SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Reliance Global Group, Inc., formerly known as Ethos Media Network, Inc. (“RELI”, “Reliance”, or the “Company”), was incorporated in Florida on August 2, 2013. Basis of Presentation and Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Liquidity As of March 31, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $ 3,554,000 4,708,000 5,451,000 742,000 12,236,000 893,000 4,266,000 2,984,000 4,772,000 1,789,000 3,446,000 Although there can be no assurance that debt or equity financing will be available on acceptable terms, the Company believes its financial position and its ability to raise capital to be reasonable and sufficient. Based on our assessment, we do not believe there are conditions or events that, in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year of filing these financial statements with the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Cash and Restricted Cash Cash and restricted cash reported on our Condensed Consolidated Balance Sheets are reconciled to the total shown on our Condensed Consolidated Statements of Cash Flows as follows: SCHEDULE OF RESTRICTED CASH IN STATEMENT OF CASH FLOW March 31, 2023 March 31, 2022 Cash $ 2,116,333 $ 5,491,407 Restricted cash 1,437,961 484,351 Total cash and restricted cash $ 3,554,294 $ 5,975,758 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 March 31, 2023 December 31, 2022 Stock price $ 3.01 $ 8.55 Volatility 105.0 % 105.0 % Time to expiry 3.76 4.01 Dividend yield 0 % 0 % Risk free rate 3.7 % 4.1 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Commitment Series B Warrant Liabilities Placement Agent Warrants Total Beginning balance, December 31, 2021 $ 37,652,808 $ - $ - $ 37,652,808 Initial recognition - 55,061,119 1,525,924 56,587,043 Unrealized loss (gain) 17,408,311 (48,668,869 ) (1,477,024 ) (32,737,582 ) Warrants exercised or transferred (55,061,119 ) (8,000 ) - (55,069,119 ) Ending balance, December 31, 2022 $ - $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss - $ (4,226,950 ) $ (39,281 ) $ (4,266,231 ) Ending balance, March 31, 2023 $ - $ 2,157,300 $ 9,619 $ 2,166,919 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS March 31, 2023 December 31, 2022 Valuation technique Discounted cash flow Discounted cash flow Significant unobservable input Projected revenue and probability of achievement Projected revenue and probability of achievement The Company values its Level 3 earn-out liability related to the Barra Acquisition using a Monte Carlo simulation in a risk-neutral framework (a special case of the Income Approach). The following summarizes the significant unobservable inputs: SCHEDULE OF EARN OUT LIABILITY March 31, 2023 WACC Risk Premium: 13.5 % Volatility 50 % Credit Spread: 13 % Payment Delay (days) 90 Risk free rate USD Yield Curve Discounting Convention: Mid-period Number of Iterations 100,000 Undiscounted remaining earn out payments were approximately $ 2,123,442 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE March 31, 2023 December 31, 2022 Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and settlements (1,232,478 ) (1,104,925 ) Period adjustments: Fair value changes included in earnings * 476,692 525 Ending balance $ 1,953,692 $ 2,709,478 Less: Current portion (1,555,692 ) (2,153,478 ) Ending balance, less current portion 398,000 556,000 * Recorded as a reduction to general and administrative expenses Revenue Recognition The following table disaggregates the Company’s revenue by line of business, showing commissions earned: SCHEDULE OF DISAGGREGATION REVENUE Three Months ended March 31, 2023 Medical/Life Property and Casualty Total Regular EBS $ 237,380 $ - $ 237,380 USBA 12,029 - 12,029 CCS/UIS - 46,770 46,770 Montana 490,994 - 490,994 Fortman 306,270 208,145 514,415 Altruis 1,868,136 - 1,868,136 Kush 320,291 - 320,291 Barra 94,707 354,381 449,088 Total $ 3,329,807 $ 609,296 $ 3,939,103 Three Months ended March 31, 2022 Medical/Life Property and Casualty Total Regular EBS $ 221,184 $ - $ 221,184 USBA 13,587 - 13,587 CCS/UIS - 43,881 43,881 Montana 506,721 - 506,721 Fortman 332,600 197,260 529,860 Altruis 1,304,872 - 1,304,872 Kush 438,592 - 438,592 Revenue $ 2,817,556 $ 241,141 $ 3,058,697 The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES Three Months ended March 31, Insurance Carrier 2023 2022 Priority Health 43 % 32 % BlueCross BlueShield 13 % 13 % Insurance Carrier 13 % 13 % No other single customer accounted for more than 10 Income Taxes The Company recorded no income tax expense for the three months ended March 31, 2023 and 2022 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives. As of March 31, 2023 Discontinued Operations The Company’s board of directors approved the discontinuation of Medigap Healthcare Insurance Company, LLC (“Medigap”), a subsidiary of the Company, effective April 17, 2023, due to Medigap’s sustained recurring losses stemming from amongst other factors, greater than anticipated revenue chargebacks. Aside for retaining certain assets of Medigap that have continued use to the Company, Medigap’s assets were considered impaired and the Company recognized a net of estimated liability adjustments loss of $ 4.4 million, presented in discontinued operations in the consolidated statement of operations for the period ended March 31, 2023. The Company does not expect further continuing involvement with Medigap, and in accordance with ASC 205-20-45-9, no corporate overhead has been allocated to discontinued operations. Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |