Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 20, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40020 | |
Entity Registrant Name | RELIANCE GLOBAL GROUP, INC. | |
Entity Central Index Key | 0001812727 | |
Entity Tax Identification Number | 46-3390293 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 300 Blvd. of the Americas | |
Entity Address, Address Line Two | Suite 105 | |
Entity Address, City or Town | Lakewood | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08701 | |
City Area Code | 732 | |
Local Phone Number | 380-4600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,535,591 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | RELI | |
Security Exchange Name | NASDAQ | |
Series A Warrants | ||
Title of 12(b) Security | Series A Warrants | |
Trading Symbol | RELIW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 680,138 | $ 1,329,016 |
Restricted cash | 1,432,847 | 1,409,895 |
Other receivables | 29,498 | 899 |
Prepaid expense and other current assets | 240,780 | 333,756 |
Total current assets | 3,410,654 | 4,379,032 |
Property and equipment, net | 144,723 | 139,999 |
Right-of-use assets | 653,524 | 739,830 |
Intangibles, net | 6,611,215 | 11,042,757 |
Goodwill | 6,693,099 | 6,693,099 |
Other non-current assets | 21,792 | 20,292 |
Total assets | 17,535,007 | 23,015,009 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 1,180,328 | 835,483 |
Short term financing agreements | 11,601 | 56,197 |
Other payables | 23,809 | 7,414 |
Current portion of long-term debt | 1,431,875 | 1,390,766 |
Current portion of leases payable | 256,340 | 285,171 |
Earn-out liability, current portion | 159,867 | |
Total current liabilities | 3,530,629 | 3,189,851 |
Long term debt, less current portion | 10,660,321 | 11,026,971 |
Leases payable, less current portion | 427,972 | 484,335 |
Warrant liabilities | 173,660 | 268,993 |
Total liabilities | 15,573,497 | 15,867,679 |
Stockholders’ equity: | ||
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 9,076 and 0 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | ||
Common stock, $0.086 par value; 2,000,000,000 shares authorized and 5,692,387 and 4,761,974 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 489,525 | 409,509 |
Additional paid-in capital | 45,820,613 | 45,739,786 |
Accumulated deficit | (44,348,628) | (39,001,965) |
Total stockholders’ equity | 1,961,510 | 7,147,330 |
Total liabilities and stockholders’ equity | 17,535,007 | 23,015,009 |
Nonrelated Party [Member] | ||
Current assets: | ||
Accounts receivable | 1,020,879 | 1,298,863 |
Related Party [Member] | ||
Current assets: | ||
Accounts receivable | 6,512 | 6,603 |
Current liabilities: | ||
Current portion of loans payables, related parties | 626,676 | 454,953 |
Loans payable, related parties, less current portion | $ 780,915 | $ 897,529 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.086 | $ 0.086 |
Preferred stock, shares authorized | 750,000,000 | 750,000,000 |
Preferred stock, shares issued | 9,076 | 0 |
Preferred stock, shares outstanding | 9,076 | 0 |
Common stock, par value | $ 0.086 | $ 0.086 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 5,692,387 | 4,761,974 |
Common stock, shares outstanding | 5,692,387 | 4,761,974 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Commission income | $ 4,082,438 | $ 3,939,103 |
Total revenue | 4,082,438 | 3,939,103 |
Operating expenses | ||
Commission expense | 1,276,542 | 1,083,326 |
Salaries and wages | 1,831,662 | 1,755,894 |
General and administrative expenses | 1,374,890 | 837,766 |
Marketing and advertising | 127,042 | 136,571 |
Change in estimated acquisition earn-out payables | 47,761 | 476,692 |
Depreciation and amortization | 534,152 | 653,778 |
Asset impairments | 3,922,110 | |
Total operating expenses | 9,114,159 | 4,944,027 |
Loss from operations | (5,031,721) | (1,004,924) |
Other (expense) income | ||
Other income, net | 11 | 3,949 |
Recognition and change in fair value of warrant liabilities | 95,333 | 4,266,231 |
Total other (expense) income | (314,942) | 3,876,880 |
(Loss) income from continuing operations before tax | (5,346,663) | 2,871,956 |
Income (loss) from discontinued operations before tax | (4,660,494) | |
Net loss | $ (5,346,663) | $ (1,788,538) |
Basic (loss) earnings per share | ||
Continuing operations | $ (0.81) | $ 1.92 |
Discontinued operations | (3.07) | |
Basic (loss) earnings per share | (0.81) | (1.15) |
Diluted loss per share | ||
Continuing operations | (0.81) | (0.59) |
Discontinued operations | (2.18) | |
Diluted loss per share | $ (0.81) | $ (2.77) |
Weighted average number of shares outstanding - basic | 6,569,019 | 1,553,953 |
Weighted average number of shares outstanding - diluted | 6,569,019 | 2,185,847 |
Nonrelated Party [Member] | ||
Other (expense) income | ||
Interest expense | $ (369,677) | $ (351,823) |
Related Party [Member] | ||
Other (expense) income | ||
Interest expense | $ (40,609) | $ (41,477) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 104,883 | $ 35,798,139 | $ (26,991,983) | $ 8,911,039 |
Balance, shares at Dec. 31, 2022 | 1,219,573 | |||
Common shares issued for earn-out liabilities | $ 9,404 | 973,074 | 982,478 | |
Common shares issued for earnout liabilities, shares | 109,358 | |||
Common share based compensation | 43,797 | 43,797 | ||
Net loss | (1,788,538) | (1,788,538) | ||
Common shares issued to settle loan - Yes Americana | $ 5,740 | $ 639,260 | $ 645,000 | |
Common shares issued to settle loan - Yes Americana, shares | 66,743 | |||
Round up of Common shares due to reverse split | 1,300 | (5,946) | (4,646) | |
Round up of Common shares due to reverse split, shares | 15,336 | |||
Common shares issued in 2023 private placement | $ 13,333 | $ 3,433,151 | $ 3,446,484 | |
Common shares issued in 2023 private placement, shares | 155,038 | |||
Balance at Mar. 31, 2023 | $ 134,660 | 40,881,475 | (28,780,521) | 12,235,614 |
Balance, shares at Mar. 31, 2023 | 1,566,048 | |||
Balance at Dec. 31, 2023 | $ 409,509 | 45,739,786 | (39,001,965) | 7,147,330 |
Balance, shares at Dec. 31, 2023 | 4,761,974 | |||
Common shares issued for earn-out liabilities | 17,628 | 17,628 | ||
Common shares issued for earnout liabilities, shares | ||||
Common shares issued for ATM share sales | $ 16,135 | 108,514 | 124,649 | |
Common shares issued for ATM share sales, shares | 187,614 | |||
Common shares issued for Abeyance Share conversions | $ 62,201 | (62,201) | ||
Common shares issued for Abeyance Share conversions, shares | 723,264 | |||
Common share based compensation | $ 1,680 | 16,886 | 18,566 | |
Common share based compensation, shares | 19,535 | |||
Net loss | (5,346,663) | (5,346,663) | ||
Balance at Mar. 31, 2024 | $ 489,525 | $ 45,820,613 | $ (44,348,628) | $ 1,961,510 |
Balance, shares at Mar. 31, 2024 | 5,692,387 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ (5,346,663) | $ (1,788,538) |
Adjustment to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 534,152 | 541,873 |
Asset impairments | 3,922,110 | |
Amortization of debt issuance costs and accretion of debt discount | 11,721 | 11,721 |
Non-cash lease expense (income) | 1,110 | (5,098) |
Equity based compensation expense | 18,566 | 43,797 |
Recognition and change in fair value of warrant liability | (95,333) | (4,266,231) |
Earn-out fair value and write-off adjustments | 47,761 | 476,692 |
Change in operating assets and liabilities: | ||
Accounts receivable | 277,984 | 23,976 |
Accounts receivable, related parties | 91 | 6,676 |
Other receivables | (28,599) | 11,464 |
Prepaid expense and other current assets | 92,976 | 81,381 |
Other non-current assets | (1,500) | |
Accounts payables and other accrued liabilities | 344,847 | 125,229 |
Other payables | 16,395 | (294,058) |
Net cash used in continuing operating activities | (204,382) | (5,031,116) |
Net cash adjustments for discontinued operating activities | 3,966,238 | |
Total net cash used in continuing and discontinued operating activities | (204,382) | (1,064,878) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (12,312) | (6,695) |
Purchase of intangibles | (17,132) | (73,894) |
Net cash used in investing activities | (29,444) | (80,589) |
Net cash used in discontinued investing activities | (15,708) | |
Total net cash used in continuing and discontinued investing activities | (29,444) | (96,297) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal repayments of debt | (335,533) | (207,580) |
Proceeds of loans payable related parties | 345,000 | |
Principal repayments of short term financings | (44,596) | (98,004) |
Payments of loans payable, related parties | (136,620) | (412,500) |
Proceeds from common shares issued through an at the market offering | 124,649 | |
Cash payments on earn-out liability | (250,000) | |
Private Placement of shares and warrants | 3,446,484 | |
Net cash used in and provided by continuing financing activities | (392,100) | 2,823,400 |
Net cash used in discontinued financing activities | (17,700) | |
Total net cash (used in) and provided by continuing and discontinued financing activities | (392,100) | 2,805,700 |
Net (decrease) and increase in cash and restricted cash | (625,926) | 1,644,525 |
Cash and restricted cash at beginning of year | 2,738,911 | 1,909,769 |
Cash and restricted cash at end of year | $ 2,112,985 | $ 3,554,294 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Reliance Global Group, Inc., formerly known as Ethos Media Network, Inc. (“RELI”, “Reliance”, or the “Company”), was incorporated in Florida on August 2, 2013. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), as the same may be amended from time to time. Capitalized terms not defined in this Form 10-Q refer to capitalized terms as defined in the Form 10-K. Certain prior period accounts and balances in these condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Liquidity As of March 31, 2024, the Company’s reported cash and restricted cash aggregated balance was approximately $ 2,113,000 3,411,000 3,531,000 120,000 1,962,000 5,032,000 3,900,000 5,347,000 858,637 Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Cash and Restricted Cash Cash and restricted cash reported on our condensed consolidated balance sheets are reconciled to the total shown on our condensed consolidated statements of cash flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW March 31, 2024 March 31, 2023 Cash $ 680,138 $ 2,116,333 Restricted cash 1,432,847 1,437,961 Total cash and restricted cash $ 2,112,985 $ 3,554,294 Fair Value of Financial Instruments Level 1 — Observable inputs reflecting quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. Warrant Liabilities: SCHEDULE OF WARRANT LIABILITY March 31, 2024 December 31, 2023 Stock price $ 0.34 $ 0.54 Volatility 135.00 % 110.00 % Time to expiry 4.74 4.99 Dividend yield 0 % 0 % Risk free rate 4.20 % 3.80 % Warrants measurement input 4.2 % 3.8 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B warrant liabilities Placement agent warrants Total Beginning balance, December 31, 2022 $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss (5,534,931 ) (48,575 ) (5,583,506 ) Warrants exercised or exchanged (580,651 ) - (580,651 ) Ending balance, December 31, 2023 $ 268,668 $ 325 $ 268,993 Balance $ 268,668 $ 325 $ 268,993 Unrealized (gain) loss (95,333 ) - (95,333 ) Warrants exercised or exchanged - - - Ending balance, March 31, 2024 $ 173,335 $ 325 $ 173,660 Balance 173,335 325 173,660 Earn-out liabilities: The following table reconciles fair value of earn-out liabilities for the periods ended March 31, 2024, and December 31, 2023: SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE March 31, 2024 December 31, 2023 Beginning balance – January 1 $ 159,867 $ 2,709,478 Acquisitions and settlements - (3,260,403 ) Period adjustments: Fair value changes included in earnings * 47,761 1,716,873 Earn-out payable in common shares (17,628 ) (159,867 ) Earn-out transferred to loans payable, related parties (190,000 ) (846,214 ) Ending balance - 159,867 Less: Current portion - (159,867 ) Ending balance, less current portion $ - $ - * Recorded in the change in estimated acquisition earn-out payables caption on the condensed consolidated statements of operations. Revenue Recognition The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended March 31, 2024 Medical Life Property and Casualty Total EBS $ 229,004 $ 3,700 $ - $ 232,704 USBA 9,758 750 - 10,508 CCS/UIS - - 27,948 27,948 Montana 442,954 1,209 - 444,163 Fortman 292,188 1,782 228,815 522,785 Altruis 2,028,225 6,351 - 2,034,576 Kush 193,807 - - 193,807 Reli Exchange 78,043 42,425 495,479 615,947 Total $ 3,273,979 $ 56,217 $ 752,242 $ 4,082,438 Three Months ended March 31, 2023 Medical Life Property and Casualty Total EBS $ 233,280 $ 4,100 $ - $ 237,380 USBA 11,265 764 - 12,029 CCS/UIS - - 46,770 46,770 Montana 486,009 4,985 - 490,994 Fortman 305,877 393 208,145 514,415 Altruis 1,868,136 - - 1,868,136 Kush 320,175 116 - 320,291 Reli Exchange 71,370 23,381 354,337 449,088 Total $ 3,296,112 $ 33,739 $ 609,252 $ 3,939,103 The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier 2024 2023 Three Months ended March 31, Insurance Carrier 2024 2023 Priority Health 45 % 43 % BlueCross BlueShield 13 % 13 % Insurance carrier 13 % 13 % No other single customer accounted for more than 10 Income Taxes The Company recorded no As of March 31, 2024 Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS The following table rolls forward the Company’s goodwill balance for the periods ended March 31, 2024, and December 31, 2023, adjusted for discontinued operations. SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2022 $ 14,287,099 Goodwill impairment recognized as of December 31, 2023 (7,594,000 ) December 31, 2023 6,693,099 March 31, 2024 $ 6,693,099 Asset Impairments: During the quarter ended March 31, 2024, certain intangible assets stemming from discontinued operations which were originally transferred to the Company’s operating entity, were determined to have carrying values exceeding fair value, and thus were considered impaired. These intangible assets consisted of, customer relationships, and internally developed and purchased software, with respective net of accumulated amortization asset values of, $ 3,802,438 65,411 54,261 3,922,110 The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of March 31, 2024: 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 1.3 $ 1,807,188 $ (1,408,895 ) $ 398,292 Internally developed software 3.0 1,694,186 (686,798 ) 1,007,388 Customer relationships 6.5 7,372,290 (2,629,691 ) 4,742,599 Purchased software 2.2 564,396 (562,844 ) 1,552 Video production assets - 50,000 (50,000 ) - Non-competition agreements 0.6 3,504,810 (3,043,426 ) 461,384 $ 14,992,869 $ (8,381,654 ) $ 6,611,215 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: 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 reflects expected amortization expense as of March 31, 2024, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2024 (remainder of year) $ 1,225,917 2025 1,395,707 2026 1,146,882 2027 807,363 2028 717,314 Thereafter 1,318,032 Total $ 6,611,215 |
LONG-TERM DEBT AND SHORT-TERM F
LONG-TERM DEBT AND SHORT-TERM FINANCINGS | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT AND SHORT-TERM FINANCINGS | NOTE 3. LONG-TERM DEBT AND SHORT-TERM FINANCINGS Long-Term Debt The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT March 31, 2024 December 31, 2023 Oak Street Funding LLC Term Loan $ 354,376 $ 369,602 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5 August 2028 9,614 10,069 $ 354,376 $ 369,602 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5 December 2028 11,887 12,525 581,392 604,830 Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0 April 2029 7,365 7,733 671,220 695,758 Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0 May 2029 29,572 31,026 1,697,935 1,758,558 Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0 September 2029 34,029 35,649 2,806,914 2,899,409 Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of Prime Rate plus 2.5 May 2032 171,406 176,762 5,980,359 6,089,580 Long term debt gross 12,092,196 12,417,737 Less: current portion (1,431,875 ) (1,390,766 ) Long-term debt $ 10,660,321 $ 11,026,971 Oak Street Funding LLC – Term Loans and Credit Facilities SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES Fiscal year ending December 31, Maturities of Long-Term Debt 2024 (remainder of year) $ 1,055,234 2025 1,552,772 2026 1,729,160 2027 1,925,603 2028 2,106,978 Thereafter 3,986,322 Total 12,356,069 Less: debt issuance costs (263,873 ) Total $ 12,092,196 Short-Term Financings The Company has various short-term notes payable for financed items such as insurance premiums and CRM software purchases. These are normally paid in equal installments over a period of twelve months or less and carry interest rates up to 0.0 12.75 12,000 56,000 |
WARRANT LIABILITIES
WARRANT LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Warrant Liabilities | |
WARRANT LIABILITIES | NOTE 4. WARRANT LIABILITIES Series B Warrants The Series B Warrant liability effective exercise price as of March 31, 2024 was $0.63, and the outstanding balance, inclusive of 16,303 PAW warrants as of March 31, 2024 and December 31, 2023 was $173,660 and $268,993 respectively, presented in the warrant liability account on the condensed consolidated balance sheets. Pursuant to the terms of the Series B Warrants, during the second quarter of 2024, the Series B Warrant exercise price was reduced from $ 0.63 0.26 For the periods ended March 31, 2024, and 2023, net fair value gains recognized for the Series B Warrants inclusive of the PAW warrants were $ 95,333 and $ 4,266,231 respectively, presented in the recognition and change in fair value of warrant liabilities account in the condensed consolidated statements of operations. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
EQUITY | NOTE 5. EQUITY Common Stock The Company is authorized to issue 2,000,000,000 0.086 During the first quarter of 2024, the Company issued 187,614 723,264 19,535 As of March 31, 2024 and December 31, 2023, there were 5,692,387 4,761,974 Abeyance Shares During the quarter ended March 31, 2024 upon request from the institutional investor, the Company converted 723,264 723,264 1,011,000 During the second quarter of 2024, upon request from the institutional investor, the Company converted the remaining 1,011,000 Series G Warrants Pursuant to the terms of the Series G Warrants, during the second quarter of 2024, the Series G Warrant exercise price was reduced from $ 0.6562 0.26 At Market Program (the “ATM”) 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 During the first quarter of 2024 the Company sold 187,614 0.6891 4,636 124,649 729,352 Subsequent to the first quarter of 2024, the Company sold an additional 1,320,829 15,905 385,052 328,395 Equity-based Compensation Total stock-based compensation expense recorded in general and administrative expenses in the condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023 is $ 18,566 43,797 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 6. EARNINGS (LOSS) PER SHARE Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding. If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS. The following calculates basic and diluted EPS: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS March 31, 2024 March 31, 2023 Three Months Three Months Ended Ended March 31, 2024 March 31, 2023 (Loss) income from continuing operations $ (5,346,663 ) $ 2,983,861 Net (loss) income continuing operations, numerator, basic computation (5,346,663 ) 2,983,861 Recognition and change in fair value of warrant liabilities - (4,266,231 ) Net loss continuing operations, numerator, diluted computation $ (5,346,663 ) $ (1,282,370 ) Weighted average common shares, basic 6,569,019 1,553,953 Effect of series B warrants - 631,894 Weighted average common shares, dilutive 6,569,019 2,185,847 Earnings (loss) per common share – basic $ (0.81 ) $ 1.92 Earnings (loss) per common share – diluted $ (0.81 ) $ (0.59 ) The reversal of the gain on the change fair value of the Series B warrant liability for the three months March 31, 2023 is included in the numerator of the dilutive EPS calculation to eliminate the effects the warrants as the impact is dilutive. 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 SHARE March 31, 2024 March 31, 2023 For the Three Months Ended March 31, 2024 March 31, 2023 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’s 882,970 - Shares subject to outstanding Series F warrants - 2,105,264 Shares subject to outstanding Series G warrants 4,210,529 - Shares subject to PA Warrants 52,632 52,632 Shares subject to unvested stock awards 889 7,709 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
LEASES | NOTE 7. LEASES Operating lease expense for the three months ended March 31, 2024 and 2023 was $ 104,956 161,614 3.92 5.98 Future minimum lease payments under these operating leases consists of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Period ending March 31, 2024 Operating Lease Obligations 2024 $ 286,739 2025 119,388 2026 114,572 2027 118,009 2028 121,550 Thereafter - Total undiscounted operating lease payments 760,258 Less: Imputed interest 75,946 Present value of operating lease liabilities $ 684,312 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES Legal Contingencies The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly and no Earn-out liabilities The following outlines changes to the Company’s earn-out liability balances for the respective periods ended March 31, 2024 and December 31, 2023: SCHEDULE OF EARN-OUT LIABILITY Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2023 $ - $ 159,867 $ - $ - $ - $ 159,867 Changes due to payments - - - - - - Changes due to fair value adjustments - 47,761 - - - 47,761 Payable in Common Stock - (17,628 ) - - - (17,628 ) Transfers to loans payable, related parties* - (190,000 ) - - - (190,000 ) Ending balance March 31, 2024 $ - $ - $ - $ - $ - $ - 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 * The Company modified certain contingent earn-out payables by entering into fixed payment arrangements, thus, remaining open balances are reclassified to the loans payable, related parties account on the consolidated balance sheet as of March 31, 2024 and December 31, 2023, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9. RELATED PARTY TRANSACTIONS The Company, Southwestern Montana Insurance Center, LLC, a Montana limited liability company (the “Subsidiary”), Southwestern Montana Financial Center, Inc., a Montana corporation (the “Seller”), and Julie A. Blockey (the “Holder”, and collectively with the Company, Subsidiary, and Seller, the “Parties”) entered into a purchase agreement on or around April 1, 2019 (the “Purchase Agreement”), whereby the Company purchased the business and certain assets noted within the Purchase Agreement. On September 29, 2023, the Parties entered into a first amendment to the Purchase Agreement (the “First Amendment”). Pursuant to the First Amendment, the Parties agreed to a total remaining balance of $ 500,000 174,610 0.086 2.43 The “Make-Up Amount” means $425,000 minus the Blockey Shares Value (174,610 multiplied by the Nasdaq official closing price of the Common Stock on the Calculation Date) 367,496 190,000 510,485 190,000 condensed consolidated balance sheet as of March 31, 2024. The following table summarizes the loans payable, related parties current and non-current accounts, and the interest expense related parties account as of and for the three-month period ended March 31, 2024 and December 31, 2023, as presented on the condensed consolidated balance sheets and condensed consolidated statements of operations, respectively: SCHEDULE OF LOANS PAYABLE TO RELATED PARTIES Current portion of loans payables, related parties Loans payable, related parties, less current portion Interest expense, related parties Related Party March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 March 31, 2024 March 31, 2023 Loan to Employee $ 14,937 $ 25,708 $ - $ - $ 1,730 $ 1,730 Barra 244,556 233,504 180,837 $ 247,055 19,833 39,747 Fortman 177,183 195,741 600,078 650,473 19,046 - Montana 190,000 - - - - - Total $ 626,676 $ 454,953 $ 780,915 $ 897,528 $ 40,609 $ 41,477 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS On May 14, 2024, the Company entered into a Stock Exchange Agreement to acquire Spetner Associates (“Spetner”), dated as of May 14, 2024 80% 1.00 13,714,286 8,000,000 20% |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), as the same may be amended from time to time. Capitalized terms not defined in this Form 10-Q refer to capitalized terms as defined in the Form 10-K. Certain prior period accounts and balances in these condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Liquidity | Liquidity As of March 31, 2024, the Company’s reported cash and restricted cash aggregated balance was approximately $ 2,113,000 3,411,000 3,531,000 120,000 1,962,000 5,032,000 3,900,000 5,347,000 858,637 Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Cash and Restricted Cash | Cash and Restricted Cash Cash and restricted cash reported on our condensed consolidated balance sheets are reconciled to the total shown on our condensed consolidated statements of cash flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW March 31, 2024 March 31, 2023 Cash $ 680,138 $ 2,116,333 Restricted cash 1,432,847 1,437,961 Total cash and restricted cash $ 2,112,985 $ 3,554,294 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Level 1 — Observable inputs reflecting quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2 — Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3 — Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk. Warrant Liabilities: SCHEDULE OF WARRANT LIABILITY March 31, 2024 December 31, 2023 Stock price $ 0.34 $ 0.54 Volatility 135.00 % 110.00 % Time to expiry 4.74 4.99 Dividend yield 0 % 0 % Risk free rate 4.20 % 3.80 % Warrants measurement input 4.2 % 3.8 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B warrant liabilities Placement agent warrants Total Beginning balance, December 31, 2022 $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss (5,534,931 ) (48,575 ) (5,583,506 ) Warrants exercised or exchanged (580,651 ) - (580,651 ) Ending balance, December 31, 2023 $ 268,668 $ 325 $ 268,993 Balance $ 268,668 $ 325 $ 268,993 Unrealized (gain) loss (95,333 ) - (95,333 ) Warrants exercised or exchanged - - - Ending balance, March 31, 2024 $ 173,335 $ 325 $ 173,660 Balance 173,335 325 173,660 Earn-out liabilities: The following table reconciles fair value of earn-out liabilities for the periods ended March 31, 2024, and December 31, 2023: SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE March 31, 2024 December 31, 2023 Beginning balance – January 1 $ 159,867 $ 2,709,478 Acquisitions and settlements - (3,260,403 ) Period adjustments: Fair value changes included in earnings * 47,761 1,716,873 Earn-out payable in common shares (17,628 ) (159,867 ) Earn-out transferred to loans payable, related parties (190,000 ) (846,214 ) Ending balance - 159,867 Less: Current portion - (159,867 ) Ending balance, less current portion $ - $ - * Recorded in the change in estimated acquisition earn-out payables caption on the condensed consolidated statements of operations. |
Revenue Recognition | Revenue Recognition The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended March 31, 2024 Medical Life Property and Casualty Total EBS $ 229,004 $ 3,700 $ - $ 232,704 USBA 9,758 750 - 10,508 CCS/UIS - - 27,948 27,948 Montana 442,954 1,209 - 444,163 Fortman 292,188 1,782 228,815 522,785 Altruis 2,028,225 6,351 - 2,034,576 Kush 193,807 - - 193,807 Reli Exchange 78,043 42,425 495,479 615,947 Total $ 3,273,979 $ 56,217 $ 752,242 $ 4,082,438 Three Months ended March 31, 2023 Medical Life Property and Casualty Total EBS $ 233,280 $ 4,100 $ - $ 237,380 USBA 11,265 764 - 12,029 CCS/UIS - - 46,770 46,770 Montana 486,009 4,985 - 490,994 Fortman 305,877 393 208,145 514,415 Altruis 1,868,136 - - 1,868,136 Kush 320,175 116 - 320,291 Reli Exchange 71,370 23,381 354,337 449,088 Total $ 3,296,112 $ 33,739 $ 609,252 $ 3,939,103 The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier 2024 2023 Three Months ended March 31, Insurance Carrier 2024 2023 Priority Health 45 % 43 % BlueCross BlueShield 13 % 13 % Insurance carrier 13 % 13 % No other single customer accounted for more than 10 |
Income Taxes | Income Taxes The Company recorded no As of March 31, 2024 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |
SUMMARY OF BUSINESS AND SIGNI_3
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW | Cash and restricted cash reported on our condensed consolidated balance sheets are reconciled to the total shown on our condensed consolidated statements of cash flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW March 31, 2024 March 31, 2023 Cash $ 680,138 $ 2,116,333 Restricted cash 1,432,847 1,437,961 Total cash and restricted cash $ 2,112,985 $ 3,554,294 |
SCHEDULE OF WARRANT LIABILITY | SCHEDULE OF WARRANT LIABILITY March 31, 2024 December 31, 2023 Stock price $ 0.34 $ 0.54 Volatility 135.00 % 110.00 % Time to expiry 4.74 4.99 Dividend yield 0 % 0 % Risk free rate 4.20 % 3.80 % Warrants measurement input 4.2 % 3.8 % |
SCHEDULE OF RECONCILES WARRANT COMMITMENT | The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B warrant liabilities Placement agent warrants Total Beginning balance, December 31, 2022 $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss (5,534,931 ) (48,575 ) (5,583,506 ) Warrants exercised or exchanged (580,651 ) - (580,651 ) Ending balance, December 31, 2023 $ 268,668 $ 325 $ 268,993 Balance $ 268,668 $ 325 $ 268,993 Unrealized (gain) loss (95,333 ) - (95,333 ) Warrants exercised or exchanged - - - Ending balance, March 31, 2024 $ 173,335 $ 325 $ 173,660 Balance 173,335 325 173,660 |
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE | The following table reconciles fair value of earn-out liabilities for the periods ended March 31, 2024, and December 31, 2023: SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE March 31, 2024 December 31, 2023 Beginning balance – January 1 $ 159,867 $ 2,709,478 Acquisitions and settlements - (3,260,403 ) Period adjustments: Fair value changes included in earnings * 47,761 1,716,873 Earn-out payable in common shares (17,628 ) (159,867 ) Earn-out transferred to loans payable, related parties (190,000 ) (846,214 ) Ending balance - 159,867 Less: Current portion - (159,867 ) Ending balance, less current portion $ - $ - * Recorded in the change in estimated acquisition earn-out payables caption on the condensed consolidated statements of operations. |
SCHEDULE OF DISAGGREGATION REVENUE | The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended March 31, 2024 Medical Life Property and Casualty Total EBS $ 229,004 $ 3,700 $ - $ 232,704 USBA 9,758 750 - 10,508 CCS/UIS - - 27,948 27,948 Montana 442,954 1,209 - 444,163 Fortman 292,188 1,782 228,815 522,785 Altruis 2,028,225 6,351 - 2,034,576 Kush 193,807 - - 193,807 Reli Exchange 78,043 42,425 495,479 615,947 Total $ 3,273,979 $ 56,217 $ 752,242 $ 4,082,438 Three Months ended March 31, 2023 Medical Life Property and Casualty Total EBS $ 233,280 $ 4,100 $ - $ 237,380 USBA 11,265 764 - 12,029 CCS/UIS - - 46,770 46,770 Montana 486,009 4,985 - 490,994 Fortman 305,877 393 208,145 514,415 Altruis 1,868,136 - - 1,868,136 Kush 320,175 116 - 320,291 Reli Exchange 71,370 23,381 354,337 449,088 Total $ 3,296,112 $ 33,739 $ 609,252 $ 3,939,103 |
SCHEDULE OF CONCENTRATIONS OF REVENUES | The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier 2024 2023 Three Months ended March 31, Insurance Carrier 2024 2023 Priority Health 45 % 43 % BlueCross BlueShield 13 % 13 % Insurance carrier 13 % 13 % |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF IMPAIRMENT OF GOODWILL | The following table rolls forward the Company’s goodwill balance for the periods ended March 31, 2024, and December 31, 2023, adjusted for discontinued operations. SCHEDULE OF IMPAIRMENT OF GOODWILL Goodwill December 31, 2022 $ 14,287,099 Goodwill impairment recognized as of December 31, 2023 (7,594,000 ) December 31, 2023 6,693,099 March 31, 2024 $ 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 March 31, 2024: 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 1.3 $ 1,807,188 $ (1,408,895 ) $ 398,292 Internally developed software 3.0 1,694,186 (686,798 ) 1,007,388 Customer relationships 6.5 7,372,290 (2,629,691 ) 4,742,599 Purchased software 2.2 564,396 (562,844 ) 1,552 Video production assets - 50,000 (50,000 ) - Non-competition agreements 0.6 3,504,810 (3,043,426 ) 461,384 $ 14,992,869 $ (8,381,654 ) $ 6,611,215 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: 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 |
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS | The following table reflects expected amortization expense as of March 31, 2024, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31, Amortization Expense 2024 (remainder of year) $ 1,225,917 2025 1,395,707 2026 1,146,882 2027 807,363 2028 717,314 Thereafter 1,318,032 Total $ 6,611,215 |
LONG-TERM DEBT AND SHORT-TERM_2
LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG TERM DEBT | The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT March 31, 2024 December 31, 2023 Oak Street Funding LLC Term Loan $ 354,376 $ 369,602 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5 August 2028 9,614 10,069 $ 354,376 $ 369,602 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5 December 2028 11,887 12,525 581,392 604,830 Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0 April 2029 7,365 7,733 671,220 695,758 Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0 May 2029 29,572 31,026 1,697,935 1,758,558 Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0 September 2029 34,029 35,649 2,806,914 2,899,409 Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of Prime Rate plus 2.5 May 2032 171,406 176,762 5,980,359 6,089,580 Long term debt gross 12,092,196 12,417,737 Less: current portion (1,431,875 ) (1,390,766 ) Long-term debt $ 10,660,321 $ 11,026,971 |
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 (remainder of year) $ 1,055,234 2025 1,552,772 2026 1,729,160 2027 1,925,603 2028 2,106,978 Thereafter 3,986,322 Total 12,356,069 Less: debt issuance costs (263,873 ) Total $ 12,092,196 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 March 31, 2023 Three Months Three Months Ended Ended March 31, 2024 March 31, 2023 (Loss) income from continuing operations $ (5,346,663 ) $ 2,983,861 Net (loss) income continuing operations, numerator, basic computation (5,346,663 ) 2,983,861 Recognition and change in fair value of warrant liabilities - (4,266,231 ) Net loss continuing operations, numerator, diluted computation $ (5,346,663 ) $ (1,282,370 ) Weighted average common shares, basic 6,569,019 1,553,953 Effect of series B warrants - 631,894 Weighted average common shares, dilutive 6,569,019 2,185,847 Earnings (loss) per common share – basic $ (0.81 ) $ 1.92 Earnings (loss) per common share – diluted $ (0.81 ) $ (0.59 ) |
SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARE | 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 SHARE March 31, 2024 March 31, 2023 For the Three Months Ended March 31, 2024 March 31, 2023 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’s 882,970 - Shares subject to outstanding Series F warrants - 2,105,264 Shares subject to outstanding Series G warrants 4,210,529 - Shares subject to PA Warrants 52,632 52,632 Shares subject to unvested stock awards 889 7,709 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT | Future minimum lease payments under these operating leases consists of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT Period ending March 31, 2024 Operating Lease Obligations 2024 $ 286,739 2025 119,388 2026 114,572 2027 118,009 2028 121,550 Thereafter - Total undiscounted operating lease payments 760,258 Less: Imputed interest 75,946 Present value of operating lease liabilities $ 684,312 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF EARN-OUT LIABILITY | The following outlines changes to the Company’s earn-out liability balances for the respective periods ended March 31, 2024 and December 31, 2023: SCHEDULE OF EARN-OUT LIABILITY Fortman Montana Altruis Kush Barra Total Ending balance December 31, 2023 $ - $ 159,867 $ - $ - $ - $ 159,867 Changes due to payments - - - - - - Changes due to fair value adjustments - 47,761 - - - 47,761 Payable in Common Stock - (17,628 ) - - - (17,628 ) Transfers to loans payable, related parties* - (190,000 ) - - - (190,000 ) Ending balance March 31, 2024 $ - $ - $ - $ - $ - $ - 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 * The Company modified certain contingent earn-out payables by entering into fixed payment arrangements, thus, remaining open balances are reclassified to the loans payable, related parties account on the consolidated balance sheet as of March 31, 2024 and December 31, 2023, respectively. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF LOANS PAYABLE TO RELATED PARTIES | The following table summarizes the loans payable, related parties current and non-current accounts, and the interest expense related parties account as of and for the three-month period ended March 31, 2024 and December 31, 2023, as presented on the condensed consolidated balance sheets and condensed consolidated statements of operations, respectively: SCHEDULE OF LOANS PAYABLE TO RELATED PARTIES Current portion of loans payables, related parties Loans payable, related parties, less current portion Interest expense, related parties Related Party March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 March 31, 2024 March 31, 2023 Loan to Employee $ 14,937 $ 25,708 $ - $ - $ 1,730 $ 1,730 Barra 244,556 233,504 180,837 $ 247,055 19,833 39,747 Fortman 177,183 195,741 600,078 650,473 19,046 - Montana 190,000 - - - - - Total $ 626,676 $ 454,953 $ 780,915 $ 897,528 $ 40,609 $ 41,477 |
SCHEDULE OF RESTRICTED CASH IN
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Accounting Policies [Abstract] | |||
Cash | $ 680,138 | $ 1,329,016 | $ 2,116,333 |
Restricted cash | 1,432,847 | $ 1,409,895 | 1,437,961 |
Total cash and restricted cash | $ 2,112,985 | $ 3,554,294 |
SCHEDULE OF WARRANT LIABILITY (
SCHEDULE OF WARRANT LIABILITY (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.34 | 0.54 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 135 | 110 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Time to expiry | 4 years 8 months 26 days | 4 years 11 months 26 days |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 4.20 | 3.80 |
SCHEDULE OF RECONCILES WARRANT
SCHEDULE OF RECONCILES WARRANT COMMITMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Offsetting Assets [Line Items] | ||
Balance | $ 268,993 | $ 6,433,150 |
Unrealized (gain) loss | (95,333) | (5,583,506) |
Warrants exercised or exchanged | (580,651) | |
Balance | 173,660 | 268,993 |
Series B Warrant Liabilities [Member] | ||
Offsetting Assets [Line Items] | ||
Balance | 268,668 | 6,384,250 |
Unrealized (gain) loss | (95,333) | (5,534,931) |
Warrants exercised or exchanged | (580,651) | |
Balance | 173,335 | 268,668 |
Placement Agent Warrants [Member] | ||
Offsetting Assets [Line Items] | ||
Balance | 325 | 48,900 |
Unrealized (gain) loss | (48,575) | |
Warrants exercised or exchanged | ||
Balance | $ 325 | $ 325 |
SCHEDULE OF GAIN OR LOSSES RECO
SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | ||
Accounting Policies [Abstract] | |||
Beginning balance – January 1 | $ 159,867 | $ 2,709,478 | |
Acquisitions and settlements | (3,260,403) | ||
Fair value changes included in earnings | [1] | 47,761 | 1,716,873 |
Earn-out payable in common shares | (17,628) | (159,867) | |
Earn-out transferred to loans payable, related parties | (190,000) | (846,214) | |
Ending balance | 159,867 | ||
Less: Current portion | (159,867) | ||
Ending balance, less current portion | |||
[1]Recorded in the change in estimated acquisition earn-out payables caption on the condensed consolidated statements of operations. |
SCHEDULE OF DISAGGREGATION REVE
SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product Information [Line Items] | ||
Total | $ 4,082,438 | $ 3,939,103 |
Employee Benefits Solutions L L C [Member] | ||
Product Information [Line Items] | ||
Total | 232,704 | 237,380 |
U S Benefits Alliance L L C [Member] | ||
Product Information [Line Items] | ||
Total | 10,508 | 12,029 |
Commercial Coverage Solutions L L C [Member] | ||
Product Information [Line Items] | ||
Total | 27,948 | 46,770 |
Southwestern Montana Financial Center Inc [Member] | ||
Product Information [Line Items] | ||
Total | 444,163 | 490,994 |
Fortman Insurance Services L L C [Member] | ||
Product Information [Line Items] | ||
Total | 522,785 | 514,415 |
Altruis Benefits Consulting Inc [Member] | ||
Product Information [Line Items] | ||
Total | 2,034,576 | 1,868,136 |
Kush [Member] | ||
Product Information [Line Items] | ||
Total | 193,807 | 320,291 |
Reli Exchange [Member] | ||
Product Information [Line Items] | ||
Total | 615,947 | 449,088 |
Medical [Member] | Regular [Member] | ||
Product Information [Line Items] | ||
Total | 3,273,979 | 3,296,112 |
Medical [Member] | Regular [Member] | Employee Benefits Solutions L L C [Member] | ||
Product Information [Line Items] | ||
Total | 229,004 | 233,280 |
Medical [Member] | Regular [Member] | U S Benefits Alliance L L C [Member] | ||
Product Information [Line Items] | ||
Total | 9,758 | 11,265 |
Medical [Member] | Regular [Member] | Commercial Coverage Solutions L L C [Member] | ||
Product Information [Line Items] | ||
Total | ||
Medical [Member] | Regular [Member] | Southwestern Montana Financial Center Inc [Member] | ||
Product Information [Line Items] | ||
Total | 442,954 | 486,009 |
Medical [Member] | Regular [Member] | Fortman Insurance Services L L C [Member] | ||
Product Information [Line Items] | ||
Total | 292,188 | 305,877 |
Medical [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member] | ||
Product Information [Line Items] | ||
Total | 2,028,225 | 1,868,136 |
Medical [Member] | Regular [Member] | Kush [Member] | ||
Product Information [Line Items] | ||
Total | 193,807 | 320,175 |
Medical [Member] | Regular [Member] | Reli Exchange [Member] | ||
Product Information [Line Items] | ||
Total | 78,043 | 71,370 |
Life [Member] | Regular [Member] | ||
Product Information [Line Items] | ||
Total | 56,217 | 33,739 |
Life [Member] | Regular [Member] | Employee Benefits Solutions L L C [Member] | ||
Product Information [Line Items] | ||
Total | 3,700 | 4,100 |
Life [Member] | Regular [Member] | U S Benefits Alliance L L C [Member] | ||
Product Information [Line Items] | ||
Total | 750 | 764 |
Life [Member] | Regular [Member] | Commercial Coverage Solutions L L C [Member] | ||
Product Information [Line Items] | ||
Total | ||
Life [Member] | Regular [Member] | Southwestern Montana Financial Center Inc [Member] | ||
Product Information [Line Items] | ||
Total | 1,209 | 4,985 |
Life [Member] | Regular [Member] | Fortman Insurance Services L L C [Member] | ||
Product Information [Line Items] | ||
Total | 1,782 | 393 |
Life [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member] | ||
Product Information [Line Items] | ||
Total | 6,351 | |
Life [Member] | Regular [Member] | Kush [Member] | ||
Product Information [Line Items] | ||
Total | 116 | |
Life [Member] | Regular [Member] | Reli Exchange [Member] | ||
Product Information [Line Items] | ||
Total | 42,425 | 23,381 |
Property and Casualty [Member] | Regular [Member] | ||
Product Information [Line Items] | ||
Total | 752,242 | 609,252 |
Property and Casualty [Member] | Regular [Member] | Employee Benefits Solutions L L C [Member] | ||
Product Information [Line Items] | ||
Total | ||
Property and Casualty [Member] | Regular [Member] | U S Benefits Alliance L L C [Member] | ||
Product Information [Line Items] | ||
Total | ||
Property and Casualty [Member] | Regular [Member] | Commercial Coverage Solutions L L C [Member] | ||
Product Information [Line Items] | ||
Total | 27,948 | 46,770 |
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 L L C [Member] | ||
Product Information [Line Items] | ||
Total | 228,815 | 208,145 |
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 | $ 495,479 | $ 354,337 |
SCHEDULE OF CONCENTRATIONS OF R
SCHEDULE OF CONCENTRATIONS OF REVENUES (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Priority Health [Member] | ||
Product Information [Line Items] | ||
Insurance carrier | 45% | 43% |
Blue Cross Blue Shield [Member] | ||
Product Information [Line Items] | ||
Insurance carrier | 13% | 13% |
SUMMARY OF BUSINESS AND SIGNI_4
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||
Cash and restricted cash | $ 2,113,000 | |||
Assets current | 3,410,654 | $ 4,379,032 | ||
Liabilities current | 3,530,629 | 3,189,851 | ||
Working capital deficiency | 120,000 | |||
Stockholders equity | 1,961,510 | $ 12,235,614 | $ 7,147,330 | $ 8,911,039 |
Operating income loss | 5,031,721 | 1,004,924 | ||
Impairment losses | 3,922,110 | |||
Net loss | 5,347,000 | |||
Aggregate offering price | 858,637 | |||
Income tax benefit | $ 0 | $ 0 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 10% | 10% |
SCHEDULE OF IMPAIRMENT OF GOODW
SCHEDULE OF IMPAIRMENT OF GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill Beginning | $ 14,287,099 | |
Goodwill impairment loss | (7,594,000) | |
Goodwill Ending | 6,693,099 | |
Goodwill Ending | $ 6,693,099 | $ 6,693,099 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 14,992,869 | $ 19,750,417 |
Accumulated Amortization | (8,381,654) | (8,707,660) |
Net Carrying Amount | $ 6,611,215 | $ 11,042,757 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 1 year 3 months 18 days | 1 year 6 months |
Gross Carrying Amount | $ 1,807,188 | $ 1,807,189 |
Accumulated Amortization | (1,408,895) | (1,320,939) |
Net Carrying Amount | $ 398,292 | $ 486,250 |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 3 years | 3 years 2 months 12 days |
Gross Carrying Amount | $ 1,694,186 | $ 1,798,922 |
Accumulated Amortization | (686,798) | (650,029) |
Net Carrying Amount | $ 1,007,388 | $ 1,148,893 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 6 years 6 months | 8 years |
Gross Carrying Amount | $ 7,372,290 | $ 11,922,290 |
Accumulated Amortization | (2,629,691) | (3,193,629) |
Net Carrying Amount | $ 4,742,599 | $ 8,728,661 |
Purchased Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period | 2 years 2 months 12 days | 3 months 18 days |
Gross Carrying Amount | $ 564,396 | $ 667,206 |
Accumulated Amortization | (562,844) | (618,418) |
Net Carrying Amount | 1,552 | 48,788 |
Video Production Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
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 | 7 months 6 days | 10 months 24 days |
Gross Carrying Amount | $ 3,504,810 | $ 3,504,810 |
Accumulated Amortization | (3,043,426) | (2,874,645) |
Net Carrying Amount | $ 461,384 | $ 630,165 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 (remainder of year) | $ 1,225,917 | |
2025 | 1,395,707 | |
2026 | 1,146,882 | |
2027 | 807,363 | |
2028 | 717,314 | |
Thereafter | 1,318,032 | |
Total | $ 6,611,215 | $ 11,042,757 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets accumulated amortization asset | $ (8,381,654) | $ (8,707,660) | |
Asset impairment charge | 3,922,110 | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets accumulated amortization asset | (2,629,691) | (3,193,629) | |
Customer Relationships [Member] | Discontinued Operations [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets accumulated amortization asset | 3,802,438 | ||
Developed Technology Rights [Member] | Discontinued Operations [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets accumulated amortization asset | 65,411 | ||
Purchased Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets accumulated amortization asset | (562,844) | $ (618,418) | |
Purchased Software [Member] | Discontinued Operations [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets accumulated amortization asset | $ 54,261 |
SCHEDULE OF LONG TERM DEBT (Det
SCHEDULE OF LONG TERM DEBT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Long term debt gross | $ 12,092,196 | $ 12,417,737 |
Less: current portion | (1,431,875) | (1,390,766) |
Long-term debt | 10,660,321 | 11,026,971 |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 671,220 | 695,758 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 1,697,935 | 1,758,558 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 2,806,914 | 2,899,409 |
Barra [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 5,980,359 | 6,089,580 |
EBS and USBA [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | 354,376 | 369,602 |
CCS [Member] | ||
Line of Credit Facility [Line Items] | ||
Long term debt gross | $ 581,392 | $ 604,830 |
SCHEDULE OF LONG TERM DEBT (D_2
SCHEDULE OF LONG TERM DEBT (Details) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
SWMT [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2% | |
Maturity date | April 2029 | |
Net of deferred financing cost | $ 7,365 | $ 7,733 |
FIS [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2% | |
Maturity date | May 2029 | |
Net of deferred financing cost | $ 29,572 | 31,026 |
ABC [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2% | |
Maturity date | September 2029 | |
Net of deferred financing cost | $ 34,029 | 35,649 |
Barra [Member] | ||
Line of Credit Facility [Line Items] | ||
Variable interest of prime rate plus | 2.50% | |
Maturity date | May 2032 | |
Net of deferred financing cost | $ 171,406 | 176,762 |
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 | $ 9,614 | 10,069 |
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 | $ 11,887 | $ 12,525 |
SCHEDULE OF CUMULATIVE MATURITI
SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 (remainder of year) | $ 1,055,234 | |
2025 | 1,552,772 | |
2026 | 1,729,160 | |
2027 | 1,925,603 | |
2028 | 2,106,978 | |
Thereafter | 3,986,322 | |
Total | 12,356,069 | |
Less: debt issuance costs | (263,873) | |
Total | $ 12,092,196 | $ 12,417,737 |
LONG-TERM DEBT AND SHORT-TERM_3
LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Debt Instrument, Interest Rate, Stated Percentage | 0% | 12.75% |
Outstanding short-term financings | $ 12,000 | $ 56,000 |
WARRANT LIABILITIES (Details Na
WARRANT LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 30, 2024 | |
Offsetting Assets [Line Items] | ||||
Warrant commitment unrealized | $ (95,333) | $ (5,583,506) | ||
Series B Warrant Liability [Member] | ||||
Offsetting Assets [Line Items] | ||||
Warrant exercise price | $ 0.63 | |||
Warrant commitment unrealized | $ 95,333 | $ 4,266,231 | ||
Series B Warrant Liability [Member] | Subsequent Event [Member] | ||||
Offsetting Assets [Line Items] | ||||
Warrant exercise price | $ 0.26 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | |||||
Feb. 15, 2024 | May 17, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |||||
Common stock, par value | $ 0.086 | $ 0.086 | |||||
Common stock, shares outstanding | 5,692,387 | 4,761,974 | |||||
Shares issued in private placement | $ 124,649 | ||||||
General and Administrative Expense [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock compensation expense | $ 18,566 | $ 43,797 | |||||
ATM Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares issued in private placement | $ 858,637 | ||||||
Series G Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant exercise price | $ 0.6562 | ||||||
Series G Warrants [Member] | ATM Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrant exercise price | $ 0.26 | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period shares new issues | 187,614 | ||||||
Share conversions | 723,264 | ||||||
Equity based compensation | 19,535 | ||||||
Remaining share outstanding | 5,692,387 | 1,566,048 | 4,761,974 | 1,219,573 | |||
Shares issued in private placement | $ 16,135 | ||||||
Common Stock [Member] | ATM Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period shares new issues | 187,614 | ||||||
Sale of stock, price per share | $ 0.6891 | ||||||
Receiving proceeds, net | $ 4,636 | ||||||
Agent commissions | 124,649 | ||||||
Sale of stock, consideration received on transaction | $ 729,352 | ||||||
Common Stock [Member] | Subsequent Event [Member] | ATM Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Receiving proceeds, net | $ 15,905 | ||||||
Agent commissions | 385,052 | ||||||
Sale of stock, consideration received on transaction | $ 328,395 | ||||||
Sale of stock, number of shares issued in transaction | 1,320,829 | ||||||
Common Stock [Member] | Investor [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period shares new issues | 723,264 | ||||||
Share conversions | 723,264 | ||||||
Remaining share outstanding | 1,011,000 | ||||||
Common Stock [Member] | Investor [Member] | Subsequent Event [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Remaining share outstanding | 1,011,000 |
SCHEDULE OF CALCULATIONS OF BAS
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
(Loss) income from continuing operations | $ (5,346,663) | $ 2,983,861 |
Net (loss) income continuing operations, numerator, basic computation | (5,346,663) | 2,983,861 |
Recognition and change in fair value of warrant liabilities | (4,266,231) | |
Net loss continuing operations, numerator, diluted computation | $ (5,346,663) | $ (1,282,370) |
Weighted average common shares, basic | 6,569,019 | 1,553,953 |
Effect of series B warrants | 631,894 | |
Weighted average common shares, dilutive | 6,569,019 | 2,185,847 |
Earnings (loss) per common share – basic | $ (0.81) | $ 1.92 |
Earnings (loss) per common share – diluted | $ (0.81) | $ (0.59) |
SCHEDULE OF DILUTIVE NET LOSS P
SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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 PA Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 882,970 | |
Series F Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 2,105,264 | |
Series G Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 4,210,529 | |
Placement Agent Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 52,632 | 52,632 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares subject to unvested stock awards | 889 | 7,709 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details) | Mar. 31, 2024 USD ($) |
Leases | |
2024 | $ 286,739 |
2025 | 119,388 |
2026 | 114,572 |
2027 | 118,009 |
2028 | 121,550 |
Thereafter | |
Total undiscounted operating lease payments | 760,258 |
Less: Imputed interest | 75,946 |
Present value of operating lease liabilities | $ 684,312 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Lease expense | $ 104,956 | $ 161,614 |
Weighted average remaining lease term | 3 years 11 months 1 day | |
Weighted average discount rate | 5.98% |
SCHEDULE OF EARN-OUT LIABILITY
SCHEDULE OF EARN-OUT LIABILITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | ||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | $ 159,867 | $ 2,709,478 | |
Payments | (3,260,403) | ||
Estimate & fair value adjustments | 47,761 | 1,716,873 | |
Payable in Common Stock | (17,628) | (159,867) | |
Transfers to loans payable, related parties | [1] | (190,000) | |
Ending balance | 159,867 | ||
Reclass to loans payable, related parties | [1] | (846,214) | |
Fortman Insurance Agency LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | 667,000 | ||
Payments | (1,433,700) | ||
Estimate & fair value adjustments | 1,612,914 | ||
Payable in Common Stock | |||
Transfers to loans payable, related parties | [1] | ||
Ending balance | |||
Reclass to loans payable, related parties | [1] | (846,214) | |
Southwestern Montana Insurance Center Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | 159,867 | 500,001 | |
Payments | (750,001) | ||
Estimate & fair value adjustments | 47,761 | 569,734 | |
Payable in Common Stock | (17,628) | (159,867) | |
Transfers to loans payable, related parties | [1] | (190,000) | |
Ending balance | 159,867 | ||
Reclass to loans payable, related parties | [1] | ||
Altruis Benefits Consultants Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | 834,943 | ||
Payments | (929,168) | ||
Estimate & fair value adjustments | 94,225 | ||
Payable in Common Stock | |||
Transfers to loans payable, related parties | [1] | ||
Ending balance | |||
Reclass to loans payable, related parties | [1] | ||
JP Kush And Associates Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | 147,534 | ||
Payments | (147,534) | ||
Estimate & fair value adjustments | |||
Payable in Common Stock | |||
Transfers to loans payable, related parties | [1] | ||
Ending balance | |||
Reclass to loans payable, related parties | [1] | ||
Barra [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance – January 1 | 560,000 | ||
Payments | |||
Estimate & fair value adjustments | (560,000) | ||
Payable in Common Stock | |||
Transfers to loans payable, related parties | [1] | ||
Ending balance | |||
Reclass to loans payable, related parties | [1] | ||
[1]The Company modified certain contingent earn-out payables by entering into fixed payment arrangements, thus, remaining open balances are reclassified to the loans payable, related parties account on the consolidated balance sheet as of March 31, 2024 and December 31, 2023, respectively. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Legal contingencies | $ 0 | $ 0 |
SCHEDULE OF LOANS PAYABLE TO RE
SCHEDULE OF LOANS PAYABLE TO RELATED PARTIES (Details) - Related Party [Member] - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Current portion of loans payables, related parties | $ 626,676 | $ 454,953 | |
Loans payable, related parties, less current portion | 780,915 | 897,528 | |
Interest related parties | 40,609 | $ 41,477 | |
Loan To Employee [Member] | |||
Related Party Transaction [Line Items] | |||
Current portion of loans payables, related parties | 14,937 | 25,708 | |
Loans payable, related parties, less current portion | |||
Interest related parties | 1,730 | 1,730 | |
Barra [Member] | |||
Related Party Transaction [Line Items] | |||
Current portion of loans payables, related parties | 244,556 | 233,504 | |
Loans payable, related parties, less current portion | 180,837 | 247,055 | |
Interest related parties | 19,833 | 39,747 | |
Fortman Insurance Agency LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Current portion of loans payables, related parties | 177,183 | 195,741 | |
Loans payable, related parties, less current portion | 600,078 | 650,473 | |
Interest related parties | 19,046 | ||
Southwestern Montana Insurance Center Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Current portion of loans payables, related parties | 190,000 | ||
Loans payable, related parties, less current portion | |||
Interest related parties |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Apr. 30, 2024 | Mar. 29, 2024 | Sep. 29, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||
Remaining balance | $ 159,867 | $ 2,709,478 | |||||
Common stock, par value | $ 0.086 | $ 0.086 | |||||
Cash | $ 680,138 | $ 1,329,016 | $ 2,116,333 | ||||
Stock issued during period, value, new issues | 124,649 | ||||||
Assets [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Cash | $ 190,000 | ||||||
Employee [Member] | Purchase Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Remaining balance | $ 500,000 | ||||||
Agreed to issued shares | 174,610 | ||||||
Common stock, par value | $ 2.43 | $ 0.086 | |||||
Related party transaction, description of transaction | The “Make-Up Amount” means $425,000 minus the Blockey Shares Value (174,610 multiplied by the Nasdaq official closing price of the Common Stock on the Calculation Date) | ||||||
Employee [Member] | Purchase Agreement [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Other liabilities, current | $ 367,496 | ||||||
Cash | 190,000 | ||||||
Stock issued during period, value, new issues | $ 510,485 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Stock Exchange Agreement [Member] - Spetner Associates [Member] | May 14, 2024 USD ($) $ / shares |
Subsequent Event [Line Items] | |
Date of acquisition agreement | May 14, 2024 |
Acquire percent of issued and outstanding shares of common stock | 80% |
Common stock, par value | $ / shares | $ 1 |
Consideration transferred | $ 137,142.86 |
Paid in cash | $ 80,000 |
Sole option to acquire remaining percent of common stock | 20% |