||
Ownership percentage | 0% | 24% | |||||||
Common Stock [Member] | YES Americana Group LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage | 5.52% | 0% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 15, 2024 | Feb. 15, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Aggregate offering price | $ 3,446,484 | $ 20,000,051 | ||
ATM Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Aggregate offering price | $ 858,637 | |||
Sold shares | 187,614 | |||
Receiving proceeds, net | $ 4,634 | |||
Agent commissions | $ 124,649 |