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, 2023 (the “Form 10-K”), as the same may be amended from time to time. Capitalized terms not defined in this Form 10-Q refer to capitalized terms as defined in the Form 10-K. Certain prior period accounts and balances in these 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 March 31, 2024, the Company’s reported cash and restricted cash aggregated balance was approximately $ 2,113,000 3,411,000 3,531,000 120,000 1,962,000 5,032,000 3,900,000 5,347,000 858,637 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, 2024 March 31, 2023 Cash $ 680,138 $ 2,116,333 Restricted cash 1,432,847 1,437,961 Total cash and restricted cash $ 2,112,985 $ 3,554,294 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 March 31, 2024 December 31, 2023 Stock price $ 0.34 $ 0.54 Volatility 135.00 % 110.00 % Time to expiry 4.74 4.99 Dividend yield 0 % 0 % Risk free rate 4.20 % 3.80 % Warrants measurement input 4.2 % 3.8 % 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 (5,534,931 ) (48,575 ) (5,583,506 ) Warrants exercised or exchanged (580,651 ) - (580,651 ) Ending balance, December 31, 2023 $ 268,668 $ 325 $ 268,993 Balance $ 268,668 $ 325 $ 268,993 Unrealized (gain) loss (95,333 ) - (95,333 ) Warrants exercised or exchanged - - - Ending balance, March 31, 2024 $ 173,335 $ 325 $ 173,660 Balance 173,335 325 173,660 Earn-out liabilities: The following table reconciles fair value of earn-out liabilities for the periods ended March 31, 2024, and December 31, 2023: SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE March 31, 2024 December 31, 2023 Beginning balance – January 1 $ 159,867 $ 2,709,478 Acquisitions and settlements - (3,260,403 ) Period adjustments: Fair value changes included in earnings * 47,761 1,716,873 Earn-out payable in common shares (17,628 ) (159,867 ) Earn-out transferred to loans payable, related parties (190,000 ) (846,214 ) Ending balance - 159,867 Less: Current portion - (159,867 ) Ending balance, less current portion $ - $ - * Recorded in the change in estimated acquisition earn-out payables 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 March 31, 2024 Medical Life Property and Casualty Total EBS $ 229,004 $ 3,700 $ - $ 232,704 USBA 9,758 750 - 10,508 CCS/UIS - - 27,948 27,948 Montana 442,954 1,209 - 444,163 Fortman 292,188 1,782 228,815 522,785 Altruis 2,028,225 6,351 - 2,034,576 Kush 193,807 - - 193,807 Reli Exchange 78,043 42,425 495,479 615,947 Total $ 3,273,979 $ 56,217 $ 752,242 $ 4,082,438 Three Months ended March 31, 2023 Medical Life Property and Casualty Total EBS $ 233,280 $ 4,100 $ - $ 237,380 USBA 11,265 764 - 12,029 CCS/UIS - - 46,770 46,770 Montana 486,009 4,985 - 490,994 Fortman 305,877 393 208,145 514,415 Altruis 1,868,136 - - 1,868,136 Kush 320,175 116 - 320,291 Reli Exchange 71,370 23,381 354,337 449,088 Total $ 3,296,112 $ 33,739 $ 609,252 $ 3,939,103 The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier 2024 2023 Three Months ended March 31, Insurance Carrier 2024 2023 Priority Health 45 % 43 % BlueCross BlueShield 13 % 13 % Insurance carrier 13 % 13 % No other single customer accounted for more than 10 Income Taxes The Company recorded no As of March 31, 2024 Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. |