ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. ORGANIZATION AND SUMMARY OF 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. In September 2018, Reliance Global Holdings, LLC (“Reliance Holdings”, or “Parent Company”), a related party acquired control of the Company. Ethos Media Network, Inc. was then renamed on October 18, 2018. On May 1, 2021, the Company acquired J.P. Kush and Associates, Inc. (“Kush”), an independent healthcare insurance agency (See Note 3). On January 10, 2022, the Company acquired Medigap Healthcare Insurance Company, LLC (“Medigap”), an independent healthcare agency (see Note 3) Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited condensed consolidated financial statements include the accounting of Reliance Global Group, Inc., and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 included in the Company’s annual report on Form 10-K. Restatement of Previously Issued Financial Statements Subsequent to the Company’s filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, with the Securities and Exchange Commission on November 14, 2022, the Company performed an evaluation of its accounting in connection with the calculation of its basic Earnings Per Share (“EPS”) and diluted EPS for the three and nine months ended September 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 nine months ended September 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 September 30, 2022, and includes an increase to basic earnings per share in the amount of $ 0.04 6.19 4,679 143,260 SCHEDULE OF CHANGES IN EARNING PER SHARE AND WEIGHTED AVERAGE SHARES OUTSTANDING As Reported Adjustment As Corrected Three Months Ended September 30, 2022 As Reported Adjustment As Corrected Basic earnings (loss) per share 5.25 (0.04 ) 5.29 Diluted earnings (loss) per share (1.50 ) 6.19 4.65 Weighted average number of shares outstanding – Basic 1,161,618 (4,679 ) 1,156,939 Weighted average number of shares outstanding - Diluted 1,161,618 143,260 1,304,878 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 nine months ended September 30, 2022, and includes an increase to basic earnings per share in the amount of $ 1.29 27.30 85,142 64,146 As Reported Adjustment As Corrected Nine Months Ended September 30, 2022 As Reported Adjustment As Corrected Basic earnings (loss) per share 16.50 1.29 17.79 Diluted earnings (loss) per share (11.70 ) 27.30 15.60 Weighted average number of shares outstanding – Basic 1,154,676 (85,142 ) 1,069,534 Weighted average number of shares outstanding - Diluted 1,154,676 64,146 1,219,822 Additionally, please refer to Note 7. Earnings (Loss) Per Share Liquidity As of September 30, 2022, the Company’s reported cash and restricted cash aggregated balance was approximately $ 3,024,000 4,488,000 7,971,000 3,483,000 28,366,000 5,860,000 32,399,000 25,958,000 2,178,000 17,853,000 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 September 30, 2022 September 30, 2021 Cash $ 1,615,054 $ 5,655,103 Restricted cash 1,409,562 484,371 Total cash and restricted cash $ 3,024,616 $ 6,139,474 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 EARN OUT LIABILITY September 30, 2022 December 31, 2021 Stock price $ 0.78 $ 6.44 Volatility 105 % 90 % Time to expiry 4.26 5 Dividend yield 0 % 0 % Risk free rate 4.10 % 1.10 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT 1 2 3 4 Three and Nine Months ended September 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) loss - (12,322,737 ) (310,514 ) (12,633,251 ) Ending balance, June 30, 2022 $ - $ 10,757,945 $ 268,948 $ 11,026,893 Beginning balance $ - $ 10,757,945 $ 268,948 $ 11,026,893 Unrealized (gain) loss - (7,726,161 ) (193,154 ) (7,919,315 ) Ending balance, September 30, 2022 - 3,031,784 75,794 3,107,578 Ending balance - 3,031,784 75,794 3,107,578 1 2 December 31, 2021 Series B Warrant Commitment Total Beginning balance $ - $ - Initial recognition 20,244,497 20,244,497 Unrealized (gain) loss 17,408,311 17,408,311 Ending balance $ 37,652,808 $ 37,652,808 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS September 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 September 30, 2022 WACC Risk Premium: 14.5 % Volatility 50 % Credit Spread: 15.1 % 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 $ 3,291,883 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE September 30, 2022 December 31, 2021 Beginning balance – January 1 $ 3,813,878 $ 2,931,418 Acquisitions and Settlements (1,027,296 ) 1,160,562 Period adjustments: Fair value changes included in earnings * 132,445 (278,102 ) Ending balance $ 2,919,027 $ 3,813,878 Less: Current portion (2,283,380 ) (3,297,855 ) Ending balance, less current portion 635,647 516,023 * Recorded as a reduction to general and administrative expenses Investment in Nsure On February 19, 2020, the Company entered into a securities purchase agreement with NSURE, Inc. (“NSURE”), which was further amended on October 8, 2020, and as amended provides that the Company may invest up to an aggregate of $ 5,700,000 928,343 During the course of calendar year 2020 and by October 8, 2020, the Company funded the first tranche, $ 1,350,000 394,029 209,075 6.457 325,239 9.224 The Company did not fund tranches two and three in the required timeframes, thus, the Company relinquished its rights under the contract to any additional NSURE shares aside for the ones already acquired with tranche one. The Company measures the NSURE shares subsequent to acquisition in accordance with ASC 321-10-35-2, at cost less impairment since no readily determinable fair value is available to the Company. The investment is reviewed for impairment at each reporting period by qualitatively assessing any indicators demonstrating fair value of the investment is less than carrying value. The Company did not observe any price changes resulting from orderly transactions for identical or similar assets for the periods ended September 30, 2022 or September 30, 2021. ASC 321-10-50-4 further requires an entity to disclose unrealized gains and losses for periods that relate to equity securities held at a reporting date. To-date, the Company has not recognized any unrealized gains or losses on the NSURE security. In accordance with ACS 321-10-35-3, the Company performed a qualitative assessment to determine if the investment may be impaired. After considering the indicators contained in ASC 321-10-35-3a –3e, the Company determined that the investment was not impaired. Revenue Recognition The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended September 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 212,384 $ - $ 212,384 USBA 13,732 - 13,732 CCS/UIS - 76,035 76,035 Montana 426,591 - 426,591 Fortman 259,255 186,860 446,115 Altruis 896,012 - 896,012 Kush 366,219 - 366,219 Medigap 1,331,593 - 1,331,593 Barra 83,615 301,065 384,680 $ 3,589,401 $ 563,960 $ 4,153,361 Nine Months ended September 30, 2022 Medical/Life Property and Casualty Total Regular EBS $ 645,217 $ - $ 645,217 USBA 39,638 - 39,638 CCS/UIS - 177,111 177,111 Montana 1,385,017 - 1,385,017 Fortman 949,189 589,924 1,539,113 Altruis 3,056,257 - 3,056,257 Kush 1,230,259 - 1,230,259 Medigap 3,868,654 - 3,868,654 Barra 153,539 501,463 655,002 $ 11,327,770 $ 1,268,498 $ 12,596,268 Three Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS 226,233 - 226,233 USBA 18,241 - 18,241 CCS/UIS - 120,762 120,762 Montana 343,546 - 343,546 Fortman 357,638 194,218 551,856 Altruis 807,775 - 807,775 Kush 513,223 - 513,223 $ 2,266,656 $ 314,980 $ 2,581,636 Nine Months ended September 30, 2021 Medical/Life Property and Casualty Total Regular EBS $ 642,428 $ - $ 642,428 USBA 45,861 - 45,861 CCS/UIS - 274,928 274,928 Montana 1,283,402 - 1,283,402 Fortman 884,073 628,327 1,512,400 Altruis 2,558,653 - 2,558,653 Kush 778,541 - 778,541 $ 6,192,958 $ 903,255 $ 7,096,213 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 September 30, Insurance Carrier 2022 2021 LTC Global 27 % -% Priority Health 21 % 27% BlueCross BlueShield 10 % 24% Insurance Carrier 2022 2021 For the Nine months ended September 30, Insurance Carrier 2022 2021 LTC Global 27 % - % Priority Health 24 % 30 % BlueCross BlueShield 10 % 25 % No other single Customer accounted for more than 10% Income Taxes The Company recorded no income tax expense for the three and nine months ended September 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 September 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 September 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. |