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”) 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 10.11 180,062 180,062 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 3.99 124,111 274,080 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 Liquidity As of June 30, 2022, the Company’s reported cash and restricted cash aggregated balance was approximately $ 4,397,000 6,101,000 9,470,000 3,369,000 21,928,000 4,343,000 24,479,000 19,836,000 1,311,000 17,853,000 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Cash and Restricted Cash Cash and restricted cash 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: 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: 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 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 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 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 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 % 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 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 Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements 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 ) Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |