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 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, as the same may be amended from time to time. Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation. The accompanying unaudited condensed consolidated financial statements include the accounts of Reliance Global Group, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Liquidity As of September 30, 2023, the Company’s reported cash and restricted cash aggregated balance was approximately $ 3,187,000 4,699,000 3,904,000 795,000 13,863,000 4,278,000 4,389,000 1,137,000 1,846,000 2,983,000 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 September 30, 2023 September 30, 2022 Cash $ 1,777,348 $ 1,615,054 Restricted cash 1,409,909 1,409,562 Total cash and restricted cash $ 3,187,257 $ 3,024,616 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 WARRANT LIABILITY September 30, 2023 December 31, 2022 Stock price $ 2.49 $ 8.55 Volatility 105.0 % 105.0 % Time to expiry 3.26 4.01 Dividend yield 0.0 % 0.0 % Risk free rate 4.7 % 4.1 % Warrants measurement input 4.7 % 4.1 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES WARRANT COMMITMENT Series B Warrant Liabilities Placement Agent Warrants Total Beginning balance, December 31, 2022 $ 6,384,250 $ 48,900 $ 6,433,150 Unrealized (gain) loss (4,226,950 ) (39,281 ) (4,266,231 ) Ending balance, March 31, 2023 2,157,300 9,619 2,166,919 Unrealized (gain) loss 1,584,684 7,825 1,592,509 Ending balance, June 30, 2023 $ 3,741,984 $ 17,444 $ 3,759,428 Balance $ 3,741,984 $ 17,444 $ 3,759,428 Unrealized (gain) loss $ (1,703,333 ) (12,064 ) (1,715,397 ) Warrants exercised or transferred (463,651 ) - (463,651 ) Ending balance, September 30, 2023 $ 1,575,000 $ 5,380 $ 1,580,380 Balance $ 1,575,000 $ 5,380 $ 1,580,380 Earn-out liabilities: SCHEDULE OF FAIR VALUE MEASUREMENTS September 30, 2023 WACC Risk Premium: 13.5 % Volatility 50.0 105.0 % Credit Spread: 8.77 10.4 % Payment Delay (days) 90 Risk free rate USD Yield Curve or 5.46% - 5.47 % Discounting Convention: Mid-period Stock Price $ 2.49 Dividend Yield 0.00 % Number of Iterations 100,000 Undiscounted remaining earn out payments were approximately $ 847,854 SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE September 30, 2023 December 31, 2022 Beginning balance – January 1 $ 2,709,478 $ 3,813,878 Acquisitions and settlements (3,260,403 ) (1,104,925 ) Period adjustments: Fair value changes included in earnings * 1,291,494 525 Earn-out payable in common shares (53,372 ) - Ending balance 687,197 2,709,478 Less: Current portion (687,197 ) (2,153,478 ) Ending balance, less current portion $ - $ 556,000 * Recorded in the general and administrative expenses caption on the condensed consolidated statements of operations. 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, 2023 Medical Life Property and Casualty Total EBS $ 206,308 $ 8,900 $ - $ 215,208 USBA 11,266 843 - 12,109 CCS/UIS - - 62,197 62,197 Montana 453,269 1,770 - 455,039 Fortman 288,969 602 268,704 558,275 Altruis 1,200,054 - - 1,200,054 Kush 331,240 - - 331,240 Reli Exchange 66,833 18,139 356,489 441,461 Total $ 2,557,939 $ 30,254 $ 687,390 $ 3,275,583 Nine Months Ended September 30, 2023 Medical Life Property and Casualty Total EBS $ 646,259 $ 17,470 $ - $ 663,729 USBA 33,956 2,266 - 36,222 CCS/UIS - - 182,368 182,368 Montana 1,384,060 10,105 - 1,394,165 Fortman 887,605 2,675 700,169 1,590,449 Altruis 4,268,727 - - 4,268,727 Kush 973,719 - - 973,719 Reli Exchange 182,638 103,341 1,015,233 1,301,212 Total $ 8,376,964 $ 135,857 $ 1,897,770 $ 10,410,591 Three Months Ended September 30, 2022 Medical Life Property and Casualty Total EBS $ 206,906 5,478 $ - $ 212,384 USBA 13,227 505 - 13,732 CCS/UIS - - 76,035 76,035 Montana 422,978 3,613 - 426,591 Fortman 256,791 2,464 186,860 446,115 Altruis 895,905 107 - 896,012 Kush 366,043 176 - 366,219 Reli Exchange 56,232 27,383 301,065 384,680 Total $ 2,218,083 39,725 $ 563,960 $ 2,821,768 Nine Months Ended September 30, 2022 Medical Life Property and Casualty Total EBS $ 633,252 11,965 $ - $ 645,217 USBA 38,610 1,028 - 39,638 CCS/UIS - - 177,111 177,111 Montana 1,379,307 5,710 - 1,385,017 Fortman 943,852 5,337 589,924 1,539,113 Altruis 3,053,474 2,783 - 3,056,257 Kush 1,229,326 933 - 1,230,259 Reli Exchange 103,893 49,646 501,463 655,002 Revenues $ 7,381,714 77,402 $ 1,268,498 $ 8,727,614 The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES For the Three Months Insurance Carrier 2023 2022 Priority Health 44 % 30 % BlueCross BlueShield 21 % 13 % Insurance carrier 21 % 13 % For the Nine Months Insurance Carrier 2023 2022 Priority Health 37 % 34 % BlueCross BlueShield 14 % 13 % Insurance carrier 14 % 13 % No other single customer accounted for more than 10 Income Taxes The Company recorded no As of September 30, 2023 Discontinued Operations The Company’s board of directors approved the discontinuation and abandonment of Medigap Healthcare Insurance Company, LLC (“Medigap”), a subsidiary of the Company, effective April 17, 2023, due to Medigap’s sustained recurring losses stemming from amongst other factors, greater than anticipated revenue chargebacks. The Company was unable to divest its interest in Medigap for value, and accordingly, operations were wound down in an orderly manner. In doing so, the Company transferred to its operating entity, Medigap’s customer relationships and internally developed and purchased software intangible assets, with net of amortization combined value of approximately $ 4,300,000 29,500 0 4,400,000 Settlement Agreement On June 30, 2023, the Company entered into a confidential settlement agreement and mutual release (the “Settlement Agreement”) with certain Medigap affiliated entities and persons, and the former owners of Medigap, whereby the Company would receive a settlement payment of $ 2,900,000 The following tables present the major components of assets and liabilities included in discontinued operations on the condensed consolidated balance sheets. SCHEDULE OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS September 30, 2023 December 31, 2022 Accounts receivable $ - $ 73,223 Accounts receivable, related parties - 3,595 Accounts receivable - 3,595 Other receivables - 5,388 Prepaid expense and other current assets - 3,792 Current Assets - Discontinued Operations $ - $ 85,998 Condensed consolidated balance sheets - Current Assets - Discontinued Operations $ - $ 85,998 Property and equipment, net - $ 24,116 Right-of-use assets - 163,129 Intangibles, net - 318,000 Goodwill - 4,825,634 Other Assets - Discontinued Operations $ - $ 5,330,879 Condensed consolidated balance sheets - Other Assets - Discontinued Operations $ - $ 5,330,877 Accounts payable and other accrued liabilities - $ 506,585 Chargeback reserve - 915,934 Current portion of leases payable - 178,117 Current Liabilities - Discontinued Operations $ - $ 1,600,636 Condensed consolidated balance sheets - Current Liabilities - Discontinued Operations $ - $ 1,600,636 The following table rolls forward Medigap’s assets and liabilities from their carrying values pre-abandonment to their values post abandonment, and presents the impact of reclassifications, impairments, and write-offs: Medigap Related Assets Carrying Value Prior To Abandonment Asset and Liability Transfers Retained by the Company Asset Impairments and Liability Write-Offs Carrying Value As of September 30, 2023 Accounts receivable $ 56,398 $ - $ (56,398 ) $ - Accounts receivable, related party 3,595 - (3,595 ) - Accounts receivable 3,595 - (3,595 ) - Other receivables 5,388 - (5,388 ) - Current assets – Medigap $ 65,381 $ - $ (65,381 ) $ - Property and equipment, net $ 22,378 $ - $ (22,378 ) $ - Right-of-use assets 119,594 - (119,594 ) - Intangibles, net 4,570,536 (4,258,214 ) 1 (312,322 ) - Goodwill 4,825,634 - (4,825,634 ) - Other assets - Medigap $ 9,538,142 $ (4,258,214 ) $ (5,279,928 ) $ - Total assets - Medigap $ 9,603,523 $ (4,258,214 ) $ (5,345,309 ) $ - Accounts payable and other accrued liabilities $ 4,157 $ - $ (4,157 ) $ - Short term financing agreements 29,500 (29,500 ) - - Chargeback reserve 831,725 - (831,725 ) 2 - Current portion of leases payable 134,517 - (134,517 ) 3 - Other liabilities 9,842 - (9,842 ) 3 - Current liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Total liabilities - Medigap $ 1,009,741 $ (29,500 ) $ (980,241 ) $ - Net assets and liabilities - Medigap $ 8,593,782 $ (4,228,714 ) $ (4,365,068 ) $ - 1 Includes customer relationships and internally developed and purchased software intangible assets that have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. 2 Estimated liability write-off per net zero dollar estimated liability value. 3 Liability discharge pursuant to the Settlement Agreement. The following tables disaggregate the major classes of pretax gain and loss as presented in discontinued operations in the condensed consolidated statements of operations. Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 Income Commission income $ - $ 1,331,593 $ 744,030 $ 3,868,654 Expenses Commission expense - 167,837 110,639 473,578 Salaries and wages - 484,783 454,663 1,474,526 General and administrative expenses - 136,070 129,363 384,393 Marketing and advertising - 662,744 426,818 1,774,463 Depreciation and amortization - 62,048 7,283 176,233 Other expenses (income) - (7,500 ) (3,902 ) (14,954 ) Total discontinued operations expenses before impairments and write-offs - 1,505,982 1,124,864 4,268,239 Total discontinued operations income / (loss) before impairments and write-offs $ - $ (174,390 ) $ (380,834 ) $ (399,585 ) Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities Settlement Recovery $ - - $ 2,900,000 - Asset impairment losses Accounts receivable - - 56,398 - Accounts receivable, related parties - - 3,595 - Other receivables - - 5,388 - Property and equipment, net - - 22,378 - Right-of-use assets - - 119,593 - Intangibles, net - - 312,322 - Goodwill - - 4,825,634 - Total asset impairments - - 5,345,309 - Liability write-off gains Accounts payable and other accrued liabilities - - 4,156 - Other payables - - 9,842 - Chargeback reserve - - 831,725 - Current portion of leases payable - - 134,517 - Total liability write-off gains - - 980,240 - Discontinued operations net asset and liability impairments / write-offs gains and (losses) - - 4,365,070 - Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities - - (1,465,070 ) - Gain (loss) from discontinued operations before tax - (174,390 ) (1,845,904 ) (399,585 ) Consolidated statement of operations - Income (loss) from discontinued operations before tax $ - $ (174,390 ) $ (1,845,904 ) $ (399,585 ) Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |