Reliance Global (RELI) 10-Q/A 2022 Q2 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

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

For the quarterly period ended June 30, 2022

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

(State or other jurisdiction of incorporation or organization)

46-3390293

I.R.S. Employer Identification Number

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	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 Rule12b-2 of the Act).

Yes ☐ No ☒

At August 15, 2022 the registrant had 1,097,138 shares of common stock, par value $0.086 per share, outstanding (after giving effect to the 1-for-15 reverse stock split that became effective on February 23, 2023).

EXPLANATORY NOTE

Reliance Global Group, Inc. (the “Company”) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, with the Securities and Exchange Commission (“SEC”) on August 15, 2022 (the “Original Form 10-Q”). This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1” or “Form 10-Q/A”) is being filed to:

(i)	reflect the restatement of earnings per share (“EPS”) information (the “Restatement”) in the condensed consolidated statements of operations for the three and six months ended June 30, 2022;
(ii)	insert additional disclosure relating to the Restatement to Note 1;
(iii)	replace Note 7 from the Original Form 10-Q in its entirety as a result of the Restatement;
(iv)	revise share and per share information throughout the Form 10-Q/A to give effect to the 1-for-15 reverse stock split that became effective on February 23, 2023 (the “Reverse Split”);
(v)	revise Part I, Item 4 to indicate that the Company’s disclosure controls and procedures were not effective as of June 30, 2022;
(vi)	replace the exhibit index contained in Item 6 in its entirety;
(vii)	provide current dated certifications;
(viii)	correct certain immaterial errors on the cover sheet to the Form 10-Q/A.

The Restatement is due to the Company performing an evaluation of its accounting in connection with the calculation of its basic and diluted EPS for the three and six months ended June 30, 2022, and identification of errors in such calculations. On May 12, 2023, management concluded its evaluation and determined that the identified errors require the filing of Amendment No. 1, as further discussed in Notes 1 and 7 to the unaudited condensed consolidated financial statements included in this Form 10-Q/A.

The following items have been amended in this Amendment No. 1:

● Part I — Item 1. Financial Statements

● Part I – Item 4. Controls and Procedures

● Part II – Item 6. Exhibits

Except as described above, no other changes have been made to the Original Form 10-Q, and Amendment No. 1 does not modify, amend or update in any way revenue, expenses, net income (loss), or any of the financial or other information contained in the Original Form 10-Q. Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Form 10-Q other than adjusting, in the Items amended herein, common stock share and price per share information for the 1-for-15 reverse stock split that became effective February 23, 2023.

TABLE OF CONTENTS

PART I
Item 1. Financial Statements	1
Item 4. Controls and Procedures	20
PART II
Item 6. Exhibits	20
Signatures	21

PART I

Item 1. Financial Statements

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2022			December 31, 2021
	June 30, 2022			December 31, 2021
Assets
Current assets:
Cash	$	2,979,769		$	4,136,180
Restricted cash		1,417,635			484,542
Accounts receivable		1,072,294			1,024,831
Accounts receivable, related parties		54,414			7,131
Prepaid expense and other current assets		576,691			2,328,817
Total current assets		6,100,803			7,981,501
Property and equipment, net		164,017			130,359
Right-of-use assets		1,421,474			1,067,734
Investment in NSURE, Inc.		1,350,000			1,350,000
Intangibles, net		14,751,751			7,078,900
Goodwill		33,486,107			10,050,277
Other non-current assets		23,284			16,792
Total assets	$	57,297,436		$	27,675,563
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable and other accrued liabilities	$	1,051,333		$	2,759,160
Chargeback reserve		1,559,541			-
Other payables		1,333,484			81,500
Short term Financing Agreements		376,647
Current portion of long-term debt		936,263			913,920
Current portion of leases payable		528,902			276,009
Earn-out liability, current portion		3,683,596			3,297,855
Warrant commitment		-			37,652,808
Total current liabilities		9,469,766			44,981,252
Loans payable, related parties, less current portion		332,225			353,766
Long term debt, less current portion		12,935,649			7,085,325
Leases payable, less current portion		930,623			805,326
Earn-out liability, less current portion		673,837			516,023
Warrant liabilities		11,026,893			-
Total liabilities		35,368,993			53,741,692
Stockholders’ equity (deficit):
Preferred stock, $0.086 par value; 750,000,000 shares authorized and 9,076 and 0 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		781			-
Common stock, $0.086 par value; 133,333,333 shares authorized and 974,268 and 730,407 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		83,787			62,815
Additional paid-in capital		35,466,329			27,329,201
Stock subscription receivable		-			(20,000,000	)
Accumulated deficit		(13,622,454	)		(33,458,145	)
Total stockholders’ equity (deficit)		21,928,443			(26,066,129	)
Total liabilities and stockholders’ equity (deficit)	$	57,297,436		$	27,675,563

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

1

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	2022			2021			2022			2021
	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Revenue
Commission income	$	4,207,126		$	2,190,847		$	8,442,907		$	4,514,577
Total revenue		4,207,126			2,190,847			8,442,907			4,514,577
Operating expenses
Commission expense	$	850,128		$	558,271		$	1,754,283		$	1,087,743
Salaries and wages		2,176,792			1,110,629			4,258,967			2,029,174
General and administrative expenses		1,759,217			1,202,350			4,212,287			2,206,751
Marketing and advertising		609,383			55,021			1,196,405			78,100
Depreciation and amortization		756,403			369,366			1,363,928			702,454
Total operating expenses		6,151,923			3,295,637			12,785,870			6,104,222
Loss from operations		(1,944,797	)		(1,104,790	)		(4,342,963	)		(1,589,645	)
Other income (expense)
Other expense, net		(192,763	)		(172,096	)		(300,560	)		(301,167	)
Recognition and change in fair value of warrant liabilities		12,633,251			-			24,479,215			-
Total other income (expense)		12,440,488			(172,096	)		24,178,655			(301,167	)
Net income (loss)	$	10,495,691		$	(1,276,886	)	$	19,835,692		$	(1,890,812	)
Basic earnings (loss) per share	$	9.82		$	(1.75	)	$	12.59		$	(3.06	)
Diluted earnings (loss) per share	$	8.61		$	(1.75	)	$	(12.84	)	$	(3.06	)
Weighted average number of shares outstanding - Basic		1,069,157			728,966			1,025,108			617,316
Weighted average number of shares outstanding - Diluted		1,219,224			728,966			1,068,236			617,316

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

2

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

	Shares		Amount		Shares			Amount			Shares		Amount		capital			Receivable			Deficit			Total
	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	$	755,806		$	64,999			-	$	-	$	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		974,268		$	83,787			-	$	-	$	35,466,329		$	-		$	(13,622,454	)	$	21,928,443

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

3

Reliance Global Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

	Shares			Amount			Shares		Amount		Shares			Amount			capital			Deficit			Total
	Reliance Global Group, Inc.
	Preferred stock						Common stock				Common stock issuable						Additional paid-in			Accumulated
	Shares			Amount			Shares		Amount		Shares			Amount			capital			Deficit			Total
Balance, December 31, 2020		395,640		$	33,912			282,735	$	24,315		1,556		$	340,000		$	11,898,441	-	$	(12,359,680	)	$	(63,012	)
Share based compensation		-			-			-		-		-			-			246,966			-			246,966
Shares issued for services		-			-			1,000		86		-			-			90,964			-			91,050
Shares issued due to public offering, net of offering costs of $1,672,852		-			-			120,000		10,320		-			-			9,098,828			-			9,109,148
Over-allotment shares from offering, net of offering costs of $250,928		-			-			18,000		1,548		-			-			1,364,825			-			1,366,373
Warrants sold during public offering at quoted price		-			-			-		-		-			-			20,700			-			20,700
Shares issued due to conversion of preferred stock		(394,493	)		(33,812	)		262,995		22,618		-			-			11,194			-			-
Shares issued due to conversion of debt		-			-			42,222		3,631		-			-			3,796,369			-			3,800,000
Rounding shares related to initial public offering		-			-			126		-		-			-			-			-			-
Shares issued pursuant to software purchase		-			-			1,556		134		(1,556	)		(340,000	)		339,866			-			-
Net loss		-			-			-		-		-			-			-	-		(613,926	)		(613,926	)
Balance, March 31, 2021		1,147		$	100			728,634	$	62,652		-		$	-		$	26,868,153	-	$	(12,973,606	)	$	13,957,299
Share based compensation		-			-			-		-		-			-			183,132			-			183,132
Rounding shares related to initial public offering		20			-			-		-		-			-			-			-			-
Shares issued pursuant to acquisition of Kush		-			-			995		86		-			-			49,915			-			50,000
Net loss		-			-			-		-		-			-			-	-		(1,276,886	)		(1,276,886	)
Balance, June 30, 2021		1,167		$	100			729,629	$	62,738		-		$	-		$	27,101,199	-	$	(14,250,492	)	$	12,913,545

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

4

Reliance Global Group, Inc. and Subsidiaries and Predecessor

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2022			2021
	Six months ended June 30,
	2022			2021
Cash flows from operating activities:
Net income (loss)	$	19,835,692		$	(1,890,812	)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		1,363,928			702,454
Amortization of debt issuance costs and accretion of debt discount		18,291			20,206
Non-cash lease expense		24,450			1,534
Stock compensation expense		919,043			521,148
Earn-out fair value and write-off adjustments		354,963			-
Recognition and change in fair value of warrant liabilities		(24,479,215	)		-
Change in operating assets and liabilities:
Accounts payables and other accrued liabilities		(1,711,287	)		(805,092	)
Accounts receivable		45,122			75,212
Accounts receivable, related parties		(47,283	)		(7,131	)
Other payables		126,984			-
Charge back reserve		75,068			-
Other non-current assets		(6,492	)		(18,035	)
Prepaid expense and other current assets		2,169,325			(92,736	)
Net cash used in operating activities		(1,311,411	)		(1,493,252	)
Cash flows from investing activities:
Purchase of property and equipment		(20,989	)		-
Business acquisitions, net of cash acquired		(24,138,750	)		(1,608,586	)
Purchase of intangibles		(466,190	)		(152,990	)
Net cash used in investing activities		(24,625,929	)		(1,761,576	)
Cash flows from financing activities:
Principal repayments of debt		(447,908	)		(432,833	)
Proceeds from loan for business acquisition		6,520,000			-
Payment of debt issuance costs		(214,257	)		-
Payments on earn-out liabilities		(411,408	)		-
Proceeds from loans payable, related parties		-			2,931
Payments of loans payable, related parties		(21,541	)		(508,307	)
Proceeds from exercise of warrants into common stock		2,476,336			-
Repayments on short-term financing		(40,552	)
Net proceeds from private placement issuance of shares and warrants		17,853,351			-
Issuance of common stock		-			10,496,221
Net cash provided by financing activities		25,714,021			9,558,012
Net (decrease) increase in cash and restricted cash		(223,319	)		6,303,184
Cash and restricted cash at beginning of period		4,620,722			529,581
Cash and restricted cash at end of period	$	4,397,403		$	6,832,765
Supplemental disclosure of cash and non-cash investing and financing transactions:
Issuance of Series D Warrants	$	6,930,335		$	-
Issuance of placement agent warrants	$	1,525,923		$	-
Prepaid insurance acquired through short-term financing	$	417,199		$	-
Conversion of preferred stock into common stock	$	-		$	339,264
Cash paid for interest	$	218,528		$	350,175
Conversion of debt into equity	$	-		$	3,800,000
Common stock issued pursuant to acquisition	$	4,763,451		$	50,000
Common stock issued in lieu of services	$	-		$	91,050
Issuance of common stock pursuant to the purchase of software	$	-		$	340,000
Acquisition of business deferred purchase price	$	1,125,000		$	0
Lease assets acquired in exchange for lease liabilities	$	223,922		$	861,443

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

5

Reliance Global Group, Inc. and Subsidiaries

Notes to the 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”) incorporated in Florida on August 2, 2013.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2021.

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

Restatement of Previously Issued Financial Statements

Subsequent to the Company’s filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, with the Securities and Exchange Commission on August 15, 2022, the Company performed an evaluation of its accounting in connection with the calculations of its basic Earnings Per Share (“EPS”) and diluted EPS for the three and six month periods ended June 30, 2022, which concluded on May 12, 2023, and identified errors in such calculations. The errors resulted from improper application of sequencing rules, a miscalculation of the numerator used in the determination of diluted EPS, and a miscalculation of the denominator used in the determination of weighted average shares outstanding for both basic EPS and diluted EPS, and the Company determined that the errors required adjustments of the previously issued financial statements for the three and six months ended June 30, 2022. Accordingly, the Company restates its consolidated financial statements for the identified periods in this Form 10-Q/A as outlined further below and in Note 7 Earnings (Loss) Per Share.

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations for the three months ended June 30, 2022, and includes an increase to basic earnings per share in the amount of $1.42, an increase to diluted earnings per share in the amount of $10.11, a decrease to weighted average number of shares outstanding – basic of 180,062 shares, and a decrease to weighted average number of shares outstanding - diluted of 180,062 shares.

 SCHEDULE OF PREVIOUSLY REPORTED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended June 30, 2022
	As Reported			Adjustment			As Corrected
Basic earnings (loss) per share		8.40			1.42			9.82
Diluted earnings (loss) per share		(1.50	)		10.11			8.61
Weighted average number of shares outstanding – Basic		1,249,219			(180,062	)		1,069,157
Weighted average number of shares outstanding - Diluted		1,399,286			(180,062	)		1,219,224

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations for the six months ended June 30, 2022, and includes an increase to basic earnings per share in the amount of $1.34, an increase to diluted loss per share in the amount of $3.99, a decrease to weighted average number of shares outstanding – basic of 124,111 shares, and a decrease to weighted average number of shares outstanding - diluted of 274,080 shares.

	Six Months Ended June 30, 2022
	As Reported			Adjustment			As Corrected
Basic earnings (loss) per share		11.25			1.34			12.59
Diluted earnings (loss) per share		(8.85	)		(3.99	)		(12.84	)
Weighted average number of shares outstanding – Basic		1,149,219			(124,111	)		1,025,108
Weighted average number of shares outstanding - Diluted		1,342,315			(274,080	)		1,068,236

Additionally, please refer to Note 7. Earnings (Loss) Per Share, where the Company has corrected and replaced that Note in its entirety.

Liquidity

As of June 30, 2022, the Company’s reported cash and restricted cash aggregated balance was approximately $4,397,000, current assets were approximately $6,101,000, while current liabilities were approximately $9,470,000. As of June 30, 2022, the Company had a working capital deficit of approximately $3,369,000 and stockholders’ equity of approximately $21,928,000. For the six months ended June 30, 2022, the Company reported loss from operations of approximately $4,343,000, a non-cash, non-operating gain on the recognition and change in fair value of warrant liabilities of approximately $24,479,000, resulting in an overall net income of approximately $19,836,000. For the six months ended June 30, 2022, the Company reported negative cash flows from operations of approximately $1,311,000. The Company completed a capital offering in January 2022 that raised net proceeds of approximately $17,853,000. Management believes the Company’s financial position and its ability to raise capital to be reasonable and sufficient.

Use of Estimates

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

6

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, 2022		June 30, 2021
Cash	$	2,979,769	$	6,348,415
Restricted cash		1,417,635		484,350
Total cash and restricted cash	$	4,397,404	$	6,832,765

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 not adjusting for any reverse stock splits:

SCHEDULE OF FAIR VALUE OF WARRANT COMMITMENT 

	June 30, 2022			December 31, 2021
Stock price	$	2.11		$	6.44
Volatility		105	%		90	%
Time to expiry		4.51			5
Dividend yield		0	%		0	%
Risk free rate		3.00	%		1.10	%

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
	Three and Six Months ended June 30, 2022
	Series B Warrant Commitment			Series B warrant liabilities			Placement agent warrants			Total
Beginning balance	$	37,652,808		$	-		$	-		$	37,652,808
Initial recognition		-			55,061,119			1,525,923			56,587,042
Unrealized (gain) loss		17,408,311			(31,980,437	)		(946,461	)		(15,518,587	)
Warrants exercised or transferred		(55,061,119	)								(55,061,119	)
Ending balance, March 31, 2022	$	-		$	23,080,682		$	579,462		$	23,660,144
Unrealized gain		-			(12,322,737	)		(310,514	)		(12,633,251	)
Ending balance, June 30, 2022		-			10,757,945			268,948			11,026,893

		Series B Warrant Commitment		Total
	December 31, 2021
	Series B Warrant Commitment		Total
Beginning balance	$	-	$	-
Initial recognition		20,244,497		20,244,497
Unrealized gain		17,408,311		17,408,311
Ending balance	$	37,652,808	$	37,652,808

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, 2022		December 31, 2021
Valuation technique		Discounted cash flow		Discounted cash flow
Significant unobservable input		Projected revenue and probability of achievement		Projected revenue and probability of achievement

7

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, 2022
WACC Risk Premium:		14.6	%
Volatility		50	%
Credit Spread:		11	%
Payment Delay (days)		90	%
Risk free rate		USD Yield Curve
Discounting Convention:		Mid-period
Number of Iterations		100,000

Undiscounted remaining earn out payments are approximately $4,697,644 as of June 30, 2022. The following table reconciles fair value of earn-out liabilities for the period ending June 30, 2022:

SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE 

	June 30, 2022			December 31, 2021
Beginning balance – January 1	$	3,813,878		$	2,931,418
Acquisitions and Settlements
JP Kush Acquisition		-			1,694,166
Barra Acquisition		600,000			-
CCS Write-off		-			(81,368	)
Altruis partial settlement		(84,473	)		(452,236	)
Montana final settlement		(326,935	)		-
Period adjustments:
Fair value changes and accretion included in earnings*		354,963			(278,102	)
Ending balance	$	4,357,433		$	3,813,878
Less: Current portion		(3,683,596	)		(3,297,855	)
Ending balance, less current portion		673,837			516,023

* 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, 2022	Medical/Life		Property and Casualty		Total
Regular
EBS	$	184,851	$	-	$	184,851
USBA		12,319		-		12,319
CCS/UIS		-		57,195		57,195
Montana		451,705		-		451,705
Fortman		357,334		205,804		563,138
Altruis		882,171		-		882,171
Kush		425,449		-		425,449
Medigap		1,359,976		-		1,359,976
Barra		69,925		200,397		270,322
	$	3,743,730	$	463,396	$	4,207,126

8

Six Months ended June 30, 2022	Medical/Life		Property and Casualty		Total
Regular
EBS	$	406,035	$	-	$	406,035
USBA		25,906		-		25,906
CCS/UIS		-		101,077		101,077
Montana		958,426		-		958,426
Fortman		689,933		403,064		1,092,997
Altruis		2,187,043		-		2,187,043
Kush		864,040		-		864,040
Medigap		2,537,061		-		2,537,061
Barra		69,925		200,397		270,322
	$	7,738,369	$	704,538	$	8,442,907

Three Months ended June 30, 2021	Medical/Life		Property and Casualty		Total
Regular
EBS		207,201		-		207,201
USBA		15,395		-		15,395
CCS/UIS		-		65,348		65,348
Montana		404,740		-		404,740
Fortman		276,634		226,337		502,971
Altruis		729,874		-		729,874
Kush		265,318		-		265,318
	$	1,899,162	$	291,685	$	2,190,847

Six Months ended June 30, 2021	Medical/Life		Property and Casualty		Total
Regular
EBS	$	416,195	$	-	$	416,195
USBA		27,620		-		27,620
CCS/UIS		-		154,166		154,166
Montana		939,856		-		939,856
Fortman		526,435		434,109		960,544
Altruis		1,750,878		-		1,750,878
Kush		265,318		-		265,318
	$	3,926,302	$	588,275	$	4,514,577

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

SCHEDULE OF CONCENTRATIONS OF REVENUES 

Insurance Carrier	2022			2021
	For the three months ended June 30,
Insurance Carrier	2022			2021
LTC Global		30	%		-	%
Priority Health		20	%		31	%
BlueCross BlueShield		-	%		28	%

9

Insurance Carrier	2022			2021
	For the six months ended June 30,
Insurance Carrier	2022			2021
BlueCross BlueShield		10	%		25	%
Priority Health		25	%		33	%
LTC Global		28	%		-	%

No other single Customer accounted for more than 10% of the Company’s commission revenues. The loss of any significant customer, including Priority Health, BlueCross BlueShield and LTC Global could have a material adverse effect on the Company.

Income Taxes

The Company recorded no income tax expense for the three and six months ended June 30, 2022 and 2021 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.

As of June 30, 2022 and December 31, 2021, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.

Prior Period Adjustments

The Company identified certain immaterial adjustments impacting prior reporting periods. Specifically, the Company identified adjustments to correct certain asset, liability and equity accounts in relation to historical purchase price allocation accounting, historical accrued revenues and true ups of the common stock issuable account.

The Company assessed the materiality of the adjustments to prior period financial statements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. (SAB) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and ASC 250, Accounting Changes and Error Corrections.

Accordingly, the Company’s comparative condensed consolidated financial statements and impacted notes have been revised from amounts previously reported to reflect these adjustments. The following table illustrates the impact on previously reported amounts and adjusted balances presented in the condensed consolidated financial statements for the period ended June 30, 2022.

SUMMARIZES THE CHANGES TO THE PREVIOUSLY ISSUED FINANCIAL INFORMATION 

Account	12/31/2020 As reported			Adjustment			12/31/2020 Adjusted
Earn-out liability		2,631,418			300,000			2,931,418
Goodwill		9,265,070			(503,345	)		8,761,725
Common stock issuable		822,116			(482,116	)		340,000
Additional paid-in-capital		11,377,123			182,116			11,559,239
Accumulated Deficit		(12,482,281	)		122,601			(12,359,680	)

Account	3/31/2021 As reported			Adjustment			3/31/2021   Adjusted
Common stock issuable		482,116			(482,116	)		0
Additional paid-in-capital		25,810,147			182,116			25,992,263
Accumulated Deficit		(13,123,609	)		150,003			(12,973,606	)

10

Recently Issued Accounting Pronouncements

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

NOTE 2. STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS

Medigap Healthcare Insurance Company, LLC Transaction

On January 10, 2022, pursuant to an asset purchase agreement, dated December 21, 2021, the Company completed the acquisition of all of the assets of Medigap Healthcare Insurance Company, LLC (“Medigap”) for a purchase price of $20,096,250, consisting of: (i) payment to Medigap of $18,138,750 in cash and (ii) the issuance to Medigap of 40,402 shares of the Company’s restricted common stock in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The purchase price is subject to post-closing adjustment to reconcile certain pre-closing credits and liabilities of the parties.   The shares issued to Medigap as part of the purchase price are further subject to lock up arrangements pursuant to which 50% of the shares may be sold after the one-year anniversary of the date of closing of the transaction and the balance of the shares may be sold after the second-year anniversary of the date of closing of the transaction.

The acquisition of Medigap was accounted for as a business combination in accordance with the acquisition method pursuant to FASB Topic No. 805, Business Combination (ASC 805). Accordingly, the total purchase consideration was allocated to the assets acquired, and liabilities assumed based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing.

The preliminary allocation of the purchase price in connection with the acquisition of Medigap was calculated as follows:

SCHEDULE OF ALLOCATION OF PURCHASE PRICE 

Description	Fair Value			Weighted Average Useful Life (Years)
Property, plant and equipment	$	20,666			5
Right-of-use asset		317,787
Trade names		340,000			15
Customer relationships		4,550,000			12
Technology		67,000			3
Backlog		210,000			1
Chargeback reserve		(1,484,473	)
Lease liability		(317,787	)
Goodwill		19,199,008			Indefinite
	$	22,902,201

Trade name was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trade name, a pre-tax royalty rate of 0.5% and a discount rate of 11.0%.

Customer relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 11.0%.

Technology was measured at fair value using the cost replacement method of the cost approach. Significant inputs used to measure the fair value include an estimate of cost to replace, an obsolescence rate of 40.3%.

11

The value assigned to backlog acquired was estimated based upon the contractual nature of the backlog as of the acquisition date, using the income approach to discount back to present value the cash flows attributable to the backlog, using a discount rate of 11.0%.

Goodwill of $19,199,008 arising from the acquisition of Medigap consisted of the value of the employee workforce and the residual value after all identifiable intangible assets were valued. Goodwill recognized pursuant to the acquisition of Medigap is currently expected to be deductible for income tax purposes. Total acquisition costs for the acquisition of Medigap incurred were $94,065 recorded as a component of General and administrative expenses.

The approximate revenue and net profit or loss for the acquired business as a standalone entity per ASC 805 from January 10, 2022 to June 30, 2022 was $2,537,061 and a loss of $412,943, respectively.

Pro Forma Information

The results of operations of Medigap will be included in the Company’s consolidated financial statements as of the date of acquisition through the current period end. The following supplemental pro forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the six months ended June 30, 2022 and 2021:

SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION

	June 30,			June 30,
	2022			2021
Revenue	$	8,809,482		$	7,071,329
Net Income (Loss)	$	19,849,175		$	(1,796,767	)
Earnings (Loss) per common share, basic	$	11.25		$	2.85	)
Earnings (Loss) per common share, diluted	$	8.85	)	$	2.85	)

Barra & Associates, LLC Transaction

On April 26, 2022, the Company entered into an asset purchase agreement (the “APA”) with Barra & Associates, LLC (“Barra”) pursuant to which the Company purchased all of the assets of Barra & Associates, LLC on April 26, 2022 for a purchase price in the amount of $7,725,000 in cash, with $6,000,000 paid to Barra at closing, $1,125,000 payable in six months from closing, and a final estimated earnout of $600,000 payable over two years from closing, based upon meeting stated milestones. The source of the cash payment was $6,520,000 in funds borrowed from Oak Street Lending (“Loan”), the Company’s existing lender pursuant to a Fifth Amendment to Credit Agreement and Promissory Note, of even date. The purchase price is subject to post-closing adjustment to reconcile certain pre-closing credits and liabilities of the parties.  

The acquisition of Barra was accounted for as a business combination in accordance with the acquisition method pursuant to FASB Topic No. 805, Business Combination (ASC 805). Accordingly, the total purchase consideration was allocated to the assets acquired, and liabilities assumed based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing.

12

The preliminary allocation of the purchase price in connection with the acquisition of Barra was calculated as follows:

SCHEDULE OF ALLOCATION OF PURCHASE PRICE 

Description	Fair Value			Weighted Average Useful Life (Years)
Acquired accounts receivable	$	92,585
Property, plant and equipment		8,593			7
Right-of-use asset		122,984
Trade names		22,000			4
Customer relationships		550,000			10
Agency relationships		2,585,000			10
Developed technology		230,000			5
Lease liability		(122,984	)
Goodwill		4,236,822			Indefinite
	$	7,725,000

Trade name was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue from the trade name, a pre-tax royalty rate of 0.5% and a discount rate of 19.5%.

Customer and Agency relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount rate of 19.5%.

Developed technology was measured at fair value using the cost replacement method of the cost approach. Significant inputs used to measure the fair value include an estimate of cost to replace, an obsolescence rate of 28.6%.

Goodwill of $4,236,822 arising from the acquisition of Barra consisted of the value of the employee workforce and the residual value after all identifiable intangible assets were valued. Goodwill recognized pursuant to the acquisition of Barra is currently expected to be deductible for income tax purposes. Total acquisition costs incurred through June 30, 2022 for the acquisition of Barra were $72,793 recorded as a component of General and administrative expenses.

The approximate revenue and net profit or loss for the acquired business as a standalone entity per ASC 805 from April 26, 2022 to June 30, 2022 was $270,321 and a loss of $38,698, respectively.

Pro Forma Information

The results of operations of Barra will be included in the Company’s consolidated financial statements as of the date of acquisition through the current period end. The following supplemental pro forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the six months ended June 30, 2022 and 2021:

SCHEDULE OF PRO FORMA INFORMATION RELATED TO ACQUISITION

	June 30,			June 30,
	2022			2021
Revenue	$	8,990,529		$	5,364,335
Net Income (Loss)	$	20,070,124		$	(1,527,038	)
Earnings (Loss) per common share, basic	$	11.40		$	(2.40	)
Earnings (Loss) per common share, diluted	$	(8.70	)	$	(2.40	)

13

NOTE 3. GOODWILL AND OTHER INTANGIBLE ASSETS

The following table rolls forward the Company’s goodwill balance for the periods ending June 30, 2022 and December 31, 2021. As discussed in Note 1 - Prior Period Adjustments, a $(503,345) adjustment was identified for goodwill which impacted the closing December 31, 2020 balance in the same amount. Accordingly, the December 31, 2020 balance is adjusted in the following table from the originally reported balance of $9,265,070 to $8,761,725.

 SCHEDULE OF IMPAIRMENT OF GOODWILL

	Goodwill
December 31, 2020	$	8,761,725
Goodwill recognized in connection with Kush acquisition on May 1, 2021	$	1,288,552
December 31, 2021	$	10,050,277
Goodwill recognized in connection with Medigap acquisition on January 10, 2022	$	19,199,008
Goodwill recognized in connection with Barra acquisition on April 26, 2022		4,236,822
June 30, 2022	$	33,486,107

The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of June 30, 2022:

 SCHEDULE OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD

	Weighted Average Remaining Amortization period (Years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks		4.9	$	2,142,858	$	(804,020	)	$	1,338,838
Internally developed software		4.5		1,326,158		(131,655	)		1,194,503
Customer relationships		9.53		11,922,290		(1,517,174	)		10,405,116
Purchased software		-		562,327		(562,327	)		-
Video Production Assets		0.6		50,000		(23,242	)		26,758
Non-competition agreements		2.4		3,504,810		(1,827,590	)		1,677,220
Contracts Backlog		0.5		210,000		(100,684	)		109,316
			$	19,718,443	$	(4,966,692	)	$	14,751,751

The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2021:

	Weighted Average Remaining Amortization period (Years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks		3.5	$	1,777,475	$	(609,822	)	$	1,167,653
Internally developed software		4.7		595,351		(28,443	)		566,908
Customer relationships		7.7		4,237,290		(1,048,726	)		3,188,564
Purchased software		0.6		562,327		(452,985	)		109,342
Video Production Assets		1.0		20,000		-			20,000
Non-competition agreements		2.9		3,504,809		(1,478,376	)		2,026,433
			$	10,697,252	$	(3,618,352	)	$	7,078,900

14

The following table reflects expected amortization expense as of June 30, 2022, for each of the following five years and thereafter:

 SCHEDULE OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS

Years ending December 31,	Amortization Expense
2022 (remainder of year)	$	1,374,512
2023		2,461,552
2024		2,083,450
2025		1,703,824
2026		1,463,747
Thereafter		5,664,666
Total	$	14,751,751

NOTE 4. LONG-TERM DEBT AND SHORT-TERM FINANCINGS

Long-Term Debt

The composition of the long-term debt follows:

 SCHEDULE OF LONG TERM DEBT

	June 30, 2022			December 31, 2021
Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, net of deferred financing costs of $13,497 and $14,606 as of June 30, 2022 and December 31, 2021, respectively	$	455,391		$	485,317
Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, net of deferred financing costs of $16,351 and $17,626 as of June 30, 2022 and December 31, 2021, respectively		738,547			785,826
Oak Street Funding LLC Term Loan for the acquisition of SWMT, net of deferred financing costs of $10,085 and $11,027 as of June 30, 2022 and December 31, 2021, respectively		835,376			884,720
Oak Street Funding LLC Term Loan for the acquisition of FIS, net of deferred financing costs of $39,752 and $42,660 as of June 30, 2022 and December 31, 2021, respectively		2,103,885			2,226,628
Oak Street Funding LLC Term Loan for the acquisition of ABC, net of deferred financing costs of $45,369 and $48,609 as of June 30, 2022 and December 31, 2021, respectively		3,427,614			3,616,754
Oak Street Funding LLC Term Loan for the acquisition of Barra, net of deferred financing costs of $208,901 and $0 as of June 30, 2022 and December 31, 2021, respectively		6,311,099			-
		13,871,912			7,999,245
Less: current portion		(936,263	)		(913,920	)
Long-term debt	$	12,935,649		$	7,085,325

Oak Street Funding LLC – Term Loans and Credit Facilities

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

Fiscal year ending December 31,	Maturities of Long-Term Debt
2022 (remainder of year)	$	438,616
2023		1,228,897
2024		1,542,156
2025		1,656,383
2026		1,776,385
Thereafter		7,563,428
Total		14,205,865
Less: debt issuance costs		(333,953	)
Total	$	13,871,912

15

Short-Term Financings

The Company financed certain annual insurance premiums through the use of two short-term notes, payable in nine and ten equal monthly installments of $42,894 and $4,456 at interest rates of 7.51% and 7.95%, per annum respectively. Policies financed include directors and officers and errors and omissions insurance coverage with premium financing recognized in 2022 and 2021 of $417,199 and $0, respectively. Outstanding balances as of June 30, 2022 and December 31, 2021, respectively were $376,647 and $0.

NOTE 5. WARRANT LIABILITIES

Series B Warrants

On December 22, 2021, the Company entered into a securities purchase agreement with several institutional buyers for the purchase and sale of (i) warrants to purchase an aggregate of up to 651,997 shares of the Company’s common stock, par value $0.086 per share at an exercise price of $61.35 per share, (ii) an aggregate of 178,059 shares of Common Stock, and (iii) 9,076 shares of the Company’s newly-designated Series B convertible preferred stock, par value $0.086 per share, with a stated value of $1,000 per share, initially convertible into an aggregate of 147,939 shares of Common Stock at a conversion price of $61.35 per share, each a freestanding financial instrument, (the “Private Placement”). The aggregate purchase price for the Common Shares, the Preferred Shares and the Warrants was approximately $20,000,000.

By entering into the Private Placement on December 22, 2021, the Company entered into a commitment to issue the Common Shares, Preferred Shares and Series B Warrants on the Initial Closing Date for a fixed price and exercise price, as applicable. The commitment to issue Series B Warrants (the “Warrant Commitment”) represents a derivative financial instrument, other than an outstanding share, that, at inception, has both of the following characteristics: (i) embodies a conditional obligation indexed to the Company’s equity. The Company classified the commitment to issue the warrants as a derivative liability because it represents a written option that does not qualify for equity accounting The Company initially measured the derivative liability at its fair value and will subsequently remeasure the derivative liability, at fair value with changes in fair value recognized in earnings. An option pricing model was utilized to calculate the fair value of the Warrant Commitment. The Company initially recorded $17,652,808 of non-operating unrealized losses within the recognition and change in fair value of warrant liabilities account for the year ended December 31, 2021. The Private Placement closed on January 4, 2022, at which time the Company remeasured the derivative liability for the warrants issued in the transaction. The Company recognized $12,322,737 and $24,748,163 of non-operating unrealized gains within the recognition and change in fair value of warrant liabilities account on the condensed consolidated statement of operations for the three and six months ended June 30, 2022, respectively, related to the subsequent changes in its fair value through June 30, 2022. A corresponding derivative liability of $10,757,945 is included on Company’s condensed consolidated balance sheet as of June 30, 2022. The closing of the Private Placement settled the subscription receivable reported on the Company’s balance sheet as of December 31, 2021.

Placement Agent Warrants

In connection with the Private Placement, the Company issued 16,303 warrants to the placement agent for the Private Placement. The warrants were issued as compensation for the Placement Agent’s services. The Placement Agent Warrants are: (i) exercisable on any day after the six (6) month anniversary of the issue date, (ii) expire five years after the closing of the Private Placement, and (iii) exercisable at $61.35 per share. The Placement Agent Warrants contain terms that may require the Company to transfer assets to settle the warrants. Therefore, the Placement Agent Warrants are classified as a derivative liability measured at fair value of $1,525,923 on the date of issuance and will be remeasured each accounting period with the changes in fair value reported in earnings. The Placement Agent Warrants are considered financing expense fees paid to the Placement Agent. Since the financing expenses relate to a derivative liability measured at fair value, this financing expense of $1,525,923, along with non-operating unrealized gains of $310,514 and losses of $268,948, were included in the recognition and change in fair value of warrant liabilities account on the condensed consolidated statement of operations for the three and six months ended June 30, 2022, respectively, A corresponding derivative liability of $268,948 is included on Company’s condensed consolidated balance sheet as of June 30, 2022.

16

NOTE 6. EQUITY

Preferred Stock

The Company has been authorized to issue 750,000,000 shares of $0.086 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation.

In January 2022, the Company issued 9,076 shares of its newly designated Series B convertible preferred stock through the Private Placement for the purpose of raising capital. These shares remain issued and outstanding as of June 30, 2022.

The Series B convertible preferred stock has no voting rights and initially each share of Series B convertible preferred stock may be converted into 16 shares of the Company’s common stock. The holders of the Series B convertible preferred stock are not entitled to receive any dividends other than any dividends paid on account of the common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders shall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the Preferred Stock were fully converted (disregarding for such purposes any conversion limitations hereunder) to common stock which amounts shall be paid pari passu with all holders of common stock.

Common Stock

The Company has been authorized to issue 133,333,333 shares of common stock, $0.086 par value. Each share of issued and outstanding common stock shall entitle 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 2022, the Company issued 178,059 shares of common stock through the Private Placement for the purpose of raising capital. See Note 5 - Warrant Liabilities for proceeds received by the Company.

In January 2022, the Company issued 40,402 shares of common stock pursuant to the Medigap Acquisition.

In January 2022, upon agreement with Series A warrant holders, 25,000 warrants were exercised at a price of $99.00 into 25,000 of the Company’s common stock.

In March 2022, the Company issued 400 shares of the Company’s common stock due to the vesting of 400 stock awards pursuant to an employee agreement.

In May and June 2022, 218,462 Series C prepaid warrants were exchanged for 218,462 shares of the Company’s common stock.

As of June 30, 2022 and December 31, 2021, there were 974,268 and 730,407 shares of Common Stock outstanding, respectively.

Warrants

Series A warrant holders exercised 25,000 Series A warrants in January 2022, resulting in 113,000 of Series A warrants remaining issued and outstanding as of June 30, 2022.

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In January 2022, as a result of the issuance of common stock in the January 2022 stock offering and the Medigap Acquisition, the Company received a deficiency notification from Nasdaq indicating violation of Listing Rule 5365(a). As part of its remediation plan, in March 2022, the Company entered into Exchange Agreements with the holders of common stock issued in January 2022. Pursuant to the Exchange Agreements, the Company issued 218,462 Series C prepaid warrants in exchange for 218,462 shares of the Company’s common stock. Additionally, as compensation for entering into the Exchange Agreements, the Company issued 81,500 Series D prepaid warrants to the January 2022 stock offering investors for no additional consideration. The fair value of the Series D prepaid warrants was treated as a deemed dividend and accordingly was treated as a reduction from income available to common stockholders in the calculation of earnings per share. Refer to Note 7, Earnings (Loss) Per Share for additional information.

In May and June 2022, the 218,462 Series C prepaid warrants were converted for 218,462 shares of the Company’s common stock for an exercise price of $0.001.   Through June 30, 2022, the Company has received payments of $1,336 from one investor for these issuances.

Equity-based Compensation

Between February and May 2022, three existing employees were awarded bonuses consisting of shares of the Company’s common stock to be vested immediately. The shares granted in 2022 were valued at $766,250. For the three and six months ended June 30, 2022, compensation expense on these grants totaled $100,000 and $766,250, respectively. As of June 30, 2022, these shares have not been issued.

In April 2022 , pursuant to an agreement between the Company and an Executive, the Executive will be compensated with 4,000 shares of the Company’s Common stock. These shares vest quarterly over a three-year period. The shares granted were valued at $178,200 at the date of the grant. For the three and six months ended June 30, 2022, compensation expense on this grant was $70,721. As of June 30, 2022, no shares were issued under this contract.

NOTE 7. EARNINGS (LOSS) PER SHARE

Basic 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, 2022		June 30, 2021
Net income (loss), numerator, basic and diluted computation	$	10,495,691	$	(1,276,886	)
Weighted average shares - denominator basic computation		1,069,157		728,966
Effect of stock awards		2,128		-
Effect of Series B warrant liability
Effect of preferred stock		147,939		-
Weighted average shares, as adjusted - denominator diluted computation		1,219,224		728,966
Earnings (loss) per common share – basic	$	9.82	$	(1.75	)
Earnings (loss) per common share – diluted		8.61		(1.75	)

	Six Months			Six Months
	Ended			Ended
	June 30, 2022			June 30, 2021
Net income (loss)	$	19,835,692		$	(1,890,812	)
Deemed dividend		(6,930,335	)		-
Net income (loss), numerator, basic computation		12,905,357			(1,890,812	)
Recognition and change in fair value of warrant liability		(26,625,915	)		-
Net income (loss), numerator, diluted computation	$	(13,720,558	)	$	(1,890,812	)
Weighted average shares - denominator basic computation		1,025,108			617,316
Effect of Series B warrant liability		43,128			-
Weighted average shares, as adjusted - denominator diluted computation		1,068,236			617,316
Earnings (loss) per common share - basic	$	12.59		$	(3.06	)
Earnings (loss) per common share - diluted	$	(12.84	)	$	(3.06	)

Additionally, the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common share:

 SCHEDULE OF ANTI-DILUTIVE SECURITIES IN WEIGHTED AVERAGE SHARES

	For the Three Months Ended
	June 30, 2022		June 30, 2021
Shares subject to outstanding common stock options		10,928		10,928
Shares subject to outstanding Series A warrants		113,000		138,000
Shares subject to unvested stock awards		-		3,072
Shares subject to warrant liability		668,299		-

	For the six months ended
	June 30, 2022		June 30, 2021
Shares subject to outstanding common stock options		10,928		10,928
Shares subject to outstanding Series A warrants		113,000		138,000
Shares subject to conversion of Series B preferred stock		147,939		-
Shares subject to unvested stock awards		4,621		3,072
Weighted-average anti-dilutive securities		4,621		3,072

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NOTE 8. LEASES

Operating lease expense for the three months ended June 30, 2022 and 2021 was $156,750 and $43,931 respectively. Operating lease expense for the six months ended June 30, 2022 and 2021 was $275,174 and $112,199 respectively. As of June 30, 2022, the weighted average remaining lease term and weighted average discount rate for the operating leases were 4.01 years and 5.76% respectively.

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

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT

Year ending December 31,	Operating Lease Obligations
2022	$	303,256
2023		546,275
2024		253,908
2025		144,124
2026		113,738
Thereafter		268,202
Total undiscounted operating lease payments		1,629,503
Less: Imputed interest		(169,978	)
Present value of operating lease liabilities	$	1,459,525

NOTE 9. COMMITMENTS AND CONTINGENCIES

Legal Contingencies

The Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, no legal contingencies are accrued as of June 30, 2022 and December 31, 2021. Litigation relating to the insurance brokerage industry is not uncommon. As such the Company, from time to time have been, subject to such litigation. No assurances can be given with respect to the extent or outcome of any such litigation in the future.

Earn-out liabilities

The following outlines changes to the Company’s earn-out liability balances inclusive of accumulated accretion for the respective period ended June 30, 2022 and December 31, 2021:

SCHEDULE OF EARN-OUT LIABILITY

	CCS		Fortman		Montana			Altruis			Kush		Barra			Total
Ending balance December 31, 2021	$	-	$	515,308	$	615,969		$	992,868		$	1,689,733	$	-		$	3,813,878
Changes due to acquisitions		-		-		-			-			-		600,000			600,000
Changes due to payments						(326,935	)		(84,473	)							(411,408	)
Changes due to fair value adjustments		-		32,620		37,741			-			334,602		(50,000	)		354,963
Ending balance June 30, 2022	$	-	$	547,928	$	326,775		$	908,395		$	2,024,335	$	550,000		$	4,357,433

	CCS			Fortman		Montana		Altruis			Kush			Total
Ending balance December 31, 2020	$	81,368		$	432,655	$	522,553	$	1,894,842		$	-		$	2,931,418
Changes due to business combinations		-			-		-		-			1,694,166			1,694,166
Changes due to payments		-			-		-		(452,236	)		-			(452,236	)
Changes due to fair value adjustments		-			82,653		93,416		(449,738	)		(4,433	)		(278,102	)
Changes due to write-offs		(81,368	)		-		-		-			-			(81,368	)
Ending balance December 31, 2021	$	-		$	515,308	$	615,969	$	992,868		$	1,689,733		$	3,813,878

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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.

The Company determined it had a material weakness in its disclosure controls and procedures as it pertains to earnings per share (EPS) for the three and six months ended June 30, 2022. During the quarter ended March 31, 2023, the Company mitigated this deficiency by consulting with qualified advisors that have in-depth EPS expertise. These advisors will assist the Company in the calculations and disclosures of EPS for future reporting periods. Pursuant to the above, our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2022, concluding them to be ineffective as of such date.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control 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.

Item 6. Exhibits

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

Exhibit No.	Description
10.1	Asset Purchase Agreement with Barra and Associates (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 2, 2022
10.2	Loan Agreement with Oak Street Lending (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2022
10.3	Employment Agreement with Grant Barra (Incorporated by reference to the Registrant’s Current Report on Form 8-K, File No. 001-40020, filed with the Securities and Exchange Commission on May 2, 2022(File Number 001-40020))
31.1	Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act 2002*
31.2	Certification of Chief Financial Officer pursuant to Section302 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.

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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: May 18, 2023	By:	/s/ Ezra Beyman
		Ezra Beyman
		Chief Executive Officer (principal executive officer)

Date: May 18, 2023	By:	/s/ Joel Markovits
		Joel Markovits
		Chief Financial Officer
		(principal financial officer and principal accounting officer)

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