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 Quarterly Report on Form 10-Q refer to capitalized terms as defined in the Form 10-K. Certain prior period accounts and balances in these unaudited 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 the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Liquidity As of June 30, 2024, the Company’s reported cash and restricted cash aggregated balance was approximately $ 2,816,000 4,322,000 3,722,000 600,000 2,889,000 6,178,000 3,922,000 6,836,000 1,728,825 Although there can be no assurance that debt or equity financing will be available on acceptable terms, or at all, 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 unaudited 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 June 30, 2024 June 30, 2023 Cash $ 1,405,824 $ 1,274,743 Restricted cash 1,409,787 1,405,513 Total cash and restricted cash $ 2,815,611 $ 2,680,256 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 June 30, 2024 December 31, 2023 Stock price $ 3.74 $ 9.18 Volatility 135.00 % 110.00 % Time to expiry 4.53 4.99 Dividend yield 0 % 0 % Risk free rate 4.30 % 3.80 % Warrants measurement input 4.30 % 3.80 % The following reconciles fair value of the liability classified warrants: SCHEDULE OF RECONCILES FAIR VALUE OF LIABILITY CLASSIFIED WARRANTS Series B Warrant Liabilities Placement Agent Warrants Total Beginning balance, December 31, 2023 $ 268,667 $ 326 $ 268,993 Unrealized gain (95,333 ) - (95,333 ) Warrants exercised or exchanged - - - Ending balance, March 31, 2024 $ 173,334 $ 326 $ 173,660 Balance $ 173,334 $ 326 $ 173,660 Unrealized gain (60,667 ) - (60,667 ) Warrants exercised or exchanged (112,667 ) - (112,667 ) Ending balance, June 30, 2024 $ - $ 326 $ 326 Balance $ - $ 326 $ 326 Earn-out liabilities: The following table summarizes the significant unobservable inputs used in the fair value measurements: SCHEDULE OF FAIR VALUE MEASUREMENTS June 30, 2024 December 31, 2023 Valuation technique N/A Discounted cash flow Significant unobservable input N/A 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: The following table reconciles fair value of earn-out liabilities for the periods ended June 30, 2024, and December 31, 2023: SCHEDULE OF GAIN OR LOSSES RECOGNIZED FAIR VALUE June 30, 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 - (846,214 ) Earn-out payments (190,000 ) - 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 June 30, 2024 Medical Life Property and Casualty Disaggregates revenue Three Months Ended June 30, 2024 Medical Life Property and Casualty Total Three months ended June 30, 2024 $ 2,389,845 $ 38,744 $ 804,753 $ 3,233,342 Three months ended June 30, 2023 $ 2,526,713 $ 71,980 $ 597,212 $ 3,195,905 Six months ended June 30, 2024 $ 5,715,662 $ 94,961 $ 1,505,157 $ 7,315,780 Six months ended June 30, 2023 $ 5,822,458 $ 105,604 $ 1,206,946 $ 7,135,008 The following are customers representing 10% or more of total revenue: SCHEDULE OF CONCENTRATIONS OF REVENUES Insurance Carrier 2024 2023 Three Months Ended June 30, Insurance Carrier 2024 2023 Priority Health 22 % 28 % BlueCross BlueShield 11 % 12 % Insurance carrier 11 % 12 % Insurance Carrier 2024 2023 Six Months Ended June 30, Insurance Carrier 2024 2023 Priority Health 35 % 37 % BlueCross BlueShield 12 % 13 % Insurance carrier 12 % 13 % No other single customer accounted for more than 10% of the Company’s commission revenues during the three and six months ended June 30, 2024 and 2023. The loss of any significant customer could have a material adverse effect on the Company. Income Taxes The Company recorded no As of June 30, 2024 Recently Issued Accounting Pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements not already disclosed in the Form 10-K. |