RELI Reliance Global Group Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

Commission File Number: 001-40020

 

RELIANCE GLOBAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Florida		46-3390293
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

300 Blvd. of the Americas, Suite 105 Lakewood, NJ 08701

(Address of principal executive offices) (Zip Code)

 

732-380-4600

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		RELI		The Nasdaq Capital Market
Series A Warrants		RELIW		The Nasdaq Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

Yes ☐ No ☒

 

At August 10, 2023, the registrant had 2,126,348 shares of common stock, par value $0.086 per share, outstanding.

 

 

 

TABLE OF CONTENTS

 

PART I
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	28
Item 4. Controls and Procedures.	29
PART II
Item 1. Legal Proceedings.	29
Item 1A. Risk Factors.	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	29
Item 3. Defaults Upon Senior Securities.	30
Item 4. Mine Safety Disclosures.	30
Item 5. Other Information.	30
Item 6. Exhibits	30

 

 

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

		June 30 2023				December 31, 2022
		June 30, 2023				December 31, 2022
Assets
Current assets:
Cash		$	1,274,743			$	505,410
Restricted cash			1,405,513				1,404,359
Accounts receivable			978,877				994,321
Accounts receivable, related parties			19,364				18,292
Other receivables			2,900,648				11,464
Prepaid expense and other current assets			553,122				245,535
Current Assets - Discontinued Operations			-				85,998
Total current assets			7,132,267				3,265,379
Property and equipment, net			149,084				162,767
Right-of-use assets			976,020				1,018,952
Investment in NSURE, Inc.			-				900,000
Intangibles, net			12,308,697				13,439,369
Goodwill			14,287,099				14,287,099
Other non-current assets			23,284				23,284
Other Assets - Discontinued Operations			-				5,330,879
Total assets		$	34,876,451			$	38,427,729
Current liabilities:
Accounts payable and other accrued liabilities		$	911,247			$	951,382
Short term financing agreements			195,024				154,017
Current portion of loans payables, related parties			872,249				1,422,249
Other payables			217,101				101,113
Current portion of long-term debt			1,329,121				1,118,721
Current portion of leases payable			370,855				339,937
Earn-out liability, current portion			969,000				2,153,478
Current Liabilities - Discontinued Operations			-				1,600,636
Total current liabilities			4,864,597				7,841,533
Loans payable, related parties, less current portion			307,394				122,266
Convertible debt, related parties, less current portion			570,000				1,500,000
Long term debt, less current portion			11,711,780				12,349,673
Leases payable, less current portion			635,863				714,068
Earn-out liability, less current portion			-				556,000
Warrant liabilities			3,759,428				6,433,150
Noncurrent Liabilities - Discontinued Operations			-				-
Total liabilities			21,849,062				29,516,690
Stockholders’ equity:
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively			-				-
Common stock, $0.086 par value; 133,333,333 shares authorized and 2,053,084 and 1,219,573 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively			176,546				104,883
Additional paid-in capital			42,686,651				35,798,139
Accumulated deficit			(29,835,808	)			(26,991,983	)
Total stockholders’ equity			13,027,389				8,911,039
Total liabilities and stockholders’ equity		$	34,876,451			$	38,427,729

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

		Three months ended				Three months ended				Six months ended				Six months ended
		June 30, 2023				June 30, 2022				June 30, 2023				June 30, 2022
Revenue
Commission income		$	3,195,905				2,847,149			$	7,135,008				5,905,846
Total revenue			3,195,905				2,847,149				7,135,008				5,905,846
Operating expenses
Commission expense			822,274				662,932				1,905,600				1,448,543
Salaries and wages			1,742,697				1,637,412				3,454,794				3,269,225
General and administrative expenses			1,703,811				1,630,169				3,062,066				3,963,964
Marketing and advertising			109,860				(4,844	)			246,432				84,686
Depreciation and amortization			655,449				694,440				1,309,227				1,263,440
Total operating expenses			5,034,091				4,620,109				9,978,119				10,029,858
Loss from operations			(1,838,186	)			(1,772,960	)			(2,843,111	)			(4,124,012	)
Other (expense) income
Interest expense			(370,905	)			(194,929	)			(722,462	)			(305,095	)
Interest expense, related parties			(51,153	)			(1,729	)			(92,629	)			(3,460	)
Other expense, net			(16,979	)			(3,605	)			(13,297	)			541
recognition and change in fair value of warrant liabilities			(1,592,509	)			12,633,251				2,673,723				24,479,215
Total other (expense) income			(2,031,546	)			12,432,988				1,845,335				24,171,201
(Loss) income from continuing operations before tax		$	(3,869,732	)			10,660,028			$	(997,776	)			20,047,189
Income (loss) from discontinued operations before tax			2,814,445				(164,337	)			(1,846,048	)			(211,497	)
Net (loss) income			(1,055,287	)			10,495,691				(2,843,824	)			19,835,692
Basic (loss) earnings per share
Continuing operations		$	(1.42	)		$	9.97			$	(0.47	)		$	12.80
Discontinued operations		$	1.03			$	(0.15	)		$	(0.86	)		$	(0.21	)
Basic (loss) earnings per share		$	(0.39	)		$	9.82			$	(1.33	)		$	12.59
Diluted (loss) earnings per share
Continuing operations		$	(1.42	)		$	8.74			$	(0.47	)		$	(12.65	)
Discontinued operations		$	1.03			$	(0.13	)		$	(0.86	)		$	(0.19	)
Diluted (loss) earnings per share		$	(0.39	)		$	8.61			$	(1.33	)		$	(12.84	)
Weighted average number of shares outstanding - Basic			2,716,512				1,069,157				2,138,444				1,025,108
Weighted average number of shares outstanding - Diluted			2,716,512				1,219,224				2,138,444				1,068,236

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

 

		Reliance Global Group, Inc.
		Preferred stock								Common stock								Common stock issuable								Additional paid-in				Subscription				Accumulated
		Shares				Amount				Shares				Amount				Shares				Amount				capital				Receivable				Deficit				Total
Balance, December 31, 2022			-			$	-				1,219,573			$	104,883				-			$	-			$	35,798,139			$	-			$	(26,991,983	)			8,911,039
Common shares issued for earnout liabilities			-				-				109,358				9,404				-				-				973,074				-				-				982,478
Conversion of convertible debt, related parties			-				-				66,743				5,740				-				-				639,260				-				-				645,000
Round up of shares due to reverse split			-				-				15,336				1,300				-				-				(5,946	)			-				-				(4,646	)
Shares issued in 2023 private placement			-				-				155,038				13,333				-				-				3,433,151				-				-				3,446,484
Share based compensation			-				-				-				-				-				-				43,797				-				-				43,797
Net loss			-				-				-				-				-				-				-				-				(1,788,538	)			(1,788,538	)
Balance, March 31, 2023			-				-				1,566,048				134,660				-				-				40,881,475				-				(28,780,521	)			12,235,614
Common shares issued for services			-				-				112,557				9,681				-				-				368,314				-				-				377,995
Common shares issued for earnout liabilities			-				-				352,260				30,294				-				-				1,403,406				-				-				1,433,700
Shares issued for vested stock awards			-				-				22,219				1,911				-				-				(1,911	)			-				-				-
Share based compensation			-				-				-				-				-				-				35,367				-				-				35,367
Net loss			-				-				-				-				-				-				-				-				(1,055,287	)			(1,055,287	)
Balance, June 30, 2023			-				-				2,053,084				176,546				-				-				42,686,651				-				(29,835,808	)			13,027,389

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

 

		Reliance Global Group, Inc.
		Preferred stock								Common stock								Common stock issuable								Additional paid-in				Subscription				Accumulated
		Shares				Amount				Shares				Amount				Shares				Amount				capital				Receivable				Deficit				Total
Balance, December 31, 2021			-			$	-				730,407			$	62,815				-			$	-			$	27,329,201			$	(20,000,000	)		$	(33,458,145	)		$	(26,066,129	)
Share based compensation			-				-				-				-				-				-				739,960				-				-				739,960
Shares issued due to private placement			9,076				781				178,059				15,313				-				-				(16,043	)			20,000,000				-				20,000,051
Shares issued pursuant to acquisition of Medigap			-				-				40,402				3,475				-				-				4,759,976				-				-				4,763,451
Exercise of Series A warrants			-				-				25,000				2,150				-				-				2,472,850				-				-				2,475,000
Issuance of prefunded Series C Warrants in exchange for common shares			-				-				(218,462	)			(18,788	)			-				-				18,788				-				-				-
Shares issued for vested stock awards			-				-				400				34				-				-				(34	)			-				-				-
Net income			-				-				-				-				-				-				-				-				9,340,000				9,340,000
Balance, March 31, 2022			9,076			$	781				755,807			$	64,999				0			$	-			$	35,304,698			$	-			$	(24,118,145	)		$	11,252,333
Balance			9,076			$	781				755,807			$	64,999				0			$	-			$	35,304,698			$	-			$	(24,118,145	)		$	11,252,333
Share based compensation			-				-				-				-				-				-				179,083				-				-				179,083
Exercise of Series C warrants into common shares			-				-				218,462				18,788				-				-				(17,452	)			-				-				1,336
Net Income			-				-												-				-								-				10,495,691				10,495,691
Balance, June 30, 2022			9,076				781				974,269				83,787				-				-				35,466,329				-				(13,622,454	)			21,928,443
Balance			9,076				781				974,269				83,787				-				-				35,466,329				-				(13,622,454	)			21,928,443

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

Reliance Global Group, Inc. and Subsidiaries and Predecessor

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		2023				2022
		Six months ended June 30,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income		$	(2,843,824	)		$	19,835,692
Adjustment to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization			1,309,227				1,263,440
Amortization of debt issuance costs and accretion of debt discount			23,442				18,291
Non-cash lease expense			(4,355	)			17,637
Stock compensation expense			79,164				919,043
Common stock issued in lieu of services performed			377,995				-
Earn-out fair value and write-off adjustments			1,019,925				354,963
Change in fair value of warrant liability			(2,673,723	)			(24,479,215	)
Change in operating assets and liabilities:
Accounts payables and other accrued liabilities			(40,135	)			(1,853,366	)
Accounts receivable			15,444				142,825
Accounts receivable, related parties			(1,072	)			(47,283	)
Other receivables			10,816				7,030
Other payables			115,988				126,984
Other non-current assets			-				(6,493	)
Prepaid expense and other current assets			(303,322	)			2,173,810
Net cash used in operating activities			(2,914,430	)			(1,526,642	)
Net cash adjustments for discontinued operating activities			907,329				215,231
Net cash used in discontinued and continuing operating activities			(2,007,101	)			(1,311,411	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investment in NSURE			900,000
Purchase of property and equipment			(13,010	)			(11,959	)
Business acquisitions, net of cash acquired			-				(6,000,000	)
Purchase of intangibles			(151,862	)			(5,096,885	)
Net cash provided by (used in) investing activities			735,128				(11,108,844	)
Net cash adjustments for discontinued investing activities			-				(13,517,085	)
Net cash provided by (used in) discontinued and continuing investing activities			735,128				(24,625,929	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments of debt			(450,935	)			(447,908	)
Debt issuance costs			-				(214,257	)
Proceeds from loan for business acquisition			-				6,520,000
Issuance of common shares in exchange for Series C warrants			-				1,336
Payments of loans payable, related parties			(649,870	)			(21,541	)
Earn-out liability			(344,225	)			(411,408	)
Exercise of warrants into common stock			-				2,475,000
Principal repayments on short term financing			58,707				(40,552	)
Private placement of shares and warrants			3,446,484				17,853,351
Net cash provided by continuing financing activities			2,060,161				25,714,021
Net cash used in discontinued financing activities			(17,701	)			-
Total net cash provided by continuing and discontinued financing activities			2,042,460				25,714,021
Net increase (decrease) in cash and restricted cash			770,487				(223,319	)
Cash and restricted cash at beginning of year			1,909,769				4,620,722
Cash and restricted cash at end of year		$	2,680,256			$	4,397,403
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS:
Common stock issuance to settle earn-out liabilities		$	2,416,178				-

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

Reliance Global Group, Inc. and Subsidiaries

Notes to the Unaudited Condensed Consolidated Financial Statements

 

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 of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation.

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

 

Liquidity

 

As of June 30, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $2,680,000, current assets were approximately $7,132,000, while current liabilities were approximately $4,865,000. As of June 30, 2023, the Company had positive working capital of approximately $2,268,000 and stockholders’ equity of approximately $13,027,000. For the six months ended June 30, 2023, the Company reported loss from operations of approximately $2,843,000, a non-cash, non-operating gain on the recognition and change in fair value of warrant liabilities of approximately $2,674,000, resulting in net loss from continuing operations of approximately $998,000, a net loss from discontinued operations of approximately $1,846,000, resulting in an overall net loss of approximately $2,844,000. The Company completed a capital offering in March 2023, raising net proceeds of approximately $3,446,000.

 

Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”).

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.

 

Cash and Restricted Cash

 

Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows:

SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW 

		June 30, 2023				June 30, 2022
Cash		$	1,274,743			$	2,979,769
Restricted cash			1,405,513				1,417,634
Total cash and restricted cash		$	2,680,256			$	4,397,403

 

8

 

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: The Company re-measures fair value of its Level 3 warrant liabilities at the balance sheet date, using a binomial option pricing model. The following summarizes the significant unobservable inputs:

SCHEDULE OF EARN OUT LIABILITY 

		June 30, 2023				December 31, 2022
Stock price		$	4.71			$	8.55
Volatility			105.0	%			105.0	%
Time to expiry			3.51				4.01
Dividend yield			0	%			0	%
Risk free rate			4.4	%			4.1	%

 

The following reconciles fair value of the liability classified warrants:

SCHEDULE OF RECONCILES WARRANT COMMITMENT 

		Series B Warrant Commitment				Series B Warrant Liabilities				Placement Agent Warrants				Total
Beginning balance, December 31, 2022		$	-			$	6,384,250			$	48,900			$	6,433,150
Unrealized (gain) loss			-				(4,226,950	)			(39,281	)			(4,266,231	)
Ending balance, March 31, 2023			-				2,157,300				9,619				2,166,919
Beginning balance,			-				2,157,300				9,619				2,166,919
Unrealized (gain) loss			-				1,584,684				7,825				1,592,509
Ending balance, June 30, 2023		$	-			$	3,741,984			$	17,444			$	3,759,428
Ending balance		$	-			$	3,741,984			$	17,444			$	3,759,428

 

Earn-out liabilities: The Company generally values its Level 3 earn-out liabilities using the income valuation approach. Key valuation inputs include contingent payment arrangement terms, projected revenues and cash flows, rate of return, and probability assessments. The following table summarizes the significant unobservable inputs used in the fair value measurements:

SCHEDULE OF FAIR VALUE MEASUREMENTS 

		June 30, 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 Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs:

SCHEDULE OF EARN OUT LIABILITY 

		June 30, 2023
WACC Risk Premium:			14.0	%
Volatility			50.0	%
Credit Spread:			9.6	%
Payment Delay (days)			90
Risk free rate			USD Yield Curve
Discounting Convention:			Mid-period
Number of Iterations			100,000

 

9

 

Undiscounted remaining earn out payments were approximately $1,147,000 as of June 30, 2023. The following table reconciles fair value of earn-out liabilities for the periods ended June 30, 2023, and December 31, 2022:

SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE 

		June 30, 2023				December 31, 2022
Beginning balance – January 1		$	2,709,478			$	3,813,878
Acquisitions and settlements			(2,760,403	)			(1,104,925	)
Period adjustments:
Fair value changes included in earnings*			1,019,925				525
Ending balance			969,000				2,709,478
Less: Current portion			(969,000	)			(2,153,478	)
Ending balance, less current portion		$	-			$	556,000

 

*	Recorded as a reduction to general and administrative expenses

 

Revenue Recognition

 

The following table disaggregates the Company’s revenue by line of business, showing commissions earned:

SCHEDULE OF DISAGGREGATION REVENUE 

Three Months ended June 30, 2023		Medical				Life				Property and Casualty				Total
Regular
EBS		$	206,668			$	4,471			$	-			$	211,139
USBA			11,426				658				-				12,084
CCS/UIS			-				-				73,402				73,402
Montana			444,783				3,350				-				448,133
Fortman			288,902				1,680				227,176				517,758
Altruis			1,200,537				-				-				1,200,537
Kush			322,188				-				-				322,188
Barra			52,209				61,821				296,634				410,664
Total		$	2,526,713			$	71,980			$	597,212			$	3,195,905

 

Six Months ended June 30, 2023		Medical				Life				Property and Casualty				Total
Regular
EBS		$	439,949			$	8,571			$	-			$	448,520
USBA			22,689				1,423				-				24,112
CCS/UIS			-				-				120,172				120,172
Montana			930,792				8,335				-				939,127
Fortman			596,557				2,073				433,544				1,032,174
Altruis			3,068,673				-				-				3,068,673
Kush			642,479				-				-				642,479
Barra			121,319				85,202				653,230				859,751
Total		$	5,822,458			$	105,604			$	1,206,946			$	7,135,008

 

10

 

Three Months ended June 30, 2022		Medical				Life				Property and Casualty				Total
Regular
EBS		$	178,936			$	5,915			$	-			$	184,851
USBA			12,319				-				-				12,319
CCS/UIS			-				-				57,195				57,195
Montana			450,742				963				-				451,705
Fortman			357,334				-				205,804				563,138
Altruis			881,337				834				-				882,171
Kush			425,449				-				-				425,449
Reli Exchange			47,661				22,263				200,397				270,321
Total		$	2,353,778			$	29,975			$	463,396			$	2,847,149

 

Six Months ended June 30, 2022		Medical				Life				Property and Casualty				Total
Regular
EBS		$	399,547			$	6,488			$	-			$	406,035
USBA			25,906				-				-				25,906
CCS/UIS			-				-				101,077				101,077
Montana			956,329				2,097				-				958,426
Fortman			687,060				2,873				403,064				1,092,997
Altruis			2,184,367				2,676				-				2,187,043
Kush			864,040				-				-				864,040
Reli Exchange			47,662				22,263				200,397				270,322
Total		$	5,164,911			$	36,397			$	704,538			$	5,905,846

 

The following are customers representing 10% or more of total revenue:

SCHEDULE OF CONCENTRATIONS OF REVENUES 

		For the three months ended June 30,
Insurance Carrier		2023				2022
Priority Health			28	%			30	%
BlueCross BlueShield			12	%			13	%
Insurance Carrier			12	%			13	%

 

		For the six months ended June 30,
Insurance Carrier		2023				2022
Priority Health			37	%			36	%
BlueCross BlueShield			13	%			14	%
Insurance Carrier			37	%			36	%

 

No other single customer accounted for more than 10% of the Company’s commission revenues during the three and six months ended June 30, 2023 and 2022. The loss of any significant customer could have a material adverse effect on the Company. Customers from 2022 were adjusted to reflect percentages of revenue from continued operations.

 

11

 

Income Taxes

 

The Company recorded no income tax expense for the three and six months ended June 30, 2023 and 2022 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.

 

As of June 30, 2023 and December 31, 2022, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.

 

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, as well as, its short-term financing arrangement of $29,500, and each are respectively classified in the intangible assets and short term financing agreements accounts in the condensed consolidated balance sheets for the periods ended June 30, 2023 and December 31, 2022. These assets have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. Medigap’s remaining assets were considered to have no remaining asset value and were fully impaired. Certain liabilities and estimated liabilities as outlined in the tables herein, were discharged and/or written-off in conjunction with the Settlement Agreement (as defined below) because of them having a net zero dollar estimated liability value. Accordingly, the Company recognized a net of estimated liability adjustments gain of approximately $10,000, and loss of approximately $4,400,000, presented in income (loss) from discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2023 respectively. As part of the abandonment, the Company cancelled third party contracts, settled outstanding vendor and other third-party obligations, ceased to enter into new customer contracts via Medigap, and no further customer performance obligations existed. The Company does not expect further continuing involvement with Medigap, and in accordance with ASC 205-20-45-9, no corporate overhead has been allocated to discontinued operations.

 

Settlement Agreement

 

On June 30, 2023, the Company entered into a confidential settlement agreement and mutual release (the “Settlement Agreement”) with certain Medigap affiliated entities and persons, and the former owners of Medigap, whereby the Company would receive a settlement payment of $2,900,000 and was released from all past and future Medigap obligations and liabilities. The settlement payment was received in full by the Company in July 2023 and is recorded as income from discontinued operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2023.

 

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

		June 30, 2023				December 31, 2022
Accounts receivable			-			$	73,223
Accounts receivable, related parties			-				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

 

12

 

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 June 30, 2023
Accounts receivable		$	56,398			$	-			$	(56,398	)		$	-
Accounts receivable, related party			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.

 

13

 

The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations.

 

		Three Months Ended June 30, 2023				Three Months Ended June 30, 2022				Six Months Ended June 30, 2023				Six Months Ended June 30, 2022				Three Months Ended June 30, 2023
Income
Commission income		$	11,025			$	1,359,976			$	744,030			$	2,537,061
Expenses
Commission expense			5,491				187,196				110,639				305,740
Salaries and wages			53,508				539,380				454,823				989,743
General and administrative expenses			10,612				129,048				129,348				248,323
Marketing and advertising			36,544				614,226				426,819				1,111,719
Depreciation and amortization			-				61,964				7,283				100,488
Other expenses (income)			267				(7,500	)			(3,902	)			(7,456	)
Total discontinued operations expenses before impairments and write-offs			106,422				1,524,314				1,125,010				2,748,557
Total discontinued operations income / (loss) before impairments and write-offs		$	(95,397	)		$	(164,338	)		$	(380,980	)		$	(211,496	)
Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities
Settlement Recovery		$	2,900,000				-			$	2,900,000
Asset impairment losses
Accounts receivable			-				-				(56,398	)			-
Accounts receivable, related parties			-				-				(3,595	)			-
Other receivables			-				-				(5,388	)			-
Property and equipment, net			-				-				(22,378	)			-
Right-of-use assets			-				-				(119,594	)			-
Intangibles, net			-				-				(312,322	)			-
Goodwill			-				-				(4,825,634	)			-
Total Asset Impairments			-				-				(5,345,309	)			-
Liability write-off gains
Accounts payable and other accrued liabilities			-				-				4,157				-
Other payables			9,842				-				9,842				-
Chargeback reserve			-				-				831,725				-
Current portion of leases payable			-				-				134,517				-
Total liability write-off gains			9,842				-				980,241				-
Discontinued operations net asset and liability impairments / write-offs gains and (losses)			9,842				-				(4,365,068	)			-
Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities			2,909,842				-				(1,465,068	)			-
Gain (loss) from discontinued operations before tax			2,814,445				(164,338	)			(1,846,048	)			(211,496	)
Consolidated statement of operations - Income (loss) from discontinued operations before tax		$	2,814,445			$	(164,338	)		$	(1,846,048	)		$	(211,496	)

 

Recently Issued Accounting Pronouncements

 

We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements.

 

14

 

NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS

 

The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022, adjusted for discontinued operations.

SCHEDULE OF IMPAIRMENT OF GOODWILL

		Goodwill
December 31, 2021		$	10,050,277
Goodwill recognized in connection with Barra acquisition on April 26, 2022			4,236,822
December 31, 2022			14,287,099
June 30, 2023		$	14,287,099

 

For the year ended December 31, 2022, due to a declining market capitalization attributed to Medigap’s performance, the Company performed a goodwill impairment test utilizing the Market Approach – Traded Market Value Method, concluding that the Company’s fair value and resultant net assets, implied a goodwill balance of $19,100,000 versus our goodwill balance prior to write-down of $33,400,000. Thus, the Company recognized a goodwill impairment loss of $14,373,374. As of June 30, 2023, the Company recognized an additional goodwill impairment of $4,825,634 upon the abandonment of Medigap.

 

The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022 inclusive of discontinued operations.

 

		Goodwill
December 31, 2021		$	10,050,277
Goodwill recognized in connection with Medigap acquisition			19,199,008
Goodwill recognized in connection with Barra acquisition			4,236,822
Goodwill impairment (Medigap) during the year-ended December 31, 2022			(14,373,374	)
December 31, 2022			19,112,733
Goodwill impairment (Medigap) during the six months ended June 30, 2023			(4,825,634	)
June 30, 2023		$	14,287,099

 

The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of June 30, 2023:

SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD 

		Weighted Average Remaining Amortization period (Years)				Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount
Trade name and trademarks			2.0			$	1,807,187			$	(1,144,749	)		$	662,438
Internally developed software			3.7				1,783,837				(464,372	)			1,319,465
Customer relationships			8.5				11,922,290				(2,635,325	)			9,286,965
Purchased software			0.3				667,206				(600,937	)			66,269
Video production assets			-				50,000				(50,000	)			-
Non-competition agreements			1.4				3,504,810				(2,531,250	)			973,560
						$	19,735,330			$	(7,426,633	)		$	12,308,697

 

The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2022:

 

		Weighted Average Remaining Amortization period (Years)				Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount
Trade name and trademarks			4.4			$	1,806,188			$	(969,241	)		$	836,947
Internally developed software			4.1				1,635,178				(287,990	)			1,347,188
Customer relationships			9.0				11,922,290				(2,076,086	)			9,846,204
Purchased software			0.4				665,137				(581,497	)			83,640
Video production assets			-				50,000				(50,000	)			-
Non-competition agreements			1.9				3,504,810				(2,179,420	)			1,325,390
Total						$	19,583,603			$	(6,144,234	)		$	13,439,369

 

The following table reflects expected amortization expense as of June 30, 2023, for each of the following five years and thereafter:

SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS

Years ending December 31,		Amortization Expense
2023 (remainder of year)		$	1,279,911
2024			2,190,466
2025			1,796,510
2026			1,527,816
2027			1,194,592
Thereafter			4,319,402
Total		$	12,308,697

 

15

 

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

		June 30, 2023				December 31, 2022
Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5%, maturing August 2028, net of deferred financing costs of $11,279 and $12,388 as of June 30, 2023 and December 31, 2022, respectively		$	398,734			$	426,883
Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5%, maturing August 2028, net of deferred financing costs of $11,279 and $12,388 as of June 30, 2023 and December 31, 2022, respectively		$	398,734			$	426,883
Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5%, maturing December 2028, net of deferred financing costs of $13,800 and $15,076 as of June 30, 2023 and December 31, 2022, respectively			649,875				693,682
Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0%, maturing April 2029, net of deferred financing costs of $8,469 and $9,206 as of June 30, 2023 and December 31, 2022, respectively			742,833				788,596
Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0%, maturing May 2029, net of deferred financing costs of $33,935 and $36,843 as of June 30, 2023 and December 31, 2022, respectively			1,874,813				1,987,846
Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0%, maturing September 2029, net of deferred financing costs of $38,889 and $42,129 as of June 30, 2023 and December 31, 2022, respectively			3,076,800				3,249,575
Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of Prime Rate plus 2.5%, maturing May 2032, net of deferred financing costs of $187,475 and $198,188 as of June 30, 2023 and December 31, 2022, respectively			6,297,846				6,321,812
			13,040,901				13,468,394
Less: current portion			(1,329,121	)			(1,118,721	)
Long-term debt		$	11,711,780			$	12,349,673

 

Oak Street Funding LLC – Term Loans and Credit Facilities

SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES 

Fiscal year ending December 31,		Maturities of Long-Term Debt
2023 (remainder of year)		$	647,062
2024			1,401,013
2025			1,560,173
2026			1,733,052
2027			1,925,105
Thereafter			6,068,494
Total			13,334,899
Less: debt issuance costs			(293,998	)
Total		$	13,040,901

 

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 ranging between 0% and 8% per annum. As of June 30, 2023 and 2022, respectively, approximately $195,000 and $377,000 remained outstanding on short-term financings.

 

16

 

NOTE 4. WARRANT LIABILITIES

 

Series B Warrants

 

Pursuant to the terms of the SPA, during the quarter ended June 30, 2023, the Series B Warrants’ effective exercise price reset to $2.63. As of June 30, 2023, there remain 1,331,667 Series B Warrants outstanding.

 

For the three and six months ended June 30, 2023, net fair value gains and losses recognized for the Series B Warrants were a loss of $1,584,684 and a gain of $2,642,267, respectively. For the three and six months ended June 30, 2022, net fair value gains and losses recognized for the Series B Warrants were gains of $12,322,737 and $24,748,163, respectively, presented in the recognition and change in fair value of warrant liabilities account in the consolidated statements of operations. The Series B Warrant liability outstanding as of June 30, 2023 and December 31, 2022 was $3,741,984 and $6,384,250 respectively, presented in the warrant liability account on the consolidated balance sheets.

 

Placement Agent Warrants

 

For the three and six months ended June 30, 2023, net fair value gains and losses recognized for the Placement Agent Warrants (“PAW”) were, a loss of $7,825 and a gain of $31,456, respectively. For the three and six months ended June 30, 2022, net fair value gains recognized for the PAW were $310,514 and losses of $268,948, respectively, presented in the recognition and change in fair value of warrant liabilities account in the consolidated statements of operations. The PAW liability outstanding as of June 30, 2023 and December 31, 2022 was $17,444 and $48,900, respectively, presented in the warrant liability account on the consolidated balance sheets.

 

NOTE 5. EQUITY

 

Common Stock

 

The Company is authorized to issue 133,333,333 shares of common stock, $0.086 par value. Each share of issued and outstanding common stock entitles the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.

 

In January 2023, the Company issued 109,358 shares of the Company’s common stock to settle two earn-out liabilities.

 

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 of the Company’s authorized and issued and outstanding common stock (the “Reverse Split-2023”). The par value remains unchanged. All share and per share information as well as common stock and additional paid-in capital have been retroactively adjusted to reflect the Reverse Split-2023 for all periods presented, unless otherwise indicated. The split resulted in a rounding addition of approximately 15,300 shares valued at par, totaling $1,300.

 

In March 2023, Yes Americana, a related party, converted $645,000 of outstanding debt into 66,743 shares of the Company’s common stock. The conversion considered the fair market value of the stock on the day of conversion of $9.67 for the total of 66,743 shares.

 

In March 2023, the Company issued 155,038 shares of the Company’s common stock in conjunction with the Private Placement-2023 as defined and discussed further below.

 

During the second quarter of 2023, the Company issued 112,557 shares of the Company’s common stock in lieu of services provided.

 

In May 2023, the Company issued 352,260 shares of the Company’s common stock to settle an earn-out liability.

 

In May 2023, the Company issued 22,219 shares of the Company’s common stock pursuant to vested restricted stock awards earned by agents through an equity-based compensation program at one of the Company’s subsidiaries.

 

As of June 30, 2023 and December 31, 2022, there were 2,053,084 and 1,219,573 shares of Common Stock outstanding, respectively.

 

17

 

Warrants

 

Series A Warrants

 

In conjunction with the Company’s initial public offering, the Company issued 138,000 Series A Warrants which were classified as equity warrants because of provisions, pursuant to the warrant agreement, that permit the holder 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 were recorded at a value per the offering of $0.15. The warrants may be exercised at any point from the effective date until the 5-year anniversary of issuance and are not subject to standard antidilution provisions. After taking into account warrant exercises, there were 113,000 Series A warrants outstanding as of June 30, 2023 and December 31, 2022.

 

Series E and F Warrants

 

On March 13, 2023, the Company entered into a securities purchase agreement (the “SPA-2023”) with one institutional buyer for the purchase and sale of, (i) an aggregate of 155,038 shares (the “Common Shares”) of the Company’s common stock, par value $0.086 per share (the “Common Stock”) along with accompanying common warrants (the “Common Units”), (ii) prefunded warrants (the “Prefunded Warrants” or “Series E Warrants”) that are exercisable into 897,594 shares of Common Stock (the “Prefunded Warrant Shares”) along with accompanying common warrants (the “Pre-Funded Units”), and (iii) common warrants (the “Common Warrants” or “Series F Warrants”) to initially acquire up to 2,105,264 shares of Common Stock (the “Common Warrant Shares”) (representing 200% of the Common Shares and Prefunded Warrant Shares) in a private placement offering (the “Private Placement-2023”). Additionally, the Company agreed to issue a warrant to the Placement Agent (defined below), to initially acquire 52,632 shares of common stock (the “PA Warrant”) and 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 per share, subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the 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 per share, subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the SPA-2023. The PA Warrant will be exercisable six months following the date of issuance and will expire five years from the date of issuance.

 

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% of gross proceeds cash fee and the reimbursement of certain Placement Agent fees and customary expenses.

 

Gross and net proceeds to the Company from the Private Placement-2023 were approximately $4 million and $3.4 million respectively, to be utilized primarily for general working capital and administrative purposes. Direct financing fees approximated $553,000.

 

The Company determined the Series E Warrants, Series F Warrants, and PA Warrants are equity in nature because of provisions, pursuant to the warrant agreements, that permit the holder to obtain a fixed number of shares for a fixed monetary amount. The values offset to $0 in additional paid-in capital in the Company’s condensed consolidated statements of stockholders’ equity (deficit).

 

18

 

Equity-based Compensation

 

During the six month period ended June 30, 2023, an executive was awarded an annual stock award in conjunction with a promotion agreement, consisting of 2,667 shares of the Company’s common stock per annum, to vest monthly throughout the term of employment. For the three and six months ended June 30, 2023, total stock compensation for this award was valued at approximately $5,601, and $11,443, respectively, recorded as stock-based compensation.

 

Total stock-based compensation expense recorded in general and administrative expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 was $35,367 and $79,163, respectively.

 

NOTE 6. EARNINGS (LOSS) PER SHARE

 

Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding.

 

If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS.

 

The following calculates basic and diluted EPS:

SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS 

		Three Months				Three Months
		Ended				Ended
		June 30, 2023				June 30, 2022
(Loss) income from continuing operations, numerator, basic and diluted computation		$	(3,869,732	)		$	10,660,028
Weighted average common shares, basic			2,716,512				1,069,157
Effect of series B warrants			-				-
Effect of stock awards			-				2,128
Effect of preferred stock			-				147,939
Weighted average common shares, dilutive			2,716,512				1,219,224
(Loss) earnings per common share – basic		$	(1.42	)		$	9.97
(Loss) earnings per common share – diluted		$	(1.42	)			8.74

 

19

 

		Six Months				Six Months
		Ended				Ended
		June 30, 2023				June 30, 2022
(Loss) income from continuing operations		$	(997,776	)		$	20,047,189
Deemed dividend			-				(6,930,335	)
Net income continuing operations, numerator, basic computation			(997,776	)			13,116,854
Recognition and change in fair value of warrant liabilities			-				(26,625,915	)
Net loss continuing operations, numerator, diluted computation		$	(997,776	)		$	(13,509,061	)
Weighted average common shares, basic			2,138,444				1,025,108
Effect of series B warrants			-				43,128
Weighted average common shares, dilutive			2,138,444				1,068,236
Loss per common share – basic			(0.47	)			12.80
Loss per common share – diluted		$	(0.47	)		$	(12.65	)

 

The reversal of the gain on the change fair value of the Series B warrant liability for the six months June 30, 2022 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 SHARES 

		June 30, 2023				June 30, 2022
		For the Three Months Ended
		June 30, 2023				June 30, 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 F warrants			2,105,264				-
Shares subject to placement agent warrants			52,632				-
Shares subject to unvested stock awards			3,471				-
Shares subject to conversion of Series B preferred stock			-				-
Shares subject to warrant liability			-				668,299

 

		June 30, 2023				June 30, 2022
		For the Six Months Ended
		June 30, 2023				June 30, 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 F warrants			2,105,264				-
Shares subject to placement agent warrants			52,632				-
Shares subject to unvested stock awards			3,471				4,621
Shares subject to conversion of Series B preferred stock			-				147,939
Shares subject to warrant liability			-				-

 

NOTE 7. LEASES

 

Operating lease expense for the three months ended June 30, 2023 and 2022 was $123,326 and $111,900, respectively. Operating lease expense for the six months ended June 30, 2023 and 2022 was $239,296 and $219,223 respectively. As of June 30, 2023, the weighted average remaining lease term and weighted average discount rate for the operating leases were 3.89 years and 6.20% respectively.

 

Future minimum lease payment under these operating leases consisted of the following:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT 

Period ending June 30, 2023		Operating Lease Obligations
2023		$	216,833
2024			357,688
2025			166,384
2026			113,738
2027			117,150
Thereafter			151,052
Total undiscounted operating lease payments			1,122,845
Less: Imputed interest			116,127
Present value of operating lease liabilities		$	1,006,718

 

20

 

NOTE 8. COMMITMENTS AND CONTINGENCIES

 

Legal Contingencies

 

The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, no legal contingencies are accrued as of June 30, 2023 and December 31, 2022. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time have been subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.

 

Earn-out liabilities

 

The following outlines changes to the Company’s earn-out liability balances for the respective periods ended June 30, 2023 and December 31, 2022:

SCHEDULE OF EARN-OUT LIABILITY 

		Fortman				Montana				Altruis				Kush				Barra				Total
Ending balance December 31, 2022		$	667,000			$	500,000			$	834,943			$	147,535			$	560,000			$	2,709,478
Changes due to business combinations			-				-				-				-				-				-
Changes due to payments		$	(1,433,700	)		$	(250,000	)		$	(929,168	)		$	(147,535	)			-				(2,760,403	)
Changes due to fair value adjustments			766,700				150,000				94,225				-				9,000				1,019,925
Ending balance June 30, 2023		$	-			$	400,000			$	-			$	-			$	569,000			$	969,000

 

		Fortman				Montana				Altruis				Kush				Barra				Total
Ending balance December 31, 2021		$	515,308			$	615,969			$	992,868			$	1,689,733			$	-			$	3,813,878
Beginning balance		$	515,308			$	615,969			$	992,868			$	1,689,733			$	-			$	3,813,878
Changes due to business combinations			-				-				-				-				600,000				600,000
Changes due to payments			(34,430	)			(326,935	)			(84,473	)			(1,259,087	)			-				(1,704,925	)
Changes due to fair value adjustments			186,122				210,966				(73,452	)			(283,111	)			(40,000	)			525
Ending balance December 31, 2022		$	667,000			$	500,000			$	834,943			$	147,535			$	560,000			$	2,709,478
Ending balance		$	667,000			$	500,000			$	834,943			$	147,535			$	560,000			$	2,709,478

 

NOTE 9. RELATED PARTY TRANSACTIONS

 

On September 13, 2022, the Company issued a promissory note to YES Americana Group, LLC (“Americana”) a related party entity beneficially owned by the Company’s Chief Executive Officer, for the principal sum of $1,500,000 (the “Note”), accruing monthly interest of 5% per annum beginning nine months after Note issuance. 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.

 

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, during the month of March 2023 the Company repaid to Americana $400,000. During the months of April and June of 2023 the company repaid to Americana an additional $230,000. As of June 30, 2023 and December 31, 2022 respectively, the balance owed to Americana was $570,000 and $1,500,000, reclassified and recorded in the convertible debt, related parties, less current portion account in the condensed consolidated balance sheets.

 

The Company has amounts payable to Reliance Global Holdings, LLC, a related party beneficially owned by the Company’s Chief Executive Officer stemming from funds loaned to the Company for various subsidiary acquisitions. These loans do not bear interest and there is no term. Repayment will be made at the Company’s discretion. The open balance is considered non-current and classified to the related parties, less current portion account in the condensed consolidated balance sheets with open balances of $25,479 and $100,724 as of June 30, 2023 and December 31, 2022, respectively.

 

The Company incurred a payable of $200,000 to an employee for a software purchased in July of 2019. The payable was issued with a $27,673 discount, utilizing a 7.5% discount rate. There are monthly payment terms of $4,167 through June 2024, the date of final settlement. The balance is carried at present value on the condensed consolidated balance sheets. The Company classifies amounts planned to be settled within twelve months from the balance sheet date to current liabilities. Accordingly, the Company presents current balances of $47,249 in the current portion of loans payables, related parties account in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. Non-current amounts are classified to the loans payable, related parties, less current portion account in the condensed consolidated balance sheets and amounted to $0 and $21,541 as of June 30, 2023, and December 31, 2022, respectively. Amortization expense to bring the payable to present value for the three and six months ended June 30, 2023 respectively, was $1,730 and $3,459, and is classified to the interest expense, related parties account in the condensed consolidated statements of operations.

 

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 by January 31, 2023, and all amounts unpaid thereafter will accrue interest at a rate of 1.5% per month until paid. The Company intends to fully repay all unpaid amounts inclusive of interest over the next twenty-four months. The Company classifies amounts planned to be settled within twelve months from the balance sheet date to current liabilities. Accordingly, the Company reclassifies and presents current balances of $825,000 and $1,375,000 respectively, in the current portion of loans payables, related parties account in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. Non-current amounts are classified to the loans payable, related parties, less current portion account in the condensed consolidated balance sheets and amounted to $281,916 and $0 as of June 30, 2023, and December 31, 2022 respectively. Interest expense for the three and six months ended June 30, 2023 respectively, was $49,423 and $89,170, recorded to interest expense, related parties in the condensed consolidated statements of operations.

 

NOTE 10. INVESTMENT IN NSURE

 

During April 2023, the Company sold its remaining 262,684 of NSURE shares to unaffiliated third parties, receiving the shares’ cost basis and cash proceeds of $900,000. The Company’s remaining NSURE share balance as of June 30, 2023, was zero.

 

NOTE 11. SUBSEQUENT EVENTS

 

Pursuant to the terms of the SPA, on July 7, 2023, the Series B Warrants’ effective exercise price reset to $2.50, and on July 14, 2023, 165,000 Series B Warrants were exercised into 73,264 shares of common stock in a cashless exercise. Accordingly, the adjusted balance of Series B Warrants outstanding as of the exercise date is 1,166,667.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

Reliance Global Group, Inc. (the “Company”) operates as a diversified company engaging in business in the insurance market, as well as other related sectors. Our focus is to grow the Company by pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies. The Company is controlled by the same management team as Reliance Global Holdings, LLC (“Reliance Holdings”), a New York based firm that is the owner and operator of numerous companies with core interests in real estate and insurance. Our relationship with Reliance Holdings provides us with significant benefits: (1) experience, knowledge, and industry relations; (2) a source of acquisition targets currently under Reliance Holdings’ control; and (3) financial and logistics assistance. We are led and advised by a management team that offers over 100 years of combined business expertise in real estate, insurance, and the financial service industry.

 

In the insurance sector, our management has extensive experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. Our primary strategy is to identify specific risk to reward arbitrage opportunities and develop these on a national platform, thereby increasing revenues and returns, and then identify and acquire undervalued wholesale and retail insurance agencies with operations in growing or underserved segments, expand and optimize their operations, and achieve asset value appreciation while generating interim cash flows.

 

As part of our growth and acquisition strategy, we continue to survey the current insurance market for value-add acquisition opportunities. As of June 30, 2023, we have acquired nine insurance agencies, including both affiliated and unaffiliated companies and long term, we seek to conduct all transactions and acquisitions through our direct operations.

 

Over the next 12 months, we plan to focus on the expansion and growth of our business through continued asset acquisitions in insurance markets and organic growth of our current insurance operations through geographic expansion and market share growth.

 

Further, we launched our 5MinuteInsure.com (“5MI”) Insurtech platform during 2021 which expanded our national footprint. 5MI is a high-tech proprietary tool developed by us as a business to consumer portal which enables consumers to instantly compare quotes from multiple carriers and purchase their car and home insurance in a time efficient and effective manner. 5MI taps into the growing number of online shoppers and utilizes advanced artificial intelligence and data mining techniques, to provide competitive insurance quotes in around 5 minutes with minimal data input needed from the consumer. The platform launched during the summer of 2021 and currently operates in 46 states offering coverage with up to 30 highly rated insurance carriers.

 

With the acquisition of Barra, we launched RELI Exchange, our business-to-business (B2B) InsurTech platform and agency partner network that builds on the artificial intelligence and data mining backbone of 5MinuteInsure.com. Through RELI Exchange we on-board agency partners and provide them with an InsurTech platform white labeled, designed and branded specifically for their business. This combines the best of digital and human capabilities by providing our agency partners and their customers quotes from multiple carriers within minutes. Since its inception, RELI Exchange has increased its agent roster by more than 30%.

 

Business Trends and Uncertainties

 

The insurance intermediary business is highly competitive, and we actively compete with numerous firms for customers and insurance companies, many of which have relationships with insurance companies, or have a significant presence in niche insurance markets that may give them an advantage over us. Other competitive concerns may include the quality of our products and services, our pricing and the ability of some of our customers to self-insure and the entrance of technology companies into the insurance intermediary business. Several insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to agents and brokers.

 

 

Financial Instruments

 

The Company’s financial instruments as of June 30, 2023, consist of derivative warrants. These are accounted at fair value as of inception/issuance date, and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, (non-cash) gain or loss.

 

Insurance Operations

 

Our insurance operations focus on the acquisition and management of insurance agencies throughout the U.S. Our primary focus is to pinpoint undervalued wholesale and retail insurance agencies with operations in growing or underserved segments (including healthcare and Medicare, as well as personal and commercial insurance lines). We then focus on expanding their operations on a national platform and improving operational efficiencies to achieve asset value appreciation while generating interim cash flows. In the insurance sector, our management team has over 100 years of experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. We plan to accomplish these objectives by acquiring wholesale and retail insurance agencies it deems to represent a good buying opportunity (as opposed to insurance carriers) as insurance agencies bear no insurance risk. Once acquired, we plan to develop them on a national platform to increase revenues and profits through a synergetic structure. The Company is initially focused on segments that are underserved or growing, including healthcare and Medicare, as well as personal and commercial insurance lines.

 

Insurance Acquisitions and Strategic Activities

 

As of the balance sheet date, we have acquired multiple insurance brokerages (see table below), including both acquisitions of affiliated companies (i.e., owned by Reliance Holdings before the acquisition) and unaffiliated companies. 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		Date		Location		Line of Business		Status
U.S. Benefits Alliance, LLC (USBA)		October 24, 2018		Michigan		Health Insurance		Affiliated
Employee Benefit Solutions, LLC (EBS)		October 24, 2018		Michigan		Health Insurance		Affiliated
Commercial Solutions of Insurance Agency, LLC (CCS or Commercial Solutions)		December 1, 2018		New Jersey		P&C – Trucking Industry		Unaffiliated
Southwestern Montana Insurance Center, Inc. (Southwestern Montana or Montana)		April 1, 2019		Montana		Group Health Insurance		Unaffiliated
Fortman Insurance Agency, LLC (Fortman or Fortman Insurance)		May 1, 2019		Ohio		P&C and Health Insurance		Unaffiliated
Altruis Benefits Consultants, Inc. (Altruis)		September 1, 2019		Michigan		Health Insurance		Unaffiliated
UIS Agency, LLC (UIS)		August 17, 2020		New York		Health Insurance		Unaffiliated
J.P. Kush and Associates, Inc. (Kush)		May 1, 2021		Michigan		Health Insurance		Unaffiliated
Barra & Associates, LLC		April 26, 2022		Illinois		Health Insurance		Unaffiliated

 

 

Recent Developments

 

Reverse Stock Split

 

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 of the Company’s authorized and issued and outstanding common stock (the “Reverse Split-2023”). The par value remains unchanged. All share and per share information as well as common stock and additional paid-in capital have been retroactively adjusted to reflect the Reverse Split-2023 for all periods presented, unless otherwise indicated. The split resulted in a rounding addition of approximately 15,300 shares valued at par, totaling $1,300.

 

Second Amendment to Fortman Purchase Agreement

 

As previously disclosed, 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. On May 18, 2023, the Parties entered into that certain second amendment to the Purchase Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the Parties agreed to a total remaining balance of $716,850 owed to both Jonathan Fortman and Zachary Fortman under the Purchase Agreement for a combined total amount owed of $1,433,700. In satisfaction of such remaining balances, the Company agreed to issue 176,130 shares of the Company’s restricted common stock, par value $0.086 per share (the “Common Stock”), to both Jonathan Fortman and Zachary Fortman (collectively, the “Shares”), for a total issuance of 352,260 shares of Common Stock. Following the issuance of the Shares, the Company’s issued and outstanding Common Stock count will be 1,983,308. If the Nasdaq official closing price of the Common Stock is less than $4.07 on November 18, 2023, then the Company shall pay both Jonathan Fortman and Zachary Fortman an amount equal to the Make-Up Payment (as defined herein) within 15 business days thereafter. Pursuant to the Second Amendment, the “Make-Up Payment” means an amount in cash equal to $616,850 minus First Holder Shares Value (as defined herein) to Jonathan Fortman, and $616,850 minus Second Holder Shares Value (as defined herein) to Zachary Fortman. Further, under the Second Amendment, the “First Holder Shares Value” and “Second Holder Shares Value” means 176,130 and 176,130 respectively (subject to appropriate adjustments for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) multiplied by the Nasdaq official closing price of the Common Stock on November 18, 2023.

 

Settlement Agreement

 

On June 30, 2023, the Company entered into a Confidential Settlement Agreement and Mutual Release (the “Settlement Agreement”) by and between the Company, Medigap Healthcare Insurance Agency, LLC, a wholly owned subsidiary of the Company (the “Agency” and together with the Company, the “Reliance Parties”), Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC (“Pagidem”), Joseph J. Bilotti, III (together with Pagidem, the “Bilotti Parties”), Kyle Perrin, Zachary Lewis, T65 Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc. (“T65”), and Seniors First Life, LLC (collectively with Mr. Lewis and T65, the “Lewis Parties”).

 

The Company, Pagidem, and Mr. Bilotti previously entered into that certain Asset Purchase Agreement dated December 21, 2021 (the “APA”), pursuant to which the Company acquired, and the Bilotti Parties sold, certain assets and liabilities of Pagidem to the Company. As part of the transactions contemplated by the APA, the Company entered into that certain Employment Agreement, dated as of January 10, 2022, by and between the Company and Mr. Perrin (the “Employment Agreement”). The Company later assigned the assets and liabilities it acquired pursuant to the APA, and the Employment Agreement, to Agency. Mr. Perrin previously served as the Chief Operating Officer and Chief Executive Officer of Agency pursuant to the Employment Agreement. The Company and Mr. Lewis entered into that certain Non-Disclosure Agreement, effective as of January 24, 2022 (the “NDA”).

 

The Company, pursuant to the APA, previously filed a claim with the American Arbitration Association (“AAA”), Case No. 01-23-0002-3404 (the “Bilotti Arbitration”), wherein the Company purports to assert claims against the Bilotti Parties for fraudulent inducement, intentional and negligent misrepresentation, breach of contract, breach of restrictive covenants, conversion, civil theft, tortious interference, and conspiracy (the “Bilotti Claim”). The Company also filed, pursuant to the Employment Agreement, a claim with the AAA, Case No. 01-23-0002-2048(the “Perrin Arbitration”), wherein the Company purports to assert claims against Mr. Perrin for conversion, civil conspiracy, fraud, breach of fiduciary duty, and breach of duty of loyalty and good faith. (the “Perrin Claim”). In the Perrin Arbitration, Mr. Perrin filed counterclaims against the Company for breaches of employment agreement, unjust enrichment, and breach of the covenant of good faith and fair dealing (the “Perrin Counterclaim”).

 

The Reliance Parties have filed a complaint in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida, Case No. 50-2023-CA-010777-XXXXMB, Div. AA (the “Lewis Litigation,” and collectively with the Bilotti Arbitration and the Perrin Arbitration, the “Medigap Disputes”), wherein the Reliance Parties purport to assert claims against the Lewis Parties for tortious interference with business relationship, civil conspiracy, breach of contract, conversion, and unjust enrichment (the “Lewis Claim”).

 

The parties to the Settlement Agreement have each disputed and continue to dispute the claims asserted and allegations made against them.

 

United Insurance Group Agency, Inc. and/or LTC Global, Inc. or those entities’ assignees, affiliates, subsidiaries, partners or parent companies (collectively, the “Factor”), allege the Reliance Parties owe the Factor a debt, which the Reliance Parties dispute.

 

Pursuant to the terms of the Settlement Agreement, the Medigap Parties agreed to pay to the Company an amount equal to $2,900,000 (the “Settlement Payment”) within five business days of the effective date of the Settlement Agreement. The Company received the Settlement Payment on July 6, 2023.

 

 

Upon receipt of the Settlement Payment, the Reliance Parties agreed to release and discharge each and all of the Bilotti Parties, Mr. Perrin, and the Lewis Parties, and each of their present and former agents, servants, or employees, members, owners, shareholders, officers, managers, partners, directors, trustees, representatives, attorneys, contractors, predecessor and successor entities and assigns, parents, subsidiaries and affiliates (collectively, the “Medigap Released Parties”) of and from any and all past, existing, and/or future suits, liabilities, claims, demands, fees, costs, expenses, payments, judgments, damages, actions and rights or causes of action of any kind or nature, from the beginning of the world to the effective date of the Settlement Agreement, including but not limited to (A) any matters that were or could have been alleged in the: (i) the Bilotti Arbitration; (ii) the Perrin Arbitration; (iii) the Lewis Litigation; and (B) (i) any and all claims to additional money, distributions, or compensation of any kind from the Medigap Released Parties; provided, however, that nothing in the Settlement Agreement will serve to release any claims the Reliance Parties may have against the Factor.

 

In addition, upon receipt of the Settlement Payment, the Medigap Parties agreed to release and discharge each and all of the Reliance Parties, and each of their present and former agents, servants, or employees, members, owners, shareholders, officers, managers, partners, directors, trustees, representatives, attorneys, contractors, predecessor and successor entities and assigns, parents, subsidiaries and affiliates (collectively, the “Reliance Released Parties”) of and from any and all past, existing, and/or future suits, liabilities, claims, demands, fees, costs, expenses, payments, judgments, damages, actions and rights or causes of action of any kind or nature, from the beginning of the world to the effective date of the Settlement Agreement, including but not limited to (A) any matters that were or could have been alleged in the: (i) the Bilotti Arbitration; (ii) the Perrin Arbitration; (iii) the Lewis Litigation; and (B) (i) any and all claims to additional money, distributions, or compensation of any kind from the Medigap Released Parties.

 

Also, pursuant to the terms of the Settlement Agreement, Mr. Perrin agreed to release the Reliance Parties from all claims arising under any federal, state or local law or statute, including without limitation, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family Medical Leave Act, Title VII of the Civil Rights Act of 1964, Employee Retirement Income Security Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the law of contract and tort, any claim for attorneys’ fees, claims for unpaid wages or other employment compensation, and claims of personal injury, including mental and physical pain and suffering or intentional infliction of emotional distress. Additionally, Mr. Perrin expressly waived any right to recover any type of personal relief from the Reliance Parties, including monetary damages or reinstatement, in any administrative action or proceeding, whether state or federal, and whether brought by Mr. Perrin or on his behalf by an administrative agency, related in any way to the matters herein.

 

Pursuant to the terms of the Settlement Agreement, all of the parties thereto agreed that, upon receipt of the Settlement Payment by the Reliance Parties, they would discharge any obligations under the APA, the Employment Agreement, the NDA and all ancillary documents and agreements referenced or contemplated therein. In addition, within five business days of receipt of the Settlement Payment: (i) the Company will cause the Bilotti Arbitration to be dismissed, with prejudice; (ii) the Reliance Parties and Mr. Perrin will cause the Perrin Arbitration to be dismissed, with prejudice; and (iii) the Reliance Parties will cause the Lewis Litigation to be dismissed, with prejudice.

 

Results of Operations

 

Comparison of the three months ended June 30, 2023 to the three months ended June 30, 2022

 

The following table sets forth our revenue and operating expenses for each of the years presented.

 

		June 30, 2023				June 30, 2022
Revenue
Commission income		$	3,195,905				2,847,149
Total revenue			3,195,905				2,847,149
Operating expenses
Commission expense			822,274				662,932
Salaries and wages			1,742,697				1,637,412
General and administrative expenses			1,703,811				1,630,169
Marketing and advertising			109,860				(4,844	)
Depreciation and amortization			655,449				694,440
Total operating expenses			5,034,091				4,620,109
Loss from operations			(1,838,186	)			(1,772,960	)
Other income (expense)
Other expense, net			(439,037	)			(200,263	)
Recognition and change in fair value of warrant liabilities			(1,592,509	)			12,633,251
Total other income (expense)			(2,031,546	)			12,432,988
Income from continuing operations		$	(3,869,732	)			10,660,028
Loss from discontinued operations			2,814,445				(164,337	)
Net (loss) income			(1,055,287	)			10,495,691

 

Revenues

 

The Company’s revenue is primarily comprised of commissions paid by insurance carriers or their representatives related to insurance plans that have been purchased by a member who used our services. We define a member as an individual or entity currently covered by an insurance plan, including individual and family, Medicare-related, small business, and ancillary plans, as well as property and casualty coverage, including auto, home and life, for which the Company is entitled to receive compensation from an insurance carrier.

 

The Company had revenues of approximately $3.2 million for the three months ended June 30, 2023, as compared to approximately $2.8 million for the three months ended June 30, 2022. The increase of approximately $349 thousand or 12% is primarily driven by organic growth and the addition of RELI Exchange.

 

Commission expense

 

The Company had total commission expense of approximately $822 thousand for the three months ended June 30, 2023, compared to approximately $663 thousand for the three months ended June 30, 2022. The increase of approximately $159 thousand or 24% is primarily driven by organic growth and the addition of RELI Exchange.

 

 

Salaries and wages

 

The Company reported approximately $1.7 million of salaries and wages expense for the three months ended June 30, 2023, compared to approximately $1.6 million for the three months ended June 30, 2022. The increase of approximately $105 thousand or 6% is a result of the Company’s growth driven by expanded operations.

 

General and administrative expenses

 

The Company had total general and administrative expenses of approximately $1.7 million for the three months ended June 30, 2023, as compared to approximately $1.6 million for the three months ended June 30, 2022. The increase in expense of approximately $74 thousand or 5% is a result of the Company’s growth driven by expanded operations.

 

Marketing and advertising

 

The Company reported approximately $110 thousand of marketing and advertising expense for the three months ended June 30, 2023 compared to approximately a credit of approximately $5 thousand for the three months ended June 30, 2022. The 2022 credit is comprised of marketing expense of $29,663 and marketing allowances received, totaling $(34,506) which net to $4,844. The net increase of approximately $115 thousand is a result of increased branding and outreach efforts to achieve greater industry presence as well as marketing allowances received in 2022 to offset marketing expense but not received in 2023.

 

Depreciation and amortization

 

The Company reported approximately $655 thousand of depreciation and amortization expense for the three months ended June 30, 2023 compared to approximately $694 thousand for the three months ended June 30, 2022. The decrease of approximately $39 thousand or 6% is primarily a result of fully depreciated assets no longer incurring amortization charges.

 

Other income and expense

 

The Company reported approximately $2 million of other expense for the three months ended June 30, 2023 compared to approximately $12 million of other income for the three months ended June 30, 2022. The decrease of approximately $14 million is attributable primarily to the change in fair value of warrant liabilities, offset by interest expense.

 

Comparison of the six months ended June 30, 2022 to the six months ended June 30, 2021

 

The following table sets forth our revenue and operating expenses for each of the periods presented.

 

		June 30, 2023				June 30, 2022
Revenue
Commission income		$	7,135,008				5,905,846
Total revenue			7,135,008				5,905,846
Operating expenses
Commission expense			1,905,600				1,448,543
Salaries and wages			3,454,794				3,269,225
General and administrative expenses			3,062,066				3,963,964
Marketing and advertising			246,432				84,686
Depreciation and amortization			1,309,227				1,263,440
Total operating expenses			9,978,119				10,029,858
Loss from operations			(2,843,111	)			(4,124,012	)
Other income (expense)
Other expense, net			(828,388	)			(308,014	)
Recognition and change in fair value of warrant liabilities			2,673,723				24,479,215
Total other income (expense)			1,845,335				24,171,201
Income from continuing operations		$	(997,776	)			20,047,189
Loss from discontinued operations			(1,846,048	)			(211,497	)
Net (loss) income			(2,843,824	)			19,835,692

 

 

Revenues

 

The Company had revenues of approximately $7.1 million for the six months ended June 30, 2023, as compared to approximately $5.9 million for the six months ended June 30, 2022. The increase of approximately $1.2 million or 21% is primarily driven by organic growth and the addition of RELI Exchange.

 

Commission expense

 

The Company had total commission expense of approximately $1.9 million for the six months ended June 30, 2023, compared to approximately $1.4 million for the six months ended June 30, 2022. The increase of approximately $457 thousand or 32% is primarily driven by organic growth and the addition of RELI Exchange.

 

Salaries and wages

 

The Company reported approximately $3.5 million of salaries and wages expense for the six months ended June 30, 2023, compared to approximately $3.3 million for the six months ended June 30, 2022. The increase of approximately $186 thousand or 6% is a result of the Company’s growth driven by expanded operations.

 

General and administrative expenses

 

The Company had total general and administrative expenses of approximately $3.1 million for the six months ended June 30, 2023, as compared to approximately $4.0 million for the six months ended June 30, 2022. The decrease in expense of approximately $902 thousand or 23% is a result of the Company’s focus on leaner operations and the implementation of cost-cutting measures.

 

Marketing and advertising

 

The Company reported approximately $246 thousand of marketing and advertising expense for the six months ended June 30, 2023, compared to approximately $85 thousand for the six months ended June 30, 2022. The increase of approximately $162 thousand or 191% is a result of the Company increasing its branding and outreach efforts to achieve greater industry presence as well as marketing allowances received in 2022 to offset marketing expense but not in 2023.

 

Depreciation and amortization

 

The Company reported approximately $1.30 million of depreciation and amortization expense for the six months ended June 30, 2023, compared to approximately $1.26 million for the six months ended June 30, 2022. The increase of approximately $46 thousand or 4% is primarily a result of our acquired tangible and intangible assets through business combinations.

 

Other income and expense

 

The Company reported approximately $1.8 million of other income for the six months ended June 30, 2023, compared to approximately $24.2 million of other income for the six months ended June 30, 2022. The decrease of approximately $22.3 million or 92% is attributable primarily to the change in the fair value of warrant liabilities, offset by interest expense.

 

Liquidity and capital resources

 

As of June 30, 2023, we had a cash balance of approximately $2.7 million and working capital of approximately $2.3 million, compared with a cash balance of approximately $1.9 million and working capital deficit of approximately $4.6 million at December 31, 2022. The improved working capital is primarily attributable to cash proceeds from the issuance of stock with a private placement, other receivables related to discontinued operations recoveries, and the repayment of liabilities.

 

Inflation

 

The Company generally may be impacted by rising costs for certain inflation-sensitive operating expenses such as labor, employee benefits, and facility leases. The Company believes inflation could have a material impact to pricing and operating expenses in future periods due to the state of the economy and current inflation rates.

 

Off-balance sheet arrangements

 

We do not have any off-balance sheet arrangements as such term is defined in Regulation S-K.

 

 

Cash Flows

 

		Six Months Ended June 30,
		2023				2022
Net cash used in operating activities		$	(2,007,101	)		$	(1,311,411	)
Net cash provided and used in investing activities			735,128				(24,625,929	)
Net cash provided by financing activities			2,042,460				25,714,021
Net increase in cash, cash equivalents, and restricted cash		$	770,487			$	(223,319	)

 

Operating Activities

 

Net cash used in operating activities for the six months ended June 30, 2023 was approximately $2.0 million, compared to net cash flows used in operating activities of approximately $1.3 million for the six months ended June 30, 2022. The cash used includes net loss of approximately $2.8 million, increased by approximate non-cash adjustments of $2.0 million principally related to a loss of recognition and change in fair value of warrant liabilities of $2.7 million, offset by earn-out fair value adjustments and depreciation and amortization of $1.0 million and $1.2 million, respectively, as well as a net decrease in cash due to changes of net working capital items in the amount of $274 thousand and offset by net cash adjustments for discontinued operating activities of $1.0 million.

 

Investing Activities

 

During the six months ended June 30, 2023, cash flows provided in investing activities approximated $735 thousand compared to cash flows used in investing activities of approximately $24.6 million for the six months ended June 30, 2022. The cash provided is primarily related to the sale of the Company’s shares in NSURE stock. Total proceeds received in 2023 were $900,000.

 

Financing Activities

 

During the six months ended June 30, 2023, approximate cash provided by financing activities was $2.0 million as compared to approximately $25.7 million for the six months ended June 30, 2022. Net cash provided by financing activities primarily relates to proceeds from private placement offerings of approximately $3.4 million, offset by net debt principal proceeds and repayments of $451 thousand, related party loan repayments of $650 thousand, and earn out payments of $344 thousand.

 

Significant Accounting Policies and Estimates

 

We describe our significant accounting policies in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements, and our critical accounting estimates in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal year 2022.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

During fiscal year 2022, the Company determined it had a material weakness in its disclosure controls and procedures relating to earnings per share (“EPS”). During the quarters ended March 31 and June 30, 2023, the Company mitigated the deficiency by consulting with qualified advisors that have in-depth EPS expertise. These advisors assisted the Company in the calculations and disclosures of EPS for the three and six months ended June 30, 2023. 

 

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2023, and concluded that they were not effective as of June 30, 2023 due to the material weakness discussed above.

 

Changes in Internal Control over Financial Reporting

 

During fiscal year 2022, the Company retained subject matter expert advisors to prepare the accounting and disclosures over Earnings per Share. These advisors assisted the Company in the calculations and disclosures of EPS for the three and six months ended June 30, 2023. Aside for the foregoing, there have been no other changes in our internal controls over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter which is the subject of this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II

 

Item 1. Legal Proceedings.

 

We are subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, no legal contingencies are accrued as of June 30, 2023. Litigation relating to the insurance brokerage industry is not uncommon. As such we, from time to time have been, subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.

 

Item 1A. Risk Factors.

 

Investing in our common stock involves a high degree of risk. You should consider carefully the information disclosed in Part I, Item 1A, “Risk Factors,” contained in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None that have not been previously disclosed in our filings with the SEC.

 

 

Item 3. Defaults Upon Senior Securities.

 

Not applicable.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

Not applicable.

 

Item 6. Exhibits

 

The following exhibits are filed with this Form 10-K.

 

Exhibit No.		Description
10.1		Second Amendment to the Purchase Agreement, dated as of May 18, 2023, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2023).
10.2		Confidential Settlement and Mutual General Release Agreement, dated as of June 30, 2023, by and among the registrant, Medigap Healthcare Insurance Agency, LLC, Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC, Joseph J. Bilotti, III, Kyle Perrin, Zachary Lewis, T65 Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc., and Seniors First Life, LLC. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2023).
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002
32.1**		Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

 

*Filed herewith

**Furnished herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		Reliance Global Group, Inc.
Date:	August 10, 2023	By:	/s/ Ezra Beyman
			Ezra Beyman
			Chief Executive Officer
			(principal executive officer)
Date:	August 10, 2023	By:	/s/ Joel Markovits
			Joel Markovits
			Chief Financial Officer
			(principal financial officer and principal accounting officer)

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Ezra Beyman, certify that:

 

1. I have reviewed the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 for Reliance Global Group, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 10, 2023	By:	/s/ Ezra Beyman
		Ezra Beyman
		Chief Executive Officer (Principal Executive Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Joel Markovits, certify that:

 

1. I have reviewed the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 for Reliance Global Group, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 10, 2023	By:	/s/ Joel Markovits
		Joel Markovits
		Chief Financial Officer
		(Principal Financial Officer)

 

 

 

Exhibit 32.1

 

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

(Subsections (A) And (B) Of Section 1350, Chapter 63 of Title 18, United States Code)

 

Each of the undersigned officers of Reliance Global Group, Inc. (the “Company”), does hereby certify, that:

 

The Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: August 10, 2023	By:	/s/ Ezra Beyman
		Ezra Beyman
		Chief Executive Officer (Principal Executive Officer)
Date: August 10, 2023	By:	/s/ Joel Markovits
		Joel Markovits
		Chief Financial Officer
		(Principal Financial Officer)

 

 

 

v3.23.2

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 10, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40020
Entity Registrant Name	RELIANCE GLOBAL GROUP, INC.
Entity Central Index Key	0001812727
Entity Tax Identification Number	46-3390293
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	300 Blvd. of the Americas
Entity Address, Address Line Two	Suite 105
Entity Address, City or Town	Lakewood
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08701
City Area Code	732
Local Phone Number	380-4600
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,126,348
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

v3.23.2

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,274,743	$ 505,410
Restricted cash	1,405,513	1,404,359
Accounts receivable, related parties	978,877	994,321
Other receivables	2,900,648	11,464
Prepaid expense and other current assets	553,122	245,535
Current Assets - Discontinued Operations		85,998
Total current assets	7,132,267	3,265,379
Property and equipment, net	149,084	162,767
Right-of-use assets	976,020	1,018,952
Investment in NSURE, Inc.		900,000
Intangibles, net	12,308,697	13,439,369
Goodwill	14,287,099	14,287,099
Other non-current assets	23,284	23,284
Other Assets - Discontinued Operations		5,330,879
Total assets	34,876,451	38,427,729
Current liabilities:
Accounts payable and other accrued liabilities	911,247	951,382
Short term financing agreements	195,024	154,017
Other payables	217,101	101,113
Current portion of long-term debt	1,329,121	1,118,721
Current portion of leases payable	370,855	339,937
Earn-out liability, current portion	969,000	2,153,478
Current Liabilities - Discontinued Operations		1,600,636
Total current liabilities	4,864,597	7,841,533
Long term debt, less current portion	11,711,780	12,349,673
Leases payable, less current portion	635,863	714,068
Earn-out liability, less current portion		556,000
Warrant liabilities	3,759,428	6,433,150
Noncurrent Liabilities - Discontinued Operations
Total liabilities	21,849,062	29,516,690
Stockholders’ equity:
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
Common stock, $0.086 par value; 133,333,333 shares authorized and 2,053,084 and 1,219,573 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	176,546	104,883
Additional paid-in capital	42,686,651	35,798,139
Accumulated deficit	(29,835,808)	(26,991,983)
Total stockholders’ equity	13,027,389	8,911,039
Total liabilities and stockholders’ equity	34,876,451	38,427,729
Related Party [Member]
Current assets:
Accounts receivable, related parties	19,364	18,292
Current liabilities:
Current portion of loans payables, related parties	872,249	1,422,249
Loans payable, related parties, less current portion	307,394	122,266
Convertible debt, related parties, less current portion	$ 570,000	$ 1,500,000

v3.23.2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par or stated value per share	$ 0.086	$ 0.086
Preferred stock, shares authorized	750,000,000	750,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.086	$ 0.086
Common stock, shares authorized	133,333,333	133,333,333
Common stock, shares issued	2,053,084	1,219,573
Common stock, shares outstanding	2,053,084	1,219,573

v3.23.2

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue
Commission income	$ 3,195,905	$ 2,847,149	$ 7,135,008	$ 5,905,846
Total revenue	3,195,905	2,847,149	7,135,008	5,905,846
Operating expenses
Commission expense	822,274	662,932	1,905,600	1,448,543
Salaries and wages	1,742,697	1,637,412	3,454,794	3,269,225
General and administrative expenses	1,703,811	1,630,169	3,062,066	3,963,964
Marketing and advertising	109,860	(4,844)	246,432	84,686
Depreciation and amortization	655,449	694,440	1,309,227	1,263,440
Total operating expenses	5,034,091	4,620,109	9,978,119	10,029,858
Loss from operations	(1,838,186)	(1,772,960)	(2,843,111)	(4,124,012)
Other (expense) income
Interest expense, related parties	(370,905)	(194,929)	(722,462)	(305,095)
Other expense, net	(16,979)	(3,605)	(13,297)	541
recognition and change in fair value of warrant liabilities	(1,592,509)	12,633,251	2,673,723	24,479,215
Total other (expense) income	(2,031,546)	12,432,988	1,845,335	24,171,201
(Loss) income from continuing operations before tax	(3,869,732)	10,660,028	(997,776)	20,047,189
Income (loss) from discontinued operations before tax	2,814,445	(164,337)	(1,846,048)	(211,497)
Net (loss) income	$ (1,055,287)	$ 10,495,691	$ (2,843,824)	$ 19,835,692
Basic (loss) earnings per share
Continuing operations	$ (1.42)	$ 9.97	$ (0.47)	$ 12.80
Discontinued operations	1.03	(0.15)	(0.86)	(0.21)
Basic (loss) earnings per share	(0.39)	9.82	(1.33)	12.59
Diluted (loss) earnings per share
Continuing operations	(1.42)	8.74	(0.47)	(12.65)
Discontinued operations	1.03	(0.13)	(0.86)	(0.19)
Diluted (loss) earnings per share	$ (0.39)	$ 8.61	$ (1.33)	$ (12.84)
Weighted average number of shares outstanding - Basic	2,716,512	1,069,157	2,138,444	1,025,108
Weighted average number of shares outstanding - Diluted	2,716,512	1,219,224	2,138,444	1,068,236
Related Party [Member]
Other (expense) income
Interest expense, related parties	$ (51,153)	$ (1,729)	$ (92,629)	$ (3,460)

v3.23.2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Common Stock Issuable [Member]	Additional Paid-in Capital [Member]	Subscription Receivable [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 62,815		$ 27,329,201	$ (20,000,000)	$ (33,458,145)	$ (26,066,129)
Balance, shares at Dec. 31, 2021		730,407
Shares issued due to private placement	$ 781	$ 15,313		(16,043)	20,000,000		20,000,051
Shares issued due to private placement, shares		178,059
Share based compensation				739,960			739,960
Net income						9,340,000	9,340,000
Shares issued for vested stock awards		$ 34		(34)
Shares issued for vested stock awards, shares		400
Shares issued pursuant to acquisition of Medigap		$ 3,475		4,759,976			4,763,451
Shares issued pursuant to acquisition of Medigap, shares		40,402
Exercise of Series A warrants		$ 2,150		2,472,850			2,475,000
Exercise of Series A warrants, shares		25,000
Exercise of Series C warrants into common shares		$ (18,788)		18,788
Exercise of Series C warrants into common shares, shares		(218,462)
Balance at Mar. 31, 2022	$ 781	$ 64,999		35,304,698		(24,118,145)	11,252,333
Balance, shares at Mar. 31, 2022	9,076	755,807	0
Balance at Dec. 31, 2021		$ 62,815		27,329,201	(20,000,000)	(33,458,145)	(26,066,129)
Balance, shares at Dec. 31, 2021		730,407
Net income							19,835,692
Balance at Jun. 30, 2022	$ 781	$ 83,787		35,466,329		(13,622,454)	21,928,443
Balance, shares at Jun. 30, 2022	9,076	974,269
Balance at Mar. 31, 2022	$ 781	$ 64,999		35,304,698		(24,118,145)	11,252,333
Balance, shares at Mar. 31, 2022	9,076	755,807	0
Share based compensation				179,083			179,083
Net income							10,495,691
Exercise of Series C warrants into common shares		$ 18,788		(17,452)			1,336
Exercise of Series C warrants into common shares, shares		218,462
Balance at Jun. 30, 2022	$ 781	$ 83,787		35,466,329		(13,622,454)	21,928,443
Balance, shares at Jun. 30, 2022	9,076	974,269
Balance at Dec. 31, 2022		$ 104,883		35,798,139		(26,991,983)	8,911,039
Balance, shares at Dec. 31, 2022		1,219,573
Common shares issued for earnout liabilities		$ 9,404		973,074			982,478
Common shares issued for earnout liabilities, shares		109,358
Conversion of convertible debt, related parties		$ 5,740		$ 639,260			$ 645,000
Conversion of convertible debt, related parties, shares		66,743
Round up of shares due to reverse split		1,300		(5,946)			(4,646)
Round up of shares due to reverse split, shares		15,336
Shares issued due to private placement		$ 13,333		$ 3,433,151			$ 3,446,484
Shares issued due to private placement, shares		155,038
Share based compensation				43,797			43,797
Net income						(1,788,538)	(1,788,538)
Balance at Mar. 31, 2023		$ 134,660		40,881,475		(28,780,521)	12,235,614
Balance, shares at Mar. 31, 2023		1,566,048
Balance at Dec. 31, 2022		$ 104,883		35,798,139		(26,991,983)	8,911,039
Balance, shares at Dec. 31, 2022		1,219,573
Net income							(2,843,824)
Balance at Jun. 30, 2023		$ 176,546		42,686,651		(29,835,808)	$ 13,027,389
Balance, shares at Jun. 30, 2023		2,053,084					0
Balance at Mar. 31, 2023		$ 134,660		40,881,475		(28,780,521)	$ 12,235,614
Balance, shares at Mar. 31, 2023		1,566,048
Common shares issued for earnout liabilities		$ 30,294		1,403,406			1,433,700
Common shares issued for earnout liabilities, shares		352,260
Share based compensation				35,367			35,367
Net income						(1,055,287)	(1,055,287)
Common shares issued for services		$ 9,681		368,314			377,995
Common shares issued for services, shares		112,557
Shares issued for vested stock awards		$ 1,911		(1,911)
Shares issued for vested stock awards, shares		22,219
Balance at Jun. 30, 2023		$ 176,546		$ 42,686,651		$ (29,835,808)	$ 13,027,389
Balance, shares at Jun. 30, 2023		2,053,084					0

v3.23.2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (2,843,824)	$ 19,835,692
Adjustment to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	1,309,227	1,263,440
Amortization of debt issuance costs and accretion of debt discount	23,442	18,291
Non-cash lease expense	(4,355)	17,637
Stock compensation expense	79,164	919,043
Common stock issued in lieu of services performed	377,995
Earn-out fair value and write-off adjustments	1,019,925	354,963
Change in fair value of warrant liability	(2,673,723)	(24,479,215)
Change in operating assets and liabilities:
Accounts payables and other accrued liabilities	(40,135)	(1,853,366)
Accounts receivable	15,444	142,825
Accounts receivable, related parties	(1,072)	(47,283)
Other receivables	10,816	7,030
Other payables	115,988	126,984
Other non-current assets		(6,493)
Prepaid expense and other current assets	(303,322)	2,173,810
Net cash used in operating activities	(2,914,430)	(1,526,642)
Net cash adjustments for discontinued operating activities	907,329	215,231
Net cash used in discontinued and continuing operating activities	(2,007,101)	(1,311,411)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investment in NSURE	900,000
Purchase of property and equipment	(13,010)	(11,959)
Business acquisitions, net of cash acquired		(6,000,000)
Purchase of intangibles	(151,862)	(5,096,885)
Net cash provided by (used in) investing activities	735,128	(11,108,844)
Net cash adjustments for discontinued investing activities		(13,517,085)
Net cash provided by (used in) discontinued and continuing investing activities	735,128	(24,625,929)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments of debt	(450,935)	(447,908)
Debt issuance costs		(214,257)
Proceeds from loan for business acquisition		6,520,000
Issuance of common shares in exchange for Series C warrants		1,336
Payments of loans payable, related parties	(649,870)	(21,541)
Earn-out liability	(344,225)	(411,408)
Exercise of warrants into common stock		2,475,000
Principal repayments on short term financing	58,707	(40,552)
Private placement of shares and warrants	3,446,484	17,853,351
Net cash provided by continuing financing activities	2,060,161	25,714,021
Net cash used in discontinued financing activities	(17,701)
Total net cash provided by continuing and discontinued financing activities	2,042,460	25,714,021
Net increase (decrease) in cash and restricted cash	770,487	(223,319)
Cash and restricted cash at beginning of year	1,909,769	4,620,722
Cash and restricted cash at end of year	2,680,256	4,397,403
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS:
Common stock issuance to settle earn-out liabilities	$ 2,416,178

v3.23.2

SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES   Reliance Global Group, Inc., formerly known as Ethos Media Network, Inc. (“RELI”, “Reliance”, or the “Company”), was incorporated in Florida on August 2, 2013.   Basis of Presentation and Principles of Consolidation   The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation.   The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.   Liquidity   As of June 30, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $2,680,000, current assets were approximately $7,132,000, while current liabilities were approximately $4,865,000. As of June 30, 2023, the Company had positive working capital of approximately $2,268,000 and stockholders’ equity of approximately $13,027,000. For the six months ended June 30, 2023, the Company reported loss from operations of approximately $2,843,000, a non-cash, non-operating gain on the recognition and change in fair value of warrant liabilities of approximately $2,674,000, resulting in net loss from continuing operations of approximately $998,000, a net loss from discontinued operations of approximately $1,846,000, resulting in an overall net loss of approximately $2,844,000. The Company completed a capital offering in March 2023, raising net proceeds of approximately $3,446,000.   Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”).   Use of Estimates   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.   Cash and Restricted Cash   Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW      June 30, 2023     June 30, 2022   Cash   $ 1,274,743     $ 2,979,769   Restricted cash     1,405,513       1,417,634   Total cash and restricted cash   $ 2,680,256     $ 4,397,403       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: The Company re-measures fair value of its Level 3 warrant liabilities at the balance sheet date, using a binomial option pricing model. The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY      June 30, 2023     December 31, 2022   Stock price   $ 4.71     $ 8.55   Volatility     105.0 %     105.0 % Time to expiry     3.51       4.01   Dividend yield     0 %     0 % Risk free rate     4.4 %     4.1 %   The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT      Series B Warrant Commitment     Series B Warrant Liabilities     Placement Agent Warrants     Total   Beginning balance, December 31, 2022   $         -     $ 6,384,250     $ 48,900     $ 6,433,150   Unrealized (gain) loss     -       (4,226,950 )     (39,281 )     (4,266,231 ) Ending balance, March 31, 2023     -       2,157,300       9,619       2,166,919   Beginning balance,     -       2,157,300       9,619       2,166,919   Unrealized (gain) loss     -       1,584,684       7,825       1,592,509   Ending balance, June 30, 2023   $ -     $ 3,741,984     $ 17,444     $ 3,759,428   Ending balance   $ -     $ 3,741,984     $ 17,444     $ 3,759,428     Earn-out liabilities: The Company generally values its Level 3 earn-out liabilities using the income valuation approach. Key valuation inputs include contingent payment arrangement terms, projected revenues and cash flows, rate of return, and probability assessments. The following table summarizes the significant unobservable inputs used in the fair value measurements: SCHEDULE OF FAIR VALUE MEASUREMENTS      June 30, 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 Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY      June 30, 2023   WACC Risk Premium:     14.0 % Volatility     50.0 % Credit Spread:     9.6 % Payment Delay (days)     90   Risk free rate     USD Yield Curve   Discounting Convention:     Mid-period   Number of Iterations     100,000       Undiscounted remaining earn out payments were approximately $1,147,000 as of June 30, 2023. The following table reconciles fair value of earn-out liabilities for the periods ended June 30, 2023, and December 31, 2022: SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE      June 30, 2023     December 31, 2022   Beginning balance – January 1   $ 2,709,478     $ 3,813,878                     Acquisitions and settlements     (2,760,403 )     (1,104,925 )                   Period adjustments:                 Fair value changes included in earnings*     1,019,925       525                     Ending balance     969,000       2,709,478   Less: Current portion     (969,000 )     (2,153,478 ) Ending balance, less current portion   $ -     $ 556,000     * Recorded as a reduction to general and administrative expenses   Revenue Recognition   The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE  Three Months ended June 30, 2023   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 206,668     $ 4,471     $ -     $ 211,139   USBA     11,426       658       -       12,084   CCS/UIS     -       -       73,402       73,402   Montana     444,783       3,350       -       448,133   Fortman     288,902       1,680       227,176       517,758   Altruis     1,200,537       -       -       1,200,537   Kush     322,188       -       -       322,188   Barra     52,209       61,821       296,634       410,664   Total   $ 2,526,713     $ 71,980     $ 597,212     $ 3,195,905     Six Months ended June 30, 2023   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 439,949     $ 8,571     $ -     $ 448,520   USBA     22,689       1,423       -       24,112   CCS/UIS     -       -       120,172       120,172   Montana     930,792       8,335       -       939,127   Fortman     596,557       2,073       433,544       1,032,174   Altruis     3,068,673       -       -       3,068,673   Kush     642,479       -       -       642,479   Barra     121,319       85,202       653,230       859,751   Total   $ 5,822,458     $ 105,604     $ 1,206,946     $ 7,135,008       Three Months ended June 30, 2022   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 178,936     $ 5,915     $ -     $ 184,851   USBA     12,319       -       -       12,319   CCS/UIS     -       -       57,195       57,195   Montana     450,742       963       -       451,705   Fortman     357,334       -       205,804       563,138   Altruis     881,337       834       -       882,171   Kush     425,449       -       -       425,449   Reli Exchange     47,661       22,263       200,397       270,321   Total   $ 2,353,778     $ 29,975     $ 463,396     $ 2,847,149     Six Months ended June 30, 2022   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 399,547     $ 6,488     $ -     $ 406,035   USBA     25,906       -       -       25,906   CCS/UIS     -       -       101,077       101,077   Montana     956,329       2,097       -       958,426   Fortman     687,060       2,873       403,064       1,092,997   Altruis     2,184,367       2,676       -       2,187,043   Kush     864,040       -       -       864,040   Reli Exchange     47,662       22,263       200,397       270,322   Total   $ 5,164,911     $ 36,397     $ 704,538     $ 5,905,846     The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES                    For the three months ended June 30,   Insurance Carrier   2023     2022   Priority Health     28 %     30 % BlueCross BlueShield     12 %     13 % Insurance Carrier     12 %     13 %                     For the six months ended June 30,   Insurance Carrier   2023     2022   Priority Health     37 %     36 % BlueCross BlueShield     13 %     14 % Insurance Carrier     37 %     36 %   No other single customer accounted for more than 10% of the Company’s commission revenues during the three and six months ended June 30, 2023 and 2022. The loss of any significant customer could have a material adverse effect on the Company. Customers from 2022 were adjusted to reflect percentages of revenue from continued operations.     Income Taxes   The Company recorded no income tax expense for the three and six months ended June 30, 2023 and 2022 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.   As of June 30, 2023 and December 31, 2022, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.   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, as well as, its short-term financing arrangement of $29,500, and each are respectively classified in the intangible assets and short term financing agreements accounts in the condensed consolidated balance sheets for the periods ended June 30, 2023 and December 31, 2022. These assets have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. Medigap’s remaining assets were considered to have no remaining asset value and were fully impaired. Certain liabilities and estimated liabilities as outlined in the tables herein, were discharged and/or written-off in conjunction with the Settlement Agreement (as defined below) because of them having a net zero dollar estimated liability value. Accordingly, the Company recognized a net of estimated liability adjustments gain of approximately $10,000, and loss of approximately $4,400,000, presented in income (loss) from discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2023 respectively. As part of the abandonment, the Company cancelled third party contracts, settled outstanding vendor and other third-party obligations, ceased to enter into new customer contracts via Medigap, and no further customer performance obligations existed. The Company does not expect further continuing involvement with Medigap, and in accordance with ASC 205-20-45-9, no corporate overhead has been allocated to discontinued operations.   Settlement Agreement   On June 30, 2023, the Company entered into a confidential settlement agreement and mutual release (the “Settlement Agreement”) with certain Medigap affiliated entities and persons, and the former owners of Medigap, whereby the Company would receive a settlement payment of $2,900,000 and was released from all past and future Medigap obligations and liabilities. The settlement payment was received in full by the Company in July 2023 and is recorded as income from discontinued operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2023.   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     June 30, 2023     December 31, 2022   Accounts receivable     -     $ 73,223 Accounts receivable, related parties     -       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 June 30, 2023                             Accounts receivable   $ 56,398     $ -     $ (56,398 )   $              -   Accounts receivable, related party     3,595       -       (3,595 )     -   Other receivables     5,388       -       (5,388 )     -   Current assets – Medigap   $ 65,381     $ -     $ (65,381 )   $ -                                     Property and equipment, net   $ 22,378     $ -     $ (22,378 )   $ -   Right-of-use assets     119,594       -       (119,594 )     -   Intangibles, net     4,570,536       (4,258,214 )1     (312,322 )     -   Goodwill     4,825,634       -       (4,825,634 )     -   Other assets - Medigap   $ 9,538,142     $ (4,258,214 )   $ (5,279,928 )   $ -                                     Total assets - Medigap   $ 9,603,523     $ (4,258,214 )   $ (5,345,309 )   $ -                                     Accounts payable and other accrued liabilities   $ 4,157     $ -     $ (4,157 )   $ -   Short term financing agreements     29,500       (29,500 )     -       -   Chargeback Reserve     831,725       -       (831,725 )2     -   Current portion of leases payable     134,517       -       (134,517 )3     -   Other liabilities     9,842       -       (9,842 )3     -   Current Liabilities - Medigap   $ 1,009,741     $ (29,500 )   $ (980,241 )   $ -                                     Total Liabilities - Medigap   $ 1,009,741     $ (29,500 )   $ (980,241 )   $ -                                     Net assets and liabilities - Medigap   $ 8,593,782     $ (4,228,714 )   $ (4,365,068 )   $ -     1 Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. 2 Estimated liability write-off per net zero dollar estimated liability value. 3 Liability discharge pursuant to the Settlement Agreement.     The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations.       Three Months Ended June 30, 2023     Three Months Ended June 30, 2022     Six Months Ended June 30, 2023     Six Months Ended June 30, 2022     Three Months Ended June 30, 2023   Income                                                 Commission income   $ 11,025     $ 1,359,976     $ 744,030     $ 2,537,061                                                   Expenses                                         Commission expense     5,491       187,196       110,639       305,740           Salaries and wages     53,508       539,380       454,823       989,743           General and administrative expenses     10,612       129,048       129,348       248,323           Marketing and advertising     36,544       614,226       426,819       1,111,719           Depreciation and amortization     -       61,964       7,283       100,488           Other expenses (income)     267       (7,500 )     (3,902 )     (7,456 )         Total discontinued operations expenses before impairments and write-offs     106,422       1,524,314       1,125,010       2,748,557           Total discontinued operations income / (loss) before impairments and write-offs   $ (95,397 )   $ (164,338 )   $ (380,980 )   $ (211,496 )         Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities                                                                                   Settlement Recovery   $ 2,900,000     -     $ 2,900,000                                                           Asset impairment losses                                         Accounts receivable     -       -       (56,398 )     -           Accounts receivable, related parties     -       -       (3,595 )     -           Other receivables     -       -       (5,388 )     -           Property and equipment, net     -       -       (22,378 )     -           Right-of-use assets     -       -       (119,594 )     -           Intangibles, net     -       -       (312,322 )     -           Goodwill     -       -       (4,825,634 )     -           Total Asset Impairments     -       -       (5,345,309 )     -                                                     Liability write-off gains                                         Accounts payable and other accrued liabilities     -       -       4,157       -           Other payables     9,842       -       9,842       -           Chargeback reserve     -       -       831,725       -           Current portion of leases payable     -       -       134,517       -           Total liability write-off gains     9,842       -       980,241       -                                                     Discontinued operations net asset and liability impairments / write-offs gains and (losses)     9,842     -       (4,365,068 )     -                                                     Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities     2,909,842       -       (1,465,068 )     -                                                     Gain (loss) from discontinued operations before tax     2,814,445       (164,338 )     (1,846,048 )     (211,496 )                                                   Consolidated statement of operations - Income (loss) from discontinued operations before tax   $ 2,814,445     $ (164,338 )   $ (1,846,048 )   $ (211,496 )           Recently Issued Accounting Pronouncements   We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements.

v3.23.2

GOODWILL AND OTHER INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS	NOTE 2. GOODWILL AND OTHER INTANGIBLE ASSETS   The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022, adjusted for discontinued operations. SCHEDULE OF IMPAIRMENT OF GOODWILL     Goodwill   December 31, 2021   $ 10,050,277   Goodwill recognized in connection with Barra acquisition on April 26, 2022     4,236,822   December 31, 2022     14,287,099   June 30, 2023   $ 14,287,099     For the year ended December 31, 2022, due to a declining market capitalization attributed to Medigap’s performance, the Company performed a goodwill impairment test utilizing the Market Approach – Traded Market Value Method, concluding that the Company’s fair value and resultant net assets, implied a goodwill balance of $19,100,000 versus our goodwill balance prior to write-down of $33,400,000. Thus, the Company recognized a goodwill impairment loss of $14,373,374. As of June 30, 2023, the Company recognized an additional goodwill impairment of $4,825,634 upon the abandonment of Medigap.   The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022 inclusive of discontinued operations.       Goodwill   December 31, 2021   $ 10,050,277   Goodwill recognized in connection with Medigap acquisition     19,199,008   Goodwill recognized in connection with Barra acquisition     4,236,822   Goodwill impairment (Medigap) during the year-ended December 31, 2022     (14,373,374 ) December 31, 2022     19,112,733   Goodwill impairment (Medigap) during the six months ended June 30, 2023     (4,825,634 ) June 30, 2023   $ 14,287,099     The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of June 30, 2023: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD      Weighted Average Remaining Amortization period (Years)     Gross Carrying Amount     Accumulated Amortization     Net Carrying Amount   Trade name and trademarks     2.0     $ 1,807,187     $ (1,144,749 )   $ 662,438   Internally developed software     3.7       1,783,837       (464,372 )     1,319,465   Customer relationships     8.5       11,922,290       (2,635,325 )     9,286,965   Purchased software     0.3       667,206       (600,937 )     66,269   Video production assets     -       50,000       (50,000 )     -   Non-competition agreements     1.4       3,504,810       (2,531,250 )     973,560               $ 19,735,330     $ (7,426,633 )   $ 12,308,697     The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2022:       Weighted Average Remaining Amortization period (Years)     Gross Carrying Amount     Accumulated Amortization     Net Carrying Amount   Trade name and trademarks     4.4     $ 1,806,188     $ (969,241 )   $ 836,947   Internally developed software     4.1       1,635,178       (287,990 )     1,347,188   Customer relationships     9.0       11,922,290       (2,076,086 )     9,846,204   Purchased software     0.4       665,137       (581,497 )     83,640   Video production assets     -       50,000       (50,000 )     -   Non-competition agreements     1.9       3,504,810       (2,179,420 )     1,325,390   Total           $ 19,583,603     $ (6,144,234 )   $ 13,439,369     The following table reflects expected amortization expense as of June 30, 2023, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31,   Amortization Expense   2023 (remainder of year)   $ 1,279,911   2024     2,190,466   2025     1,796,510   2026     1,527,816   2027     1,194,592   Thereafter     4,319,402   Total   $ 12,308,697

v3.23.2

LONG-TERM DEBT AND SHORT-TERM FINANCINGS	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
LONG-TERM DEBT AND SHORT-TERM FINANCINGS	NOTE 3. LONG-TERM DEBT AND SHORT-TERM FINANCINGS   Long-Term Debt   The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT     June 30, 2023     December 31, 2022                 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5%, maturing August 2028, net of deferred financing costs of $11,279 and $12,388 as of June 30, 2023 and December 31, 2022, respectively   $ 398,734     $ 426,883   Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5%, maturing August 2028, net of deferred financing costs of $11,279 and $12,388 as of June 30, 2023 and December 31, 2022, respectively   $ 398,734     $ 426,883   Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5%, maturing December 2028, net of deferred financing costs of $13,800 and $15,076 as of June 30, 2023 and December 31, 2022, respectively     649,875       693,682   Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0%, maturing April 2029, net of deferred financing costs of $8,469 and $9,206 as of June 30, 2023 and December 31, 2022, respectively     742,833       788,596   Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0%, maturing May 2029, net of deferred financing costs of $33,935 and $36,843 as of June 30, 2023 and December 31, 2022, respectively     1,874,813       1,987,846   Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0%, maturing September 2029, net of deferred financing costs of $38,889 and $42,129 as of June 30, 2023 and December 31, 2022, respectively     3,076,800       3,249,575   Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of Prime Rate plus 2.5%, maturing May 2032, net of deferred financing costs of $187,475 and $198,188 as of June 30, 2023 and December 31, 2022, respectively     6,297,846       6,321,812         13,040,901       13,468,394   Less: current portion     (1,329,121 )     (1,118,721 ) Long-term debt   $ 11,711,780     $ 12,349,673     Oak Street Funding LLC – Term Loans and Credit Facilities SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES  Fiscal year ending December 31,   Maturities of Long-Term Debt   2023 (remainder of year)   $ 647,062   2024     1,401,013   2025     1,560,173   2026     1,733,052   2027     1,925,105   Thereafter     6,068,494   Total     13,334,899   Less: debt issuance costs     (293,998 ) Total   $ 13,040,901     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 ranging between 0% and 8% per annum. As of June 30, 2023 and 2022, respectively, approximately $195,000 and $377,000 remained outstanding on short-term financings.

v3.23.2

WARRANT LIABILITIES	6 Months Ended
	Jun. 30, 2023
Warrant Liabilities
WARRANT LIABILITIES	NOTE 4. WARRANT LIABILITIES   Series B Warrants   Pursuant to the terms of the SPA, during the quarter ended June 30, 2023, the Series B Warrants’ effective exercise price reset to $2.63. As of June 30, 2023, there remain 1,331,667 Series B Warrants outstanding.   For the three and six months ended June 30, 2023, net fair value gains and losses recognized for the Series B Warrants were a loss of $1,584,684 and a gain of $2,642,267, respectively. For the three and six months ended June 30, 2022, net fair value gains and losses recognized for the Series B Warrants were gains of $12,322,737 and $24,748,163, respectively, presented in the recognition and change in fair value of warrant liabilities account in the consolidated statements of operations. The Series B Warrant liability outstanding as of June 30, 2023 and December 31, 2022 was $3,741,984 and $6,384,250 respectively, presented in the warrant liability account on the consolidated balance sheets.   Placement Agent Warrants   For the three and six months ended June 30, 2023, net fair value gains and losses recognized for the Placement Agent Warrants (“PAW”) were, a loss of $7,825 and a gain of $31,456, respectively. For the three and six months ended June 30, 2022, net fair value gains recognized for the PAW were $310,514 and losses of $268,948, respectively, presented in the recognition and change in fair value of warrant liabilities account in the consolidated statements of operations. The PAW liability outstanding as of June 30, 2023 and December 31, 2022 was $17,444 and $48,900, respectively, presented in the warrant liability account on the consolidated balance sheets.

v3.23.2

EQUITY	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
EQUITY	NOTE 5. EQUITY   Common Stock   The Company is authorized to issue 133,333,333 shares of common stock, $0.086 par value. Each share of issued and outstanding common stock entitles the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.   In January 2023, the Company issued 109,358 shares of the Company’s common stock to settle two earn-out liabilities.   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 of the Company’s authorized and issued and outstanding common stock (the “Reverse Split-2023”). The par value remains unchanged. All share and per share information as well as common stock and additional paid-in capital have been retroactively adjusted to reflect the Reverse Split-2023 for all periods presented, unless otherwise indicated. The split resulted in a rounding addition of approximately 15,300 shares valued at par, totaling $1,300.   In March 2023, Yes Americana, a related party, converted $645,000 of outstanding debt into 66,743 shares of the Company’s common stock. The conversion considered the fair market value of the stock on the day of conversion of $9.67 for the total of 66,743 shares.   In March 2023, the Company issued 155,038 shares of the Company’s common stock in conjunction with the Private Placement-2023 as defined and discussed further below.   During the second quarter of 2023, the Company issued 112,557 shares of the Company’s common stock in lieu of services provided.   In May 2023, the Company issued 352,260 shares of the Company’s common stock to settle an earn-out liability.   In May 2023, the Company issued 22,219 shares of the Company’s common stock pursuant to vested restricted stock awards earned by agents through an equity-based compensation program at one of the Company’s subsidiaries.   As of June 30, 2023 and December 31, 2022, there were 2,053,084 and 1,219,573 shares of Common Stock outstanding, respectively.     Warrants   Series A Warrants   In conjunction with the Company’s initial public offering, the Company issued 138,000 Series A Warrants which were classified as equity warrants because of provisions, pursuant to the warrant agreement, that permit the holder 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 were recorded at a value per the offering of $0.15. The warrants may be exercised at any point from the effective date until the 5-year anniversary of issuance and are not subject to standard antidilution provisions. After taking into account warrant exercises, there were 113,000 Series A warrants outstanding as of June 30, 2023 and December 31, 2022.   Series E and F Warrants   On March 13, 2023, the Company entered into a securities purchase agreement (the “SPA-2023”) with one institutional buyer for the purchase and sale of, (i) an aggregate of 155,038 shares (the “Common Shares”) of the Company’s common stock, par value $0.086 per share (the “Common Stock”) along with accompanying common warrants (the “Common Units”), (ii) prefunded warrants (the “Prefunded Warrants” or “Series E Warrants”) that are exercisable into 897,594 shares of Common Stock (the “Prefunded Warrant Shares”) along with accompanying common warrants (the “Pre-Funded Units”), and (iii) common warrants (the “Common Warrants” or “Series F Warrants”) to initially acquire up to 2,105,264 shares of Common Stock (the “Common Warrant Shares”) (representing 200% of the Common Shares and Prefunded Warrant Shares) in a private placement offering (the “Private Placement-2023”). Additionally, the Company agreed to issue a warrant to the Placement Agent (defined below), to initially acquire 52,632 shares of common stock (the “PA Warrant”) and 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 per share, subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the 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 per share, subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the SPA-2023. The PA Warrant will be exercisable six months following the date of issuance and will expire five years from the date of issuance.   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% of gross proceeds cash fee and the reimbursement of certain Placement Agent fees and customary expenses.   Gross and net proceeds to the Company from the Private Placement-2023 were approximately $4 million and $3.4 million respectively, to be utilized primarily for general working capital and administrative purposes. Direct financing fees approximated $553,000.   The Company determined the Series E Warrants, Series F Warrants, and PA Warrants are equity in nature because of provisions, pursuant to the warrant agreements, that permit the holder to obtain a fixed number of shares for a fixed monetary amount. The values offset to $0 in additional paid-in capital in the Company’s condensed consolidated statements of stockholders’ equity (deficit).     Equity-based Compensation   During the six month period ended June 30, 2023, an executive was awarded an annual stock award in conjunction with a promotion agreement, consisting of 2,667 shares of the Company’s common stock per annum, to vest monthly throughout the term of employment. For the three and six months ended June 30, 2023, total stock compensation for this award was valued at approximately $5,601, and $11,443, respectively, recorded as stock-based compensation.   Total stock-based compensation expense recorded in general and administrative expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 was $35,367 and $79,163, respectively.

v3.23.2

EARNINGS (LOSS) PER SHARE	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
EARNINGS (LOSS) PER SHARE	NOTE 6. EARNINGS (LOSS) PER SHARE   Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding.   If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS.   The following calculates basic and diluted EPS: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS      Three Months     Three Months       Ended     Ended       June 30, 2023     June 30, 2022   (Loss) income from continuing operations, numerator, basic and diluted computation   $ (3,869,732 )   $ 10,660,028                     Weighted average common shares, basic     2,716,512       1,069,157   Effect of series B warrants     -       -   Effect of stock awards     -       2,128   Effect of preferred stock     -       147,939   Weighted average common shares, dilutive     2,716,512       1,219,224   (Loss) earnings per common share – basic   $ (1.42 )   $ 9.97   (Loss) earnings per common share – diluted   $ (1.42 )     8.74           Six Months     Six Months       Ended     Ended       June 30, 2023     June 30, 2022   (Loss) income from continuing operations   $ (997,776 )   $ 20,047,189   Deemed dividend     -       (6,930,335 ) Net income continuing operations, numerator, basic computation     (997,776 )     13,116,854   Recognition and change in fair value of warrant liabilities     -       (26,625,915 ) Net loss continuing operations, numerator, diluted computation   $ (997,776 )   $ (13,509,061 )                   Weighted average common shares, basic     2,138,444       1,025,108   Effect of series B warrants     -       43,128   Weighted average common shares, dilutive     2,138,444       1,068,236   Loss per common share – basic     (0.47 )     12.80   Loss per common share – diluted   $ (0.47 )   $ (12.65 )   The reversal of the gain on the change fair value of the Series B warrant liability for the six months June 30, 2022 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 SHARES      June 30, 2023     June 30, 2022       For the Three Months Ended       June 30, 2023     June 30, 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 F warrants     2,105,264       -   Shares subject to placement agent warrants     52,632       -   Shares subject to unvested stock awards     3,471       -   Shares subject to conversion of Series B preferred stock     -       -   Shares subject to warrant liability     -       668,299         June 30, 2023     June 30, 2022       For the Six Months Ended       June 30, 2023     June 30, 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 F warrants     2,105,264       -   Shares subject to placement agent warrants     52,632       -   Shares subject to unvested stock awards     3,471       4,621   Shares subject to conversion of Series B preferred stock     -       147,939   Shares subject to warrant liability     -       -

v3.23.2

LEASES	6 Months Ended
	Jun. 30, 2023
Leases
LEASES	NOTE 7. LEASES   Operating lease expense for the three months ended June 30, 2023 and 2022 was $123,326 and $111,900, respectively. Operating lease expense for the six months ended June 30, 2023 and 2022 was $239,296 and $219,223 respectively. As of June 30, 2023, the weighted average remaining lease term and weighted average discount rate for the operating leases were 3.89 years and 6.20% respectively.   Future minimum lease payment under these operating leases consisted of the following: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT  Period ending June 30, 2023   Operating Lease Obligations   2023   $ 216,833   2024     357,688   2025     166,384   2026     113,738   2027     117,150   Thereafter     151,052   Total undiscounted operating lease payments     1,122,845   Less: Imputed interest     116,127   Present value of operating lease liabilities   $ 1,006,718

v3.23.2

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8. COMMITMENTS AND CONTINGENCIES   Legal Contingencies   The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, no legal contingencies are accrued as of June 30, 2023 and December 31, 2022. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time have been subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.   Earn-out liabilities   The following outlines changes to the Company’s earn-out liability balances for the respective periods ended June 30, 2023 and December 31, 2022: SCHEDULE OF EARN-OUT LIABILITY      Fortman     Montana     Altruis     Kush     Barra     Total   Ending balance December 31, 2022   $ 667,000     $ 500,000     $ 834,943     $ 147,535     $ 560,000     $ 2,709,478   Changes due to business combinations     -       -       -       -       -       -   Changes due to payments   $ (1,433,700 )   $ (250,000 )   $ (929,168 )   $ (147,535 )     -       (2,760,403 ) Changes due to fair value adjustments     766,700       150,000       94,225       -       9,000       1,019,925   Ending balance June 30, 2023   $ -     $ 400,000     $ -     $ -     $ 569,000     $ 969,000         Fortman     Montana     Altruis     Kush     Barra     Total   Ending balance December 31, 2021   $ 515,308     $ 615,969     $ 992,868     $ 1,689,733     $ -     $ 3,813,878   Beginning balance   $ 515,308     $ 615,969     $ 992,868     $ 1,689,733     $ -     $ 3,813,878   Changes due to business combinations     -       -       -       -       600,000       600,000   Changes due to payments     (34,430 )     (326,935 )     (84,473 )     (1,259,087 )     -       (1,704,925 ) Changes due to fair value adjustments     186,122       210,966       (73,452 )     (283,111 )     (40,000 )     525   Ending balance December 31, 2022   $ 667,000     $ 500,000     $ 834,943     $ 147,535     $ 560,000     $ 2,709,478   Ending balance   $ 667,000     $ 500,000     $ 834,943     $ 147,535     $ 560,000     $ 2,709,478

v3.23.2

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9. RELATED PARTY TRANSACTIONS   On September 13, 2022, the Company issued a promissory note to YES Americana Group, LLC (“Americana”) a related party entity beneficially owned by the Company’s Chief Executive Officer, for the principal sum of $1,500,000 (the “Note”), accruing monthly interest of 5% per annum beginning nine months after Note issuance. 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.   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, during the month of March 2023 the Company repaid to Americana $400,000. During the months of April and June of 2023 the company repaid to Americana an additional $230,000. As of June 30, 2023 and December 31, 2022 respectively, the balance owed to Americana was $570,000 and $1,500,000, reclassified and recorded in the convertible debt, related parties, less current portion account in the condensed consolidated balance sheets.   The Company has amounts payable to Reliance Global Holdings, LLC, a related party beneficially owned by the Company’s Chief Executive Officer stemming from funds loaned to the Company for various subsidiary acquisitions. These loans do not bear interest and there is no term. Repayment will be made at the Company’s discretion. The open balance is considered non-current and classified to the related parties, less current portion account in the condensed consolidated balance sheets with open balances of $25,479 and $100,724 as of June 30, 2023 and December 31, 2022, respectively.   The Company incurred a payable of $200,000 to an employee for a software purchased in July of 2019. The payable was issued with a $27,673 discount, utilizing a 7.5% discount rate. There are monthly payment terms of $4,167 through June 2024, the date of final settlement. The balance is carried at present value on the condensed consolidated balance sheets. The Company classifies amounts planned to be settled within twelve months from the balance sheet date to current liabilities. Accordingly, the Company presents current balances of $47,249 in the current portion of loans payables, related parties account in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. Non-current amounts are classified to the loans payable, related parties, less current portion account in the condensed consolidated balance sheets and amounted to $0 and $21,541 as of June 30, 2023, and December 31, 2022, respectively. Amortization expense to bring the payable to present value for the three and six months ended June 30, 2023 respectively, was $1,730 and $3,459, and is classified to the interest expense, related parties account in the condensed consolidated statements of operations.   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 by January 31, 2023, and all amounts unpaid thereafter will accrue interest at a rate of 1.5% per month until paid. The Company intends to fully repay all unpaid amounts inclusive of interest over the next twenty-four months. The Company classifies amounts planned to be settled within twelve months from the balance sheet date to current liabilities. Accordingly, the Company reclassifies and presents current balances of $825,000 and $1,375,000 respectively, in the current portion of loans payables, related parties account in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. Non-current amounts are classified to the loans payable, related parties, less current portion account in the condensed consolidated balance sheets and amounted to $281,916 and $0 as of June 30, 2023, and December 31, 2022 respectively. Interest expense for the three and six months ended June 30, 2023 respectively, was $49,423 and $89,170, recorded to interest expense, related parties in the condensed consolidated statements of operations.

v3.23.2

INVESTMENT IN NSURE	6 Months Ended
	Jun. 30, 2023
Investments, All Other Investments [Abstract]
INVESTMENT IN NSURE	NOTE 10. INVESTMENT IN NSURE   During April 2023, the Company sold its remaining 262,684 of NSURE shares to unaffiliated third parties, receiving the shares’ cost basis and cash proceeds of $900,000. The Company’s remaining NSURE share balance as of June 30, 2023, was zero.

v3.23.2

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS   Pursuant to the terms of the SPA, on July 7, 2023, the Series B Warrants’ effective exercise price reset to $2.50, and on July 14, 2023, 165,000 Series B Warrants were exercised into 73,264 shares of common stock in a cashless exercise. Accordingly, the adjusted balance of Series B Warrants outstanding as of the exercise date is 1,166,667.

v3.23.2

SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation   The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation.   The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Liquidity	Liquidity   As of June 30, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $2,680,000, current assets were approximately $7,132,000, while current liabilities were approximately $4,865,000. As of June 30, 2023, the Company had positive working capital of approximately $2,268,000 and stockholders’ equity of approximately $13,027,000. For the six months ended June 30, 2023, the Company reported loss from operations of approximately $2,843,000, a non-cash, non-operating gain on the recognition and change in fair value of warrant liabilities of approximately $2,674,000, resulting in net loss from continuing operations of approximately $998,000, a net loss from discontinued operations of approximately $1,846,000, resulting in an overall net loss of approximately $2,844,000. The Company completed a capital offering in March 2023, raising net proceeds of approximately $3,446,000.   Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”).
Use of Estimates	Use of Estimates   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.
Cash and Restricted Cash	Cash and Restricted Cash   Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW      June 30, 2023     June 30, 2022   Cash   $ 1,274,743     $ 2,979,769   Restricted cash     1,405,513       1,417,634   Total cash and restricted cash   $ 2,680,256     $ 4,397,403
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: The Company re-measures fair value of its Level 3 warrant liabilities at the balance sheet date, using a binomial option pricing model. The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY      June 30, 2023     December 31, 2022   Stock price   $ 4.71     $ 8.55   Volatility     105.0 %     105.0 % Time to expiry     3.51       4.01   Dividend yield     0 %     0 % Risk free rate     4.4 %     4.1 %   The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT      Series B Warrant Commitment     Series B Warrant Liabilities     Placement Agent Warrants     Total   Beginning balance, December 31, 2022   $         -     $ 6,384,250     $ 48,900     $ 6,433,150   Unrealized (gain) loss     -       (4,226,950 )     (39,281 )     (4,266,231 ) Ending balance, March 31, 2023     -       2,157,300       9,619       2,166,919   Beginning balance,     -       2,157,300       9,619       2,166,919   Unrealized (gain) loss     -       1,584,684       7,825       1,592,509   Ending balance, June 30, 2023   $ -     $ 3,741,984     $ 17,444     $ 3,759,428   Ending balance   $ -     $ 3,741,984     $ 17,444     $ 3,759,428     Earn-out liabilities: The Company generally values its Level 3 earn-out liabilities using the income valuation approach. Key valuation inputs include contingent payment arrangement terms, projected revenues and cash flows, rate of return, and probability assessments. The following table summarizes the significant unobservable inputs used in the fair value measurements: SCHEDULE OF FAIR VALUE MEASUREMENTS      June 30, 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 Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY      June 30, 2023   WACC Risk Premium:     14.0 % Volatility     50.0 % Credit Spread:     9.6 % Payment Delay (days)     90   Risk free rate     USD Yield Curve   Discounting Convention:     Mid-period   Number of Iterations     100,000       Undiscounted remaining earn out payments were approximately $1,147,000 as of June 30, 2023. The following table reconciles fair value of earn-out liabilities for the periods ended June 30, 2023, and December 31, 2022: SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE      June 30, 2023     December 31, 2022   Beginning balance – January 1   $ 2,709,478     $ 3,813,878                     Acquisitions and settlements     (2,760,403 )     (1,104,925 )                   Period adjustments:                 Fair value changes included in earnings*     1,019,925       525                     Ending balance     969,000       2,709,478   Less: Current portion     (969,000 )     (2,153,478 ) Ending balance, less current portion   $ -     $ 556,000     * Recorded as a reduction to general and administrative expenses
Revenue Recognition	Revenue Recognition   The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE  Three Months ended June 30, 2023   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 206,668     $ 4,471     $ -     $ 211,139   USBA     11,426       658       -       12,084   CCS/UIS     -       -       73,402       73,402   Montana     444,783       3,350       -       448,133   Fortman     288,902       1,680       227,176       517,758   Altruis     1,200,537       -       -       1,200,537   Kush     322,188       -       -       322,188   Barra     52,209       61,821       296,634       410,664   Total   $ 2,526,713     $ 71,980     $ 597,212     $ 3,195,905     Six Months ended June 30, 2023   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 439,949     $ 8,571     $ -     $ 448,520   USBA     22,689       1,423       -       24,112   CCS/UIS     -       -       120,172       120,172   Montana     930,792       8,335       -       939,127   Fortman     596,557       2,073       433,544       1,032,174   Altruis     3,068,673       -       -       3,068,673   Kush     642,479       -       -       642,479   Barra     121,319       85,202       653,230       859,751   Total   $ 5,822,458     $ 105,604     $ 1,206,946     $ 7,135,008       Three Months ended June 30, 2022   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 178,936     $ 5,915     $ -     $ 184,851   USBA     12,319       -       -       12,319   CCS/UIS     -       -       57,195       57,195   Montana     450,742       963       -       451,705   Fortman     357,334       -       205,804       563,138   Altruis     881,337       834       -       882,171   Kush     425,449       -       -       425,449   Reli Exchange     47,661       22,263       200,397       270,321   Total   $ 2,353,778     $ 29,975     $ 463,396     $ 2,847,149     Six Months ended June 30, 2022   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 399,547     $ 6,488     $ -     $ 406,035   USBA     25,906       -       -       25,906   CCS/UIS     -       -       101,077       101,077   Montana     956,329       2,097       -       958,426   Fortman     687,060       2,873       403,064       1,092,997   Altruis     2,184,367       2,676       -       2,187,043   Kush     864,040       -       -       864,040   Reli Exchange     47,662       22,263       200,397       270,322   Total   $ 5,164,911     $ 36,397     $ 704,538     $ 5,905,846     The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES                    For the three months ended June 30,   Insurance Carrier   2023     2022   Priority Health     28 %     30 % BlueCross BlueShield     12 %     13 % Insurance Carrier     12 %     13 %                     For the six months ended June 30,   Insurance Carrier   2023     2022   Priority Health     37 %     36 % BlueCross BlueShield     13 %     14 % Insurance Carrier     37 %     36 %   No other single customer accounted for more than 10% of the Company’s commission revenues during the three and six months ended June 30, 2023 and 2022. The loss of any significant customer could have a material adverse effect on the Company. Customers from 2022 were adjusted to reflect percentages of revenue from continued operations.
Income Taxes	Income Taxes   The Company recorded no income tax expense for the three and six months ended June 30, 2023 and 2022 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.   As of June 30, 2023 and December 31, 2022, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.
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, as well as, its short-term financing arrangement of $29,500, and each are respectively classified in the intangible assets and short term financing agreements accounts in the condensed consolidated balance sheets for the periods ended June 30, 2023 and December 31, 2022. These assets have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. Medigap’s remaining assets were considered to have no remaining asset value and were fully impaired. Certain liabilities and estimated liabilities as outlined in the tables herein, were discharged and/or written-off in conjunction with the Settlement Agreement (as defined below) because of them having a net zero dollar estimated liability value. Accordingly, the Company recognized a net of estimated liability adjustments gain of approximately $10,000, and loss of approximately $4,400,000, presented in income (loss) from discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2023 respectively. As part of the abandonment, the Company cancelled third party contracts, settled outstanding vendor and other third-party obligations, ceased to enter into new customer contracts via Medigap, and no further customer performance obligations existed. The Company does not expect further continuing involvement with Medigap, and in accordance with ASC 205-20-45-9, no corporate overhead has been allocated to discontinued operations.   Settlement Agreement   On June 30, 2023, the Company entered into a confidential settlement agreement and mutual release (the “Settlement Agreement”) with certain Medigap affiliated entities and persons, and the former owners of Medigap, whereby the Company would receive a settlement payment of $2,900,000 and was released from all past and future Medigap obligations and liabilities. The settlement payment was received in full by the Company in July 2023 and is recorded as income from discontinued operations in the condensed consolidated statements of operations for the three and six months ended June 30, 2023.   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     June 30, 2023     December 31, 2022   Accounts receivable     -     $ 73,223 Accounts receivable, related parties     -       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 June 30, 2023                             Accounts receivable   $ 56,398     $ -     $ (56,398 )   $              -   Accounts receivable, related party     3,595       -       (3,595 )     -   Other receivables     5,388       -       (5,388 )     -   Current assets – Medigap   $ 65,381     $ -     $ (65,381 )   $ -                                     Property and equipment, net   $ 22,378     $ -     $ (22,378 )   $ -   Right-of-use assets     119,594       -       (119,594 )     -   Intangibles, net     4,570,536       (4,258,214 )1     (312,322 )     -   Goodwill     4,825,634       -       (4,825,634 )     -   Other assets - Medigap   $ 9,538,142     $ (4,258,214 )   $ (5,279,928 )   $ -                                     Total assets - Medigap   $ 9,603,523     $ (4,258,214 )   $ (5,345,309 )   $ -                                     Accounts payable and other accrued liabilities   $ 4,157     $ -     $ (4,157 )   $ -   Short term financing agreements     29,500       (29,500 )     -       -   Chargeback Reserve     831,725       -       (831,725 )2     -   Current portion of leases payable     134,517       -       (134,517 )3     -   Other liabilities     9,842       -       (9,842 )3     -   Current Liabilities - Medigap   $ 1,009,741     $ (29,500 )   $ (980,241 )   $ -                                     Total Liabilities - Medigap   $ 1,009,741     $ (29,500 )   $ (980,241 )   $ -                                     Net assets and liabilities - Medigap   $ 8,593,782     $ (4,228,714 )   $ (4,365,068 )   $ -     1 Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. 2 Estimated liability write-off per net zero dollar estimated liability value. 3 Liability discharge pursuant to the Settlement Agreement.     The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations.       Three Months Ended June 30, 2023     Three Months Ended June 30, 2022     Six Months Ended June 30, 2023     Six Months Ended June 30, 2022     Three Months Ended June 30, 2023   Income                                                 Commission income   $ 11,025     $ 1,359,976     $ 744,030     $ 2,537,061                                                   Expenses                                         Commission expense     5,491       187,196       110,639       305,740           Salaries and wages     53,508       539,380       454,823       989,743           General and administrative expenses     10,612       129,048       129,348       248,323           Marketing and advertising     36,544       614,226       426,819       1,111,719           Depreciation and amortization     -       61,964       7,283       100,488           Other expenses (income)     267       (7,500 )     (3,902 )     (7,456 )         Total discontinued operations expenses before impairments and write-offs     106,422       1,524,314       1,125,010       2,748,557           Total discontinued operations income / (loss) before impairments and write-offs   $ (95,397 )   $ (164,338 )   $ (380,980 )   $ (211,496 )         Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities                                                                                   Settlement Recovery   $ 2,900,000     -     $ 2,900,000                                                           Asset impairment losses                                         Accounts receivable     -       -       (56,398 )     -           Accounts receivable, related parties     -       -       (3,595 )     -           Other receivables     -       -       (5,388 )     -           Property and equipment, net     -       -       (22,378 )     -           Right-of-use assets     -       -       (119,594 )     -           Intangibles, net     -       -       (312,322 )     -           Goodwill     -       -       (4,825,634 )     -           Total Asset Impairments     -       -       (5,345,309 )     -                                                     Liability write-off gains                                         Accounts payable and other accrued liabilities     -       -       4,157       -           Other payables     9,842       -       9,842       -           Chargeback reserve     -       -       831,725       -           Current portion of leases payable     -       -       134,517       -           Total liability write-off gains     9,842       -       980,241       -                                                     Discontinued operations net asset and liability impairments / write-offs gains and (losses)     9,842     -       (4,365,068 )     -                                                     Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities     2,909,842       -       (1,465,068 )     -                                                     Gain (loss) from discontinued operations before tax     2,814,445       (164,338 )     (1,846,048 )     (211,496 )                                                   Consolidated statement of operations - Income (loss) from discontinued operations before tax   $ 2,814,445     $ (164,338 )   $ (1,846,048 )   $ (211,496 )
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.

v3.23.2

SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
Platform Operator, Crypto-Asset [Line Items]
SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW	Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW      June 30, 2023     June 30, 2022   Cash   $ 1,274,743     $ 2,979,769   Restricted cash     1,405,513       1,417,634   Total cash and restricted cash   $ 2,680,256     $ 4,397,403
SCHEDULE OF EARN OUT LIABILITY	SCHEDULE OF EARN OUT LIABILITY      June 30, 2023     December 31, 2022   Stock price   $ 4.71     $ 8.55   Volatility     105.0 %     105.0 % Time to expiry     3.51       4.01   Dividend yield     0 %     0 % Risk free rate     4.4 %     4.1 %
SCHEDULE OF RECONCILES WARRANT COMMITMENT	The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT      Series B Warrant Commitment     Series B Warrant Liabilities     Placement Agent Warrants     Total   Beginning balance, December 31, 2022   $         -     $ 6,384,250     $ 48,900     $ 6,433,150   Unrealized (gain) loss     -       (4,226,950 )     (39,281 )     (4,266,231 ) Ending balance, March 31, 2023     -       2,157,300       9,619       2,166,919   Beginning balance,     -       2,157,300       9,619       2,166,919   Unrealized (gain) loss     -       1,584,684       7,825       1,592,509   Ending balance, June 30, 2023   $ -     $ 3,741,984     $ 17,444     $ 3,759,428   Ending balance   $ -     $ 3,741,984     $ 17,444     $ 3,759,428
SCHEDULE OF FAIR VALUE MEASUREMENTS	SCHEDULE OF FAIR VALUE MEASUREMENTS      June 30, 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 GAIN OR LOSSES RECOGNIZED FAIR VALUE	SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE      June 30, 2023     December 31, 2022   Beginning balance – January 1   $ 2,709,478     $ 3,813,878                     Acquisitions and settlements     (2,760,403 )     (1,104,925 )                   Period adjustments:                 Fair value changes included in earnings*     1,019,925       525                     Ending balance     969,000       2,709,478   Less: Current portion     (969,000 )     (2,153,478 ) Ending balance, less current portion   $ -     $ 556,000     * Recorded as a reduction to general and administrative expenses
SCHEDULE OF DISAGGREGATION REVENUE	The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE  Three Months ended June 30, 2023   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 206,668     $ 4,471     $ -     $ 211,139   USBA     11,426       658       -       12,084   CCS/UIS     -       -       73,402       73,402   Montana     444,783       3,350       -       448,133   Fortman     288,902       1,680       227,176       517,758   Altruis     1,200,537       -       -       1,200,537   Kush     322,188       -       -       322,188   Barra     52,209       61,821       296,634       410,664   Total   $ 2,526,713     $ 71,980     $ 597,212     $ 3,195,905     Six Months ended June 30, 2023   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 439,949     $ 8,571     $ -     $ 448,520   USBA     22,689       1,423       -       24,112   CCS/UIS     -       -       120,172       120,172   Montana     930,792       8,335       -       939,127   Fortman     596,557       2,073       433,544       1,032,174   Altruis     3,068,673       -       -       3,068,673   Kush     642,479       -       -       642,479   Barra     121,319       85,202       653,230       859,751   Total   $ 5,822,458     $ 105,604     $ 1,206,946     $ 7,135,008       Three Months ended June 30, 2022   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 178,936     $ 5,915     $ -     $ 184,851   USBA     12,319       -       -       12,319   CCS/UIS     -       -       57,195       57,195   Montana     450,742       963       -       451,705   Fortman     357,334       -       205,804       563,138   Altruis     881,337       834       -       882,171   Kush     425,449       -       -       425,449   Reli Exchange     47,661       22,263       200,397       270,321   Total   $ 2,353,778     $ 29,975     $ 463,396     $ 2,847,149     Six Months ended June 30, 2022   Medical     Life     Property and Casualty     Total   Regular                                 EBS   $ 399,547     $ 6,488     $ -     $ 406,035   USBA     25,906       -       -       25,906   CCS/UIS     -       -       101,077       101,077   Montana     956,329       2,097       -       958,426   Fortman     687,060       2,873       403,064       1,092,997   Altruis     2,184,367       2,676       -       2,187,043   Kush     864,040       -       -       864,040   Reli Exchange     47,662       22,263       200,397       270,322   Total   $ 5,164,911     $ 36,397     $ 704,538     $ 5,905,846
SCHEDULE OF CONCENTRATIONS OF REVENUES	The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES                    For the three months ended June 30,   Insurance Carrier   2023     2022   Priority Health     28 %     30 % BlueCross BlueShield     12 %     13 % Insurance Carrier     12 %     13 %                     For the six months ended June 30,   Insurance Carrier   2023     2022   Priority Health     37 %     36 % BlueCross BlueShield     13 %     14 % Insurance Carrier     37 %     36 %
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     June 30, 2023     December 31, 2022   Accounts receivable     -     $ 73,223 Accounts receivable, related parties     -       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 June 30, 2023                             Accounts receivable   $ 56,398     $ -     $ (56,398 )   $              -   Accounts receivable, related party     3,595       -       (3,595 )     -   Other receivables     5,388       -       (5,388 )     -   Current assets – Medigap   $ 65,381     $ -     $ (65,381 )   $ -                                     Property and equipment, net   $ 22,378     $ -     $ (22,378 )   $ -   Right-of-use assets     119,594       -       (119,594 )     -   Intangibles, net     4,570,536       (4,258,214 )1     (312,322 )     -   Goodwill     4,825,634       -       (4,825,634 )     -   Other assets - Medigap   $ 9,538,142     $ (4,258,214 )   $ (5,279,928 )   $ -                                     Total assets - Medigap   $ 9,603,523     $ (4,258,214 )   $ (5,345,309 )   $ -                                     Accounts payable and other accrued liabilities   $ 4,157     $ -     $ (4,157 )   $ -   Short term financing agreements     29,500       (29,500 )     -       -   Chargeback Reserve     831,725       -       (831,725 )2     -   Current portion of leases payable     134,517       -       (134,517 )3     -   Other liabilities     9,842       -       (9,842 )3     -   Current Liabilities - Medigap   $ 1,009,741     $ (29,500 )   $ (980,241 )   $ -                                     Total Liabilities - Medigap   $ 1,009,741     $ (29,500 )   $ (980,241 )   $ -                                     Net assets and liabilities - Medigap   $ 8,593,782     $ (4,228,714 )   $ (4,365,068 )   $ -     1 Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. 2 Estimated liability write-off per net zero dollar estimated liability value. 3 Liability discharge pursuant to the Settlement Agreement.     The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations.       Three Months Ended June 30, 2023     Three Months Ended June 30, 2022     Six Months Ended June 30, 2023     Six Months Ended June 30, 2022     Three Months Ended June 30, 2023   Income                                                 Commission income   $ 11,025     $ 1,359,976     $ 744,030     $ 2,537,061                                                   Expenses                                         Commission expense     5,491       187,196       110,639       305,740           Salaries and wages     53,508       539,380       454,823       989,743           General and administrative expenses     10,612       129,048       129,348       248,323           Marketing and advertising     36,544       614,226       426,819       1,111,719           Depreciation and amortization     -       61,964       7,283       100,488           Other expenses (income)     267       (7,500 )     (3,902 )     (7,456 )         Total discontinued operations expenses before impairments and write-offs     106,422       1,524,314       1,125,010       2,748,557           Total discontinued operations income / (loss) before impairments and write-offs   $ (95,397 )   $ (164,338 )   $ (380,980 )   $ (211,496 )         Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities                                                                                   Settlement Recovery   $ 2,900,000     -     $ 2,900,000                                                           Asset impairment losses                                         Accounts receivable     -       -       (56,398 )     -           Accounts receivable, related parties     -       -       (3,595 )     -           Other receivables     -       -       (5,388 )     -           Property and equipment, net     -       -       (22,378 )     -           Right-of-use assets     -       -       (119,594 )     -           Intangibles, net     -       -       (312,322 )     -           Goodwill     -       -       (4,825,634 )     -           Total Asset Impairments     -       -       (5,345,309 )     -                                                     Liability write-off gains                                         Accounts payable and other accrued liabilities     -       -       4,157       -           Other payables     9,842       -       9,842       -           Chargeback reserve     -       -       831,725       -           Current portion of leases payable     -       -       134,517       -           Total liability write-off gains     9,842       -       980,241       -                                                     Discontinued operations net asset and liability impairments / write-offs gains and (losses)     9,842     -       (4,365,068 )     -                                                     Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities     2,909,842       -       (1,465,068 )     -                                                     Gain (loss) from discontinued operations before tax     2,814,445       (164,338 )     (1,846,048 )     (211,496 )                                                   Consolidated statement of operations - Income (loss) from discontinued operations before tax   $ 2,814,445     $ (164,338 )   $ (1,846,048 )   $ (211,496 )
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
SCHEDULE OF EARN OUT LIABILITY	The Company values its Level 3 earn-out liability related to the Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY      June 30, 2023   WACC Risk Premium:     14.0 % Volatility     50.0 % Credit Spread:     9.6 % Payment Delay (days)     90   Risk free rate     USD Yield Curve   Discounting Convention:     Mid-period   Number of Iterations     100,000

v3.23.2

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF IMPAIRMENT OF GOODWILL	The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022, adjusted for discontinued operations. SCHEDULE OF IMPAIRMENT OF GOODWILL     Goodwill   December 31, 2021   $ 10,050,277   Goodwill recognized in connection with Barra acquisition on April 26, 2022     4,236,822   December 31, 2022     14,287,099   June 30, 2023   $ 14,287,099     For the year ended December 31, 2022, due to a declining market capitalization attributed to Medigap’s performance, the Company performed a goodwill impairment test utilizing the Market Approach – Traded Market Value Method, concluding that the Company’s fair value and resultant net assets, implied a goodwill balance of $19,100,000 versus our goodwill balance prior to write-down of $33,400,000. Thus, the Company recognized a goodwill impairment loss of $14,373,374. As of June 30, 2023, the Company recognized an additional goodwill impairment of $4,825,634 upon the abandonment of Medigap.   The following table rolls forward the Company’s goodwill balance for the periods ended June 30, 2023, and December 31, 2022 inclusive of discontinued operations.       Goodwill   December 31, 2021   $ 10,050,277   Goodwill recognized in connection with Medigap acquisition     19,199,008   Goodwill recognized in connection with Barra acquisition     4,236,822   Goodwill impairment (Medigap) during the year-ended December 31, 2022     (14,373,374 ) December 31, 2022     19,112,733   Goodwill impairment (Medigap) during the six months ended June 30, 2023     (4,825,634 ) June 30, 2023   $ 14,287,099
SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD	The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of June 30, 2023: SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD      Weighted Average Remaining Amortization period (Years)     Gross Carrying Amount     Accumulated Amortization     Net Carrying Amount   Trade name and trademarks     2.0     $ 1,807,187     $ (1,144,749 )   $ 662,438   Internally developed software     3.7       1,783,837       (464,372 )     1,319,465   Customer relationships     8.5       11,922,290       (2,635,325 )     9,286,965   Purchased software     0.3       667,206       (600,937 )     66,269   Video production assets     -       50,000       (50,000 )     -   Non-competition agreements     1.4       3,504,810       (2,531,250 )     973,560               $ 19,735,330     $ (7,426,633 )   $ 12,308,697     The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2022:       Weighted Average Remaining Amortization period (Years)     Gross Carrying Amount     Accumulated Amortization     Net Carrying Amount   Trade name and trademarks     4.4     $ 1,806,188     $ (969,241 )   $ 836,947   Internally developed software     4.1       1,635,178       (287,990 )     1,347,188   Customer relationships     9.0       11,922,290       (2,076,086 )     9,846,204   Purchased software     0.4       665,137       (581,497 )     83,640   Video production assets     -       50,000       (50,000 )     -   Non-competition agreements     1.9       3,504,810       (2,179,420 )     1,325,390   Total           $ 19,583,603     $ (6,144,234 )   $ 13,439,369
SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS	The following table reflects expected amortization expense as of June 30, 2023, for each of the following five years and thereafter: SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS Years ending December 31,   Amortization Expense   2023 (remainder of year)   $ 1,279,911   2024     2,190,466   2025     1,796,510   2026     1,527,816   2027     1,194,592   Thereafter     4,319,402   Total   $ 12,308,697

v3.23.2

LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
SCHEDULE OF LONG TERM DEBT	The composition of the long-term debt follows: SCHEDULE OF LONG TERM DEBT     June 30, 2023     December 31, 2022                 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5%, maturing August 2028, net of deferred financing costs of $11,279 and $12,388 as of June 30, 2023 and December 31, 2022, respectively   $ 398,734     $ 426,883   Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5%, maturing August 2028, net of deferred financing costs of $11,279 and $12,388 as of June 30, 2023 and December 31, 2022, respectively   $ 398,734     $ 426,883   Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable interest of Prime Rate plus 1.5%, maturing December 2028, net of deferred financing costs of $13,800 and $15,076 as of June 30, 2023 and December 31, 2022, respectively     649,875       693,682   Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus 2.0%, maturing April 2029, net of deferred financing costs of $8,469 and $9,206 as of June 30, 2023 and December 31, 2022, respectively     742,833       788,596   Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0%, maturing May 2029, net of deferred financing costs of $33,935 and $36,843 as of June 30, 2023 and December 31, 2022, respectively     1,874,813       1,987,846   Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0%, maturing September 2029, net of deferred financing costs of $38,889 and $42,129 as of June 30, 2023 and December 31, 2022, respectively     3,076,800       3,249,575   Oak Street Funding LLC Term Loan for the acquisition of Barra, variable interest of Prime Rate plus 2.5%, maturing May 2032, net of deferred financing costs of $187,475 and $198,188 as of June 30, 2023 and December 31, 2022, respectively     6,297,846       6,321,812         13,040,901       13,468,394   Less: current portion     (1,329,121 )     (1,118,721 ) Long-term debt   $ 11,711,780     $ 12,349,673
SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES	SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES  Fiscal year ending December 31,   Maturities of Long-Term Debt   2023 (remainder of year)   $ 647,062   2024     1,401,013   2025     1,560,173   2026     1,733,052   2027     1,925,105   Thereafter     6,068,494   Total     13,334,899   Less: debt issuance costs     (293,998 ) Total   $ 13,040,901

v3.23.2

EARNINGS (LOSS) PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS	The following calculates basic and diluted EPS: SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS      Three Months     Three Months       Ended     Ended       June 30, 2023     June 30, 2022   (Loss) income from continuing operations, numerator, basic and diluted computation   $ (3,869,732 )   $ 10,660,028                     Weighted average common shares, basic     2,716,512       1,069,157   Effect of series B warrants     -       -   Effect of stock awards     -       2,128   Effect of preferred stock     -       147,939   Weighted average common shares, dilutive     2,716,512       1,219,224   (Loss) earnings per common share – basic   $ (1.42 )   $ 9.97   (Loss) earnings per common share – diluted   $ (1.42 )     8.74           Six Months     Six Months       Ended     Ended       June 30, 2023     June 30, 2022   (Loss) income from continuing operations   $ (997,776 )   $ 20,047,189   Deemed dividend     -       (6,930,335 ) Net income continuing operations, numerator, basic computation     (997,776 )     13,116,854   Recognition and change in fair value of warrant liabilities     -       (26,625,915 ) Net loss continuing operations, numerator, diluted computation   $ (997,776 )   $ (13,509,061 )                   Weighted average common shares, basic     2,138,444       1,025,108   Effect of series B warrants     -       43,128   Weighted average common shares, dilutive     2,138,444       1,068,236   Loss per common share – basic     (0.47 )     12.80   Loss per common share – diluted   $ (0.47 )   $ (12.65 )
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      June 30, 2023     June 30, 2022       For the Three Months Ended       June 30, 2023     June 30, 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 F warrants     2,105,264       -   Shares subject to placement agent warrants     52,632       -   Shares subject to unvested stock awards     3,471       -   Shares subject to conversion of Series B preferred stock     -       -   Shares subject to warrant liability     -       668,299         June 30, 2023     June 30, 2022       For the Six Months Ended       June 30, 2023     June 30, 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 F warrants     2,105,264       -   Shares subject to placement agent warrants     52,632       -   Shares subject to unvested stock awards     3,471       4,621   Shares subject to conversion of Series B preferred stock     -       147,939   Shares subject to warrant liability     -       -

v3.23.2

LEASES (Tables)	6 Months Ended
	Jun. 30, 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  Period ending June 30, 2023   Operating Lease Obligations   2023   $ 216,833   2024     357,688   2025     166,384   2026     113,738   2027     117,150   Thereafter     151,052   Total undiscounted operating lease payments     1,122,845   Less: Imputed interest     116,127   Present value of operating lease liabilities   $ 1,006,718

v3.23.2

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
SCHEDULE OF EARN-OUT LIABILITY	The following outlines changes to the Company’s earn-out liability balances for the respective periods ended June 30, 2023 and December 31, 2022: SCHEDULE OF EARN-OUT LIABILITY      Fortman     Montana     Altruis     Kush     Barra     Total   Ending balance December 31, 2022   $ 667,000     $ 500,000     $ 834,943     $ 147,535     $ 560,000     $ 2,709,478   Changes due to business combinations     -       -       -       -       -       -   Changes due to payments   $ (1,433,700 )   $ (250,000 )   $ (929,168 )   $ (147,535 )     -       (2,760,403 ) Changes due to fair value adjustments     766,700       150,000       94,225       -       9,000       1,019,925   Ending balance June 30, 2023   $ -     $ 400,000     $ -     $ -     $ 569,000     $ 969,000         Fortman     Montana     Altruis     Kush     Barra     Total   Ending balance December 31, 2021   $ 515,308     $ 615,969     $ 992,868     $ 1,689,733     $ -     $ 3,813,878   Beginning balance   $ 515,308     $ 615,969     $ 992,868     $ 1,689,733     $ -     $ 3,813,878   Changes due to business combinations     -       -       -       -       600,000       600,000   Changes due to payments     (34,430 )     (326,935 )     (84,473 )     (1,259,087 )     -       (1,704,925 ) Changes due to fair value adjustments     186,122       210,966       (73,452 )     (283,111 )     (40,000 )     525   Ending balance December 31, 2022   $ 667,000     $ 500,000     $ 834,943     $ 147,535     $ 560,000     $ 2,709,478   Ending balance   $ 667,000     $ 500,000     $ 834,943     $ 147,535     $ 560,000     $ 2,709,478

v3.23.2

SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Accounting Policies [Abstract]
Cash	$ 1,274,743	$ 505,410	$ 2,979,769
Restricted cash	1,405,513	$ 1,404,359	1,417,634
Total cash and restricted cash	$ 2,680,256		$ 4,397,403

v3.23.2

SCHEDULE OF EARN OUT LIABILITY (Details)	6 Months Ended
	Jun. 30, 2023 shares	Dec. 31, 2022
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk free rate	USD Yield Curve
Discounting Convention	Mid-period
Number of iterations	100,000
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn out liability	4.71	8.55
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn out liability	105.0	105.0
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn out liability	50.0
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn out liability	3 years 6 months 3 days	4 years 3 days
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn out liability	0	0
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn out liability	4.4	4.1
WACC Risk Premium [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn out liability	14.0
Credit Spread [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn out liability	9.6
Payment Delay (Days) [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn out liability	90 days

v3.23.2

SCHEDULE OF RECONCILES WARRANT COMMITMENT (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023
Offsetting Assets [Line Items]
Beginning balance,	$ 2,166,919	$ 6,433,150	$ 6,433,150
Unrealized (gain) loss	1,592,509	(4,266,231)
Ending balance	3,759,428	2,166,919	3,759,428
Series B Warrant Commitment [Member]
Offsetting Assets [Line Items]
Beginning balance,
Unrealized (gain) loss
Ending balance
Series B Warrant Liabilities [Member]
Offsetting Assets [Line Items]
Beginning balance,	2,157,300	6,384,250	6,384,250
Unrealized (gain) loss	1,584,684	(4,226,950)
Ending balance	3,741,984	2,157,300	3,741,984
Placement Agent Warrants [Member]
Offsetting Assets [Line Items]
Beginning balance,	9,619	48,900	48,900
Unrealized (gain) loss	7,825	(39,281)	(31,456)
Ending balance	$ 17,444	$ 9,619	$ 17,444

v3.23.2

SCHEDULE OF FAIR VALUE MEASUREMENTS (Details) - Fair Value, Inputs, Level 3 [Member]	6 Months Ended	12 Months Ended
	Jun. 30, 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

v3.23.2

SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE (Details) - USD ($)		6 Months Ended	12 Months Ended
		Jun. 30, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Beginning balance – January 1		$ 2,709,478	$ 3,813,878
Ending balance		969,000	2,709,478
Less: Current portion		(969,000)	(2,153,478)
Ending balance, less current portion			556,000
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Beginning balance – January 1		2,709,478	3,813,878
Acquisitions and settlements		(2,760,403)	(1,104,925)
Fair value changes included in earnings	[1]	1,019,925	525
Ending balance		$ 969,000	$ 2,709,478
[1] Recorded as a reduction to general and administrative expenses

v3.23.2

SCHEDULE OF DISAGGREGATION REVENUE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Product Information [Line Items]
Total	$ 3,195,905	$ 2,847,149	$ 7,135,008	$ 5,905,846
Employee Benefits Solutions LLC [Member]
Product Information [Line Items]
Total	211,139	184,851	448,520	406,035
US Benefits Alliance LLC [Member]
Product Information [Line Items]
Total	12,084	12,319	24,112	25,906
Commercial Coverage Solutions L L C [Member]
Product Information [Line Items]
Total	73,402	57,195	120,172	101,077
Southwestern Montana Financial Center Inc [Member]
Product Information [Line Items]
Total	448,133	451,705	939,127	958,426
Fortman Insurance Services L L C [Member]
Product Information [Line Items]
Total	517,758	563,138	1,032,174	1,092,997
Altruis Benefits Consulting Inc [Member]
Product Information [Line Items]
Total	1,200,537	882,171	3,068,673	2,187,043
Kush [Member]
Product Information [Line Items]
Total	322,188	425,449	642,479	864,040
Barra [Member]
Product Information [Line Items]
Total	410,664		859,751
Reli Exchange [Member]
Product Information [Line Items]
Total		270,321		270,322
Medical [Member] | Regular [Member]
Product Information [Line Items]
Total	2,526,713	2,353,778	5,822,458	5,164,911
Medical [Member] | Regular [Member] | Employee Benefits Solutions LLC [Member]
Product Information [Line Items]
Total	206,668	178,936	439,949	399,547
Medical [Member] | Regular [Member] | US Benefits Alliance LLC [Member]
Product Information [Line Items]
Total	11,426	12,319	22,689	25,906
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	444,783	450,742	930,792	956,329
Medical [Member] | Regular [Member] | Fortman Insurance Services L L C [Member]
Product Information [Line Items]
Total	288,902	357,334	596,557	687,060
Medical [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member]
Product Information [Line Items]
Total	1,200,537	881,337	3,068,673	2,184,367
Medical [Member] | Regular [Member] | Kush [Member]
Product Information [Line Items]
Total	322,188	425,449	642,479	864,040
Medical [Member] | Regular [Member] | Barra [Member]
Product Information [Line Items]
Total	52,209		121,319
Medical [Member] | Regular [Member] | Reli Exchange [Member]
Product Information [Line Items]
Total		47,661		47,662
Life [Member] | Regular [Member]
Product Information [Line Items]
Total	71,980	29,975	105,604	36,397
Life [Member] | Regular [Member] | Employee Benefits Solutions LLC [Member]
Product Information [Line Items]
Total	4,471	5,915	8,571	6,488
Life [Member] | Regular [Member] | US Benefits Alliance LLC [Member]
Product Information [Line Items]
Total	658		1,423
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	3,350	963	8,335	2,097
Life [Member] | Regular [Member] | Fortman Insurance Services L L C [Member]
Product Information [Line Items]
Total	1,680		2,073	2,873
Life [Member] | Regular [Member] | Altruis Benefits Consulting Inc [Member]
Product Information [Line Items]
Total		834		2,676
Life [Member] | Regular [Member] | Kush [Member]
Product Information [Line Items]
Total
Life [Member] | Regular [Member] | Barra [Member]
Product Information [Line Items]
Total	61,821		85,202
Life [Member] | Regular [Member] | Reli Exchange [Member]
Product Information [Line Items]
Total		22,263		22,263
Property and Casualty [Member] | Regular [Member]
Product Information [Line Items]
Total	597,212	463,396	1,206,946	704,538
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 L L C [Member]
Product Information [Line Items]
Total	73,402	57,195	120,172	101,077
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	227,176	205,804	433,544	403,064
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] | Barra [Member]
Product Information [Line Items]
Total	$ 296,634		$ 653,230
Property and Casualty [Member] | Regular [Member] | Reli Exchange [Member]
Product Information [Line Items]
Total		$ 200,397		$ 200,397

v3.23.2

SCHEDULE OF CONCENTRATIONS OF REVENUES (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Priority Health [Member]
Product Information [Line Items]
Insurance Carrier	28.00%	30.00%	37.00%	36.00%
Blue Cross Blue Shield [Member]
Product Information [Line Items]
Insurance Carrier	12.00%	13.00%	13.00%	14.00%

v3.23.2

SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS (Details) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
		Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Multiemployer Plan [Line Items]
Accounts receivable, related party		$ 978,877		$ 978,877		$ 994,321
Other receivables		2,900,648		2,900,648		11,464
Prepaid expense and other current assets		553,122		553,122		245,535
Current assets – Medigap						85,998
Condensed consolidated balance sheets - Current Assets - Discontinued Operations						85,998
Property and equipment, net		149,084		149,084		162,767
Right-of-use assets		976,020		976,020		1,018,952
Intangibles, net		12,308,697		12,308,697		13,439,369
Goodwill		14,287,099		14,287,099		14,287,099	$ 10,050,277
Condensed consolidated balance sheets - Other Assets - Discontinued Operations						5,330,879
Accounts payable and other accrued liabilities		911,247		911,247		951,382
Current portion of leases payable		370,855		370,855		339,937
Current Liabilities - Medigap						1,600,636
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations						1,600,636
Other assets - Medigap						5,330,879
Short term financing agreements		195,024		195,024		154,017
Commission income		3,195,905	$ 2,847,149	7,135,008	$ 5,905,846
Income total		3,195,905	2,847,149	7,135,008	5,905,846
Commission expense		822,274	662,932	1,905,600	1,448,543
Salaries and wages		1,742,697	1,637,412	3,454,794	3,269,225
General and administrative expenses		1,703,811	1,630,169	3,062,066	3,963,964
Marketing and advertising		109,860	(4,844)	246,432	84,686
Depreciation and amortization		655,449	694,440	1,309,227	1,263,440
Other expenses (income)		(2,031,546)	12,432,988	1,845,335	24,171,201
Goodwill						(14,373,374)
Related Party [Member]
Multiemployer Plan [Line Items]
Accounts receivable, related party		19,364		19,364		18,292
Medigap Healthcare Insurance Company [Member]
Multiemployer Plan [Line Items]
Accounts receivable, related party						73,223
Other receivables						5,388
Prepaid expense and other current assets						3,792
Current assets – Medigap						85,998
Condensed consolidated balance sheets - Current Assets - Discontinued Operations						85,998
Property and equipment, net						24,116
Right-of-use assets						163,129
Intangibles, net						318,000
Goodwill						4,825,634
Other Assets - Discontinued Operations						5,330,879
Condensed consolidated balance sheets - Other Assets - Discontinued Operations						5,330,877
Accounts payable and other accrued liabilities						506,585
Chargeback Reserve						915,934
Current portion of leases payable						178,117
Current Liabilities - Medigap						1,600,636
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations						1,600,636
Other assets - Medigap						5,330,877
Total assets - Medigap
Short term financing agreements
Other liabilities
Total Liabilities - Medigap
Net assets and liabilities - Medigap
Commission income		11,025	1,359,976	744,030	2,537,061
Commission expense		5,491	187,196	110,639	305,740
Salaries and wages		53,508	539,380	454,823	989,743
General and administrative expenses		10,612	129,048	129,348	248,323
Marketing and advertising		36,544	614,226	426,819	1,111,719
Depreciation and amortization			61,964	7,283	100,488
Other expenses (income)		267	(7,500)	(3,902)	(7,456)
Total discontinued operations expenses before impairments and write-offs		106,422	1,524,314	1,125,010	2,748,557
Total discontinued operations income / (loss) before impairments and write-offs		(95,397)	(164,338)	(380,980)	(211,496)
Settlement Recovery		2,900,000		2,900,000
Accounts receivable, related parties				(56,398)
Other receivables				(5,388)
Property and equipment, net				(22,378)
Right-of-use assets				(119,594)
Intangibles, net				(312,322)
Goodwill				(4,825,634)
Total Asset Impairments				(5,345,309)
Accounts payable and other accrued liabilities				4,157
Other payables		9,842		9,842
Chargeback reserve				831,725
Current portion of leases payable				134,517
Total liability write-off gains		9,842		980,241
Discontinued operations net asset and liability impairments / write-offs gains and (losses)		9,842		(4,365,068)
Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities		2,909,842		(1,465,068)
Gain (loss) from discontinued operations before tax		2,814,445	(164,338)	(1,846,048)	(211,496)
Consolidated statement of operations - Income (loss) from discontinued operations before tax		2,814,445	(164,338)	(1,846,048)	(211,496)
Medigap Healthcare Insurance Company [Member] | Carrying Value Prior to Abandonment [Member]
Multiemployer Plan [Line Items]
Accounts receivable, related party		56,398		56,398
Other receivables		5,388		5,388
Current assets – Medigap		65,381		65,381
Condensed consolidated balance sheets - Current Assets - Discontinued Operations		65,381		65,381
Property and equipment, net		22,378		22,378
Right-of-use assets		119,594		119,594
Intangibles, net		4,570,536		4,570,536
Goodwill		4,825,634		4,825,634
Condensed consolidated balance sheets - Other Assets - Discontinued Operations		9,538,142		9,538,142
Accounts payable and other accrued liabilities		4,157		4,157
Chargeback Reserve		831,725		831,725
Current portion of leases payable		134,517		134,517
Current Liabilities - Medigap		1,009,741		1,009,741
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations		1,009,741		1,009,741
Other assets - Medigap		9,538,142		9,538,142
Total assets - Medigap		9,603,523		9,603,523
Short term financing agreements		29,500		29,500
Other liabilities		9,842		9,842
Total Liabilities - Medigap		1,009,741		1,009,741
Net assets and liabilities - Medigap		8,593,782		8,593,782
Medigap Healthcare Insurance Company [Member] | Asset and Liability Transfers Retained by the Company [Member]
Multiemployer Plan [Line Items]
Accounts receivable, related party
Other receivables
Current assets – Medigap
Condensed consolidated balance sheets - Current Assets - Discontinued Operations
Property and equipment, net
Right-of-use assets
Intangibles, net	[1]	(4,258,214)		(4,258,214)
Goodwill
Condensed consolidated balance sheets - Other Assets - Discontinued Operations		(4,258,214)		(4,258,214)
Accounts payable and other accrued liabilities
Chargeback Reserve
Current portion of leases payable
Current Liabilities - Medigap		(29,500)		(29,500)
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations		(29,500)		(29,500)
Other assets - Medigap		(4,258,214)		(4,258,214)
Total assets - Medigap		(4,258,214)		(4,258,214)
Short term financing agreements		(29,500)		(29,500)
Other liabilities
Total Liabilities - Medigap		(29,500)		(29,500)
Net assets and liabilities - Medigap		(4,228,714)		(4,228,714)
Medigap Healthcare Insurance Company [Member] | Asset Impairments and liability WriteOffs [Member]
Multiemployer Plan [Line Items]
Accounts receivable, related party		(56,398)		(56,398)
Other receivables		(5,388)		(5,388)
Current assets – Medigap		(65,381)		(65,381)
Condensed consolidated balance sheets - Current Assets - Discontinued Operations		(65,381)		(65,381)
Property and equipment, net		(22,378)		(22,378)
Right-of-use assets		(119,594)		(119,594)
Intangibles, net		(312,322)		(312,322)
Goodwill		(4,825,634)		(4,825,634)
Condensed consolidated balance sheets - Other Assets - Discontinued Operations		(5,279,928)		(5,279,928)
Accounts payable and other accrued liabilities		(4,157)		(4,157)
Chargeback Reserve	[2]	(831,725)		(831,725)
Current portion of leases payable	[3]	(134,517)		(134,517)
Current Liabilities - Medigap		(980,241)		(980,241)
Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations		(980,241)		(980,241)
Other assets - Medigap		(5,279,928)		(5,279,928)
Total assets - Medigap		(5,345,309)		(5,345,309)
Short term financing agreements
Other liabilities	[3]	(9,842)		(9,842)
Total Liabilities - Medigap		(980,241)		(980,241)
Net assets and liabilities - Medigap		(4,365,068)		(4,365,068)
Medigap Healthcare Insurance Company [Member] | Related Party [Member]
Multiemployer Plan [Line Items]
Accounts receivable, related party						$ 3,595
Accounts receivable, related parties				(3,595)
Medigap Healthcare Insurance Company [Member] | Related Party [Member] | Carrying Value Prior to Abandonment [Member]
Multiemployer Plan [Line Items]
Accounts receivable, related party		3,595		3,595
Medigap Healthcare Insurance Company [Member] | Related Party [Member] | Asset and Liability Transfers Retained by the Company [Member]
Multiemployer Plan [Line Items]
Accounts receivable, related party
Medigap Healthcare Insurance Company [Member] | Related Party [Member] | Asset Impairments and liability WriteOffs [Member]
Multiemployer Plan [Line Items]
Accounts receivable, related party		$ (3,595)		$ (3,595)
[1] Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. [2] Estimated liability write-off per net zero dollar estimated liability value. [3] Liability discharge pursuant to the Settlement Agreement.

v3.23.2

SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Product Information [Line Items]
Cash and restricted cash		$ 2,680,000		$ 2,680,000
Assets current		7,132,267		7,132,267		$ 3,265,379
Liabilities current		4,864,597		4,864,597		7,841,533
Working capital deficiency		2,268,000		2,268,000
Stockholders equity	$ 12,235,614	13,027,389	$ 21,928,443	13,027,389	$ 21,928,443	8,911,039	$ 11,252,333	$ (26,066,129)
Operating income loss		1,838,186	1,772,960	2,843,111	4,124,012
Fair value of warrant liabilities				2,674,000
Income loss from continuing operations		(3,869,732)	$ 10,660,028	997,776	$ (20,047,189)
Discontinued operations				1,846,000
Net loss				2,844,000,000
Raising net proceeds	$ 3,446,000
Earn out payments		1,147,000		1,147,000
[custom:ShortTermFinancingAgreements-0]		195,024		195,024		154,017
Settlement payment		2,900,000		2,900,000
Medigap Healthcare Insurance Company LLC [Member] | Discontinued Operations [Member]
Product Information [Line Items]
[custom:DiscontinuedOperationGainLossOnDisposalOfDiscontinuedOperationNetOfAmortizationCombined]						4,300,000
[custom:ShortTermFinancingAgreements-0]						$ 29,500
Net of estimated liability adjustments gain		$ 10,000,000,000		$ 4,400,000,000,000
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer [Member]
Product Information [Line Items]
Concentration Risk, Percentage				10.00%	10.00%

v3.23.2

SCHEDULE OF IMPAIRMENT OF GOODWILL (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Goodwill Beginning	$ 14,287,099	$ 10,050,277
Goodwill	14,287,099	14,287,099
Goodwill Beginning	19,112,733	10,050,277
Goodwill impairment loss		(14,373,374)
Goodwill end	14,287,099	19,112,733
Barra [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill acquired during period		4,236,822
Medigap Healthcare Insurance Company [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill Beginning	19,100,000
Goodwill acquired during period		19,199,008
Goodwill		$ 19,100,000
Goodwill impairment loss	$ (4,825,634)

v3.23.2

SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 19,735,330	$ 19,583,603
Accumulated Amortization	(7,426,633)	(6,144,234)
Net Carrying Amount	12,308,697	$ 13,439,369
Gross carrying amount	$ 12,308,697
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	2 years	4 years 4 months 24 days
Gross Carrying Amount	$ 1,807,187	$ 1,806,188
Accumulated Amortization	(1,144,749)	(969,241)
Net Carrying Amount	$ 662,438
Gross carrying amount		$ 836,947
Internally Developed Software [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	3 years 8 months 12 days	4 years 1 month 6 days
Gross Carrying Amount	$ 1,783,837	$ 1,635,178
Accumulated Amortization	(464,372)	(287,990)
Net Carrying Amount	$ 1,319,465
Gross carrying amount		$ 1,347,188
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	8 years 6 months	9 years
Gross Carrying Amount	$ 11,922,290	$ 11,922,290
Accumulated Amortization	(2,635,325)	(2,076,086)
Net Carrying Amount	$ 9,286,965
Gross carrying amount		$ 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	(600,937)	(581,497)
Net Carrying Amount	$ 66,269
Gross carrying amount		$ 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
Gross carrying amount
Non-competition Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization period	1 year 4 months 24 days	1 year 10 months 24 days
Gross Carrying Amount	$ 3,504,810	$ 3,504,810
Accumulated Amortization	(2,531,250)	(2,179,420)
Net Carrying Amount	$ 973,560
Gross carrying amount		$ 1,325,390

v3.23.2

SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS (Details)	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (remainder of year)	$ 1,279,911
2024	2,190,466
2025	1,796,510
2026	1,527,816
2027	1,194,592
Thereafter	4,319,402
Total	$ 12,308,697

v3.23.2

GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Goodwill	$ 14,287,099	$ 14,287,099	$ 10,050,277
Goodwill before write-down		33,400,000
Goodwill impairment loss		14,373,374
Medigap Healthcare Insurance Company [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill		$ 19,100,000
Goodwill impairment loss	$ 4,825,634

v3.23.2

SCHEDULE OF LONG TERM DEBT (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Long term debt current	$ 13,040,901	$ 13,468,394
Long term debt current	(1,329,121)	(1,118,721)
Long term debt	11,711,780	12,349,673
SWMT [Member]
Line of Credit Facility [Line Items]
Long term debt current	742,833	788,596
FIS [Member]
Line of Credit Facility [Line Items]
Long term debt current	1,874,813	1,987,846
ABC [Member]
Line of Credit Facility [Line Items]
Long term debt current	3,076,800	3,249,575
Barra [Member]
Line of Credit Facility [Line Items]
Long term debt current	6,297,846	6,321,812
EBS and USBA [Member]
Line of Credit Facility [Line Items]
Long term debt current	398,734	426,883
CCS [Member]
Line of Credit Facility [Line Items]
Long term debt current	$ 649,875	$ 693,682

v3.23.2

SCHEDULE OF LONG TERM DEBT (Details) (Parenthetical) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
SWMT [Member]
Line of Credit Facility [Line Items]
Variable interest of prime rate plus	2.00%
Maturity date	April 2029
Net of deferred financing cost	$ 8,469	$ 9,206
FIS [Member]
Line of Credit Facility [Line Items]
Variable interest of prime rate plus	2.00%
Maturity date	May 2029
Net of deferred financing cost	$ 33,935	36,843
ABC [Member]
Line of Credit Facility [Line Items]
Variable interest of prime rate plus	2.00%
Maturity date	September 2029
Net of deferred financing cost	$ 38,889	42,129
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	$ 187,475	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	$ 11,279	12,388
CCS [Member]
Line of Credit Facility [Line Items]
Variable interest of prime rate plus	1.50%
Maturity date	December 2028
Net of deferred financing cost	$ 13,800	$ 15,076

v3.23.2

SCHEDULE OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
2023 (remainder of year)	$ 647,062
2024	1,401,013
2025	1,560,173
2026	1,733,052
2027	1,925,105
Thereafter	6,068,494
Total	13,334,899
Less: debt issuance costs	(293,998)
Total	$ 13,040,901	$ 13,468,394

v3.23.2

LONG-TERM DEBT AND SHORT-TERM FINANCINGS (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Debt Disclosure [Abstract]
Interest rates	0.00%	8.00%
Outstanding short-term financings	$ 195,000	$ 377,000

v3.23.2

WARRANT LIABILITIES (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 13, 2023	Dec. 31, 2022
Offsetting Assets [Line Items]
Exercise price	$ 0.15			$ 0.15		$ 0.001
Net fair value gains losses	$ (1,592,509)	$ 4,266,231
Net fair value gains losses	$ 1,592,509	(4,266,231)
Series B Warrants [Member]
Offsetting Assets [Line Items]
Exercise price	$ 2.63			$ 2.63
Series B Warrant [Member]
Offsetting Assets [Line Items]
Number of shares issued	1,331,667			1,331,667
Series B Warrant Liabilities [Member]
Offsetting Assets [Line Items]
Net fair value gains losses	$ 1,584,684		$ 12,322,737	$ 2,642,267	$ 24,748,163
Warrant liability	3,741,984			3,741,984			$ 6,384,250
Net fair value gains losses	(1,584,684)		$ (12,322,737)	(2,642,267)	(24,748,163)
Placement Agent Warrants [Member]
Offsetting Assets [Line Items]
Net fair value gains losses	(7,825)	39,281		31,456
Warrant liability	17,444			17,444			$ 48,900
Net fair value gains losses	7,825	$ (39,281)		$ (31,456)
Gain on warrants commitment	$ 310,514
Loss on warrants commitment					$ 268,948

v3.23.2

EQUITY (Details Narrative) - USD ($)					1 Months Ended			3 Months Ended			6 Months Ended
	Mar. 16, 2023	Mar. 13, 2023	Feb. 23, 2023	Mar. 13, 2022	May 31, 2023	Mar. 31, 2023	Jan. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2023	Mar. 01, 2023	Jan. 13, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized								133,333,333			133,333,333			133,333,333
Common stock, par value								$ 0.086			$ 0.086			$ 0.086
Common shares issued for earnout liabilities								$ 1,433,700	$ 982,478
Stockholders' equity, reverse stock split			1-for-15 reverse split
Common stock, shares outstanding						155,038		2,053,084	155,038		2,053,084			1,219,573
Warrents exercise price		$ 0.001						$ 0.15			$ 0.15
Gross proceeds cash fee percentage	8.00%
Direct finnacing fee											$ 553,000
Additional paid in capital								$ 42,686,651			$ 42,686,651			$ 35,798,139
Common stock to vest											2,667
Stock compensation expense								5,601			$ 11,443
Warrant Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Additional paid in capital								0			0
General Working Capital [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gross and net proceeds private placement											4,000,000
General and Administrative Expense [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gross and net proceeds private placement											3,400,000
Stock compensation expense								$ 35,367			$ 79,163
Series E [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares, acquisitions				2,105,264
Series F [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares, acquisitions				52,632
Americana [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt conversion original debt amount						$ 645,000
Debt Conversion converted instrument shares						66,743
Debt instrument convertible conversion price												$ 9.67
Series A Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of common stock warrant								138,000			138,000
Warrant outstanding								113,000			113,000			113,000
Series E Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrents exercise price		3.55
Series E Warrants [Member] | Common Unit [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrents exercise price		3.80
Series E Warrants [Member] | Prefunded Unit [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrents exercise price		3.799
PA Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrents exercise price		$ 3.91
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common shares issued for earnout liabilities							$ 109,358	$ 30,294	$ 9,404
Class of common stock warrant			15,300
Common shares issued for services, shares								112,557
Common shares issued to settle earnout liability, shares					352,260			352,260	109,358
Shares issued for vested stock awards, shares					22,219
Number of shares issued		155,038							155,038	178,059
Stock issued during period, shares, acquisitions										40,402
Common Stock [Member] | Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of common stock warrant, value			$ 1,300
Common Stock [Member] | Series E And F Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of common stock warrant													897,594

v3.23.2

SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
(Loss) income from continuing operations, numerator, basic and diluted computation	$ (3,869,732)	$ 10,660,028	$ 997,776	$ (20,047,189)
Weighted average common shares, basic	2,716,512	1,069,157	2,138,444	1,025,108
Effect of series B warrants				43,128
Effect of stock awards		2,128
Effect of preferred stock		147,939
Weighted average common shares, dilutive	2,716,512	1,219,224	2,138,444	1,068,236
Loss per common share – basic	$ (1.42)	$ 9.97	$ (0.47)	$ 12.80
Loss per common share – diluted	$ (1.42)	$ 8.74	$ (0.47)	$ (12.65)
(Loss) income from continuing operations	$ 3,869,732	$ (10,660,028)	$ (997,776)	$ 20,047,189
Deemed dividend				(6,930,335)
Net income continuing operations, numerator, basic computation			(997,776)	13,116,854
Recognition and change in fair value of warrant liabilities				(26,625,915)
Net loss continuing operations, numerator, diluted computation			$ (997,776)	$ (13,509,061)

v3.23.2

SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to warrant liability	10,928	10,928	10,928	10,928
Series A Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to warrant liability	113,000	113,000	113,000	113,000
Series F Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to warrant liability	2,105,264		2,105,264
Placement Agent Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to warrant liability	52,632		52,632
Unvested Stock Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to warrant liability	3,471		3,471	4,621
Conversion Of Series B Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to warrant liability				147,939
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares subject to warrant liability		668,299

v3.23.2

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT (Details)	Jun. 30, 2023 USD ($)
Leases
2023	$ 216,833
2024	357,688
2025	166,384
2026	113,738
2027	117,150
Thereafter	151,052
Total undiscounted operating lease payments	1,122,845
Less: Imputed interest	116,127
Present value of operating lease liabilities	$ 1,006,718

v3.23.2

LEASES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases
Lease expense	$ 123,326	$ 111,900	$ 239,296	$ 219,223
Weighted average remaining lease term	3 years 10 months 20 days		3 years 10 months 20 days
Weighted average discount rate	6.20%		6.20%

v3.23.2

SCHEDULE OF EARN-OUT LIABILITY (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Beginning balance – January 1	$ 2,709,478	$ 3,813,878
Changes due to business combinations		600,000
Changes due to payments	(2,760,403)	(1,704,925)
Changes due to fair value adjustments	1,019,925	525
Ending balance	969,000	2,709,478
Fortman Insurance Agency LLC [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance – January 1	667,000	515,308
Changes due to business combinations
Changes due to payments	(1,433,700)	(34,430)
Changes due to fair value adjustments	766,700	186,122
Ending balance		667,000
Southwestern Montana Insurance Center Inc [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance – January 1	500,000	615,969
Changes due to business combinations
Changes due to payments	(250,000)	(326,935)
Changes due to fair value adjustments	150,000	210,966
Ending balance	400,000	500,000
Altruis Benefits Consultants Inc [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance – January 1	834,943	992,868
Changes due to business combinations
Changes due to payments	(929,168)	(84,473)
Changes due to fair value adjustments	94,225	(73,452)
Ending balance		834,943
JP Kush And Associates Inc [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance – January 1	147,535	1,689,733
Changes due to business combinations
Changes due to payments	(147,535)	(1,259,087)
Changes due to fair value adjustments		(283,111)
Ending balance		147,535
Barra [Member]
Restructuring Cost and Reserve [Line Items]
Beginning balance – January 1	560,000
Changes due to business combinations		600,000
Changes due to payments
Changes due to fair value adjustments	9,000	(40,000)
Ending balance	$ 569,000	$ 560,000

v3.23.2

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)				1 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 13, 2023	Feb. 07, 2023	Jan. 31, 2023	Jul. 31, 2023	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Sep. 13, 2022	Apr. 26, 2022
Related Party Transaction [Line Items]
Accruing monthly interest percentage											5.00%
Common stock par value						$ 0.086		$ 0.086		$ 0.086
Repayment of related party debt								$ 649,870	$ 21,541
Debt interest rate						0.00%	8.00%	0.00%	8.00%
Interest expense, related parties						$ (370,905)	$ (194,929)	$ (722,462)	$ (305,095)
Deferred purchase price			$ 1,375,000
Accrue interest rate percentage												1.50%
Other expenses						49,423		89,170
Related Party [Member]
Related Party Transaction [Line Items]
Interest expense, related parties						(51,153)	$ (1,729)	(92,629)	$ (3,460)
Current portion of loans payables, related parties						825,000		825,000		$ 1,375,000
Loans payables, related parties						281,916		281,916		0
YES Americana Group LLC [Member]
Related Party Transaction [Line Items]
Promissory note principle		$ 1,845,000									$ 1,500,000
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, during the month of March 2023 the Company repaid to Americana $400,000. During the months of April and June of 2023 the company repaid to Americana an additional $230,000. As of June 30, 2023 and December 31, 2022 respectively, the balance owed to Americana was $570,000 and $1,500,000, reclassified and recorded in the	On February 7, 2023 , the Company and Americana entered into an amendment to the Note pursuant to which (i) the principal amount of the Note was increased to $1,845,000, (ii) the maturity date of the Note was amended to January 15, 2026, (iii) the interest rate under the Note shall not increase after the maturity date, and (iv) the Note can be converted at any time, at the option of Americana, into shares of the Company’s common stock, par value $0.086 per share at an agreed upon conversion price
Common stock par value	$ 0.086	$ 0.086
Conversion of stock	$ 645,000
Conversion of stock shares	66,743
Repayment of related party debt					$ 400,000	230,000
Repayment of related party owed								570,000		1,500,000
Loans payable related parties						25,479		25,479
YES Americana Group LLC [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Loans payable related parties										100,724
YES Americana Group LLC [Member] | Employee [Member]
Related Party Transaction [Line Items]
Due to related party				$ 200,000
Debt instrument unmortized discount				$ 27,673
Debt interest rate				7.50%
Monthly payment				$ 4,167
Current portion of loans payables, related parties						47,249		47,249		47,249
Non-current portion of loans payables, related parties						0		0		$ 21,541
Interest expense, related parties						$ 1,730		$ 3,459

v3.23.2

INVESTMENT IN NSURE (Details Narrative) - USD ($)	1 Months Ended
	Apr. 30, 2023	Jun. 30, 2023
Investments, All Other Investments [Abstract]
Sale of stock	262,684
Sale of stock	$ 900,000
Remaining balance shares		0

v3.23.2

SUBSEQUENT EVENTS (Details Narrative) - USD ($)			3 Months Ended
	Jul. 14, 2023	Mar. 13, 2023	Mar. 31, 2023	Mar. 31, 2022	Jul. 07, 2023	Jun. 30, 2023
Subsequent Event [Line Items]
Warrants exercise price		$ 0.001				$ 0.15
Common Stock [Member]
Subsequent Event [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period				25,000
Stock issued during period, shares, new issues		155,038	155,038	178,059
Subsequent Event [Member]
Subsequent Event [Line Items]
Adjusted balance of warrants outstanding	$ 1,166,667
Series B Warrant Liabilities [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants exercise price					$ 2.50
Series B Warrant [Member] | Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period	165,000
Stock issued during period, shares, new issues	73,264

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