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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _____ to _____

 Commission
file number: 001-40020

 RELIANCE
GLOBAL GROUP, INC.

 (Exact
name of registrant as specified in its charter)

 Florida

 46-3390293

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Blvd. of the Americas, Suite 105

 Lakewood,
 NJ

 08701

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (732) 380-4600

registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Stock

 RELI

 The
 Nasdaq Capital Market

 Series
 A Warrants

 RELIW

 Nasdaq
 Capital Market

registered pursuant to section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes
 No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company, in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes
 No

 The
aggregate market value of the common stock, $0.086 par value per share, held by non-affiliates of the registrant, based on the closing
sale price of registrant's common stock ($4.71) as quoted on the NASDAQ on June 30, 2023 (the last business day of the registrant's
most recently completed second fiscal quarter), was approximately $ 7.8 million.

 At
April 4, 2024, the registrant had 5,692,387 shares of common stock, par value $0.086 per share, outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE: None

 TABLE
OF CONTENTS

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. RESERVED

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item 9A. Controls and Procedures

 Item 9B. Other information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accounting Fees and Services

 Item 15. Exhibits, Financial Statement Schedules

 Item 16. 10-K Summary

 Signatures

 Industry
and Market Data

 Unless
otherwise indicated, information contained in this Annual Report on Form 10-K concerning our industry and the markets in which we operate,
including our general expectations and market opportunity and market size, is based on information from various sources, including independent
industry publications. In presenting this information, we have also made assumptions based on such data and other similar sources, and
on our knowledge of, and our experience to date in the relevant industries and markets. This information involves a number of assumptions
and limitations, and you are cautioned not to give undue weight to such estimates. We believe that the information from these industry
publications that is included in this Annual Report on Form 10-K is reliable. The industry in which we operate is subject to a high degree
of uncertainty and risk due to a variety of factors, including those described in "Risk Factors." These and other factors
could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

 PART
I

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains forward-looking statements (within the meaning of the federal securities law) that involve substantial
risks and uncertainties. All statements, other than statements of historical facts, included in this Annual Report on Form 10-K regarding
our strategy, future operations, future financial position, future net sales, gross margin expectations, projected costs, projected expenses,
prospects and plans and objectives of management are forward-looking statements. The words "anticipates," "believes,"
"estimates," "expects," "intends," "may," "plans," "projects,"
"will," "would," and similar expressions are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. We have based these forward-looking statements on our current expectations
and projections about future events. Although we believe that the expectations underlying any of our forward-looking statements are reasonable,
these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties. Should one or more
of these risks and uncertainties materialize, or should underlying assumptions, projections, or expectations prove incorrect, our actual
results, performance, or financial condition may vary materially and adversely from those anticipated, estimated, or expected. We have
included important factors in the cautionary statements included in this Annual Report on Form 10-K, particularly in the section entitled
"Risk Factors," that we believe could cause actual results or events to differ materially from the forward-looking statements
that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint
ventures, investments or terminations of distribution arrangements that we may make. We do not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law.

 Unless
the context requires otherwise, references to "Reliance Global Group," the "Company," "we," "our,"
and "us" in this Annual Report on Form 10-K refer to Reliance Global Group, Inc.

 Item
1. BUSINESS

 About
Reliance Global Group, Inc.

Global Group, Inc. (formerly known as Ethos Media Network, Inc.) was incorporated in Florida on August 2, 2013. In September 2018, Reliance
Global Holdings, LLC, a related party ("Reliance Holdings"), purchased a controlling interest in the Company. Ethos Media
Network, Inc. was renamed Reliance Global Group, Inc. on October 18, 2018.

 We
operate as a company managing assets in the insurance markets, as well as other related sectors. Our focus is to grow the Company by
pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies. We are led
and advised by a management team that offers over 100 years of combined business expertise in insurance, real estate and the financial
service industry.

 In
the insurance sector, our management has extensive experience acquiring and managing insurance portfolios in several states, as well
as developing specialized programs targeting niche markets. Our primary strategy is to identify specific risk to reward arbitrage opportunities
and develop these on a national platform, thereby increasing revenues and returns, and then identify and acquire undervalued wholesale
and retail insurance agencies with operations in growing or underserved segments, expand and optimize their operations, and achieve asset
value appreciation while generating interim cash flows.

 As
part of our growth and acquisition strategy, we remain active in M&A markets and anticipate completing
 insurance agency/brokerage transactions throughout the course of 2024 and beyond. As of December 31, 2023, we have acquired
nine insurance agencies. During 2022, the Company acquired Barra & Associates, LLC., an unaffiliated full-service insurance agency, which we rebranded to RELI Exchange and expanded
its footprint nationally.

 The
Company also developed and launched 5MinuteInsure.com ("5MI"), a proprietary direct to consumer InsurTech platform which
went live during the summer of 2021. 5MI is a business to consumer website which enables consumers to compare and purchase car and home
insurance in a time efficient and effective manner. The platform is currently live in 44 states and offers coverage with more than thirty carriers.

 Over
the next 12 months, we plan to expand and grow our footprint and market share both through organic growth, and by expansion through additional
acquisitions in various insurance markets.

 Our
competitive advantage includes the ability to:

 Scale
 to compete at a national level.

 Capitalize
 on the consumer shift to 'online' with the personal touch of an agent, as the only InsurTech company with this combination.

 Leverage
 proprietary agency software & automation to compare carrier prices, for competitive renewal pricing.

 Employ
 an empowered and scalable insurance agency model.

 Leverage
 technology that facilitates comparing carriers for the best prices.

 The
RELI Exchange Business to Business ("B2B") InsurTech platform and partner network for insurance agents and agencies also:

 Boast
 being the only white label insurance brokerage agency – New agents can have a multimillion-dollar agency look on day one, with
 a full suite of back-office support (business resources, licensing, compliance, etc.).

 Combines
 the low barriers to entry of an agency network, with state-of-the-art tech.

 Builds
 on the artificial intelligence and data mining backbone of 5MinuteInsure.com

 Is
 designed to provide instant and competitive insurance quotes from more than thirty insurance carriers nationwide.

 Reduces
 back-office burden and expenses by reducing the need for paperwork and redundant tasks.

 Provides
 agents more time to focus on revenue driving activities, such as selling policies.

 In
addition, we have a vast mentorship program behind the scenes, to upskill our sales teams. Once people are registered, we enroll them
in our mentorship program, and coach them to bring new business.

 RELI
Exchange is a complete, private label system where agents have more flexibility in how they choose to brand themselves, compared to competitor
platforms that require agents to work under the platform's brand name. In effect, agents have a greater sense of ownership on our
platform, and the feeling that comes with a well-financed agency.

Market Overview

 There
are three main insurance sectors: (1) property/casualty (P/C), which consists mainly of auto, home, and commercial insurance; (2) life/health
(L/H), which consists mainly of life insurance and annuity products; and (3) accident and health, which is normally written by insurers
whose main business is health insurance. The insurance industry plays a huge role in the U.S. economy (Source: OECD Insurance Statistics).

 The U.S. remained the world's largest insurance market, with a 40%
market share of global direct premiums written in 2023, with premiums of $2.8 trillion, and Swiss Re forecasts that premiums will grow
by an average 9% per annum over the next decade, stronger than the 7.5% annual average of 2015–2023 (Source: beinsure, Top Ranking
the World's Largest Insurance Markets 2024).

Agency Industry Overview

agencies act as intermediaries between insurance carriers and consumers. Unlike carriers, agencies do not bear insurance risk. The
market has grown steadily including a sharp increase in 2019 due to macroeconomic growth, beneficial legislation, COVID treatments,
and positive trends within the insurance sector. While inflation and other factors have impacted the industry, it has continued to
grow through 2021. The market flattened in 2022 (12.15% of US GDP in 2022 vs. 12.20% in 2021), with a positive outlook due to the
increased use of AI. Results may be impacted by changes to federal interest rates, with the federal funds rate skyrocketing from
about 0% in early 2022 to 5.33% in February 2024, the highest rate in over 20 years (Source: St. Louis Federal Reserve, Federal
Funds Effective Rate).

 An
insurance agency or broker solicits, writes, and binds policies through many different insurance companies, as they are not directly
employed by any insurance carrier. Thus, insurance agencies can decide which insurance carriers they would like to represent and which
products they would like to sell. They are like a retail shop that sells insurance services and products created by the insurance carrier.
The main difference between a broker and an agent has to do with who they represent. An agent represents one or more insurance companies,
acting as an extension of the insurer. A broker represents the insurance buyer.

 An
insurance carrier, on the other hand, is a manufacturer of insurance services and products that the insurance agencies sell. They control
the underwriting process, claims process, pricing, and the overall management of the insurance products. Insurance carriers do not sell
their products through direct agents, but only through independent agencies. Insurance policies are created and administered by the insurance
carrier.

 A
key operating difference between agencies and carriers is the risk profile. The potential financial risks to the insurance industry caused
by unforeseen events such as natural disasters are the responsibility of the carriers (and their re-insurers). Agencies and brokers bear
no insurance risk. Furthermore, increased damage caused by natural disasters generally boosts demand for insurance and results in possible
premium increases. Since insurance brokers and agents are a central part of the distribution of these products, they normally benefit
from this increase in demand and premiums despite damaged profit margins among these upstream underwriters and carriers. (Source: IBISWorld
Insurance Brokers & Agencies Industry in the US, January 2023). Natural disasters are inherently difficult to forecast, but any increase
in the frequency of these events has the potential to boost insurance policy volumes, particularly for property and casualty products.

 This risk difference is key, especially considering
volatile weather patterns and an increased rate of natural disasters. The economic costs of 2023's natural disaster events was $380
billion, up from $313 billion in 2022 (Source: Statista, Cost of natural disaster losses worldwide from 2000 to 2023, by type of loss).
Insurance only covered 42% of the total damages from 421 natural disaster events in 2022 (Source: AON, Testimony of Eric Anderson,
President of Aon, before the United States Senate Committee on Budget, Wednesday, March 22, 2023).

 Key
external drivers for insurance industry performance include factors such as motor vehicle registrations, the homeowner rate, and per
capita disposable income. The industry is in a hardening cycle, which leads to growth. There are still effects from the COVID-19 measures,
with shifting sales trends expected to boost profitability while lowering marginal costs. Additionally, businesses rebounding from COVID-19
are reported to translate to a consistent stream of new insurance customers (Source: IBISWorld, Insurance Brokers & Agencies Industry
in the US, January 2023).

 In 2023, the global insurance brokerage & agency market had an estimated
value of $436 billion, and is forecasted to grow 7.2% to $468 billion in 2024 and to $613 billion by 2028 (Source: Research and Markets,
Insurance Brokers & Agents Global Market Report 2024). The insurance distribution industry continues to prove its resiliency and the
growth is reflected in continued robust mergers and acquisition (M&A) activity within the sector, despite decreases as compared to
recent prior years. Total deal volume in 2023 was $78 billion, 41% lower than in 2022, with a 15% drop in total deals to 1,062 M&A
deals in 2023. That said, there were 22 mega-deals of over $1 billion in 2023, a 38% increase over 2022 (Source: GlobalData, Insurance
M&A Deals 2023 – Top Themes – Thematic Intelligence). The drop in deal volume was due to a 40-year high in inflation,
rising capital costs and tightening budgets. As rate increases have already peaked, companies may allocate more capital to acquisitions.
In 2024, there is an expected influx of private equity money into insurance M&A. (Source: Deloitte, 2024 insurance M&A outlook:
Climbing the leaderboard).

 The global InsurTech market size was valued at $16.6 billion in 2023 and
is expected to grow to $336.5 billion by 2032, including the highest CAGR of 41.0% between 2023 and 2032 (Market.us, Global Insurtech
Market By Type (Auto, Business, Health, and Other Types), By Deployment (On-Premise, and Cloud Based), By Technology, By Services, By
End-User, By Region and Companies - Industry Segment Outlook, Market Assessment, Competition Scenario, Trends, and Forecast 2023-2032).
The increasing need for digitization of insurance services is expected to propel the market growth. Insurtech is the usage of technology
innovations particularly designed to make the existing insurance model more efficient. By using technologies such as AI and data analytics,
InsurTech solutions allow products to be priced more competitively. Insurance companies are widely adopting these solutions to drive cheaper,
better, and faster operational results. Hence, the insurance industry is witnessing increased investment in technology. The outbreak of
COVID-19 had a positive impact on the market. Numerous insurance companies are reconsidering their long-term strategies and short-term
needs. COVID-19 and its impacts have accelerated the implementation of online platforms and new mobile applications to meet consumer needs.
(Sources: Grand View Research, Insurtech Market Size, Share & Growth Report, 2021-2028 and 2022 - 2030).

 The
Company therefore has strategically invested in its RELI Exchange and 5MinuteInsure.com online digital platforms as additional steps
in expanding its national footprint which now also includes a client referral portal. As discussed above, RELI Exchange and 5MI are
high-tech proprietary tools developed by the Company as business to business or business to consumer portals which enables
agents/consumers to compare and purchase car home and life insurance in a time efficient and effective manner. These platforms tap
into the growing number of online users and utilize advanced artificial intelligence and data mining techniques, to provide
competitive insurance quotes in around 1-5 minutes, with minimal data input needed from the agent/consumer.

 General Industry Outlook

brokers and agencies play a critical role within the insurance market by distributing policies and consulting insurance underwriters
and consumers. This industry is a vital component to the larger insurance sector as industry operators act as intermediaries between
insurance providers and downstream consumers. Operators generate income via commissions earned on policies sold. Given the transaction-based
nature of the industry, revenue primarily depends on three factors: (1) policy (premium) pricing; (2) demand for insurance; and (3) the
popularity of using agents and brokers in the distribution process.

 As
mentioned, the insurance broker and agency industry has grown steadily over the five years due to macroeconomic growth, beneficial legislation
that has been passed, and positive trends in the insurance sector, achieving approximately $436 billion in revenues in 2023. As macroeconomic
conditions improve over the next few years, revenue generated by industry operators is expected to increase to $613 billion in 2028 as
businesses regain confidence in their financial stability, despite increased external competition from online insurance marketplace platforms.

carriers should not continue to depend on the positive (though uncertain) fundamental economic strength of years past to maintain positive
balance sheet momentum. To succeed, carriers must address foundational challenges, which include remaining relevant despite
systemic economic changes combined with expanding consumer preferences. Some of the issues that insurers must address will fall within
the areas of mergers and acquisitions (M&A), technology, product development, talent, regulation, as well as tax reform, as described
below.

 M&A.
 The convergence of market pressures to attain sustainable growth, a persistent wealth of capital and capacity, combined with the
 upturn in interest rates may demonstrate that insurers should be prepared for an uptick in M&A activity in 2024. As it stands
 now, fairly rich valuations could dampen activity, however, M&A could offer opportunities to scale and obtain new capabilities,
 primarily as it relates to technology.

 Proprietary
 Technology. Advancements in AI, mobile and digital technology are forcing insurers to innovate, which is expected to continue
 and intensify, where every insurance agency will need to focus on what makes their customer experiences and products unique. They
 will also need to integrate with technology enablers to bring to their customers a value proposition via a connected ecosystem.
 Furthermore, to better compete within the industry, those within the distribution system would benefit tremendously by improving the
 ability to share critical data and analytics between systems. Insurers are seeking to employ the cloud to power advanced analytics,
 improve data gathering, and grow cognitive applications. To keep pace with the industry and prepare for a cloud-enabled
 future, insurance carriers should prioritize migrating their existing systems to the cloud and launch new applications
 off-site.

 Product
 Development. Economic and technological changes create the need for new types of coverage, revamped policies, and alternative
 distribution platforms; adaptation of this, however, has been slow within the insurance industry. Siloed business lines, legacy processes,
 and regulatory considerations hinder the rapid and agile product development needed within this highly competitive landscape. Accordingly,
 insurers would benefit by focusing on creating hybrid policies that cover both commercial and personal risks. They could also supply
 on-demand coverage options, which provide greater control to customers for their policy terms and time frames. Furthermore, novel
 and unique micro-experiences could become the foundation for digital expansion as agencies are distinguished by the niche markets
 they sell to and can better service versus their peers. Digital content campaigns and user interfaces targeting specialized prospects
 and customer segments are expected to continue to expand. These micro-experiences could allow agencies to have access to a market
 that can quote, bind, and service insurance online, and where they are focused on commercial lines and specialty insurance for niche
 markets. In such a scenario, they may be able to offer new opportunities for agencies to expand quickly via digital building blocks
 that can be easily integrated into existing business and/or workflows.

 Regulation.
 Regulation will continue to play a significant role in the operations and development of the insurance industry, with three high-priority
 compliance issues (each with global and domestic implications) facing insurers:

 Market
 conduct. "Best interest" standards have been implemented and more are being considered at both the
federal and state levels to protect consumers who purchase annuities and life insurance. In 2020, the NAIC required producers to put the
consumer's interests ahead of their own. Currently, the NAIC's Suitability in Annuity Transactions Model Regulation (#275)
has been adopted by 41 states. It aims to protect consumers from potentially abusive and predatory practices among life insurance and
annuity producers (Source: NAIC, The NAIC Annuity Suitability "Best Interest" Model Regulation). Additionally, similar standards
were adopted in New York (Source: Debevoise & Plimpton, New York's "Best Interest" Rule for Life and Annuities Found
Constitutional). Due to these standards, insurers should seek to review and adjust their compliance structures to accommodate what could
turn into a patchwork oversight system. One possibility could be to integrate new technologies that would allow for continual oversight
and management of the sales process.

 Cyber
 risk. With New York State's latest cybersecurity regulations, insurers are facing compliance deadlines, which have formed
 the basis of a nationwide model law developed by the National Association of Insurance Commissioners. Going forward, the spotlight
 is likely to be on how insurers plan to manage third-party risks, given so much importance has been placed on migrating policyholder
 data and software systems to external hosts.

 Privacy
 oversight. Privacy is both a data-security and reputational risk issue given the European Union's General Data Protection
 Regulation (GDPR) having been implemented along with similar standards set to be imposed in California. Equally as important is how
 data can be used moving forward, specifically when it comes to disclosure and consumer signoff. In addition to legal and IT experts,
 insurers should include multiple stakeholders in its compliance efforts. Over the longer term, carriers may reexamine how the vast
 amounts of alternative data at their disposal may be leveraged for the mutual benefit not only for the carriers but their policyholders,
 while simultaneously remaining compliant with domestic and global regulations.

 Taxes.
 The global trend has been to lower corporate income tax rates, with a recent report from the Organization for Economic Co-operation
 and Development citing significant tax reform packages enacted in Argentina, France, Latvia, and the U.S., with other countries introducing
 more disjointed reforms. U.S. insurers continue to focus on adapting to the changes introduced in the Tax Cuts and Jobs Act of 2017.
 The U.S. Department of the Treasury and the Internal Revenue Service (IRS) have issued final and proposed guidance on certain important,
 newly enacted provisions, such as the application of the base erosion and anti-abuse tax to reinsurance, as well as the taxation
 of foreign operations owned by U.S. taxpayers. Additional guidance could be imminent on many other important provisions, including
 how the new loss carryover rules will fit with the old rules in the context of consolidated returns.

 Further
complexity may come from several areas in 2024, including (Source: Accenture, 5 predictions for the insurance industry in 2024):

 Monetizing
 AI, including generative AI such as ChatGPT.

 Alternative
 human capital strategies which include the use of generative AI acting as "supplementary
 talent."

 Cost
 pressures driving operational model change including allocation methodologies and centralized
 costs.

 Risk
 portfolio shifts and capital reallocation, including shifts into the retirement space as
 Millennials and GenZ become beneficiaries.

 Service
 revenue increases alongside risk capital decreases, to raise RoE, and to expand product offerings
 in advice and services including tele-health, care navigation, and risk mitigation.

 While
the industry may need to address internal and external pressures, the impact from these issues will continue to fall within the
individual insurer. Thus, since insurers have choice in their decision making process, potentially the
most significant factor is likely to be how committed and prepared insurers are to quickly adjust to changes in the economy,
society, and technology, and respond accordingly.

 Single-product
platforms limit buyers' choices and often lead to high costs or insufficient coverage. We've partnered with an extensive
list of carriers and filter results for buyers according to their needs. This gets them the right coverage at a fair price. From there,
they're connected to an agent who onboards them with minimal friction.

Buyers

buyers want coverage that fits their needs at a fair price. They also want good customer service. We believe the independent insurance
agents, combined with the RELI Exchange platform can serve these needs best. Our platform makes it easy to weigh the options and connect
with a knowledgeable agent with the buyer's interests in mind.

 Expert
Agents

 We
train our agents to evaluate coverages based on buyers' needs, and to explain options in simple terms. Furthermore, service doesn't
stop there. People's needs change during different life events, and we facilitate adjustments to their coverage when it matters
most.

 Agents
can revolutionize their insurance businesses—or start a new one on RELI Exchange. They have the freedom to offer coverage from
a variety of carriers, utilizing our cutting-edge technology, and proven sales system. This is particularly beneficial to captive insurance
agents who previously found themselves limited to one carrier and pricing model. By offering more choices, agents now have more chances
of closing business with interested buyers. By partnering with us, agents gain access to a variety of carriers, yet are able to streamline
their workflows to focus on business development with support from our team and lower marketing costs.

 Top
Carriers

carriers want to maximize profits without detracting from the customer experience. The challenge is that it's costly to distribute
coverage through independent agents with varying levels of expertise. Some carriers choose the Captive Agent route to save on cost, but
RELI Exchange offers a better alternative. We reduce overhead and scale distribution for carriers while maintaining good standards with
our technology and back office support team.

 The
performance improvements and lower costs lead to higher customer retention and a better customer experience, which translates to a higher
customer lifetime value and more profits for the carrier and the agent.

 Leadership
Team

 Our
leadership team has over 100 years of combined industry experience.

 Ezra
Beyman, Chairman & Chief Executive Officer, brings nearly three decades of entrepreneurial experience in real estate and fifteen
years in insurance. His portfolio of commercial and residential properties at one point consisted of more than 40,000 residential
units, as well as several insurance companies. In 1985, he founded his first mortgage brokerage, which rapidly grew into the third
largest licensed mortgage brokerage in the United States of America by 2008. He also expanded to real estate acquisition, having
grown his portfolio to over three billion dollars.

 Scott
Korman, Director, serves as President of Nashone, Inc., a private equity firm, which he founded in 1984. In this role, Mr. Korman
is involved in financial advisory, M&A, and general management assignments. He is a founder and Managing Member and CEO of Illumina
Radiopharmaceuticals LLC, CEO of Red Mountain Medical Holdings, Inc. Mr. Korman previously served as Chairman of Da-Tech Corporation,
a Pennsylvania based contract electronics manufacturer and as Chairman and CEO of Best Manufacturing Group LLC, a leading manufacturer
and distributor of uniforms, napery, service apparel, and hospitality and healthcare textiles. Mr. Korman also served as President and
CEO of Welsh Farms Inc., a full-service dairy processor and distributor of milk, ice cream mix and ice cream products.

 Ben
Fruchtzweig, Director, brings decades of executive experience in accounting and financial services. He has served as Chief Comptroller/Financial
Analyst at national financial services and investment companies. He received his NYS C.P.A. license in 1987 and has worked at Deloitte
Haskins and Sells and other leading accounting firms. Currently, Mr. Fruchtzweig lectures on a variety of topics including business ethics.
He also serves on a voluntary basis as a trustee of a non-profit private foundation, which serves to provide the needed financial support,
services and guidance to qualifying individuals and families.

 Sheldon Brickman, Director, brings over 25
years of M&A advisory and business development experience with more than $40 billion in deals value. He has worked for numerous multibillion-dollar
insurance carriers, including assignments for such companies as AIG, Aetna and National General. Sheldon has assisted international companies
(UAE, UK, Asia and Latin America), start-up operations, and regional insurance carriers. Mr. Brickman's experience covers the property
casualty and life/health markets, including working with insurance carriers, managing general agencies, wholesalers, retailers and third-party
administrators.

 Alex
Blumenfrucht, Director, previously served as CFO of Reliance, and prior to that, served as
an Audit & Assurance Professional at Deloitte & Touche, LLP where he successfully led audit teams on both public and privately
held corporations. He brings extensive experience in internal controls, financial analysis and reporting for both private and publicly
traded companies. Currently Alex serves as the CFO of a Private Equity backed company in the healthcare space. Additionally, he has
served as a Board Member of an ESOP structured entity.

 Joel
Markovits, CPA, Chief Financial Officer, Joel joined Reliance Global Group in June 2021, bringing over 12 years of financial and
accounting experience in both the public and private sectors. Prior to joining Reliance Global Group, Joel was a senior manager at KPMG
LLP from April 2015 through May 2021, where he led some of the larger and more complex audit engagements, including serving as lead audit
senior manager on a global $16 billion (annual revenues) enterprise reporting on both US GAAP and IFRS standards. He was also a data
& analytics specialist and technology innovation leader at KPMG for its largest US Business Unit, overseeing the development and
deployment of technological capabilities that enhance data analyses. Joel has been a Certified Public Accountant in the State of New
Jersey since November 2013.

 Yaakov
Beyman - Executive Vice President, Insurance Division, oversees the overall insurance operations of Reliance, including strategy
and developing/implementing operational tools. He holds insurance licenses in most of the continental United States, and is involved
heavily in marketing, maintaining state of the art technological models, financial management and distributions, and entity creation
and maintenance.

 Grant
Barra - Senior Vice President of Operations, Mr. Barra brings extensive insurance experience scaling businesses by employing
innovative tactics to increase revenue and overall profitability. He founded Barra & Associates in 2008 and served as its CEO until
it was acquired by Reliance in 2022 and subsequently rebranded as RELI Exchange. Concurrent with the acquisition, Mr. Barra was appointed
as Reliance's senior vice president of operations, where he's responsible to oversee operations, innovation, and growth, amongst
other senior responsibilities.

 Moshe
Fishman, Director of Insurtech and Operations, brings a unique perspective to the insurance sales process. Prior to starting his
own insurance agency, Mr. Fishman was a recognized guru in the travel industry leveraging the technology in the travel sector. This tech
savviness has been applied into the insurance and financial services industries with the founding of Fishman Insurance Agency as well
as Tekeno Financial. Mr. Fishman is one of the driving talents of the RELI Exchange & 5MinuteInsure.com InsurTech platforms.

 Agency
Partner network and proprietary InsurTech platform at ReliExchange.com

 Our
Go-to-Market Strategy

 Our
Go-to-Market high level goals include:

 Brand
 awareness

 Targeted
 Market Segmentation and Positioning

 Content
 Marketing and Thought Leadership

 Best
 in class recruitment team

 Target
#1: Captive

 When
 an agent represents one insurance company, they have limited offerings for clients, assuming the same activity they'll close
 more business, earning multiples of what they make currently due to our partnerships with many of the largest carriers in the industry.

 Key
 target for Agency Partners

 Eliminate
 many of the biggest expenses running an independent agency as an Agency Partner with RELI Exchange.

 Target
#2: Agency Producers/CSRs

 Agents
 that want their own agency.

 Target
#3: New Agency Startups

 Our platform makes it easy for those with little to no
 experience that want to start their own agency business. This is a significant market with manty potential participants.

 Promotion

 To
meet our agency registration objectives, we have engaged in both inbound and outbound marketing. Outbound sales and marketing includes
outreach on social media through posts and direct messages using tools on Linked In and other platforms, phone, email, and other methods
of communication. Inbound marketing is primarily through driving traffic to our website through search engines, social media, and digital
publicity campaigns. These combined tactics give us a constant influx of marketing qualified leads (MQL) and sales qualified leads (SQL)
to predictably hit our target metrics each month.

 Email
Marketing

 As
we continue to build our database of customers and prospects, we will implement an effective email marketing campaign. This includes
newsletters as well as content flows that drip out over time to keep people engaged. This content is pre-programmed to automatically
fire at set intervals whenever someone registers for a list. Through automation, we continue to build rapport with people who eventually
sign up for the service.

 Public
Relations

 The
digital marketing tactics that we use have the following benefits:

 Increase
 brand credibility

 Generate
 leads

 Attract
 investors and partners

 Make
 other marketing more effective

 Attract
 talent

 Improve
 reputation on Google

 Drive
 domain authority for SEO

 Differentiate
 from competitors

 Increase
 perceived value

 Convert
 leads faster

 Social
Media

 As
part of our content creation process, we've implemented a system for ongoing posts to social media channels such as Linked In. Tactics
include:

 Daily
 social listening – eye-on competitor + industry news + influencer

 Creative
 design and content planning

 Daily
 posting schedule

 Real-time
 events support and live posting

 Daily
 monitoring comments and discussions

 A
 content coordinator with approving capabilities to approve/direct.

 Monitoring
 data, providing monthly reports

 Weekly
 meetings with updates on new content, industry news approval etc.

 Daily
 outreach, engagement, and growth of Linked In profile.

 Weekly:
 2 posts that demonstrate expertise, experience and thought leadership.

 Monthly:
 Strategic growth and visibility

 Using
platforms like Linked In, Facebook, and Twitter, we post regular content with the aim of growing our visibility and credibility through
social media storytelling. Our goal is to maintain a consistent brand story for customers, prospects, stakeholders, and industry experts.

 Planning,
writing, creating, and posting a mixture of our available assets, plus curated topics on industry trends and influencer thought leadership
to provide validation and exposure outside of our existing followers, to develop the company story.

 Our
initial focus is on Linked In, with expansion to other platforms as it makes sense.

 Podcasts

 We
have appeared on several podcasts as subject matter experts, and will continue with outreach to increase exposure, visibility, brand
awareness, and sales.

 Website
Search Engine Optimization

 Our
goal is to improve the website to drive more organic traffic through Google and other search engines. The two primary objectives are
to create engaging content, and to improve the technical SEO of the website.

 SEO
growth opportunities include:

 SEO
 Audit and Execution to improve HTML, structured data and other technical issues

 SEO
 review of any future site migration and platform upgrade plans as part of the M&A process

 Information
 architecture & internal linking for SEO

 Content
 topic and structural improvements

 Keyword
 Tracking

 Competitive
 analysis

 Product

 Our
best-in-class product offerings include the following:

 1)

 An
 agency partner contract

 2)

 An
 agent / pro contract

 Our
value proposition is that we're giving people a complete, white label business. Agents have a fast and easy website presence, get
contracts with carriers they wouldn't normally access, and they can get paid for referrals.

 Price

 Costs
are very low. Access is approximately $90/month for agents, and $190/month for agency partners. This is a singular solution that gives
people an all-in-one insurance agency.

 For
comparison, people used to pay about $50,000 to build out an insurance agency. Additionally, licensing can be around $750, with $100-200
in monthly expenditures. RELI Exchange removes these costly barriers to entry through technology.

 With
the RELI Exchange platform, our vision is to remove all barriers and activate contracted agents at scale. Being cost efficient for these
agencies is key to our success. Unlike the franchise model, RELI Exchange is designed with low barriers to entry and a compelling value
proposition. In addition, RELI Exchange significantly enhances competitive advantages through provided agency partners.

 People
(Target Audience)

 We
have identified several highly receptive target audiences, including:

 Existing
 insurance agents & agency leadership/owners

 People
 looking for a career change (GenX, older Millennials)

 Experienced
 salespeople

 Younger
 "quiet quitters" and "Great Resigners" who want more purposeful, lucrative work & flexibility

 Recent
 college graduates with debt & unmarketable degrees with few career options

 Captive
 Agents who feel trapped

 The
RELI Exchange Platform

 The
RELI Exchange platform is a revolutionary way to get insurance quotes without requiring users to undergo a complicated process of manually
completing lengthy forms. With basic contact information, our proprietary tool can generate accurate home auto and life insurance quotes
from credible providers in under 5 minutes, for free. Then, our platform connects each user with a fully trained and knowledgeable agent
who guides them through the rest of the process to deliver the best coverage at the best price.

 RELI
Exchange is at the forefront of the digital transformation of the insurance industry. Our platform leverages unique technology, a proprietary
database, and expert methodologies from experienced insurance agents to deliver a quality experience to agents and people looking to
get insured.

 In
addition to providing customers with a great experience, RELI Exchange automates many processes for agents to free up their time to sell
to new customers. The result is higher profitability with less work. Most importantly, mentorship is part of the RELI Exchange model,
so that agents always receive the support they need to be successful.

 System
for Agent and Agency Partner Success

 RELI
Exchange agents have a distinct advantage over their captive counterparts when it comes to serving clients. They have access to multiple
carriers in their markets, to provide more choices and solutions that fit their customers' needs. Additionally, our automations
and back-office support eliminate time spent on service requests and renewals, so agents can focus on sales growth.

 We
spent years developing our proprietary sales processes, backed up by an engaging mentorship program to maximize agent success. We provide
every agent with comprehensive training, product and carrier knowledge, and cutting-edge technology. Plus, our back-office support team
is readily available to train and assist agents at every step.

 We
actively recruit agents who are passionate about owning their own business and have a proven track record in business development. Our
revenues are tied directly to their success, creating an environment that delivers consistent results.

 Agents
benefit from low startup costs and minimal overhead—no employees or physical location is required. In contrast, captive agents
are often burdened with immediate hiring requirements, storefront leases, and advertising budgets. Moreover, our software platform delivers
economies of scale so that fixed and variable costs are reduced for greater profitability.

 Online
Insurance and 5MinuteInsure.com

 In
August 2021, we launched 5MinuteInsure.com, which is a licensed online insurance agency that utilizes state of the art digital technology
and seek to use this platform to develop business in the online insurance business which we believe represents an underutilized opportunity.

 While
90% of customers are open to purchasing insurance online, 75% of the people who attempt to make online purchases report problems (Source:
J.D. Power, Direct-to-Consumer Auto Insurers Take Top Honors in Shopping Study as New Normal Arrives for P&C Industry, J.D. Power
Finds; Invoca, 36 Insurance Marketing Statistics You Need to Know in 2023). Moreover, the current insurance purchasing processes
is time consuming and lacks transparency. There are over 96 insurance companies paying thousands of affiliates to generate leads, paying
as much as $120 per lead (Source: The Insurance Marketer, Best Life Insurance Affiliate Programs: How Much Can You Earn?; Lasso,
 The 96 Best Insurance Affiliate Programs of 2023). Consequently, most of the current online sites are simply lead generators,
which result in false insurance quotes, constant spam and aggressive sales pitches. We believe consumers are looking for an online platform
that will replicate the services they could obtain from a traditional brick and mortar insurance agency, thus driving business toward
the online site as we all migrate to online in this post COVID world.

 Another
key benefit to online insurance is the ability to combine seamlessly with electronic capabilities in processing, such as 5MinuteInsure.com's
proprietary backend processing technology to support our traditional agency business. 5MinuteInsure.com will be used internally by all
the Reliance Global Group affiliated agencies to offer more products to our existing client base. By implementing artificial intelligence,
robotic process automation and automatic shopping for best rates at renewals, we believe we can dramatically reduce costs, and allow
our agents to focus on selling new policies, creating a digitally empowered and scalable insurance agency model.

 Specific
benefits of the 5MinuteInsure.com platform include:

 First, a simplified application process

 Second, 5MinuteInsure.com has real-time connections with over
15 top-rated insurance companies, which allows consumers to transparently compare real live quotes from multiple insurers side-by-side.

 Third, 5MinuteInsure.com provides instant accurate coverage
recommendations for home, auto and life insurance, providing consumers confidence they are not under or over-insured.

 Fourth, 5MinuteInsure.com provides in-house insurance buying
and policy binding capabilities, meaning no redirection to other websites and the ability to finalize purchases on 5MinuteInsure.com
in as little as five minutes.

 Fifth, coming soon is 5MinuteInsure's free and secure
account enables 24/7 access to previous quotes, policies and other documents.

 Finally, when it's time for a policy renewal, 5MinuteInsure.com
can populate the best offers in the market before their policy expires.

 Thus,
we believe in the specific benefits of the online insurance business, and we believe that 5MinuteInsure.com provides the platform to
transform this segment of the industry.

 Business Operations (OneFirm)

 Reliance Global Group has adopted a 'One-Firm' approach, whereby the Reliance
owned and operated agencies come together to operate as one cohesive unit which allows for efficient and effective cross-selling, cross-collaboration,
and the effective deployment of the Company's human capital. This strategy also aims to enhance the Company's overall market
presence across the U.S., with all business lines operating under the RELI Exchange brand. It's expected to benefit agents and clients
by improving relationships with carriers, leading to better commission and bonus contracts due to higher business volumes. The approach
also strengthens the capability of RELI Exchange agency partners in securing diverse insurance policies and fosters increased cross-selling
opportunities. This unified strategy positions the company for rapid scaling and integration of accretive acquisitions, expanding its
industry reach.

M&A Overview

 As noted
above, M&A deal volume in the insurance agency market remains robust with $78 billion in deals during 2023, despite drops as compared
prior recent years and 2024 is expected to bring more acquisition opportunities.

 The
COVID-19 crisis may have an impact on the insurance industry for quite some time. Some factors to consider:

 Strain on investment portfolios – Insurance companies
rely on their investment portfolios to generate returns. Markets have been in turmoil and, as a result, insurers' investment portfolios
may be significantly impacted.

 Delayed payments – Regulators are urging insurance
companies to accept late premium payments with no penalty, putting a strain on cash flow. Despite liquidity being impacted, insurance
companies are still being expected to pay out claims.

 Decreased premium volume – Full or partial closing
of businesses coupled with social distancing has led to decreased demand for insurance. Lower payroll levels lead to lower payroll-based
premiums, such as those in workers' compensation, and an uptick in layoffs results in fewer people buying houses, cars, and other
insurable purchases. A decrease in premium volume means a decrease in income for insurers.

 Coverage disputes – Pandemics are generally excluded
from insurance policy coverage and therefore policy premium has not included the necessary charges to provide such coverage. A number
of states are attempting to legislate to force insurance companies to provide insurance coverage for business interruption and other
losses for claims resulting from the COVID-19 pandemic. There is uncertainty regarding which party will ultimately incur the additional
cost for these adjustments.

 We
cannot presently estimate the full financial impact of the unprecedented COVID-19 pandemic on our business or predict the related federal,
state and local civil authority actions, which are highly dependent on the severity and duration of the pandemic; however, we see opportunities
which may arise as to changes in the markets. Due to the uncertainties associated with the COVID-19 pandemic and the indeterminate length
of time it will affect, we have taken proactive measures to secure our liquidity position to be able to meet our obligations for the
foreseeable future.

Insurance Agency Brand Acquisitions:

 RELI
 Exchange

 Benefits

 J.P.
 Kush & Associates

 US
 Benefits Alliance

 Employee
 Benefits Solutions

 Insurance Solutions

 Southwestern
 Montana Insurance Center

 UIS
 Agency

 Commercial
 Coverage Solutions

History

 In
 October 2018, announced first two acquisitions: Employee Benefits Solutions and U.S. Benefits Alliance; Michigan-based agencies specializing
 in the sale of health insurance products in the wholesale and retail industry

 In
 December 2018, acquired Commercial Coverage Solutions, LLC, a commercial property and casualty insurance company specializing in
 commercial trucking and transportation insurance

 In
 September 2019, two agencies transferred ownership from Reliance Global Holdings, LLC, a private company affiliated with Reliance
 Global Group:

 Southwestern
 Montana Insurance, a group health insurance agency providing personal and commercial lines of insurance

 Insurance Agency, LLC, an agency providing multiple lines of insurance in the property/casualty and life/health insurance sectors

 In
 September 2019, acquired Altruis Benefit Consulting; serves customers throughout the entire State of Michigan, specializing in providing
 individual and group health insurance

 In
 September 2020, acquired the assets of UIS Agency, LLC (UIS), a premier regional insurance agency serving the commercial transportation
 industry

 In
 May 2021, acquired J.P. Kush and Associates, Inc., a premier healthcare insurance agency with operations in 10 states, headquartered
 in Troy, Michigan

 In
 April 2022, acquired Barra & Associates, (changed to RELI Exchange following acquisition) a recognized provider of both personal
 and commercial insurance products, including P&C insurance, life insurance, health insurance and other insurance products.

Agency Acquisition Strategy

 Numerous
 acquisition targets within a highly fragmented market

 Reliance's
 access to capital supports the growth of the acquired companies

 Ownership
 and management remain engaged

 Focus
 on acquiring growing and profitable businesses, for below-market prices

 Ability
 to leverage cash flow of acquiree through low-cost debt financing and provide earnouts as part of consideration

 Economies
 of scale through first class technology infrastructure and national sales/marketing platform

 Few
 insurance agencies have the size and scale to compete at a national level

 Management
 expertise in acquisitions, operations, and financial management

 Digitizing
Bricks & Mortar Agencies

 Capitalizing on consumer shift to 'online'

 More and more customers search for insurance online, but consumers prefer the personal touch of an agent

 Proprietary backend processing technology to support Reliance's agency business

 Strategy to acquire traditional 'offline' home, auto and life agencies, and utilize technology to more cost effectively service the acquired policies

 By implementing artificial intelligence, robotic process automation (RPA) and automatic shopping for best rates at renewals, Reliance can:

 Dramatically reduce cost

 Allow agents to focus on selling new policies,

 Create a digitally empowered and scalable insurance agency model

 Ability to rapidly expand Reliance's agency network nationwide and drive margin expansion through the combination of digital backend and continued M&A of cash flow positive and accretive acquisitions

 Employees

 As
of December 31, 2023, we employed 67 employees across all Company subsidiaries.

 We
believe that a diverse workforce is important to our success. We will continue to focus on the hiring, retention, and advancement of underrepresented
populations, and to cultivate an inclusive and diverse corporate culture. In the future, we intend to continue to evaluate our use of
human capital measures or objectives in managing our business such as the factors we employ or seek to employ in the development, attraction
and retention of personnel and maintenance of diversity in our workforce.

 The
success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety
and wellness of our employees. We provide our employees and their families with access to a variety of innovative, flexible and convenient
health and wellness programs, including benefits that provide protection and security so they can have peace of mind concerning events
that may require time away from work or that impact their financial well-being; that support their physical and mental health by providing
tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors; and that offer
choice where possible so they can customize their benefits to meet their needs and the needs of their families.

 We
also provide robust compensation and benefits programs to help meet the needs of our employees. We believe that we maintain a satisfactory
working relationship with our employees and have not experienced any labor disputes.

 Competition

 The
insurance brokerage business is highly competitive, and numerous firms actively compete with us for customers and insurance markets.
Competition is largely based upon innovation, knowledge, terms and conditions of coverage, quality of service and price. We believe that
we're well positioned to be highly competitive and continuously gain market share. Additionally, our focus on InsurTech is a game-changer
in the industry and helps us stand-out vs. the competition.

 The
Merger and Acquisition of Insurance Agencies is a highly competitive industry, as well. Competition is due to many well-established companies
having extensive experience in identifying and effecting business combinations who possess great technical, human, and financial resources.
Several firms and banks with substantially greater resources and market presence compete with us. While we believe that there are numerous
potential target businesses that we could acquire, our ability to compete in acquiring certain sizable target businesses might be limited.

 Government
Regulation

 The
business practices and compensation arrangements of the insurance intermediary industry, including our practices and arrangements, are
regulated by various governmental authorities. Certain of our offices are parties to profit-sharing contingent commission agreements
with certain insurance companies, including agreements providing for potential payment of revenue-sharing commissions by insurance companies
based primarily on the overall profitability of the aggregate business written with those insurance companies and/or additional factors
such as retention ratios and the overall volume of business that an office or offices place with those insurance companies. The legislatures
of various states may adopt new laws addressing contingent commission arrangements, including laws prohibiting such arrangements, and
addressing disclosure of such arrangements to insureds.

 We
and our employees must be licensed to act as brokers, intermediaries, or third-party administrators by state regulatory authorities in
the locations in which we conduct business. Regulations and licensing laws vary by individual state and are often complex. The applicable
licensing laws and regulations in all states are subject to amendment or reinterpretation by regulatory authorities, and such authorities
are vested in most cases with relatively broad discretion as to the granting, revocation, suspension, and renewal of licenses. We believe
that we are in compliance with the applicable licensing laws and regulations of all states in which we currently operate. However, the
possibility still exists that we or our employees could be excluded or temporarily suspended from carrying on some or all of our activities
in, or could otherwise be subjected to penalties by, a particular jurisdiction.

 Nearly
all states have insurance laws requiring personal property and casualty insurers to file rating plans, policy or coverage forms, and
other information with the state's regulatory authority. In many cases, such rating plans, policy, or coverage forms, must be approved
prior to use and the regulator has the authority to disapprove a rate filing. While we are not an insurer, and thus not required to comply
with state laws and regulations regarding insurance rates, our commissions are derived from a percentage of the premium rates set by
insurers in conjunction with state law.

 Item
1a. RISK FACTORS

 The
following important factors, among others, could cause our actual operating results to differ materially from those indicated or suggested
by forward-looking statements made in this Annual Report on Form 10-K or presented elsewhere by management from time to time. Investors
should carefully consider the risks described below before making an investment decision. The risks described below are not the only
ones we face. Additional risks not presently known to us or that we currently believe are not material may also significantly impair
our business operations. Our business could be harmed by any of these risks. The trading price of our common stock could decline due
to any of these risks, and investors may lose all or part of their investment.

 Risks
Related to Our Business

 We
may experience significant fluctuations in our quarterly and annual results.

 Fluctuations
in our quarterly and annual financial results have resulted and will continue to result from numerous factors, including:

 The
 Company having a limited operating history

 The
 Company has limited resources and there is significant competition for business combination opportunities. Therefore, the Company
 may not be able to acquire other assets or businesses

 The
 Company may be unable to obtain additional financing, if required, to complete an acquisition, or to complement the operations and
 growth of existing and target business, which could compel the Company to restructure a potential business transaction or abandon
 a particular business combination

 We
 hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts that could
 be adversely affected if the financial institution holding such funds fail.

 Our
 inability to retain or hire qualified employees, as well as the loss of any of our executive officers, could negatively impact our
 ability to retain existing business and generate new business

 Our
 growth strategy depends, in part, on the acquisition of other insurance intermediaries, which may not be available on acceptable
 terms in the future or which, if consummated, may not be advantageous to us

 A
 cybersecurity attack, or any other interruption in information technology and/or data security and/or outsourcing relationships,
 could adversely affect our business, financial condition and reputation

 Rapid
 technological change may require additional resources and time to adequately respond to dynamics, which may adversely affect our
 business and operating results

 in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect
 our business and financial results

 Because
 our insurance business is highly concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois adverse economic
 conditions, natural disasters, or regulatory changes in these regions could adversely affect our financial condition

 If
 we fail to comply with the covenants contained in certain of our agreements, our liquidity, results of operations and financial condition
 may be adversely affected

 Certain
 of our agreements contain various covenants that limit the discretion of our management in operating our business and could prevent
 us from engaging in certain potentially beneficial activities

 There
 are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance
 with United States Generally Accepted Accounting Principles (U.S. GAAP). Any changes in estimates, judgments and assumptions could
 have a material adverse effect on our financial position and results of operations and therefore our business

 Improper
 disclosure of confidential information could negatively impact our business

 Our business could be adversely impacted by inflation.

 These
factors, some of which are not within our control, may cause the price of our common stock to fluctuate substantially. If our operating
results fail to meet or exceed the expectations of securities analysts or investors, our stock price could drop suddenly and significantly.
Due to the Company's limited operating history, we believe period to period comparisons of our financial results are not always
meaningful and should not be relied upon as an indication of future performance.

 The
Company has limited resources and there is significant competition for business combination opportunities. Therefore, the Company may
not be able to acquire other assets or businesses.

 The
Company expects to encounter intense competition from other entities having a business objective similar to ours, which are also competing
for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations
directly or through affiliates. Many of these competitors possess greater technical, human, financial and other resources. While the
Company believes that there are numerous potential target businesses that it could acquire, the Company's ability to compete in
acquiring certain sizable target businesses might be limited if the Company's limited financial resources are less than that of
its competitors. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

 The
Company may be unable to obtain additional financing, if required, to complete an acquisition, or to Company the operations and growth
of existing and target business, which could compel the Company to restructure a potential business transaction or abandon a particular
business combination.

 To
date, much of our capital for acquiring and operating insurance agencies comes from loans from unaffiliated lenders, from direct
market capital raises or funds provided by Reliance Global Holdings our affiliate. We may be required to seek additional financing. We cannot assure you that such financing would be available
on acceptable terms, if at all. If additional financing proves to be unavailable, we would be compelled to restructure or existing
business, or abandon a proposed acquisition or acquisitions. In addition, if we consummate additional acquisitions, we may require
additional financing to complement the operations or growth of that business. The failure to secure additional financing could have
a material adverse effect on the continued development or growth of our business.

 We
hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts that could
be adversely affected if the financial institution holding such funds fail.

 We
hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts at one financial
institution. The balance held in these accounts exceeds the Federal Deposit Insurance Corporation, or FDIC, standard deposit insurance
limit of $250,000. If the financial institution in which we hold such funds fails or is subject to significant adverse conditions in
the financial or credit markets, we could be subject to a risk of loss of all or a portion of such uninsured funds or be subject to a
delay in accessing all or a portion of such uninsured funds. Any such loss or lack of access to these funds could adversely impact our
short-term liquidity and ability to meet our operating expense obligations, including payroll obligations.

 For
example, on March 10, 2023, Silicon Valley Bank, or SVB, and Signature Bank, were closed by state regulators and the FDIC was appointed
receiver for each bank. The FDIC created successor bridge banks and all deposits of SVB and Signature Bank were transferred to the bridge
banks under a systemic risk exception approved by the United States Department of the Treasury, the Federal Reserve and the FDIC. If
the financial institution in which we hold funds for working capital and operating expenses were to fail, we cannot provide any assurances
that such governmental agencies would take action to protect our uninsured deposits or investments in a similar manner.

 Our
inability to retain or hire qualified employees, as well as the loss of any of our executive officers, could negatively impact our ability
to retain existing business and generate new business.

 Our
success depends on our ability to attract and retain skilled and experienced personnel. There is significant competition from within
the insurance industry and from businesses outside the industries for exceptional employees, especially in key positions. If we are not
able to successfully attract, retain and motivate our employees, our business, financial results and reputation could be materially and
adversely affected.

 Losing
employees who manage or support substantial customer relationships or possess substantial experience or expertise could adversely affect
our ability to secure and complete customer engagements, which would adversely affect our results of operations. Also, if any of our
key personnel were to join an existing competitor or form a competing company, some of our customers could choose to use the services
of that competitor instead of our services. While our key personnel are generally prohibited by contract from soliciting our employees
and customers for a two-year period following separation from employment with us, they are not prohibited from competing with us.

 In
addition, we could be adversely affected if we fail to adequately plan for the succession of our senior leaders and key executives. We
cannot guarantee that the services of these executives will continue to be available to us. The loss of our senior leaders or other key
personnel, or our inability to continue to identify, recruit and retain such personnel, or to do so at reasonable compensation levels,
could materially and adversely affect our business, results of operations, cash flows and financial condition.

 Our
growth strategy depends, in part, on the acquisition of other insurance intermediaries, which may not be available on acceptable terms
in the future or which, if consummated, may not be advantageous to us.

 Our
growth strategy partially includes the acquisition of other insurance intermediaries. Our ability to successfully identify suitable acquisition
candidates, complete acquisitions, integrate acquired businesses into our operations, and expand into new markets requires us to implement
and continuously improve our operations and our financial and management information systems. Integrated, acquired businesses may not
achieve levels of revenues or profitability comparable to our existing operations, or otherwise perform as expected. In addition, we
compete for acquisition and expansion opportunities with firms and banks that may have substantially greater resources than we do. Acquisitions
also involve a number of special risks, such as diversion of management's attention; difficulties in the integration of acquired
operations and retention of personnel; increase in expenses and working capital requirements, which could reduce our return on invested
capital; entry into unfamiliar markets or lines of business; unanticipated problems or legal liabilities; estimation of the acquisition
earn-out payables; and tax and accounting issues, some or all of which could have a material adverse effect on our results of operations,
financial condition and cash flows. Post-acquisition deterioration of operating performance could also result in lower or negative earnings
contribution and/or goodwill impairment charges.

 A
cybersecurity attack, or any other interruption in information technology and/or data security and/or outsourcing relationships, could
adversely affect our business, financial condition, and reputation.

 We
rely on information technology and third-party vendors to provide effective and efficient service to our customers, process claims, and
timely and accurately report information to carriers and which often involves secure processing of confidential sensitive, proprietary,
and other types of information. Cybersecurity breaches of any of the systems we rely on may result from circumvention of security systems,
denial-of-service attacks or other cyber-attacks, hacking, "phishing" attacks, computer viruses, ransomware, malware, employee
or insider error, malfeasance, social engineering, physical breaches, or other actions, any of which could expose us to data loss, monetary
and reputational damages and significant increases in compliance costs. An interruption of our access to, or an inability to access,
our information technology, telecommunications or other systems could significantly impair our ability to perform such functions on a
timely basis. If sustained or repeated, such a business interruption, system failure or service denial could result in a deterioration
of our ability to write and process new and renewal business, provide customer service, pay claims in a timely manner or perform other
necessary business functions. We have from time-to-time experienced cybersecurity breaches, such as computer viruses, unauthorized parties
gaining access to our information technology systems and similar incidents, which to date have not had a material impact on our business.

 Additionally,
we are an acquisitive organization and the process of integrating the information systems of the businesses we acquire is complex and
exposes us to additional risk as we might not adequately identify weaknesses in the targets' information systems, which could expose
us to unexpected liabilities or make our own systems more vulnerable to attack. In the future, any material breaches of cybersecurity,
or media reports of the same, even if untrue, could cause us to experience reputational harm, loss of clients and revenue, loss of proprietary
data, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard clients'
information or financial losses. Such losses may not be insured against or not fully covered through insurance we maintain.

 Rapid
technological change may require additional resources and time to adequately respond to dynamics, which may adversely affect our business
and operating results.

 Frequent
technological changes, new products and services and evolving industry standards are influencing the insurance businesses. The Internet,
for example, is increasingly used to securely transmit benefits, property and personal information, and related information to customers
and to facilitate business-to-business information exchange and transactions.

 We
are continuously taking steps to upgrade and expand our information systems capabilities. Maintaining, protecting, and enhancing these
capabilities to keep pace with evolving industry and regulatory standards, and changing customer preferences, requires an ongoing commitment
of significant resources. If the information we rely upon to run our businesses was found to be inaccurate or unreliable or if we fail
to effectively maintain our information systems and data integrity, we could experience operational disruptions, regulatory or other
legal problems, increases in operating expenses, loss of existing customers, difficulty in attracting new customers, or suffer other
adverse consequences.

in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect
our business and financial results.

 We
are subject to a variety of continuously evolving and developing laws and regulations globally regarding privacy, data protection, and
data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data.
Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently from country to country
and may create inconsistent or conflicting requirements. These laws apply to transfers of information among our affiliates, as well as
to transactions we enter into with third party vendors. These and similar initiatives around the world could increase the cost of developing,
implementing, or securing our servers and require us to allocate more resources to improved technologies, adding to our information technology
and compliance costs. In addition, enforcement actions and investigations by regulatory authorities related to data security incidents
and privacy violations continue to increase. The enactment of more restrictive laws, rules, regulations or future enforcement actions
or investigations could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory
penalties and significant legal liability.

 Because
our insurance business is highly concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois adverse economic conditions,
natural disasters, or regulatory changes in these regions could adversely affect our financial condition.

 A
significant portion of our insurance business is concentrated in Michigan, New York, Montana, New Jersey, Ohio, and Illinois. For
the years ended December 31, 2023, and 2022 we derived $13,731,826 and $11,761,882 respectively or 100% of our annual revenue,
respectively, from our operations located in these regions (FYE 2023 - Michigan – 55%, New York – 2%, Montana –
14% and Ohio – 16%, and Illinois – 13%. FYE 2022 - Michigan – 55%, New York – 2%, Montana – 16%, Ohio
– 18%, and Illinois – 9%.). The insurance business is primarily a state-regulated industry, and therefore, state
legislatures may enact laws that adversely affect the insurance industry. Because our business is concentrated in these four states,
we face greater exposure to unfavorable changes in regulatory conditions in those states than insurance intermediaries whose
operations are more diversified through a greater number of states. In addition, the occurrence of adverse economic conditions,
natural or other disasters, or other circumstances specific to or otherwise significantly impacting these states could adversely
affect our financial condition, results of operations and cash flows. We are susceptible to losses and interruptions caused by
hurricanes or other weather conditions, and other possible events such as terrorist acts and other natural or man-made disasters.
Our insurance coverage with respect to natural disasters is limited and is subject to deductibles and coverage limits. Such coverage
may not be adequate or may not continue to be available at commercially reasonable rates and terms.

 If
we fail to comply with the covenants contained in certain of our agreements, our liquidity, results of operations and financial condition
may be adversely affected.

 The
Oak Street credit agreements, in the aggregate principal amount of $12,417,737 and $13,468,394, as of December 31, 2023 and 2022,
that govern our debt contain various covenants and other limitations with which we must comply including a debt to EBITDA ratio
covenant and a covenant that at all times that the loans are outstanding: (i) Ezra Beyman, our chief executive officer, Debra
Beyman, Mr. Beyman's wife, or Yaakov Beyman, son of Mr. and Ms. Beyman, or someone else approved by Oak Street, as applicable,
will be the manager of the current subsidiaries of the Company, (ii) Mr. Ezra Beyman will be President and Chairperson of the Board
of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of the Company's equity and Ezra and
Debra will be the sole owners of Reliance Global Holdings as tenants in entirety. The credit agreements also contain provisions
which cause a "cross default" if we default our obligations under other material contracts to which we are parties. The
credit agreements contain customary and usual events of default, including, subject to certain specified cure periods and notice
requirements, the Company's or one of its subsidiaries' failure to comply with the covenants therein. Upon an event of
default, the lender has customary and usual remedies to cure these defaults including, but not limited to, the ability to accelerate
the indebtedness.

 The
credit agreements contain financial covenants including debt service coverage ratio and debt to EBIDTA (earnings before interest,
taxes, depreciation, and amortization) tests. As of December 31,
2023, the Company is in compliance with all financial covenants.

 Certain
of our agreements contain various covenants that limit the discretion of our management in operating our business and could prevent us
from engaging in certain potentially beneficial activities.

 The
restrictive covenants in our debt agreements may impact how we operate our business and prevent us from engaging in certain potentially
beneficial activities. Among other covenants, our debt agreements require us to maintain a minimum ratio of Consolidated
EBITDA, adjusted for certain transaction-related items ("Consolidated
EBITDA"), to consolidated interest expense and a maximum ratio of consolidated net indebtedness to Consolidated EBITDA. Our compliance
with these covenants could limit management's discretion in operating our business and could prevent us from engaging in certain
potentially beneficial activities.

 There
are inherent uncertainties involved in estimates, judgments and assumptions used in the preparation of financial statements in accordance
with U.S. GAAP. Any changes in estimates, judgments and assumptions could have a material adverse effect on our financial position and
results of operations and therefore our business.

 The
preparation of financial statements in accordance with U.S. GAAP involves making estimates, judgments and assumptions that affect reported
amounts of assets (including intangible assets), liabilities and related reserves, revenues, expenses, and income. Estimates, judgments
and assumptions are inherently subject to change in the future, and any such changes could result in corresponding changes to the values
of assets, liabilities, revenues, expenses and income, and could have a material adverse effect on our financial position, results of
operations and cash flows.

 Improper
disclosure of confidential information could negatively impact our business.

 We
are responsible for maintaining the security and privacy of our customers' confidential and proprietary information and the personal
data of their employees. We have put in place policies, procedures and technological safeguards designed to protect the security and
privacy of this information; however, we cannot guarantee that this information will not be improperly disclosed or accessed. Disclosure
of this information could harm our reputation and subject us to liability under our contracts and laws that protect personal data, resulting
in increased costs or loss of revenues.

 Our
business, results of operations, financial condition and liquidity may be materially adversely affected by certain actual and potential
claims, regulatory actions and proceedings.

 We
are subject to various actual and potential claims, regulatory actions and other proceedings including those relating to alleged errors
and omissions in connection with the placement or servicing of insurance and/or the provision of services in the ordinary course of business,
of which we cannot, and likely will not be able to, predict the outcome with certainty. Because we often assist customers with matters
involving substantial amounts of money, including the placement of insurance and the handling of related claims that customers may assert,
errors and omissions claims against us may arise alleging potential liability for all or part of the amounts in question. Also, the failure
of an insurer with whom we place business could result in errors and omissions claims against us by our customers, which could adversely
affect our results of operations and financial condition. Claimants may seek large damage awards, and these claims may involve potentially
significant legal costs, including punitive damages. Such claims, lawsuits and other proceedings could, for example, include claims for
damages based upon allegations that our employees or sub-agents failed to procure coverage, report claims on behalf of customers, provide
insurance companies with complete and accurate information relating to the risks being insured or appropriately apply funds that we hold
for our customers on a fiduciary basis. In addition, given the long-tail nature of professional liability claims, errors and omissions
matters can relate to matters dating back many years. Where appropriate, we have established provisions against these potential matters
that we believe to be adequate in the light of current information and legal advice, and we adjust such provisions from time to time
according to developments.

 While
most of the errors and omissions claims made against us (subject to our self-insured deductibles) have been covered by our professional
indemnity insurance, our business, results of operations, financial condition and liquidity may be adversely affected if, in the future,
our insurance coverage proves to be inadequate or unavailable, or if there is an increase in liabilities for which we self-insure. Our
ability to obtain professional indemnity insurance in the amounts and with the deductibles we desire in the future may be adversely impacted
by general developments in the market for such insurance or our own claims experience. In addition, regardless of monetary costs, these
matters could have a material adverse effect on our reputation and cause harm to our carrier, customer or employee relationships, or
divert personnel and management resources.

 Our
business could be adversely impacted by inflation.

 Increases
in inflation may have an adverse effect on our business. Current and future inflationary effects may be driven by, among other things,
supply chain disruptions and governmental stimulus or fiscal policies. Continuing increases in inflation could impact the overall demand
for our products, our costs for labor, material and services, and the margins we are able to realize on our products, all of which could
have an adverse impact on our business, financial position, results of operations and cash flows. Inflation may also result in higher
interest rates, which in turn would result in higher interest.

 Risks
Related to the Insurance Industry

 We
may experience increased competition from insurance companies, technology companies and the financial services industry, as well as the
shift away from traditional insurance markets.

 The
insurance intermediary business is highly competitive and we actively compete with numerous firms for customers, properties and insurance
companies, many of which have relationships with insurance companies, or have a significant presence in niche insurance markets that
may give them an advantage over us. Other competitive concerns may include the quality of our products and services, our pricing, and
the ability of some of our customers to self-insure and the entrance of technology companies into the insurance intermediary business.
Several insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to
agents and brokers. In addition, and to the extent that banks, securities firms, private equity companies, and insurance companies affiliate,
the financial services industry may experience further consolidation, and we therefore may experience increased competition from insurance
companies and the financial services industry, as a growing number of larger financial institutions increasingly, and aggressively, offer
a wider variety of financial services, including insurance intermediary services.

 Worsening
of Current U.S. economic conditions as a result of the COVID-19 pandemic and the Russian Federation Military Action may adversely affect
our business.

 Management
continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that
the virus could have a negative effect on the Company's financial position or results of its operations, the specific impact is
not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

 In
February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further,
the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements
and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as
of the date of these financial statements.

 If
economic conditions were to worsen, a number of negative effects on our business could result, including declines in values of insurable
exposure units, declines in insurance premium rates, the financial insolvency of insurance companies, the reduced ability of customers
to pay, declines in the stock of residential housing or declines in property values. Also, if general economic conditions are poor, some
of our customers may cease operations completely or be acquired by other companies, which could have an adverse effect on our results
of operations and financial condition. If these customers are affected by poor economic conditions, but yet remain in existence, they
may face liquidity problems or other financial difficulties that could result in delays or defaults in payments owed to us, which could
have a significant adverse impact on our consolidated financial condition and results of operations. Any of these effects could decrease
our net revenues and profitability.

 Our
business, and therefore our results of operations and financial condition, may be adversely affected by conditions that result in reduced
insurer capacity.

 Our
results of operations depend on the continued capacity of insurance carriers to underwrite risk and provide coverage, which depends in
turn on those insurance companies' ability to procure reinsurance. Capacity could also be reduced by insurance companies failing
or withdrawing from writing certain coverages that we offer to our customers. We have no control over these matters. To the extent that
reinsurance becomes less widely available or significantly more expensive, we may not be able to procure the amount or types of coverage
that our customers desire and the coverage we are able to procure for our customers may be more expensive or limited.

 Quarterly
and annual variations in our commissions that result from the timing of policy renewals and the net effect of new and lost business production
may have unexpected effects on our results of operations.

 Our
commission income (including profit-sharing contingent commissions and override commissions) can vary quarterly or annually due to the
timing of policy renewals and the net effect of new and lost business production. We do not control the factors that cause these variations.
Specifically, customers' demand for insurance products can influence the timing of renewals, new business, and lost business (which
includes policies that are not renewed), and cancellations. In addition, we rely on insurance companies for the payment of certain commissions.
Because these payments are processed internally by these insurance companies, we may not receive a payment that is otherwise expected
from a particular insurance company in a particular quarter or year until after the end of that period, which can adversely affect our
ability to forecast these revenues and therefore budget for significant future expenditures. Quarterly and annual fluctuations in revenues
based upon increases and decreases associated with the timing of new business, policy renewals and payments from insurance companies
may adversely affect our financial condition, results of operations and cash flows.

 Profit-sharing
contingent commissions are special revenue-sharing commissions paid by insurance companies based upon the profitability, volume and/or
growth of the business placed with such companies generally during the prior year. Override commissions are paid by insurance companies
based upon the volume of business that we place with them and are generally paid over the course of the year. Because profit-sharing
contingent commissions and override commissions affect our revenues, any decrease in their payment to us could adversely affect our results
of operations, profitability, and our financial condition.

 Our
business practices and compensation arrangements are subject to uncertainty due to potential changes in regulations.

 The
business practices and compensation arrangements of the insurance intermediary industry, including our practices and arrangements, are
subject to uncertainty due to investigations by various governmental authorities. Certain of our offices are parties to profit-sharing
contingent commission agreements with certain insurance companies, including agreements providing for potential payment of revenue-sharing
commissions by insurance companies based primarily on the overall profitability of the aggregate business written with those insurance
companies and/or additional factors such as retention ratios and the overall volume of business that an office or offices place with
those insurance companies. Additionally, to a lesser extent, some of our offices are parties to override commission agreements with certain
insurance companies, which provide for commission rates in excess of standard commission rates to be applied to specific lines of business,
such as group health business, and which are based primarily on the overall volume of business that such office or offices placed with
those insurance companies. The legislatures of various states may adopt new laws addressing contingent commission arrangements, including
laws prohibiting such arrangements, and addressing disclosure of such arrangements to insureds. Various state departments of insurance
may also adopt new regulations addressing these matters which could adversely affect our results of operations.

 Risk
of lack of knowledge in distant geographic markets

 Although
the Company intends to focus its investments in locations with which we are generally familiar, the Company runs a risk of experiencing
underwriting challenges or issues associated with a lack of familiarity in some markets. Each market has nuances and idiosyncrasies that
affect values, marketability, desirability, and demand for individual assets that may not be easily understood from afar. While we believe
we can effectively mitigate these risks in a myriad of ways, there is no guarantee that investments in any geographic market will perform
as expected.

 Potential
liability or other expenditures associated with potential environmental contamination may be costly.

 Various
federal, state, and local laws subject multifamily residential community owners or operators to liability for management, and the costs
of removal or remediation, of certain potentially hazardous materials that may be present in the land or buildings of a multifamily residential
community. Potentially hazardous materials may include polychlorinated biphenyls, petroleum-based fuels, lead-based paint or asbestos,
among other materials. Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible
for, the presence of such materials. The presence of, or the failure to manage or remediate properly, these materials may adversely affect
occupancy at such apartment communities as well as the ability to sell or finance such apartment communities. In addition, governmental
agencies may bring claims for costs associated with investigation and remediation actions, damages to natural resources and for potential
fines or penalties in connection with such damage or with respect to the improper management of hazardous materials. Moreover, private
plaintiffs may potentially make claims for investigation and remediation costs they incur or personal injury, disease, disability or
other infirmities related to the alleged presence of hazardous materials at a multifamily residential community. In addition to potential
environmental liabilities or costs associated with our current multifamily residential communities, we may also be responsible for such
liabilities or costs associated with communities we acquire or manage in the future, or multifamily residential communities we no longer
own or operate.

 We
compete in a highly regulated industry, which may result in increased expenses or restrictions on our operations.

 We
conduct business in several states of the United States of America and are subject to comprehensive regulation and supervision by government
agencies in each of those states. The primary purpose of such regulation and supervision is to provide safeguards for policyholders rather
than to protect the interests of our shareholders, and it is difficult to anticipate how changes in such regulation would be implemented
and enforced. As a result, such regulation and supervision could reduce our profitability or growth by increasing compliance costs, technology
compliance, restricting the products or services we may sell, the markets we may enter, the methods by which we may sell our products
and services, or the prices we may charge for our services and the form of compensation we may accept from our customers, carriers and
third parties.

 The
laws of the various state jurisdictions establish supervisory agencies with broad administrative powers with respect to, among other
things, licensing of entities to transact business, licensing of agents, admittance of assets, regulating premium rates, approving policy
forms, regulating unfair trade and claims practices, determining technology and data protection requirements, establishing reserve requirements
and solvency standards, requiring participation in guarantee funds and shared market mechanisms, and restricting payment of dividends.
Also, in response to perceived excessive cost or inadequacy of available insurance, states have from time to time created state insurance
funds and assigned risk pools, which compete directly, on a subsidized basis, with private insurance providers. We act as agents and
brokers for such state insurance funds and assigned risk pools in Michigan as well as certain other states. These state funds and pools
could choose to reduce the sales or brokerage commissions we receive. Any such reductions, in a state in which we have substantial operations
could affect the profitability of our operations in such state or cause us to change our marketing focus.

 Further,
state insurance regulators and the National Association of Insurance Commissioners continually re-examine existing laws and regulations,
and such re-examination may result in the enactment of insurance-related laws and regulations, or the issuance of interpretations thereof,
that adversely affect our business. Certain federal financial services modernization legislation could lead to additional federal regulation
of the insurance industry in the coming years, which could result in increased expenses or restrictions on our operations.

 Other
legislative developments that could adversely affect us include: changes in our business compensation model as a result of regulatory
developments (for example, the Affordable Care Act); and federal and state governments establishing programs to provide health insurance
or, in certain cases, property insurance in catastrophe-prone areas or other alternative market types of coverage, that compete with,
or completely replace, insurance products offered by insurance carriers. Also, as climate change issues become more prevalent, the U.S.
and foreign governments are beginning to respond to these issues. This increasing governmental focus on climate change may result in
new environmental regulations that may negatively affect us and our customers. This could cause us to incur additional direct costs in
complying with any new environmental regulations, as well as increased indirect costs resulting from our customers incurring additional
compliance costs that get passed on to us. These costs may adversely impact our results of operations and financial condition.

 Although
we believe that we are in compliance in all material respects with applicable local, state, and federal laws, rules and regulations,
there can be no assurance that more restrictive laws, rules, regulations or interpretations thereof, will not be adopted in the future
that could make compliance more difficult or expensive.

 Risks
Related to Investing in our Securities

 We
may experience volatility in our stock price that could affect your investment.

 The
market price of our common stock may be subject to significant fluctuations in response to various factors, including: quarterly
fluctuations in our operating results; changes in securities analysts' estimates of our future earnings; changes in securities
analysts' predictions regarding the short-term and long-term future of our industry; changes to the tax code; and our loss of
significant customers or significant business developments relating to us or our competitors. Our common stock's market price
also may be affected by our inability to meet stock analysts' earnings and other expectations. Any failure to meet such
expectations, even if minor, could cause the market price of our common stock to decline. In addition, stock markets have generally
experienced a high level of price and volume volatility, and the market prices of equity securities of many listed companies have
experienced wide price fluctuations not necessarily related to the operating performance of such companies. These broad market
fluctuations may adversely affect our common stock's market price. In the past, securities class action lawsuits frequently
have been instituted against companies following periods of volatility in the market price of such companies' securities. If
any such litigation is initiated against us, it could result in substantial costs and a diversion of management's attention
and resources, which could have a material adverse effect on our business, results of operations, financial condition, and cash
flows.

 Our
failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our common stock.

 Our
shares of common stock are currently listed on Nasdaq. If we fail to satisfy the continued listing requirements of The Nasdaq Capital
Market, such as the corporate governance requirements, minimum bid price requirement or the minimum stockholders' equity requirement,
Nasdaq may take steps to delist our common stock. Any delisting would likely have a negative effect on the price of our common stock
and would impair stockholders' ability to sell or purchase their common stock when they wish to do so.

 As
previously disclosed in the Current Report on Form 8-K filed on January 16, 2024 by the Company on January 12, 2024, the Company received
written notice from Nasdaq's Listing Qualifications Department notifying the Company that for the preceding 30 consecutive business
days (November 29, 2023 to January 11, 2024), the Company's common stock did not maintain a minimum closing bid price of $1.00
per share as required by Nasdaq Listing Rule 5550(a)(2). The notice has no immediate effect on the listing or trading of the Company's
common stock and the common stock continued to trade on Nasdaq under the symbol "RELI." In accordance with Nasdaq Listing
Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until July 10, 2024, to regain compliance with Nasdaq
Listing Rule 5550(a)(2).

 Any
perception that we may not comply with Nasdaq continued listing requirements or a delisting of our common stock by Nasdaq could adversely
affect our ability to attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at
which such shares trade and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders.
In addition, delisting of our common stock from Nasdaq could deter broker-dealers from making a market in or otherwise seeking or generating
interest in our common stock, and might deter certain institutions and persons from investing in our common stock.

 The
Company's CEO has a significant common stock equity interest.

 As
of April 4, 2024, our CEO, Ezra Beyman, is the beneficial owner of approximately 8% of the common stock, consisting of 381,020
common shares. As of December 31, 2023, the are no outstanding loan balances due to affiliated entities to our CEO, Reliance
Global Holdings LLC and YES Americana Group, LLC.

 Under
our credit agreements with Oak Street, the Company has agreed that at all times that the loans are outstanding: (i) Ezra Beyman, our
chief executive officer, Debra Beyman, Mr. Beyman's wife, or Yaakov Beyman, son of Mr. and Ms. Beyman, or someone else
approved by Oak Street, as applicable, will be the manager of the current subsidiaries of the Company, (ii) Mr. Ezra Beyman will be
President and Chairperson of the Board of the Company, and (iii) Reliance Global Holdings will continue to remain a shareholder of
the Company's equity and Ezra and Debra will be the sole owners of Reliance Global Holdings as tenants in entirety. The loans
by Oak Street immediately mature and become due and payable if the Company fails to comply with these provisions, subject to certain
notice and/or cure periods.

 Broad
discretion of management

 Any
person who invests in the Company's common stock will do so without an opportunity to evaluate the specific merits or risks of
any prospective acquisition. As a result, investors will be entirely dependent on the broad discretion and judgment of management in
connection with the selection of acquisitions. There can be no assurance that determinations made by the Company's management will
permit us to achieve the Company's business objectives.

 Future
sales or other dilution of our equity could adversely affect the market price of our common stock.

 We
grow our business organically as well as through acquisitions. One method of acquiring companies or otherwise Companying our corporate
activities is through the issuance of additional equity securities. The issuance of any additional shares of common or of preferred stock
or convertible securities could be substantially dilutive to holders of our common stock. Moreover, to the extent that we issue restricted
stock units, performance stock units, options or warrants to purchase shares of our common stock in the future and those options or warrants
are exercised or as the restricted stock units or performance stock units vest, our stockholders may experience further dilution. Holders
of our common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any
class or series and, therefore, such sales or offerings could result in increased dilution to our stockholders. The market price of our
common stock could decline as a result of sales of shares of our common stock or the perception that such sales could occur.

 The
price of our common stock may fluctuate significantly, and this may make it difficult to resell shares of common stock at attractive
prices.

 The
trading price of our common stock may fluctuate widely as a result of a number of factors, including the risk factors described above
many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes
that affect the market prices of the shares of many companies. These broad market fluctuations have adversely affected and may continue
to adversely affect the market price of our common stock. Among the factors that could affect our stock price are:

 General
 economic and political conditions such as recessions, economic downturns and acts of war or terrorism;

 Quarterly
 variations in our operating results;

 Seasonality
 of our business cycle;

 in the market's expectations about our operating results;

 Our
 operating results failing to meet the expectation of securities analysts or investors in a particular period;

 in financial estimates and recommendations by securities analysts concerning us or the insurance brokerage or financial services
 industries in general;

 Operating
 and stock price performance of other companies that investors deem comparable to us;

 News
 reports relating to trends in our markets, including any expectations regarding an upcoming "hard" or "soft"
 market;

 Cyberattacks
 and other cybersecurity incidents;

 in laws and regulations affecting our business;

 Material
 announcements by us or our competitors;

 The
 impact or perceived impact of developments relating to our investments, including the possible perception by securities analysts
 or investors that such investments divert management attention from our core operations;

 Market
 volatility;

 A
 negative market reaction to announced acquisitions;

 Competitive
 pressures in each of our divisions;

 General
 conditions in the insurance brokerage and insurance industries;

 Legal
 proceedings or regulatory investigations;

 Sales
 of substantial amounts of common shares by our directors, executive officers or significant stockholders or the perception that such
 sales could occur.

 Stockholder
class action lawsuits may be instituted against us following a period of volatility in our stock price. Any such litigation could result
in substantial cost and a diversion of management's attention and resources.

 Possible
issuance of additional securities.

 Our
Articles of Incorporation authorize the issuance of 2,000,000,000 shares of common stock, par value $0.086 per share. As of December 31,
2023 we had 4,761,974 shares issued and outstanding. We may be expected to issue additional shares in connection with our pursuit of new business
opportunities and new business operations. To the extent that additional shares of common stock are issued, our shareholders would experience
dilution of their respective ownership interests. If we issue shares of common stock in connection with our intent to pursue new business
opportunities, a change in control of the Company may be expected to occur. The issuance of additional shares of common stock may adversely
affect the market price of our common stock, in the event that an active trading market commences.

 We
could be negatively impacted by cybersecurity attacks.

 We
may use a variety of information technology systems in the ordinary course of business, which are potentially vulnerable to unauthorized
access, computer viruses and cyberattacks, including cyberattacks to our information technology infrastructure and attempts by others
to gain access to our propriety or sensitive information, and ranging from individual attempts to advanced persistent threats. The risk
of such a security breach or disruption has generally increased as the number, intensity and sophistication of attempted attacks and
intrusions from around the world have increased and will likely continue to increase in the future. The procedures and controls we use
to monitor these threats and mitigate our exposure may not be sufficient to prevent cyber security incidents. The results of these incidents
could include disrupted operations, misstated or unreliable financial data, theft of trade secrets or other intellectual property, liability
for disclosure of confidential customer, supplier or employee information, increased costs arising from the implementation of additional
security protective measures, regulatory enforcement litigation and reputational damage, which could materially adversely affect our
financial condition, business and results of operations. These risks require continuous and likely increasing attention and other resources
from us to, among other actions, identify and quantify these risks, upgrade and expand our technologies, systems and processes to adequately
address them and provide periodic training for employees to assist them in detecting phishing, malware and other schemes. Such attention
diverts time and other resources from other activities and there is no assurance that our efforts will be effective. Additionally, the
cost of maintaining and improving such systems and processes, procedures and internal controls may increase from its current level. Potential
sources for disruption, damage or failure of our information technology systems include, without limitation, computer viruses, security
breaches, human error, cyberattacks, natural disasters and defects in design. Additionally, we rely on third party service providers
for certain aspects of our business. We can provide no assurance that the networks and systems that our third party vendors have established
or use will be effective. Even if we are not targeted directly, cyberattacks on the U.S. and foreign governments, financial markets,
financial institutions, or other businesses, including vendors, software creators, cybersecurity service providers, and other third parties
with whom we do business, may occur, and such events could disrupt our normal business operations and networks in the future.

 We
are subject to a variety of federal, state, and international laws and other obligations regarding data protection.

 We
are subject to a variety of federal, state, and international laws and other obligations regarding data protection. Several jurisdictions
have passed laws in this area, and other jurisdictions are considering imposing additional restrictions. These laws continue to develop
and may be inconsistent from jurisdiction to jurisdiction. Complying with emerging and changing domestic and international requirements
may cause us or our businesses to incur substantial costs or require us or one of our businesses to change its business practices. Any
failure by us to comply with our own privacy policy, applicable association rules, or with other federal, state or international privacy-related
or data protection laws and regulations could result in proceedings against us by governmental entities or others.

 Dividends
unlikely.

 The
Company does not expect to pay dividends for the foreseeable future. The payment of dividends will be contingent upon the Company's
future revenues and earnings, if any, capital requirements and overall financial conditions. The payment of any future dividends will
be within the discretion of the Company's board of directors as then constituted. It is the Company's expectation that future
management following a business combination will determine to retain any earnings for use in its business operations and accordingly,
the Company does not anticipate declaring any dividends in the foreseeable future.

 Speculative
Nature of Warrants.

 Warrants
offered in our various equity offerings do not confer any rights of common stock ownership on their holders, such as voting rights, and
could limit the rights to receive dividends, they rather merely represent the right to acquire shares of our common stock at a fixed
price for a limited period of time. Moreover, following these offerings, the market value of the warrants is uncertain and there can
be no assurance that the market value of the warrants will equal or exceed their public offering price. There can be no assurance that
the market price of the common stock will ever equal or exceed the exercise price of the warrants, and consequently, whether it will
ever be profitable for holders of the warrants to exercise the warrants.

 State
blue sky registration; potential limitations on resale of the Company's common stock

 The
holders of the Company's shares of common stock registered under the Securities Exchange Act of 1934, as amended (the "Securities
Act") and those persons who desire to purchase them in any trading market that may develop in the future, should be aware that
there may be state blue-sky law restrictions upon the ability of investors to resell the Company's securities. Accordingly, investors
should consider the secondary market for the Company's securities to be a limited one.

in tax laws could materially affect our financial condition, results of operations and cash flows.

 The
tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant
change. For example, the Inflation Reduction Act (the "IRA") was signed into law on August 16, 2022 and was effective beginning
in fiscal 2023. The IRA imposes a 15% minimum tax for large corporations on global adjusted financial statement income for tax years
beginning after December 31, 2022, and a 1% excise tax on certain share repurchases occurring after December 31, 2022. We do not currently
expect that the IRA will have a material impact on our income tax liability, but will continue to monitor this change in future periods.
We are unable to predict what changes to the tax laws of the U.S. and other jurisdictions may be proposed or enacted in the future or
what effect such changes would have on our business. Any significant increase in our future effective tax rate could have a material
adverse impact on our business, financial condition, results of operations, or cash flows.

 Expectations
of our company relating to environmental, social and governance factors may impose additional costs and expose us to new risks.

 There
is an increasing focus from certain investors, customers and other key stakeholders concerning corporate responsibility, specifically
related to environmental, social and governance ("ESG") factors. We expect that an increased focus on ESG considerations
will affect some aspects of our operations, particularly as we expand into new geographic markets. There are a number of constituencies
that are involved in a range of ESG issues, including investors, special interest groups, public and consumer interest groups and third-party
service providers. As a result, there is an increased emphasis on corporate responsibility ratings and several third parties provide
reports on companies to measure and assess corporate responsibility performance. In addition, the ESG factors by which companies'
corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake
costly initiatives to satisfy such new criteria. Alternatively, if we are unable to satisfy such new criteria, investors may conclude
that our policies with respect to corporate responsibility are inadequate. We risk damage to our brand and reputation if our corporate
responsibility procedures or standards do not meet the standards set by various constituencies. In the future, we may be required to
make substantial investments in matters related to ESG which could require significant investment and impact our results of operations.
Any failure in our decision-making or related investments in this regard could affect consumer perceptions as to our brand. Furthermore,
if our competitors' corporate responsibility performance is perceived to be greater than ours, potential or current investors may
elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding ESG
matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope
of such initiatives or goals. If we fail to satisfy the expectations of investors and other key stakeholders or our initiatives are not
executed as planned, our reputation and financial results could be materially and adversely affected.

 Item
1B. Unresolved Staff Comments

 Not

 Item
1C. Cybersecurity

 Cybersecurity
Risk Management and Strategy

 The
cybersecurity risk management program, processes, and strategy described in this section are limited to the personal and business information
belonging to or maintained by the Company (collectively, "Confidential Information"), our own third-party critical systems
and services supporting or used by the Company (collectively, "Critical Systems"), and service providers.

 We
will consider developing and implementing a cybersecurity risk management program intended to protect the confidentiality, integrity, and
availability of our Confidential Information and Critical Systems. Our cybersecurity risk management program will be integrated
into our overall enterprise risk management program and includes a cybersecurity incident response plan.

 Our
contemplated cybersecurity risk management program shall include:

 risk
 assessments designed to help identify material cybersecurity risks to our Confidential Information, Critical Systems and the broader
 enterprise IT environment;

 a
 security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and
 (3) our response to cybersecurity incidents;

 cybersecurity
 awareness and spear-phishing resistance training of our employees, and senior management;

 a
 cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

 a
 vendor management policy for service providers.

 We
have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially
affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial
condition. We face risks from cybersecurity threats that, if realized, could have a material adverse effect on us including an
adverse effect on our business, financial condition and results of operations.

 Cybersecurity
Governance

 Our
executive management team, along with our managed information technology service provider, is responsible for assessing and managing
risks from cybersecurity threats to the Company, including our Confidential Information and Critical Systems. The team has primary responsibility
for our overall cybersecurity risk management program. Our management team works closely with our information technology service provider.

 Our
management team may meet with our information technology service provider periodically to discuss then-current cybersecurity
issues, which may include efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various
means, including threat intelligence and other information obtained from governmental, public or private sources, and external
service providers engaged by us; and alerts and reports produced by security tools deployed in the information technology
environment including a spear-phishing report.

 Our
Board considers cybersecurity risk as part of its risk oversight function and oversight of cybersecurity and other information technology
risks.

 Our
Board oversees management's implementation of our cybersecurity risk management program. Our executive management team is responsible
for updating the Board, as necessary, regarding significant cybersecurity incidents.

 Our
Board shall also receive period reports from management (as deemed applicable) on our cybersecurity risks and cybersecurity risk
management program.

 Item
2. Properties

 Below
is a schedule of the properties we currently occupy:

 Entity Name

 Location

 Own/Lease

 Description

 Approx. Sq. Footage

 Lease Term

 Monthly
 Rent in USD

 Employee Benefits Solutions

 Cadillac, Michigan

 Lease

 3,024

 10/2019– 9/2024

 $
 2,600

 Southwestern Montana Insurance Center

 Belgrade, Montana

 Lease

 6,000

 4/2019– 3/2024

 $
 7,000

 Southwestern Montana Insurance Center

 Belgrade, Montana

 Lease

 6,000

 4/2024– 3/2028

 $
 7,500

 Fortman Insurance Center

 Bluffton, Ohio

 Lease

 9/2020 – 8/2024

 $

 Fortman Insurance Center

 Ottawa, Ohio

 Lease

 2,386

 5/2019– 4/2024

 $
 2,400

 Altruis Benefits Consultants

 Bingham Farms, MI

 Lease

 1,767

 6/2021– 5/2024

 $
 4,997

 Reliance Global Group, Inc.

 Lakewood, NJ

 Lease

 4,436

 6/2021 – 3/2029

 $
 8,737

 Reliance Global Group, Inc.

 Suffern, NY

 Lease

 9/2022 – 8/2024

 $
 2,000

 Reli Exchange

 Schaumburg, IL

 Lease

 4/2022 – 05/2025

 $
 3,589

 Item
3. Legal Proceedings

 From
time to time, we are subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of
business. While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these
matters will have a material adverse effect on our business, financial position, results of operations, or cash flows. Litigation relating
to the insurance brokerage industry is not uncommon. As such the Company, from time to time have been, subject to such litigation. No
assurances can be given with respect to the extent or outcome of any such litigation in the future.

 Item
4. Mine Safety Disclosures

 Not

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Holders
of Record

 As
of December 31, 2023, there were approximately 522 holders of record of our ordinary shares, although there is a much larger number of
beneficial owners.

 Dividends

 The
Company has never paid any cash dividends and does not expect to pay dividends for the foreseeable future. We anticipate that we will
retain funds and future earnings to support operations and to finance the growth and development of our business. The payment of dividends
will be contingent upon the Company's future revenues and earnings, if any, capital requirements, overall financial condition,
and other factors that our board of directors deems relevant. The payment of any future dividends will be within the discretion of the
Company's board of directors as then constituted. It is the Company's expectation that future management following a business
combination will determine to retain any earnings for use in its business operations and accordingly, the Company does not anticipate
declaring any dividends in the foreseeable future.

 Issuer
Purchases of Equity Securities

 There
have been no equity securities repurchased by the Company for the years ending December 31, 2023 and 2022.

 Market
Information

 Our
common stock is listed on the NASDAQ Capital Market under the symbol "RELI", and our warrants to purchase common stock are
listed on the NASDAQ Capital Market under the symbol "RELIW."

 On April 03, 2024, the closing price per share of our common stock was $0.37 as reported on the NASDAQ.

Authorized for Issuance under Equity Compensation Plans

 2019
Equity Incentive Plans

 On
January 29, 2019, our board of directors and stockholders adopted the 2019 Equity Incentive Plan, pursuant to which 46,667 shares of
our common stock are reserved for issuance as awards to employees, directors, consultants, advisors, and other service providers. The
following table gives information about the Company's common stock that may be issued upon the exercise of options granted to employees,
directors and consultants under its 2019 Equity Incentive Plans as of December 31, 2023 which had outstanding grants and remaining unissued
shares, taking into account issuance of restricted stock to officers and directors, as follows:

 Equity
Compensation Plan Information

 Plan
 category

 Number
 of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average
 exercise price of outstanding options, warrants and rights

 Number
 of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 (a)

 (b)

 (c)

 Equity
 compensation plans approved by security holders

 $

 -

 Equity
 compensation plans not approved by security holders

 -

 -

 -

 Total

 $

 -

 2023
Equity Incentive Plans

 On
August 10, 2023, the Company adopted the Reliance Global Group, Inc. 2023 Equity Incentive Plan (the "2023 Plan", and together with
the 2019 Plan, the "Plans"). The purpose of the 2023 Plan is to provide a means through which the Company and its subsidiaries
may attract and retain key personnel, and to provide a means whereby directors, officer, employees, consultants, and advisors of the
Company and its subsidiaries can acquire and maintain an equity interest in the Company, or be paid incentive compensation, thereby strengthening
their commitment to the welfare of the Company and its subsidiaries and aligning their interests with those of the Company's stockholders.
There were no options issued under the 2023 Equity Incentive Plan.

 Recent
Sales of Unregistered Securities

 Date of
 Transaction

 Transaction type
 (e.g. new issuance,
 cancellation,
 shares returned to
 treasury) and all
 under Section
 4(a)(2) of the
 Securities Act of
 1933

 Number of
 Issued (or
 cancelled) (1)

 Class of Securities

 Value of Securities issued ($/per share) at Issuance

 Were the Securities issued at a discount to market price at the time of issuance? (Yes/No)

 Individual/
 Entity Securities
 were issued to
 (entities must have
 individual
 with voting /
 investment
 control
 disclosed).

 Reason for
 issuance (e.g. for
 cash or debt
 conversion) OR
 Nature of
 Provided
 (if
 applicable)

 Restricted or
 Unrestricted
 as of this
 filing?

 Exemption or Registration Type?

 01/05/2023

 New

 92,771
 (1)

 7.50

 Yes

 Altruis Benefits Consulting, Inc.

 1/17/2023

 New

 16,587
 (1)

 8.85

 Yes

 Joshua Paul Kushnereit

 2/13/2023

 New

 66,743
 (1)

 9.664

 No

 YES Americana Group, LLC

 Conversion

 3(a)(9)

 3/16/2023

 New

 155,038

 3.55

 No

 Armistice Capital Master Fund, Ltd.

 Cash

 3/16/2023

 New

 897,594

 Prefunded (Series E) Warrants exercisable @ $0.001 per share

 3.549

 No

 Armistice Capital Master Fund, Ltd.

 Cash

 3/16/2023

 New

 2,105,264

 Common (Series F) Warrants exercisable @ $3.55 per share

 0.125

 No

 Armistice Capital Master Fund, Ltd.

 Cash

 4/03/2023

 New

 65,000

 2.63

 No

 New To The Street

 5/18/2023

 New

 176,130

 4.07

 No

 Jonathan Fortman

 5/18/2023

 New

 176,130

 4.07

 No

 Zachary Fortman

 6/06/2023

 New

 29,974

 4.41

 No

 Maxim Partners LLC

 06/20/2023

 New

 4.50

 No

 Chad Champion

 06/20/2023

 New

 13,187

 4.50

 No

 Sandstone Group Corp.

 06/20/2023

 New

 3,956

 4.50

 No

 Newbridge Securities Corporation

 7/7/2023

 New

 2.50

 Yes

 Bitbean LLC

 7/14/2023

 New

 73,264

 2.50

 Yes

 Hudson Bay Master Fund Ltd.

 Exercise of Series B warrants

 3(a)(9)

 10/11/2023

 New

 174,610

 2.42

 No

 Julie A. Blockey

 Acquisition Earn-Out payment

 12/06/2023

 New

 65,000

 1.64

 No

 New to the Street Group, LLC

 12/08/2023

 New

 82,645

 1.21

 No

 Outside the Box Capital Inc.

 12/12/2023

 New

 4,210,528

 Series G Warrants

 See footnote (2)

 No

 Armistice Capital Master Fund, Ltd.

 Inducement to exercise Series F Warrants

 12/15/2023

 New

 300,000

 See footnote (3)

 See footnote (3)

 Hudson Bay Master Fund Ltd.

 Inducement to exchange Series B Warrants

 3(a)(9)

 (1)

 Gives effect to a 1:15
 reverse stock split effective as of February 23, 2023.

 (2)

 Reflects issuance of Series G Warrants pursuant to Series F Inducement
Agreement dated December 12, 2023 exercisable at an exercise price of $0.6562 per share.

 (3)

 Reflects issuance of Common Stock in exchange for 300,000 Series B Warrants
pursuant to Exchange Offer of Warrants to Purchase Common Stock and Amendment dated December 12, 2023.

 Use
of Proceeds from Registered Securities

 Not
applicable

 Issuer
Purchases of Equity Securities

 Not

 Item
6. Selected Financial Data

 RESERVED

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Overview

Global Group, Inc. (formerly known as Ethos Media Network, Inc.) was incorporated in Florida on August 2, 2013. In September 2018, Reliance
Global Holdings, LLC, a related party, purchased a controlling interest in the Company. Ethos Media Network, Inc. was renamed Reliance
Global Group, Inc. on October 18, 2018.

 We
operate as a diversified company engaging in business in the insurance market, as well as other related sectors. Our focus is to grow
the Company by pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies. We are led and advised by a management
team that offers over 100 years of combined business expertise in real estate, insurance, and the financial service industry.

 In
the insurance sector, our management has extensive experience acquiring and managing insurance portfolios in several states, as well
as developing specialized programs targeting niche markets. Our primary strategy is to identify specific risk to reward arbitrage opportunities
and develop these on a national platform, thereby increasing revenues and returns, and then identify and acquire undervalued wholesale
and retail insurance agencies with operations in growing or underserved segments, expand and optimize their operations, and achieve asset
value appreciation while generating interim cash flows.

 As
part of our growth and acquisition strategy, we continue to survey the current insurance market for value-add acquisition opportunities.
As of December 31, 2023, we have acquired ten insurance agencies, including both affiliated and unaffiliated companies and long term,
we seek to conduct all transactions and acquisitions through our direct operations.

 Over
the next 12 months, we plan to focus on the expansion and growth of our business through continued asset acquisitions in insurance markets
and organic growth of our current insurance operations through geographic expansion and market share growth.

 Further,
we launched our 5MinuteInsure.com ("5MI") Insurtech platform during 2021 which expanded our national footprint. 5MI is a
high-tech proprietary tool developed by us as a business to consumer portal which enables consumers to instantly compare quotes from
multiple carriers and purchase their car and home insurance in a time efficient and effective manner. 5MI taps into the growing number
of online shoppers and utilizes advanced artificial intelligence and data mining techniques, to provide competitive insurance quotes
in around 5 minutes with minimal data input needed from the consumer. The platform launched during the summer of 2021 and currently operates
in 46 states offering coverage with more than 30 highly rated insurance carriers.

 With
the acquisition of Barra, we launched RELI Exchange, our business-to-business (B2B) InsurTech platform and agency partner network that
builds on the artificial intelligence and data mining backbone of 5MinuteInsure.com. Through RELI Exchange we on-board agency partners
and provide them an InsurTech platform white labeled, designed and branded specifically for their business. This combines the best of
digital and human capabilities by providing our agency partners and their customers quotes from multiple carriers within minutes. Since
its inception, RELI Exchange, has increased its agent roster by close to 130%.

 Business
Operations

 We've adopted a 'One-Firm' strategy, whereby the Reliance owned and
operated agencies come together to operate as one cohesive unit which allows for efficient and effective cross-selling, cross-collaboration,
and the effective deployment of the Company's human capital. This strategy also aims to enhance the Company's overall market
presence across the U.S., with all business lines operating under the RELI Exchange brand. It's expected to benefit agents and clients by improving relationships with carriers, leading to better commission and
bonus contracts due to higher business volumes. The approach also strengthens the capability of RELI Exchange agency partners in securing
diverse insurance policies and fosters increased cross-selling opportunities. This unified strategy positions the company for rapid scaling
and integration of accretive acquisitions, expanding its industry reach.

 Business
Trends and Uncertainties

 The
insurance intermediary business is highly competitive, and we actively compete with numerous firms for customers, properties and insurance
companies, many of which have relationships with insurance companies, or have a significant presence in niche insurance markets that
may give them an advantage over us. Other competitive concerns may include the quality of our products and services, our pricing and
the ability of some of our customers to self-insure and the entrance of technology companies into the insurance intermediary business.
A number of insurance companies are engaged in the direct sale of insurance, primarily to individuals, and do not pay commissions to
agents and brokers.

 Financial
Instruments

 The
Company's financial instruments as of December 31, 2023, consist of derivative warrants. These are accounted at fair value as of
inception/issuance date, and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating,
(non-cash) gain or loss.

Operations

 Our
insurance operations focus on the acquisition and management of insurance agencies throughout the U.S. Our primary focus is to pinpoint
undervalued wholesale and retail insurance agencies with operations in growing or underserved segments (including healthcare and Medicare,
as well as personal and commercial insurance lines). We then focus on expanding their operations on a national platform and improving
operational efficiencies in order to achieve asset value appreciation while generating interim cash flows. In the insurance sector, our
management team has over 100 years of experiences acquiring and managing insurance portfolios in several states, as well as developing
specialized programs targeting niche markets. We plan to accomplish these objectives by acquiring wholesale and retail insurance agencies
it deems to represent a good buying opportunity (as opposed to insurance carriers) as insurance agencies bear no insurance risk. Once
acquired, we plan to develop them on a national platform to increase revenues and profits through a synergetic structure. The Company
is initially focused on segments that are underserved or growing, including healthcare and Medicare, as well as personal and commercial
insurance lines.

 Revenues

 The Company's revenue is primarily comprised of commission paid by health insurance carriers related to insurance
plans that have been purchased by a member who used the Company's service. The Company defines a member as an individual currently
covered by an insurance plan, including individual and family, Medicare-related, small business, and ancillary plans, for which the Company
is entitled to receive compensation from an insurance carrier.

Acquisitions and Strategic Activities

 As
of the date of this filing, we have acquired nine insurance brokerages (see table below). As we continue to execute on our acquisition
strategy, our reach within the insurance industry can provide us with the ability to offer lower rates, which could boost our competitive
position within the industry.

 Acquired

 Date

 Location

 Line
 of Business

 U.S.
 Benefits Alliance, LLC (USBA)

 October
 24, 2018

 Employee
 Benefit Solutions, LLC (EBS)

 October
 24, 2018

 Commercial
 Solutions of Insurance Agency, LLC (CCS or Commercial Solutions)

 1, 2018

 New
 Jersey

 P&C
 – Trucking Industry

 Southwestern
 Montana Insurance Center, Inc. (Southwestern Montana or Montana)

 April
 1, 2019

 Group

 Insurance Agency, LLC (Fortman or Fortman Insurance)

 May
 1, 2019

 Ohio

 P&C
 and

 Benefits Consultants, Inc. (Altruis)

 September
 1, 2019

 UIS
 Agency, LLC (UIS)

 August
 17, 2020

 New
 York

 J.P.
 Kush and Associates, Inc. (Kush)

 May
 1, 2021

 Barra
 & Associates, LLC

 April
 26, 2022

 Illinois

 Barra
& Associates, LLC Transaction

 On
April 26, 2022, we entered into an asset purchase agreement (the "APA") with Barra & Associates, LLC ("Barra")
pursuant to which the Company purchased all of the assets of Barra & Associates, LLC on April 26, 2022 for a purchase price in the
amount of $7,725,000 in cash, with $6,000,000 paid to Barra at closing, $1,125,000 payable in nine months from closing, and a final earnout
of $600,000 payable over two years from closing based upon meeting stated milestones. The APA contains standard, commercial representations
and warranties and covenants. The source of the cash payment was $6,520,000 in funds borrowed from Oak Street Lending ("Loan"),
our existing lender pursuant to a Fifth Amendment to Credit Agreement and Promissory Note, of even date. The purchase price is subject
to post-closing adjustment to reconcile certain pre-closing credits and liabilities of the parties.

 The
acquisition of Barra was accounted for as a business combination in accordance with the acquisition method pursuant to FASB Topic No.
805, Business Combination (ASC 805). Accordingly, the total purchase consideration was allocated to the assets acquired, and liabilities
assumed based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets
acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition
date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant
estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing.

 The
preliminary allocation of the purchase price in connection with the acquisition of Barra was calculated as follows:

 Description

 Fair
 Value

 Weighted
 Average
 Useful
 Life
 (Years)

 Acquired accounts
 receivable

 $
 92,585

 Property, plant and equipment

 8,593

 Right-of-use asset

 122,984

 Trade names

 22,000

 Customer relationships

 550,000

 Developed technology

 230,000

 Agency relationships

 2,585,000

 Lease liability

 (122,984
)

 4,236,822

 Indefinite

 $
 7,725,000

of $4,236,822 arising from the acquisition of Barra consisted of the value of the employee workforce and the residual value after all
identifiable intangible assets were valued. Goodwill recognized pursuant to the acquisition of Barra is currently expected to be deductible
for income tax purposes. Total acquisition costs incurred through December 31, 2022 for the acquisition of Barra were 72,793 recorded
as a component of General and administrative expenses.

 Recent
Developments

 Private
Placements

 On
March 13, 2023, the Company entered into a securities purchase agreement with one institutional buyer for the purchase and sale of, (i)
an aggregate of 155,038 shares (the "Common Shares") of the Company's common stock, par value $0.086 per share (the
"Common Stock") along with accompanying common warrants (the "Common Units"), (ii) prefunded warrants (the "Prefunded
Warrants") that are exercisable into 897,594 shares of Common Stock (the "Prefunded Warrant Shares") along with accompanying
common warrants (the "Pre-Funded Units"), and (iii) common warrants (the "Common Warrants") to initially acquire
up to 2,105,264 shares of Common Stock (the "Common Warrant Shares") (representing 200% of the Common Shares and Prefunded
Warrant Shares) in a private placement offering (the "Private Placement"). Additionally, the Company agreed to issue a warrant
to the Placement Agent (defined below), to initially acquire 52,632 shares of common stock (the "PA Warrant"). The closing
of the Private Placement occurred on March 16, 2023.

 Nasdaq
Notification

 On
January 12, 2024, the Company received written notice from Nasdaq's Listing Qualifications Department notifying
the Company that for the preceding 30 consecutive business days (November 29, 2023 to January 11, 2024), the Company's common stock
did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2). The notice has no immediate
effect on the listing or trading of the Company's common stock and the common stock continued to trade on Nasdaq under the symbol
"RELI." In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or
until July 10, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2).

 Stock
Splits

 On
February 23, 2023, pursuant to authority granted by the Board of Directors of the Company, the Company implemented a 1-for-15 reverse
split of the Company's authorized and issued and outstanding common stock (the "Reverse Split-2023"). The par value
remains unchanged. All share and per share information as well as common stock and additional paid-in capital have been retroactively
adjusted to reflect the Reverse Split-2023 for all periods presented, unless otherwise indicated.

 Non-GAAP
 Measure

 The Company believes certain
financial measures which meet the definition of non-GAAP financial measures, as defined in Regulation G of the SEC rules, provide
important supplemental information. Namely our key financial performance metric Adjusted EBITDA ("AEBITDA") is a
non-GAAP financial measure that is not in accordance with, or an alternative to, measures prepared in accordance with GAAP.
"AEBITDA" is defined as earnings before interest, taxes, depreciation, and amortization (EBITDA) with additional
adjustments as further outlined below, to result in Adjusted EBITDA ("AEBITDA"). The Company considers AEBITDA an
important financial metric because it provides a meaningful financial measure of the quality of the Company's operational,
cash impacted and recurring earnings and operating performance across reporting periods. Other companies may calculate Adjusted
EBITDA differently than we do, which might limit its usefulness as a comparative measure to other companies in the industry. AEBITDA
is used by management in addition to and in conjunction (and not as a substitute) with the results presented in accordance with
GAAP. Management uses AEBITDA to evaluate the Company's operational performance, including earnings across reporting periods
and the merits for implementing cost-cutting measures. We have presented AEBITDA solely as
supplemental disclosure because we believe it allows for a more complete analysis of results of operations and assists investors and
analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not
believe are indicative of our core operating performance. Consistent with Regulation G, a description of such information is
provided below herein and tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP
information are contained in this Annual Report on Form 10-K under "Results of Operations".

 We exclude the following items, and the following items define our non-GAAP financial
measure AEBITDA:

 Interest and related party interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information regarding the Company's core operational performance.

 Depreciation
and amortization: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company's core operational
performance.

 impairment: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company's core operational
 performance.

 Equity-based compensation:
 Non-cash compensation provided to employees and service providers, excluded to provide more meaningful supplemental information
 regarding the Company's core cash impacted operational performance.

 Change in estimated acquisition earn-out payables: An Earn-out liability is a liability to the seller upon an acquisition which is contingent on future earnings. These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in the change in estimated acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash, can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it's excluded to provide more meaningful supplemental information regarding the Company's core operational performance.

 Recognition and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued at each reporting period and could result in either a gain or loss. The period changes do not impact cash, can be highly volatile, and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the Company's core operational performance.

 Other income (expense), net: This account includes non-routine income or expenses and other individually de minimis items and is thus excluded as unrelated to core operations of the company.

 Loss from discontinued operations before tax: This account includes the net results from discontinued operations and since discontinued, are unrelated to the Company's ongoing operations and thus excluded to provide more meaningful supplemental information regarding the Company's core operational performance.

 Refer to the reconciliation of
net (loss) income to AEBITDA, illustrated below in tabular format.

 Results
of Operations

 Comparison
of the year ended December 31, 2023 to the year ended December 31, 2022

 The
following table sets forth our revenue and expenses for each of the years presented and provides insight into the value and percentage changes:

 RELIANCE
GLOBAL GROUP, INC. AND SUBSIDIARIES

 CONSOLIDATED
STATEMENTS OF OPERATIONS ANALYTICS

 Year Ended December 31, 2023

 Year Ended December 31, 2022

 $ Change

 %

Change

 Change Description

 Commission Income

 $

 13,731,826

 $

 11,761,882

 $

 1,969,944

 %

 Commission income increase of 17% primarily driven by sustained organic growth (67%) coupled with acquisition related expansion (33%).

 Commission Expense

 3,732,939

 3,140,725

 592,214

 %

 Commission expense increase primarily directly correlates to the organic and acquisition related growth in commission income.

 Salaries and wages

 7,503,052

 7,508,312

 (5,260

)

 %

 Moderate decrease in salaries & wages indicates the ability for the Company to effectively leverage its in place talent (human capital) despite robust increase in top-line revenue.

 General and administrative ("G&A")

 4,089,989

 4,959,151

 (869,162

)

 -18

 %

 Decreased G&A is driven by the Company's adoption of OneFirm, our strategy to operate leaner and streamline costs across all agencies, coupled with lower acquisition related costs.

 Marketing and advertising

 ("M&A")

 364,974

 170,311

 194,663

 %

 M&A increase is a result of spiked branding and marketing outreach as we continue to rigorously grow our market share.

 Change in estimated acquisition earn-out payables

 1,716,349

 327,548

 %

 Estimated acquisition earn-out payables increase due to adjustments of estimated terminal payments and fair value thereof.

 Depreciation and amortization

 2,609,191

 2,563,518

 45,673

 %

 Depreciation and amortization increase primarily relates to acquisition related additional fixed tangible and intangible assets.

 -

 Goodwill impairment increase reflects the results from our annual impairment test of goodwill.

 Total operating expenses

 27,611,018

 18,342,541

 Loss from operations

 (13,879,192

)

 (6,580,659

)

 Other income (expense)

 Interest expense

 (1,506,186

)

 (911,106

)

 (595,080

)

 %

 Interest expense increase primarily due to overall increased interest rate environment and new acquisition related debt financing.

 Interest related parties

 (150,067

)

 (6,920

)

 (143,147

)

 2,069

 %

 Interest related parties increase primarily due to a seller financing note which began accruing interest in 2023.

 Other income (expense), net

 6,530

 (4,341

)

 10,871

 -250

 %

 Other income (expense) increase primarily due to certain non-recurring and non-significant other income sources.

 Recognition and change in fair value of warrant liabilities

 5,503,647

 29,064,958

 (23,561,311

)

 -81

 %

 Decrease in gain due to fair value changes in derivative warrant liabilities carried at fair value.

 Total other income (expense)

 3,853,924

 28,142,591

 Income (loss) from continuing operations before tax

 (10,025,268

)

 21,561,932

 Loss from discontinued operations before tax

 (1,984,714

)

 (15,095,770

)

 13,111,056

 -87

 %

 Decreased loss primarily stems from a discontinued operations goodwill impairment charge that occurred in 2022.

 Net (loss) income

 $

 (12,009,982

)

 $

 (18,476,144

)

 Non-GAAP Measure

 AEBITDA

 $

 (686,973

)

 $

 (2,766,744

)

 $

 2,079,771

 -75

 %

 AEBITDA loss improves by $2.5 million, or 75%, a result of increased revenues and decreased AEBITDA costs, driven by OneFirm, our strategy to operate leaner and streamline costs across all agencies, coupled with lower acquisition related costs.

 Non-GAAP Reconciliation from Net (Loss) Income to
AEBITDA

 The
following table provides a reconciliation from net (loss) income to AEBITDA (adjusted EBITDA) for the years ended December 31, 2023
and December 31, 2022.

 31, 2023

 Net
 (loss) income

 $
 (12,009,982
)

 $

 Adjustments:

 Interest and related party interest expense

 1,656,253

 918,026

 Depreciation
 and amortization

 2,609,191

 2,563,518

 -

 Equity-based compensation employees, directors, and service providers

 1,272,155

 1,249,873

 Change
in estimated acquisition earn-out payables

 Other (income)
 expense, net

 (6,530
)

 4,341

 Recognition
and change in fair value of warrant liabilities

 (5,503,647
)

 (29,064,958
)

 Loss from discontinued operations before tax

 1,984,714

 15,095,770

 Total adjustments

 11,323,009

 (9,232,906
)

 AEBITDA

 $
 (686,973
)

 $
 (2,766,744
)

 Liquidity
and capital resources

 As
of December 31, 2023, the Company had a cash balance of approximately $2,739,000, of which approximately $1,410,000 was restricted,
and working capital of approximately $1,189,000 compared with a cash balance of approximately $1,910,000, of which approximately
$1,404,000 was restricted and a working capital deficit of approximately ($4,576,000) as of December 31, 2022. The 2023 increase in
working capital is primarily attributable to increases in current assets stemming from the 17% increase in top line revenue, an
equity private placement, cash received from warrant exercises and decreases to current liabilities.

 Inflation

 The
Company generally may be impacted by rising costs for certain inflation-sensitive operating expenses such as labor, employee benefits,
and facility leases. The Company believes inflation could have a material impact to pricing and operating expenses in future periods
due to the state of the economy and current inflation rates.

 Off-balance
sheet arrangements

 We
do not have any off-balance sheet arrangements as such term is defined in Regulation S-K.

 Cash
Flows

 Year
 Ended December 31,

 2023

 2022

 Net
 cash used in operating activities

 $
 (847,970
)

 $
 (3,189,997
)

 Net
 cash provided and used in investing activities

 710,189

 (24,642,312
)

 Net
 cash provided by financing activities

 966,923

 25,121,356

 Net
 increase (decrease) in cash, cash equivalents, and restricted cash

 $
 829,142

 $
 (2,710,953
)

 Operating
Activities

 Net
cash used in continuing and discontinued operating activities for the year ended December 31, 2023 was approximately $848,000,
compared to approximately $3,190,000 for the year ended December 31, 2022 representing a decrease of cash used in operations of
$2,342,000, or 73%. The 2023 cash used comprises an approximate net loss of $12,010,000, continuing non-cash positive adjustments of
approximately $7,413,000 and non-cash positive adjustments from discontinued operations of approximately $3,749,000. Continuing
non-cash adjustments stem from depreciation and amortization of approximately $2,609,000, goodwill impairment of $7,594,000,
amortization of debt issuance costs of approximately $47,000, equity-based compensation for employees, directors, and service
providers of approximately $1,272,000, and change in estimated acquisition earn-out payables of approximately 1,717,000, offset by
non-cash lease expense of approximately $5,000 and the change in fair value of warrant liability of
approximately $5,504,000, as well as changes in net working capital items in the net amount of approximately $317,000.

 Investing
Activities

 Net
cash flows provided from continuing and discontinued investing activities for the year ended December 31, 2023, was approximately
$710,000 compared to net cash flows used in investing activities of approximately $24,642,000 for the year ended December 31, 2022.
The 2023 net cash provided comprises $900,000 in cash proceeds from the sale of the NSURE investment, offset by approximately
$190,000 of cash spend for the purchase of property, equipment and intangible assets.

 Financing
Activities.

 Net
cash provided from continuing and discontinued financing activities for the year ended December 31, 2023, was approximately $967,000
as compared to $25,121,000 for the year ended December 31, 2022. The 2023 net cash provided primarily comprises cash proceeds from
an equity private placement and warrant exercises of approximately $4,475,000, offset by debt principal repayments of approximately
$1,091,000, payments net of proceeds on short term financings of approximately $80,000, payments on related party loans and related
party convertible debt of approximately $1,900,000, payments on earn-out liabilities of approximately $419,000 and approximately
$18,000 of cash used in discontinued financing activities.

 Critical
Accounting Policies and Estimates

 The
preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Estimates and judgments are based
on historical experience, forecasted events, and various other assumptions that we believe to be reasonable under the circumstances.
Estimates and judgments may vary under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis.
Our management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations
and require management's most difficult, subjective, or complex judgments.

 Business
acquisitions: Accounting for acquisitions requires us to estimate the fair value of consideration paid and the individual assets
and liabilities acquired, which involves a number of judgments, assumptions, and estimates that could materially affect the amount and
timing of costs recognized in subsequent periods. Accounting for acquisitions can also involve significant judgment to determine when
control of the acquired entity is transferred. We typically obtain independent third-party valuation studies to assist in determining
fair values, including assistance in determining future cash flows, discount rates, and comparable market values. Items involving significant
assumptions, estimates, and judgments include the following:

 Debt, including discount
 rate and timing of payments;

 Deferred tax assets, including
 projections of future taxable income and tax rates;

 Fair value of consideration
 paid or transferred;

 Intangible assets, including
 valuation methodology, estimations of future revenue and costs, and discount rates;

 Contingencies:
 We are subject to the possibility of losses from various contingencies. Significant judgment is necessary to estimate the probability
and amount of a loss, if any, from such contingencies. An accrual is made when it is probable that a liability has been incurred or an
asset has been impaired, and the amount of loss can be reasonably estimated. In accounting for the resolution of contingencies, significant
judgment may be necessary to estimate amounts pertaining to periods prior to the resolution that are charged to operations in the period
of resolution and amounts related to future periods.

and intangible assets: We test goodwill for impairment in our fourth quarter each year, or more frequently if indicators of an
impairment exist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill is less than
its carrying value. For reporting units for which this assessment concludes that it is more likely than not that the fair value is more
than its carrying value, goodwill is considered not impaired and we are not required to perform the goodwill impairment test. Qualitative
factors considered in this assessment include industry and market considerations, overall financial performance, and other relevant events
and factors affecting the fair value of the reporting unit. For reporting units for which this assessment concludes that it is more likely
than not that the fair value is below the carrying value, goodwill is tested for impairment by determining the fair value of each reporting
unit and comparing it to the carrying value of the net assets assigned to the reporting unit. If the fair value of the reporting unit
exceeds its carrying value, goodwill is considered not impaired. If the carrying value of the reporting unit exceeds its fair value,
we would record an impairment loss up to the difference between the carrying value and implied fair value.

 Determining
when to test for impairment, the reporting units, the assets and liabilities of the reporting unit, and the fair value of the reporting
unit requires significant judgment and involves the use of significant estimates and assumptions. These estimates and assumptions include
revenue growth rates, and expenses and are developed as part of our long-range planning process. The same estimates are used in business
planning, forecasting, and capital budgeting. We test the reasonableness of the output of our long-range planning process by calculating
an implied value per share and comparing that to current stock prices, analysts' consensus pricing, and management's expectations.
These estimates and assumptions are used to calculate projected future cash flows for the reporting unit, which are discounted using
a risk-adjusted rate to estimate a fair value. The discount rate requires determination of appropriate market comparables. We base fair
value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results
may differ from those estimates.

 We
test other identified intangible assets with definite useful lives when events and circumstances indicate the carrying value may not
be recoverable by comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. We test
intangible assets with indefinite lives annually for impairment using a fair value method such as discounted cash flows. Estimating fair
values involves significant assumptions, including future sales prices, sales volumes, costs, and discount rates.

 Income
taxes: We are required to estimate our provision for income taxes and amounts ultimately payable or recoverable in numerous tax
jurisdictions around the world. These estimates involve significant judgment and interpretations of regulations and are inherently complex.
Resolution of income tax treatments in individual jurisdictions may not be known for many years after completion of the applicable year.
We are also required to evaluate the realizability of our deferred tax assets on an ongoing basis in accordance with U.S. GAAP, which
requires the assessment of our performance and other relevant factors. Realization of deferred tax assets is dependent on our ability
to generate future taxable income. In recent periods, our results of operations have benefited from increases in the amount of deferred
taxes we expect to realize, primarily from the levels of capital spending and increases in the amount of taxable income we expect to
realize. Our income tax provision or benefit is dependent, in part, on our ability to forecast future taxable income in these and other
jurisdictions. Such forecasts are inherently difficult and involve significant judgments including, among others, projecting future average
selling prices and sales volumes, manufacturing and overhead costs, levels of capital spending, and other factors that significantly
impact our analyses of the amount of net deferred tax assets that are more likely than not to be realized.

 Revenue
recognition: All commission revenue is recorded net of any deductions for estimated commission adjustments due to
lapses, policy cancellations, and revisions in coverage.

 The
Company earns additional revenue including contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue
or profit targets established periodically by the carriers (collectively the Contingent Commissions). The Contingent Commissions are
earned when the Company achieves the targets established by the insurance carries. The insurance carriers notify the company when it
has achieved the target. The Company only recognizes revenue to the extent that it is probable that a significant reversal of the revenue
will not occur.

 Equity-based compensation: Equity-based compensation is estimated at the grant date based on the fair value of the award and is
recognized as expense using the straight-line amortization method over the requisite service period. For performance-based stock
awards, the expense recognized is dependent on our assessment of the likelihood of the performance measure being achieved. We
utilize forecasts of future performance to assess these probabilities and this assessment requires significant judgment.

 Determining
the appropriate fair-value model and calculating the fair value of stock-based awards at the grant date requires significant judgment,
including estimating stock price volatility and expected option life. We develop these estimates based on historical data and market
information which can change significantly over time. A small change in the estimates used can result in a relatively large change in
the estimated valuation. We use the Black-Scholes option valuation model to value employee stock options and awards granted under our
employee stock purchase plan. We estimate stock price volatility based on our historical volatility implied volatility derived from traded
options on our stock.

 Item
7A. Quantitative and Qualitative Disclosure about Market Risk

 Not

 Item
8. Financial Statements and Supplementary Data

 See
the financial statements filed as part of this Annual Report on Form 10-K as listed under Item 15 below.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Not
Applicable.

 Item
9A. Controls and Procedures

 Controls
and Procedure Requirements

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this annual report, is recorded, processed, summarized, and reported within the time period specified
in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange
Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.

 All
internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and
financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject
to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures
may deteriorate.

 The
Company determined it has a material weakness in its disclosure controls and procedures relating to goodwill and earnings per share ("EPS").
The Company continues the process of mitigating the deficiencies by ensuring it is appropriately consulting with experts in the respective
areas. During fiscal year 2023, Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure
controls and procedures as of December 31, 2023, and concluded that they were not effective as of December 31, 2023, due to the material
weakness identified.

in Internal Control over Financial Reporting

 During fiscal year 2022, the Company retained subject matter expert advisors to prepare the accounting and disclosures
over Earnings per Share. These advisors assisted the Company in the calculations and disclosures of EPS for the year ended December 31,
2023. Aside for the foregoing, there have been no other changes in our internal control over financial reporting, as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter which is the subject of this
report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Listed
below are the names of the directors and executive officers of the Company, their ages as of the date of this Form 10-K, their positions
held, and all commenced service with the Company in 2023.

 Name

 Age

 Position(s)
 Held

 Ezra Beyman

 Chief Executive Officer (CEO) and Chairman of the Board
 of Directors

 Joel Markovits

 Chief Financial Officer (CFO),
 Chief Accounting Officer (CAO), Financial Reporting Manager (FRM)

 Yaakov Beyman

 Executive Vice President, Insurance Division

 Scott Korman

 Director and Chair of the Audit Committee (Audit Committee
 Financial Expert), and Member of the Compensation and Nominating and Governance Committees

 Ben Fruchtzweig

 Director and Chair of the Compensation Committee and
 Member of the Audit and Nominating and Governance Committees

 Sheldon Brickman

 Director and Chair of the Nominating and Governance
 Committee and Member of the Audit and Compensation Committees

 Alex Blumenfrucht

 Director and former Chief Financial Officer

 Ezra
Beyman:

of Reliance Global Group, Inc.

 2018
– Present: Chief Executive Officer of Reliance Global Group, Inc.

 1985-
Present: Chairman of Reliance Global Holdings, LLC and Affiliates

 Ezra
Beyman has served as the Chairman of our Board of Directors and our Chief Executive Officer since 2018. Mr. Beyman is the central force
leading the success and growth of Reliance Global Group, Inc. Drawing on his nearly three decades of entrepreneurial experience in real
estate and ten years in insurance, he has set his vision and acuity on one integrated goal: integrity and success. At one point in time
Mr. Beyman's portfolio of commercial and residential properties comprised of approximately 40,000 units, as well as several insurance
agencies. In 1985, he founded a small mortgage brokerage, together with his wife, which he operated in his basement. From there, his
company rapidly grew into a dynamic force on the market. By 2008, he owned the third largest licensed mortgage brokerage in the U.S.,
having acquired numerous mortgage companies in the interim. He also expanded to real estate acquisition, having grown his portfolio to
over three billion dollars. In expanding his investments, Mr. Beyman began exploring opportunities in other markets, acquiring several
insurance agencies in both Florida and New Jersey. His ventures included entering the domains of warrantee and insurance carriers. Raised
in the New York metropolitan area, Mr. Beyman spent his secondary and post-secondary school years at Mesivta Tifereth Yerushalayim, where
he advanced his analytic abilities while mastering various areas of Talmudic studies, earning a position as one of the closest students
of the Dean. He earned his First Talmudic degree in 1975.

 Joel
Markovits:

 2021
– Present: Chief Financial Officer of Reliance Global Group, Inc.

 2015
– 2021: KPMG Audit Senior Manager

 Joel
Markovits, Chief Financial Officer, joined the Company in June 2021 as our SEC financial reporting manager, and in February 2022 was
appointed Chief Accounting Officer (CAO) and subsequently appointed CFO as of January 1, 2023. Joel brings over 12
years' financial, accounting and reporting experience in both the public and private sectors. Prior to joining Reliance Global
Group, Joel was a senior manager at KPMG LLP from April 2015 through May 2021, where he led some of the larger and more complex
audit engagements, including serving as lead audit senior manager on a global $16 billion (annual revenues) enterprise reporting on
both US GAAP and IFRS. He was also a data & analytics specialist and technology innovation leader at KPMG for its largest US
Business Unit, overseeing the development and deployment of technological capabilities that enhance data analyses. Joel is a
Certified Public Accountant in the State of New Jersey since November 2013.

 Yaakov
Beyman:

 2018
– Present: Executive VP of Insurance Division, Reliance Global Group, Inc.

 2012
– 2018: Executive VP of Insurance Division, Empire Insurance Holdings

 Yaakov
Beyman, son of Mr. Ezra Beyman has served as the Executive Vice President of the Insurance Divisions since July 2018. Mr. Beyman oversees
the insurance operations of Reliance Global Group, Inc. From December 2012 – July 2018, he was Executive VP of Insurance Division,
of Empire Insurance Holdings. He works from a platform that includes both strategizing the future vision of the insurance division and
developing and implementing operational tools on a more granular level to grow the various insurance businesses. In his role as a strategist,
Mr. Beyman has mapped a clear future: expand the various insurance products that RELI offers both geographically and in category. On
the more hands-on level, Mr. Beyman (who holds insurance licenses in most of the continental U.S.) is heavily involved in marketing,
maintaining state of the art technological models, financial management and distribution, and entity creation and maintenance. Combining
his roles as the idea-generator and implementer, he is well-equipped to take the lead role in growing the Company."

 Scott
Korman:

– Joined Board in 2019

 1984
– Present: President of Nashone, Inc

 2019
– Present: CEO, Illumina Radiopharmaceuticals LLC

 Mr.
Korman has served on our board of directors since December 2019 and he currently serves as President of Nashone, Inc., a private equity
firm, which he founded in 1984. In this role, Mr. Korman is involved in financial advisory, M&A, and general management assignments.
He is a founder and Managing Member and CEO of Innervate Radiopharmaceuticals LLC since May 2019, CEO of Sentry Laboratories LLC since
February 2020 and CFO and board member of Adenocyte LLC since 2018. Mr. Korman previously served as Chairman and CEO of Best Manufacturing
Group LLC, a leading manufacturer and distributor of uniforms, napery, service apparel, and hospitality and healthcare textiles. Mr.
Korman also served as President and CEO of Welsh Farms Inc., a full-service dairy processor and distributor of milk, ice cream mix and
ice cream products. Mr. Korman received a B.S. degree in Economics from the University of Pennsylvania Wharton School. He has served
as a member of the Board of Directors of Tofutti Brands, Inc. since December 2011. He also serves on the boards of various not-for-profit
groups. The Board determined that Mr. Korman's business experience makes him an ideal director for the Company.

 Ben
Fruchtzweig:

 Joined
Board in 2019

 2013
– Current: Mosdos Beis Abba

 Mr.
Fruchtzweig has served on our board of directors since December 2019 and brings decades of executive experience in accounting and financial
services. He currently serves on the board of Mosdos Beis Abba since June 2013. He has served as Chief Comptroller/Financial Analyst
at national financial services and investment companies. He received his NYS C.P.A. license in 1987 and has worked at Deloitte Haskins
and Sells and other leading accounting firms. Currently, Mr. Fruchtzweig lectures on a variety of topics including business ethics. He
also serves on a voluntary basis as a trustee of a non-profit private foundation, which serves to provide the needed financial support,
services and guidance to qualifying individuals and families. Mr. Fruchtzweig graduated Magna Cum Laude from Queens College/C.U.N.Y.
in June 1985. The Board believes that Mr. Fruchtzweig's strong accounting and finance background makes him a strong director.

 Sheldon
Brickman:

 Joined
Board in 2020

 2013
– Present: President of Rockshore Advisors LLC

 Mr.
Brickman has served on our board of directors since August 2020 and has been President of Rockshore Advisors LLC since May, 2013. Sheldon
has over 25 years of M&A advisory and business development experience, totaling more than $40 billion in deal value. Additionally,
he has served as Chief Financial Officer of InfinT Acquisition Corporation since May 2021. Sheldon has worked for numerous multibillion-dollar
insurance carriers, including assignments for such companies as AIG, Aetna and National General. He has assisted international companies
(in the UAE, UK, Asia and Latin America), start-up operations, and regional insurance carriers. Mr. Brickman's experience covers
the property casualty and life/health markets, including working with insurance carriers, managing general agencies, wholesalers, retailers
and third-party administrators. The Board determined that Mr. Brickman's M&A and insurance industry experience makes him an
ideal director for the Company.

 Alex Blumenfrucht:

 Director of Reliance Global Group, Inc.

 2018 – 2022: Former CFO of Reliance Global
Group, Inc.

 2015 – 2018: Audit senior at Deloitte and
Touch.

 Alex Blumenfrucht has served as member of our board
of directors since 2018 and formerly also served as our Chief Financial Officer (CFO) from 2018 until June 2022, at which time he resigned
and accepted employment with an unaffiliated company. Prior to joining Reliance, Mr. Blumenfrucht served as an Audit & Assurance Professional
at Deloitte & Touch, LLP from September 2015 until May 2018, where he successfully led audit teams on both public and privately
held corporations. The Board determined that Mr. Blumenfrucht's extensive experience in internal control, financial analysis, and
reporting for both private and publicly traded companies is central to the Company's management of finances, reporting, and controls
and makes him an ideal director.

 William Lebovics:

 2022 Former CFO of Reliance Global Group, Inc.

 2019 – 2021: Director of Business Development
at IDT Corporation

 William Lebovics was appointed by the Company to serve
as Chief Financial Officer (CFO) effective June 1, 2022 and as of January 1, 2023 transitioned from CFO into the role of Senior Vice President
of Acquisitions. Prior to joining the Company, William served as Head of Business Development at IDT Corporation (NYSE: IDT), from November
2021- May 2022, where he worked closely with Chairman Howard Jonas on two new lines of business for the company. From January 2019- November
2021, William served as Finance Manager of IDW Media Holdings (NYSE: IDW) where he was responsible for dealing with financial reporting,
financing, and M&A, as well as other finance related operations. From 2016-2018, Mr. Lebovics was Partner and Product Owner of a mobile
tech company overseen by T5 Capital. William has extensive corporate finance experience, including prior roles as a Portfolio Manager
of Alternative Investments at Nippon Life Global Investors and as a Real Estate Consultant in PwC's Real Assets Group. William has
an MS in Accounting from Fairleigh Dickenson University, an MS in Real Estate with a concentration in Finance and Investment from NYU,
and a BS in Business Management from Touro College.

 Family
Relationships

 There
are no arrangements between our directors and any other person pursuant to which our directors were nominated or elected for their positions.
Except for Ezra Beyman and Yaakov Beyman (father and son), there are no family relationships between any of our directors or executive
officers.

 Committees
of the Board of Directors

 Our
Board has established three standing committees: an Audit Committee, a Nominating and Governance Committee and a Compensation Committee,
which are described below. Members of these committees are elected annually at a regular meeting of the Board of Directors held in conjunction
with the annual stockholders' meeting. The charter of each committee is available on our website at www.relianceglobalgroup.com,
and our committee appointments are set forth above.

 Audit
Committee

 The
Audit Committee has authority to review our financial records, deal with our independent auditors, recommend to the Board policies with
respect to financial reporting, and investigate all aspects of our business. All of the members of the Audit Committee currently satisfy
the independence requirements and other established criteria of NASDAQ.

 The
Audit Committee has sole authority for the appointment, compensation and oversight of the work of our independent registered public accounting
firm, and responsibility for reviewing and discussing with management and our independent registered public accounting firm our audited
consolidated financial statements included in our Annual Report on Form 10-K, our interim financial statements and our earnings press
releases. The Audit Committee also reviews the independence and quality control procedures of our independent registered public accounting
firm, reviews management's assessment of the effectiveness of internal controls, discusses with management the Company's
policies with respect to risk assessment and risk management and will review the adequacy of the Audit Committee charter on an annual
basis.

 Scott
Korman, Ben Fruchtzweig and Sheldon Brickman who are all independent directors and sit on this Committee, with Scott Korman being the
Chair and Audit Committee Financial Expert.

 Nominating
and Governance Committee

 The
Nominating and Corporate Governance Committee has the following responsibilities: (a) setting qualification standards for director nominees;
(b) identifying, considering and nominating candidates for membership on the Board; (c) developing, recommending and evaluating corporate
governance standards and a code of business conduct and ethics applicable to the Company; (d) implementing and overseeing a process for
evaluating the Board, Board committees (including the Committee) and overseeing the Board's evaluation of the Chairman and Chief
Executive Officer of the Company; (e) making recommendations regarding the structure and composition of the Board and Board committees;
(f) advising the Board on corporate governance matters and any related matters required by the federal securities laws; and (g) assisting
the Board in identifying individuals qualified to become Board members; recommending to the Board the director nominees for the next
annual meeting of shareholders; and recommending to the Board director nominees to fill vacancies on the Board.

 The
Nominating and Governance Committee determines the qualifications, qualities, skills, and other expertise required to be a director and
to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the "Director
Criteria"); identifies and screens individuals qualified to become members of the Board, consistent with the Director Criteria.
The Nominating and Governance Committee considers any director candidates recommended by the Company's shareholders pursuant to
the procedures described in the Company's proxy statement, and any nominations of director candidates validly made by shareholders
in accordance with applicable laws, rules and regulations and the provisions of the Company's charter documents. The Nominating
and Governance Committee makes recommendations to the Board regarding the selection and approval of the nominees for director to be submitted
to a shareholder vote at the Annual Meeting of shareholders, subject to approval by the Board. The Nominating and Governance Committee
does not have a set policy or process for considering diversity in identifying nominees but strives to identity and recruit nominees
with a broad diversity of experience, talents, professions, backgrounds, perspective, age, gender, ethnicity and country of citizenship,
and who possess the commitment necessary to make a significant contribution to the Company. Board nominees should be committed to enhancing
long-term stockholder value and should possess high standards of integrity and ethical behavior.

 Scott
Korman, Ben Fruchtzweig and Sheldon Brickman sit on this Committee with Sheldon Brickman being the Chair.

 Compensation
Committee

 The
Compensation Committee oversees our executive compensation and recommends various incentives for key employees to encourage, and reward
increased corporate financial performance, productivity and innovation.

 The
Compensation Committee is responsible for: (a) assisting our Board in fulfilling its fiduciary duties with respect to the oversight of
the Company's compensation plans, policies and programs, including assessing our overall compensation structure, reviewing all
executive compensation programs, incentive compensation plans and equity-based plans, and determining executive compensation; and (b)
reviewing the adequacy of the Compensation Committee charter on an annual basis. The Compensation Committee, among other things, reviews
and approves the Company's goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief
Executive Officer's performance with respect to such goals, and set the Chief Executive Officer's compensation level based
on such evaluation. The Compensation Committee also considers the Chief Executive Officer's recommendations with respect to other
executive officers and evaluates the Company's performance both in terms of current achievements and significant initiatives with
long-term implications. It assesses the contributions of individual executives and recommend to the Board levels of salary and incentive
compensation payable to executive officers of the Company; compares compensation levels with those of other leading companies in similar
or related industries; reviews financial, human resources and succession planning within the Company; recommend to the Board the establishment
and administration of incentive compensation plans and programs and employee benefit plans and programs; recommends to the Board the
payment of additional year-end contributions by the Company under certain of its retirement plans; grants stock incentives to key employees
of the Company and administer the Company's stock incentive plans; and reviews and recommends for Board approval compensation packages
for new corporate officers and termination packages for corporate officers as requested by management.

 Scott
Korman, Ben Fruchtzweig and Sheldon Brickman sit on this Committee with Ben Fruchtzweig being the Chair.

in Nominating Procedures

 None.

 Board
Leadership Structure and Role in Risk Oversight

 Although
we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we
have traditionally determined that it is in the best interests of the Company and its shareholders to partially combine these roles.
Due to the small size of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions
partially combined.

 Our
Board is primarily responsible for overseeing our risk management processes. The Board receives and reviews periodic reports from management,
auditors, legal counsel, and others, as considered appropriate regarding the Company's assessment of risks. The Board focuses on
the most significant risks facing the Company and our general risk management strategy, and also ensures that risks undertaken by us
are consistent with the Board's risk parameters. While the Board oversees the Company, our management is responsible for day-to-day
risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing
the Company and that our board leadership structure supports this approach.

 Compliance
with Section 16(a) of the Exchange Act

 Section
16(a) of Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of a registered class
of our equity securities to file with the Commission initial statements of beneficial ownership, statements of changes in beneficial
ownership and annual statement of changes in beneficial ownership with respect to their ownership of the Company's securities,
on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange
Commission regulations to furnish our Company with copies of all Section 16(a) reports they file.

 The
Company does not report on compliance with Section 16(a).

 Item
11. Executive Compensation

to disclosure requirements in Item 402 of Regulation S-K and paragraphs (e)(4) and (e)(5) of Item 407, the following table summarizes
executive compensation for the years ended December 31, 2023 and 2022.

 Summary
Compensation Table

 Name and principal position

 Year

 Salary
 ($)

 Bonus (2)
 ($)

 Stock
 awards
 ($)

 Option
 awards
 (Unvested)
 ($)

 Non-equity
 incentive plan
 compensation
 ($)

 Change in
 pension
 value and
 nonqualified
 deferred
 compensation
 earnings

 All other
 compensation
 ($)

 Total
 ($)

 Ezra Beyman,

 2023

 338,942

 -

 105,840

 -

 -

 -

 -

 444,782

 CEO

 2022

 300,000

 305,963

 -

 -

 -

 -

 -

 605,963

 Joel Markovits,

 2023

 286,019

 34,581

 88,031

 -

 -

 -

 2,034
 (1)

 410,665

 CFO

 2022

 197,499

 -

 130,625

 -

 -

 -

 -

 328,124

 Yaakov Beyman, EVP

 2023

 237,135

 2,000

 68,670

 -

 -

 -

 9,565
 (2)

 317,370

 2022

 219,539

 30,000

 -

 -

 -

 -

 -

 249,539

 (1)

 Represents other fringe benefits.

 (2)

 Represents employer 401(k) plan contributions.

Compensation

 The
table below shows the compensation paid to our non-employee directors during 2023 and 2022.

 Name

 Fees

 earned

 or paid

 in cash

 Stock
 awards ($)

 Un-

 exercisable
 Option awards
 (#
 of Shares)

 Non-equity
 incentive plan compensation ($)

 Nonqualified
 deferred compensation earnings ($)

 All
 other compensation ($)

 Total
 ($)

 Ben
 Fruchtzweig

 2023

 $

 44,332

 22,680

 -

 -

 -

 -

 67,012

 Scott
 Korman

 2023

 $

 45,000

 22,680

 -

 -

 -

 -

 67,680

 Sheldon
 Brickman

 2023

 $

 43,668

 22,680

 -

 -

 -

 -

 66,348

 Alex
 Blumenfrucht

 2023

 $

 43,000

 22,680

 65,680

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth certain information concerning the ownership of our common stock as of December 31, 2023 with respect to:

 (i)

 each person known to us to be the beneficial owner of more
than five percent of our common stock;

 (ii)

 all directors;

 (iii)

 all named executive officers; and

 (iv)

 all directors and executive officers as a group.

 Beneficial
ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person who has
voting or investment power with respect to such shares. Shares of common stock issuable upon exercise of options or warrants as of
December 31, 2023 or are exercisable within 60 days of such date are deemed to be outstanding and to be beneficially owned by the
person holding such options for the purpose of calculating the percentage ownership of such person but are not treated as
outstanding for the purpose of calculating the percentage ownership of any other person. Applicable percentage ownership is based on
4,761,974 shares of common stock outstanding as the date of December 31, 2023.

 Name and Address of Beneficial Owner

 Number of

 Beneficial
 Ownership
 Percentage

 Named Executive Officers and Directors

 Ezra Beyman

 381,020
 (1)

 8.0
 %

 Joel Markovits

 71,532
 (2)

 1.5
 %

 Yaakov Beyman

 58,783

 1.2
 %

 Sheldon Brickman

 36,000

 *

 Scott Korman

 38,177

 *

 Ben Fruchtzweig

 36,477

 *

 Alex Blumenfrucht

 44,233

 *

 All directors and executive officers as a group (7 persons)

 666,212
 (3)

 14.0
 %

 5% Stockholders

 Armistice Capital, LLC (4)

 511,736
 (5)

 10.07
 %

 YES Americana Group, LLC (6)

 263,021

 5.5
 %

 *
Represents beneficial ownership of less than 1%.

 (1)

 Represents
 (i) 117,886 shares of common stock held by Ezra Beyman directly, (ii) 113 shares of common stock held by Reliance Global Holdings,
 LLC; and (iii) 263,021 shares of common stock held by YES Americana Group, LLC. Reliance Global Holdings, LLC is an entity controlled
 by Ezra Beyman and his spouse. YES Americana Group, LLC is an entity controlled by Ezra Beyman's spouse.

 (2)

 Represents (i) 66,865 shares
 of common stock held by Mr. Markovits, and (ii) 2,667 shares of common stock that Mr. Markovits has or had the right to acquire within
 60 days of the Record Date; provided, however, that certain of the shares referenced in clause (ii) have been or will be withheld
 for payment of payroll taxes.

 (3)

 Includes 2,667 shares of
 common stock the directors and named executive officers have or had the right to acquire within 60 days of the Record Date; provided,
 however, that certain of these shares have been or will be withheld for payment of payroll taxes.

 (4)

 Armistice Capital, LLC's
 address is 510 Madison Avenue, 7th Floor, New York, NY 10022.

 (5)

 Represents (i) 149,736
 shares of common stock held by Armistice Capital, LLC, and (ii) 362,000 shares that Armistice Capital, LLC has the right to acquire
 within 60 days of the Record Date pursuant to abeyance shares and/or exercisable warrants. Armistice Capital has the rights to 1,734,264
 abeyance shares and holds warrants to purchase an aggregate of 5,077,195 shares of common stock; however, only 362,000 of these abeyance
 shares and/or warrants can be initially released and/or exercised within 60 days due to equity blockers and/or other limiting provisions
 in the abeyance shares and/or warrants.

 (6)

 YES
 Americana Group, LLC is an entity controlled by Ezra Beyman's spouse and its address is 300 Blvd. of the Americas, Suite 105,
 Lakewood, NJ 08701.

 The
transfer agent and registrar for our common stock is VStock Transfer. The transfer agent and registrar's address is 18 Lafayette
Place, Woodmere, New York 11598. Its telephone number is (212) 828-8436.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 The
following is a description of transactions which we were a party in which (i) the amount involved exceeded or will exceed the lesser
of (A) $120,000 or (B) one percent of our average total assets at year-end for the last two completed fiscal years and (ii) any of our
directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing
the household with, any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity and
other compensation, termination, change in control and other similar arrangements, which are described under " Executive Compensation."

 The
Company entered into a Loan Agreement with Reliance Global Holdings, LLC, a related party under common control. There is no term to
the loan, and it bears no interest. The proceeds from the various loans were utilized to fund the acquisitions of USBA, EBS, CCS,
SWMT Acquisition, Fortman, Altruis, and UIS. As of December 31, 2023, and the 2022 the related party loan payable was $0 and
$100,724 respectively. At December 31, 2023 and 2022, Reliance Holdings owned approximately 0% and 24%, respectively, of the
common stock of the Company.

 On
September 13, 2022, the Company issued a promissory note of convertible debt to YES Americana Group, LLC, ("YES Americana")
a related party entity for the principal sum of $1,500,000 (the "Note"). The Note matures on January 15, 2024, bearing interest
of 0% per annum for the first six months, and 5% per annum thereafter, payable monthly. In the event the Note is not paid by the maturity
date, the loan will automatically be extended for an additional year until January 15, 2025, and if necessary, extended again for one
additional year through January 15, 2026. As of December 31, 2023, and 2022 the balance to YES Americana was
$0 and $ 1,500,000 respectively. At December 31, 2023 and 2022, Yes Americana owned approximately 5.5% and
0%, respectively, of the common stock of the Company.

 Pursuant to the first amendment to the April 26, 2022
asset purchase agreement between the Company and Barra & Associates, LLC, a related party entity beneficially owned by a senior vice
president of the Company, the Company agreed to pay a deferred purchase price (the "DPP") of $1,375,000 by January 31, 2023,
and all amounts unpaid thereafter will accrue interest at a rate of 1.5% per month until paid. The Company intends to fully repay all
unpaid amounts inclusive of interest over the next two years. The Company classifies amounts planned to be settled within twelve months
from the balance sheet date to current liabilities. Accordingly, the Company reclassifies and presents current balances of $233,504 and
$1,375,000 respectively, in the current portion of loans payables, related parties account in the condensed consolidated balance sheets
as of December 31, 2023 and December 31, 2022. Non-current amounts are classified to the loans payable, related parties, less current
portion account in the condensed consolidated balance sheets and amounted to $ 247,055 and
$0 as of December 31, 2023, and December 31, 2022 respectively. Interest expense for the year ended December 31, 2023 was $145,344, recorded
to interest expense, related parties in the condensed consolidated statements of operations.

 The Company,
Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (collectively, the "Parties")
entered into a purchase agreement on or around May 1, 2019 (the "Purchase Agreement"), whereby the Company purchased the business
and certain assets noted within the Purchase Agreement, as well as that certain second amendment to the Purchase Agreement on or around
May 18, 2023 (the "Second Amendment"). On January 11, 2024, the Parties entered into that certain third amendment to the Purchase
Agreement (the "Third Amendment"), pursuant to which the Parties agreed to a total remaining earn-out balance of $423,107
owed to both Jonathan Fortman and Zachary Fortman each under the Purchase Agreement, both employees and related parties to the Company,
for a combined total earn-out amount owed of $846,214 (the "Remaining Balances"). In satisfaction of such Remaining Balances,
the Company agreed to pay $11,000.00 on the first business day of each month to both Jonathan Fortman and Zachary Fortman each until the
Remaining Balances are paid in full. In addition, the Parties agreed under the Third Amendment that the Remaining Balances shall accrue
interest at the rate of 10% per annum until the Remaining Balances are paid in full, with an effective date of January 2, 2024, for purposes
of the commencement of interest accrual. Since the Remaining Balances are final and no longer subject to contingencies, as of December
31, 2023 and the period then ended, they have been reclassified from the earn-out liability account to the loan payable, related parties,
less current portion account in the amount of, $650,473 and the current portion of loans payables, related parties in the amount of, $195,741
and for the same period ended no interest has accrued.

 To
the best of our knowledge, during the past two fiscal years, other than as set forth above, there were no material transactions, or series
of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party,
in which the amount involved exceeds the lesser of (A) $120,000 or (B) one percent of our average total assets at year-end for the last
two completed fiscal years, and in which any director or executive officer, or any security holder who is known by us to own of record
or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons,
has an interest (other than compensation to our officers and directors in the ordinary course of business).

 Messrs.
Fruchtzweig, Korman and Brickman are "independent" directors based on the definition of independence in the listing standards
of the NASDAQ Stock Market LLC ("NASDAQ").

 Policies
and Procedures for Related Party Transactions

 All
future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no
less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors
who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.

 Item
14. Principal Accounting Fees and Services

 Mazars
USA LLP ("Mazars") has served as our independent auditors since March 9, 2020. The appointment of Mazars as our independent
public accountants was unanimously approved by the Audit Committee and our Board of Directors.

 The
following table sets forth the aggregate fees paid by the Company for the fiscal years ended December 31, 2023 and 2022 to our independent
auditors:

 Auditors

 Years

 Audit
 Fees

 Tax
 Fees

 All
 Other Fees

 Mazars
 USA LLP

 2023

 $
 368,440

 $
 31,200

 $
 -

 Mazars
 USA LLP

 2022

 $
 319,750

 $
 11,000

 $
 7,500

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules

 a)

 The following documents are filed as part of this Annual Report
on Form 10-K

 (1)

 Financial Statements

 See Index to Financial
 Statements on page F-1 of this Annual Report on Form 10-K

 (2)

 Financial Statement Schedules

 Schedules not listed above
 have been omitted because they are not required, not applicable, or the required information is otherwise included elsewhere in Annual
 Report on Form 10-K.

 (3)

 Exhibits

 Item
16. Form 10-K Summary

 Not

 Report
of Independent Registered Public Accounting Firm PCAOB ID 339

 To
the Stockholders and the Board of Directors of

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Reliance Global Group, Inc. and Subsidiaries (the "Company")
as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders' equity (deficit), and cash flows
for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "consolidated
financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years
in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 F- 1

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts
or disclosures to which they relate.

 Impairment
Evaluation of Goodwill

 Critical
Audit Matter Description

 As
described in Notes 6 to the consolidated financial statements, the Company's consolidated goodwill balance was approximately $6.7
million as of December 31, 2023. Management tests goodwill for impairment at least annually, or more frequently should an event or a
change in circumstances occur that would indicate the carrying value may be impaired. If the carrying amount of a reporting unit exceeds
its fair value, an impairment is recorded equal to the amount by which the carrying value exceeds the fair value, up to the amount of
goodwill associated with the reporting unit. As a result of management's assessment, the Company recognized impairment charges
of $7.6 million related to goodwill during the year ended December 31, 2023.

 The
principal considerations for our determination that the goodwill impairment assessment was a critical audit matter are that there is
significant judgment in selection of the valuation methods to use, along with assumptions used to estimate the future revenues and cash
flows, including revenue growth rates, operating expenses and cash outflows necessary to support the cash flows, weighted average cost
of capital and future market conditions as well as the valuation methodologies applied by the Company. This in turn led to a high degree
of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to managements inputs and
selection of methods used. In addition, the audit effort involved the use of auditor employed professionals with specialized skill and
knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

 How
the Critical Matter Was Addressed in the Audit

 The
primary audit procedures we performed to address this critical audit matter included:

 -

 Obtaining
 an understanding over the Company's process for evaluation whether an event of a change in circumstances occur that would indicate
 the carrying value of goodwill may be impaired.

 -

 Utilizing
 a firm employed valuation specialist with the skills and knowledge to assist in: (i) evaluating and challenging the reasonableness
 of the valuation methods selected by management to determine the fair value of the Company, (ii) evaluating management's significant
 assumptions by comparing inputs to market data (iii) performing a control premium sensitivity study to determine the impact to the
 market participant acquisition approach, and (iv) performing recalculations of the method utilized by management.

 -

 Testing
 the completeness and accuracy of the underlying data utilized by management in their evaluation of goodwill impairment.

 /s/
 Mazars USA LLP

 We
have served as the Company's auditor since 2020.

 Fort
 Washington, Pennsylvania

 April
4, 2024

 F- 2

 Consolidated
Balance Sheets

 December 31

 2023

 2022

 Assets

 Current assets:

 Cash

 $
 1,329,016

 $
 505,410

 Restricted cash

 1,409,895

 1,404,359

 1,298,863

 994,321

 Accounts receivable, related parties

 6,603

 18,292

 6,603

 18,292

 11,464

 Prepaid expense and other current assets

 333,756

 245,535

 Current assets - discontinued operations

 -

 85,998

 Total current assets

 4,379,032

 3,265,379

 Property and equipment, net

 139,999

 162,767

 Right-of-use assets

 739,830

 1,018,952

 Investment in NSURE, Inc.

 -

 900,000

 Intangibles, net

 11,042,757

 13,439,369

 6,693,099

 14,287,099

 Other non-current assets

 20,292

 23,284

 Other assets - discontinued operations

 -

 5,330,879

 Total assets

 $
 23,015,009

 $
 38,427,729

 Liabilities and stockholders' equity

 Current liabilities:

 Accounts payable and other accrued liabilities

 $
 835,483

 $
 951,382

 Short term financing agreements

 56,197

 154,017

 Current portion of loans payables, related parties

 454,953

 1,422,249

 Other payables

 7,414

 101,113

 Current portion of long-term debt

 1,390,766

 1,118,721

 Current portion of leases payable

 285,171

 339,937

 Earn-out liability, current portion

 159,867

 2,153,478

 Current liabilities - discontinued operations

 -

 1,600,636

 Total current liabilities

 3,189,851

 7,841,533

 Loans payable, related parties, less current portion

 897,529

 122,266

 Convertible debt, related parties, less current portion

 -

 1,500,000

 Long term debt, less current portion

 11,026,971

 12,349,673

 Leases payable, less current portion

 484,335

 714,068

 Earn-out liability, less current portion

 -

 556,000

 Warrant liabilities

 268,993

 6,433,150

 Total liabilities

 15,867,679

 29,516,690

 Stockholders' equity:

 Preferred stock, $ 0.086 par value; 750,000,000 shares authorized and 0 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 -

 -

 Common stock, $ 0.086 par value; 2,000,000,000 shares authorized and 4,761,974 and 1,219,573 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 409,509

 104,883

 Additional paid-in capital

 45,739,786

 35,798,139

 Accumulated deficit

 ( 39,001,965
)

 ( 26,991,983
)

 Total stockholders' equity

 7,147,330

 8,911,039

 Total liabilities and stockholders' equity

 $
 23,015,009

 $
 38,427,729

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 3

 Consolidated
Statements of Operations

 Year ended

 Year ended

 December 31, 2022

 Revenue

 Commission income

 $
 13,731,826

 $
 11,761,882

 Total revenue

 13,731,826

 11,761,882

 Operating expenses

 Commission expense

 3,732,939

 3,140,725

 Salaries and wages

 7,503,052

 7,508,312

 General and administrative

 4,089,989

 4,959,151

 Marketing and advertising

 364,974

 170,311

 Change in estimated acquisition earn-out payables

 Depreciation and amortization

 2,609,191

 2,563,518

 -

 Total operating expenses

 27,611,018

 18,342,541

 Loss from operations

 ( 13,879,192
)

 ( 6,580,659
)

 Other income (expense)

 Interest expense

 ( 1,506,186
)

 ( 911,106
)

 Interest expense, related parties

 ( 150,067
)

 ( 6,920
)

 Interest expense

 ( 150,067
)

 ( 6,920
)

 Other expense, net

 6,530

 ( 4,341
)

 Recognition and change in fair value of warrant liabilities

 5,503,647

 29,064,958

 Total other income (expense)

 3,853,924

 28,142,591

 Loss (income) from continuing operations before tax

 ( 10,025,268
)

 21,561,932

 Loss from discontinued operations before tax

 ( 1,984,714
)

 ( 15,095,770
)

 Net (loss) income

 $
 ( 12,009,982
)

 $

 Basic
 (loss) earnings per share

 Continuing operations

 $
 ( 4.46
)

 $
 13.36

 Discontinued operations

 $
 ( 0.70
)

 $
 ( 13.78
)

 Basic loss per share

 $
 ( 5.16
)

 $
 ( 0.42
)

 Diluted (loss) earnings per share

 Continuing operations

 $
 ( 4.46
)

 $
 13.36

 Discontinued operations

 $
 ( 0.70
)

 $
 ( 13.78
)

 Diluted loss per share

 $
 ( 5.16
)

 $
 ( 0.42
)

 Weighted average number of shares outstanding – Basic

 2,820,275

 1,094,781

 Weighted average number of shares outstanding – Diluted

 2,820,275

 1,094,989

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 4

 Consolidated Statements of Stockholders' Equity

 capital

 Deficit

 Total

 Preferred
 stock

 stock

 Additional
 paid-in

 Accumulated

 capital

 Deficit

 Total

 Balance, December 31, 2022

 -

 $
 -

 1,219,573

 $

 104,883

 $
 35,798,139

 -

 $
 ( 26,991,983
)

 $
 8,911,039

 Share based compensation

 766,596

 65,928

 809,178

 -

 875,106

 -

 Common shares issued for earnout liabilities

 636,228

 54,714

 2,946,331

 -

 3,001,045

 -

 Common shares issued to settle convertible debt, related parties

 66,743

 5,740

 639,260

 -

 645,000

 -

 Round up of shares due to reverse split

 15,336

 1,300

 ( 1,300
)

 -

 -

 -

 Shares issued in 2023 private placement

 155,038

 13,333

 3,433,151

 -

 3,446,484

 -

 Common shares issued for services

 260,602

 22,412

 567,448

 -

 589,860

 Common shares issued for Series B warrants

 373,264

 32,100

 628,410

 -

 660,510

 -

 Common shares issued for Series E warrants

 897,594

 77,193

 ( 78,897
)

 -

 ( 1,704
)

 -

 Common shares issued for Series F
 warrants

 371,000

 31,906

 998,066

 -

 1,029,972

 Net loss

 -

 -

 -

 -

 ( 12,009,982
)

 ( 12,009,982

)

 Balance, December 31, 2023

 --

 --

 4,761,974

 $
 409,509

 -

 $

 45,739,786

 -

 $
 ( 39,001,965
)

 $
 7,147,330

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 5

 Consolidated Statements of Stockholders' Equity

 capital

 Receivable

 Deficit

 Total

 Preferred stock

 Common stock

 Additional
 paid-in

 Subscription

 Accumulated

 capital

 Receivable

 Deficit

 Total

 Balance, December 31, 2021

 -

 $
 -

 730,407

 $
 62,815

 $
 27,329,201

 $
 ( 20,000,000
)

 $
 ( 33,458,145
)

 $
 ( 26,066,129
)

 Balance

 -

 $
 -

 730,407

 $
 62,815

 $
 27,329,201

 $
 ( 20,000,000
)

 $
 ( 33,458,145
)

 $
 ( 26,066,129
)

 Share based compensation

 -

 -

 -

 -

 1,249,873

 -

 -

 1,249,873

 Shares issued in private placement

 9,076

 178,060

 15,313

 ( 16,043
)

 20,000,000

 -

 20,000,051

 Shares issued pursuant to acquisition

 -

 -

 40,402

 3,475

 4,759,976

 -

 -

 4,763,451

 Series A warrants

 -

 -

 25,000

 2,150

 2,472,850

 -

 -

 2,475,000

 Issuance of Series C warrants in exchange for common shares

 ( 218,462
)

 ( 18,788
)

 18,788

 -

 -

 -

 Shares issued for vested stock awards

 -

 -

 14,675

 1,262

 ( 1,262
)

 -

 -

 -

 Issuance of common stock for conversion of Series C warrants

 -

 -

 218,462

 18,788

 ( 17,452
)

 -

 -

 1,336

 Issuance of common stock for conversion of Series D warrants

 -

 -

 81,423

 7,002

 ( 6,207
)

 -

 -

 Issuance of common stock for conversion of Series B warrants

 -

 -

 1,667

 12,357

 -

 -

 12,500

 Warrant liability reclassified to equity upon exercise of Series B Warrants

 -

 -

 -

 -

 8,000

 -

 -

 8,000

 Shares issued due to conversion of preferred stock

 ( 9,076
)

 ( 781
)

 147,939

 12,723

 ( 11,942
)

 -

 -

 -

 Net Income

 -

 -

 -

 -

 -

 -

 Net
 Income (loss)

 -

 -

 -

 -

 -

 -

 Balance, December 31, 2022

 -

 -

 1,219,573

 $
 104,883

 $
 35,798,139

 -

 $
 ( 26,991,983
)

 $
 8,911,039

 Balance

 -

 -

 1,219,573

 $
 104,883

 $
 35,798,139

 -

 $
 ( 26,991,983
)

 $
 8,911,039

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 6

Global Group, Inc. and Subsidiaries and Predecessor

 Consolidated
Statements of Cash Flows

 2023

 2022

 For the year ended December 31,

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net (Loss) income

 ( 12,009,982
)

 Adjustment to reconcile net income to net cash used in operating activities:

 Depreciation and amortization

 2,609,191

 2,563,518

 -

 Amortization of debt issuance costs and accretion of debt discount

 46,883

 41,875

 Non-cash lease expense

 ( 5,377
)

 21,452

 Share based compensation expense

 875,106

 1,249,873

 Share based payments to service providers

 397,049

 -

 Recognition and change in fair value of warrant liability

 ( 5,503,647
)

 ( 29,064,958
)

 Change in estimated acquisition earn-out payables

 Change in operating assets and liabilities:

 ( 304,542
)

 123,096

 Accounts receivable, related parties

 11,689

 ( 11,161
)

 10,565

 ( 11,464
)

 Prepaid expense and other current assets

 104,590

 2,501,023

 Other non-current assets

 2,992

 ( 6,492
)

 Accounts payables and other accrued liabilities

 ( 48,266
)

 ( 1,811,237
)

 Other payables

 ( 93,699
)

 269,613

 Net cash used in continuing operating activities

 ( 4,596,575
)

 ( 17,668,176
)

 Net cash provided by discontinued operating activities

 3,748,605

 14,478,179

 Net cash used in continuing and
 discontinued operating activities

 ( 847,970
)

 ( 3,189,997
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of property and equipment

 ( 22,864
)

 ( 61,454
)

 Purchase of intangible assets

 ( 166,947
)

 ( 740,922
)

 Proceeds from sale of investment in NSURE

 900,000

 450,000

 Business acquisitions, net of cash acquired

 -

 ( 6,000,000
)

 Net cash provided and used in continuing
 investing activities

 710,189

 ( 6,352,376
)

 Net cash used in discontinued investing activities

 -

 ( 18,289,936
)

 Net cash provided and used in
 continuing and discontinued investing activities

 710,189

 ( 24,642,312
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Principal repayments of debt

 ( 1,090,622
)

 ( 875,010
)

 Debt issuance costs

 -

 ( 214,257
)

 Loans acquired through acquisitions

 -

 6,520,000

 Issuance of common shares in exchange for Series B warrants

 -

 12,500

 Issuance of common shares in exchange for Series C warrants

 -

 2,131

 Proceeds from short term financing

 241,975

 -

 Principal repayments of short-term financings

 ( 322,095
)

 ( 310,383
)

 Payments of loans payable, related parties

 ( 1,045,164
)

 ( 184,252
)

 Cash payments and proceeds of convertible debt, related parties

 ( 855,000
)

 1,500,000

 Cash payments on earn-out liability

 ( 419,225
)

 ( 1,704,924
)

 Proceeds from exercise of warrants into common stock

 1,028,270

 2,475,000

 Private Placement of shares and warrants

 3,446,484

 17,853,351

 Net cash provided from continuing financing activities

 984,623

 25,074,156

 Net cash used and provided from discontinued financing
 activities

 ( 17,700
)

 47,200

 Net cash provided from continuing and discontinued financing activities

 966,923

 25,121,356

 Net increase and decrease in cash and restricted cash

 829,142

 ( 2,710,953
)

 Cash and restricted cash at beginning of year

 1,909,769

 4,620,722

 Cash and restricted cash at end of year

 2,738,911

 1,909,769

 SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS:

 Cash paid during the period for:

 Interest

 $
 1,612,829

 $
 863,936

 Noncash investing and financing transactions:

 Common shares issued to settle convertible debt, related parties

 645,000

 -

 Common shares issued for earnout liabilities

 3,001,045

 -

 Common shares issued for Series B warrants

 660,510

 8,000

 Common shares issued for Series D Warrants

 -

 36,761

 Common shares issued for preferred stock

 -

 190,069

 Common stock issued for pre-paid assets

 192,811

 -

 Issuance of Series D Warrants

 -

 6,930,335

 Issuance of placement agent warrants

 -

 1,525,923

 Acquisition of business deferred purchase price liability

 1,125,000

 Lease assets acquired in exchange for lease liabilities

 156,542

 310,146

 Noncash investing and financing transactions, discontinued operations

 5,081,309

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 7

 Notes
to the Consolidated Financial Statements

 NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Global Group, Inc. (formerly known as Ethos Media Network, Inc.) ("RELI", "Reliance", or the "Company")
was incorporated in Florida on August 2, 2013.

 On
April 26, 2022, the Company acquired the assets of Barra & Associates, LLC., an unaffiliated full-service insurance agency headquartered
in Illinois (see Note 3).

 NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation and Principles of Consolidation

 The
accompanying 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 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.

 Liquidity

 As
of December 31, 2023, the Company's reported cash and restricted cash aggregated balance was approximately $ 2,739,000,
current assets were approximately $ 4,379,000,
while current liabilities were approximately 3,190,000.
As of December 31, 2023, the Company had working capital of approximately $ 1,189,000
and stockholders' equity of approximately $ 7,147,000.
For the year ended December 31, 2023, the Company reported a loss from operations of approximately $ 13,879,000,
of which $ 7,594,000 was related to goodwill impairment. The Company also reported a non-cash, non-operating gain on the recognition and
change in fair value of warrant liabilities of approximately $ 5,504,000,
other expense, primarily interest expense of approximately $ 1,650,000,
which resulted in a loss from continuing operations of $ 10,025,000.
Additionally, the Company reported a loss from discontinued operations of approximately $ 1,985,000.
The total net loss of the company was approximately $ 12,010,000.
The Company completed a capital offering in March 2023, raising net proceeds of approximately $ 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 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.

 F- 8

 Cash
and Restricted Cash

 Cash
consists of checking accounts. The Company considers all highly liquid investments with an original maturity of three months or less
to be cash equivalents.

cash includes cash pledged as collateral to secure obligations and/or all cash whose use is otherwise limited by contractual provisions.

 At
times, some cash balances held in banks may exceed the Federal Deposit Insurance Corporation, or FDIC, standard deposit insurance limit
of $ 250,000.

 The
reconciliation of cash and restricted cash reported within the applicable balance sheet accounts that sum to the total of cash and restricted
cash presented in the statement of cash flows is as follows:

OF RESTRICTED CASH IN STATEMENT OF CASH FLOW

31,

 2023

31,

 2022

 Cash

 $
 1,329,016

 $
 505,410

 Restricted cash

 1,409,895

 1,404,359

 Total cash and restricted cash

 $
 2,738,911

 $
 1,909,769

and Equipment

and equipment is stated at cost, less accumulated depreciation. Depreciation is recognized over an asset's estimated useful life
using the straight-line method beginning on the date an asset is placed in service. The Company regularly evaluates the estimated remaining
useful lives of the Company's property and equipment to determine whether events or changes in circumstances warrant a revision
to the remaining period of depreciation. Certain capitalized software has been reclassified in the consolidated balance sheet from property
and equipment, net to intangibles, net and comparative periods have been adjusted accordingly. Maintenance and repairs are charged to
expense as incurred. Estimated useful lives of the Company's Property and Equipment are as follows:

 SCHEDULE OF ESTIMATED USEFUL LIVE PROPERTY AND EQUIPMENT

 Useful Life (in years)

 Computer equipment

 Office equipment and furniture

 Leasehold improvements

 Shorter of the useful life or the lease term

 Fair
Value of Financial Instruments

 Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:

 Level
1 — Observable inputs that reflect 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.

 As
of December 31, 2023, and 2022 respectively, the Company's balance sheet includes certain financial instruments, including cash,
notes receivables, accounts payable, and short and long-term debt. The carrying amounts of current assets and current liabilities approximate
their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
The carrying amounts of long-term debt approximate their fair value as the variable interest rates are based on a market index.

 F- 9

 Warrant
Liabilities: The Company's warrant liabilities (see Note 9, Warrant Liabilities) represent liability-classified derivative
financial instruments recorded at fair value on a recurring basis. The fair value of the Warrant Liabilities includes significant inputs
unobservable in the market and thus are considered Level 3. The Company measured the fair value of the warrant liabilities at the issuance
date, December 12, 2023, and subsequently at the balance sheet date, using a binomial option pricing model. The following summarizes
the significant unobservable inputs:

 SCHEDULE OF WARRANT LIABILITY

 2023

 2022

 Stock price

 $
 0.54

 $
 8.55

 Volatility

 110.0
 %

 105.0
 %

 Time to Expiry

 4.99

 4.01

 Dividend yield

 %

 %

 Risk free rate

 3.8
 %

 4.1
 %

 Warrant
Liabilities

 3.8
 %

 4.1
 %

 The
following reconciles the warrant liabilities for the years ended December 31, 2023 and 2022:

OF RECONCILES WARRANT COMMITMENT

 Years ended December 31, 2023 and 2022

 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 (gain) loss

 17,408,311

 ( 48,668,869
)

 ( 1,477,024
)

 ( 32,737,582
) 1

 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

 Beginning balance, December 31, 2022

 $
 -

 $
 6,384,250

 $
 48,900

 $
 6,433,150

 Unrealized (gain) loss

 ( 5,534,931
)

 ( 48,575
)

 ( 5,583,506
) 2

 Warrants exercised or exchanged

 -

 ( 580,651
)

 -

 ( 580,651
)

 Ending balance, December 31, 2023

 -

 $
 268,668

 $

 $
 268,993

 Recognition and change
 in fair value of warrant liabilities per income statement is $ 29,064,958. The difference of $ 3,672,624 is made up of the Warrant
 issuance costs.

 Recognition and change in fair value of warrant liabilities per income statement is $ 5,503,647. The difference of
$ 79,859 was due to a loss on a warrant exchange.

 Earn-out
liabilities: The Company generally values its Level 3 earn-out liabilities using the income valuation approach. Key valuation inputs
include contingent payment arrangement terms, projected revenues and cash flows, rate of return, and probability assessments. The following
table summarizes the significant unobservable inputs used in the fair value measurements:

OF FAIR VALUE MEASUREMENTS

 31, 2023

 Valuation technique

 Discounted cash
 flow

 Discounted cash
 flow

 Significant unobservable
 input

 Projected
 revenue and probability of achievement

 Projected
 revenue and probability of achievement

 F- 10

 The
Company values its Level 3 earn-out liability related to the Southwestern Montana Insurance Center 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:

OF LEVEL 3 FAIR VALUE MEASUREMENTS

 2023

 Volatility

 %

 Credit Spread

 7.73
 %

 Number of trading days

 Risk free rate

 5.34
 %

 Remaining term (years)

 0.2

 Stock Price

 $
 0.54

 Dividend Yield

 %

 Number of Iterations

 100,000

 Undiscounted
remaining earn out cash payments were approximately $ 165,000 as of December 31, 2023. The following table reconciles fair value of
earn-out liabilities for the years ending December 31, 2023 and 2022:

OF GAIN OR LOSSES RECOGNIZED FAIR VALUE

 2023

 2022

 Beginning balance – January 1

 $
 2,709,478

 $
 3,813,878

 Acquisitions and Settlements

 ( 3,260,403
)

 ( 1,104,924
)

 Period adjustments:

 Fair
 value and estimate changes *

 Earn-out payable in common shares

 ( 159,867
)

 -

 Earn-out transferred to loans payable, related parties

 ( 846,214
)

 -

 Ending balance

 $
 159,867

 $
 2,709,478

 Less: Current portion

 ( 159,867
)

 ( 2,153,478
)

 Ending balance, less current portion

 $
 -

 $
 556,000

 *

 Recorded as change in estimated acquisition earn-out payables on the consolidated statements of operations.

 Deferred
Financing Costs

 The
Company has recorded deferred financing costs because of fees incurred by the Company in conjunction with its debt financing activities.
These costs are amortized to interest expense using the straight-line method which approximates the interest rate method over the term
of the related debt. As of December 31, 2023, and 2022, unamortized deferred financing costs were $ 273,864, and $ 313,829, respectively and
are netted against the related debt.

 Business
Combinations

 The
Company accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, assets acquired,
liabilities assumed, and consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived
intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values
of the net assets acquired is recorded as goodwill.

represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination.
Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. If the business combination
provides for contingent consideration such as earn-outs, the Company records the contingent consideration at fair value at the acquisition
date. The Company remeasures fair value as of each reporting date and changes resulting from events after the acquisition date, are recognized
as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent
settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value
and accretion costs are recognized in earnings.

 F- 11

 Identifiable
Intangible Assets, net

 Finite-lived
intangible assets such as customer relationships assets, trademarks and tradenames are amortized over their estimated useful lives, generally
on a straight-line basis for periods ranging from 3 to 20 years. Finite-lived intangible assets are reviewed for impairment or obsolescence
whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of intangible
assets is measured by a comparison of the carrying amount of the asset to the future undiscounted net cash flows expected to be generated
by that asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
amount of the asset exceeds the estimated fair value. No impairment was recognized during the periods presented.

and other indefinite-lived intangibles

 The
Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible
and intangible assets acquired. Goodwill is assigned on the acquisition date and tested for impairment at least annually, or more frequently
when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its
carrying value. Similarly, indefinite-lived intangible assets (if any) other than goodwill are tested annually or more frequently if
indicated, for impairment. If impaired, intangible assets are written down to fair value based on the expected discounted cash flows.

 Financial
Instruments

 The
Company evaluates issued financial instruments for classification as either equity or liability based on an assessment of the
financial instrument's specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity
("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815") as well as in accordance with ASU 2020-06. The assessment considers whether the
financial instruments issued are freestanding pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and, if
applicable whether the financial instruments meet all of the requirements for equity classification under ASC 815, including whether
the financial instruments are indexed to the Company's own Common Stock, among other conditions for equity classification.
This assessment, which requires the use of professional judgment, is conducted at the time of issuance and as of each subsequent
reporting period end date while the financial instruments are outstanding. Financial instruments that are determined to be
liabilities under ASC 480 or ASC 815 are held at their initial fair value and remeasured to fair value at each subsequent reporting
date, with changes in fair value recorded as a non-operating, non-cash loss or gain, as applicable.

 The
Company's financial instruments consist of derivatives related to the warrants issued with the securities purchase agreement as
discussed in Note 9, Warrant Liabilities. The accounting treatment of derivative financial instruments requires that we record
the derivatives at their fair values as of the inception date of the debt agreements and at fair value as of each subsequent balance
sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date. Upon the determination
that an instrument is no longer subject to derivative accounting, the fair value of the derivative instrument at the date of such determination
will be reclassified to paid in capital.

 The adoption of Topic 326 did not significantly change our approach to
the valuation of trade receivables. The Company determines whether there is an expected loss on our accounts receivable by reviewing all
available data, including our customers' latest available financial statements, their credit standing, our historical collection experience,
and current and future market and economic conditions. As of December 31, 2023, and December 31, 2022, it was not deemed necessary to
recognize any allowance for credit losses on our trade receivables.

 Revenue
Recognition

 The
Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606 Revenue from Contracts with Customers
which at its core, recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration
the entity expects to be entitled to in exchange for those goods or services.

 The
Company's revenue is primarily comprised of agency commissions earned from insurance carriers (the "Customer" or "Carrier")
related to insurance plans produced through brokering, producing, and servicing agreements between insurance carriers and members. The
Company defines a "Member" as an individual, family or entity currently covered or seeking insurance coverage.

 F- 12

 The
Company focuses primarily on agency services for insurance products in the "Healthcare" and property and casualty, which
includes auto (collectively "P&C") space, with nominal activity in the life insurance and bond sectors. Healthcare includes
plans for individuals and families, Medicare supplements, ancillary and small businesses. The Company also earns revenue in the "Insurance
Marketing" space as discussed further below.

 Consideration
for all agency services typically is based on commissions calculated by applying contractual commission rates to policy premiums. For
P&C, commission rates are applied to premiums due, whereas for healthcare, commission rates, including override commissions, are
applied to monthly premiums received by the Carrier.

 The
Company has two forms of billing practices, "Direct Bill" and "Agency Bill". With Direct Bill, Carriers bill
and collect policy premium payments directly from Members without any involvement from the Company. Commissions are paid to the Company
by the Carrier in the following month. With Agency Bill, the Company bills Members premiums due and remits them to Carriers net of commission
earned.

 The
following outlines the core principles of ASC 606:

 Identification
of the contract, or contracts, with a customer. A contract with a customer exists when (i) we enter into an enforceable contract
with a customer that defines each party's rights regarding the goods or services to be transferred and identifies the payment terms
related to these goods or services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially
all consideration for goods or services that are transferred is probable based on the customer's intent and ability to pay the
promised consideration.

 Identification
of the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods
or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the
goods or service either on its own or together with other resources that are readily available from third parties or from us, and are
distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises
in the contract.

 Determination
of the transaction price. The transaction price is determined based on the consideration to which we will be entitled in exchange
for transferring goods or services to the customer.

 Allocation
of the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation,
the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations
require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis.

 Recognition
of revenue when, or as, the Company satisfies a performance obligation. The Company satisfies performance obligations either over
time or at a point in time, as discussed in further detail below. Revenue is recognized at the time the related performance obligation
is satisfied by transferring the promised good or service to the customer.

 Healthcare
revenue recognition:

 The
Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members.

 There
typically is one performance obligation in contracts with Carriers, to perform agency services that culminate in monthly premium cash
collections by the Carrier. The performance obligation is satisfied through a combination of agency services including, marketing carrier's
insurance plans, soliciting Member applications, binding, executing and servicing insurance policies on a continuous basis throughout
a policy's life cycle which includes and culminates with the Customer's collection of monthly premiums. No commission is
earned if cash is not received by Carrier. Thus, commission revenue is earned only after a month's cash receipts from Members'
dues is received by the Customer. Each month's Carrier cash collections is considered a separate unit sold and transferred to the
Customer i.e., the satisfaction of that month's performance obligation.

 F- 13

 Transaction
price is typically stated in a contract and usually based on a commission rate applied to Member premiums paid and received by Carrier.
The Company generally continues to receive commission payments from Carriers until a Member's plan is cancelled or the Company
terminates its agency agreement with the Carrier. Upon termination, the Company normally will no longer receive any commissions from
Carriers even on business still in place. In some instances, trailing commissions could occur which would be recognized similar to other
Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary.

 Healthcare
typically utilizes the Direct Bill method.

 The
Company recognizes revenue at a point in time when it satisfies its monthly performance obligation and control of the service transfers
to the Customer. Transfer occurs when Member insurance premium cash payments are received by the Customer. The Customer's receipt
of cash is the culmination and complete satisfaction of the Company's performance obligation, and the earnings process is complete.

 With
Direct Bill, since the amount of monthly Customer cash receipts is unknown to the Company until the following month when notice is provided
by Customer to Company, the Company accrues revenue at each period end. Any estimated revenue accrued and recognized at a period-end
is trued up for financial reporting per actual revenue earned as provided by the Customer during the following month.

 P&C
revenue recognition:

 The
Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to Members.

 There
typically is one performance obligation in contracts with Customers, to perform agency services to solicit, receive proposals and bind
insurance policies culminating with policy placement. Commission revenue is earned at the time of policy placement.

 Transaction
price is typically stated in a contract and usually based on commission rates applied to Member premiums due. With one performance obligation,
allocation of transaction price is normally not necessary.

 P&C
utilizes both the Agency Bill and Direct Bill methods, depending on the Carrier.

 The
Company recognizes revenue at a point in time when it satisfies its performance obligation and control of the service transfers to the
Customer. Transfer occurs when the policy placement process is complete.

 With
both Direct Bill and Agency Bill, the Company accrues commission revenue in the period policies are placed. With Agency Bill, payment
is typically received from Members in the month earned, however with Direct Bill, payment is typically received from Carriers in the
month subsequent to the commissions being earned.

 Other
revenue policies: Insurance commissions earned from Carriers for life insurance products are recorded gross of amounts due to agents,
with a corresponding commission expense for downstream agent commissions being recorded as commission expense within the condensed consolidated
statements of operations.

 When
applicable, commission revenue is recognized net of any deductions for estimated commission adjustments due to lapses, policy cancellations,
and revisions in coverage.

 The
Company could earn additional revenue from contingent commissions, profit-sharing, override and bonuses based on meeting certain revenue
or profit targets established periodically by the Carriers (collectively, "Contingent Commissions"). Contingent Commissions
are earned when the Company achieves targets established by Carriers. The Carriers notify the Company when it has achieved the target.
The Company recognizes revenue for any Contingent Commissions at the time it is reasonably assured that a significant revenue reversal
is not probable, which is generally when a Carrier notifies the Company that it is on track or has earned a Contingent Commission.

 F- 14

 The
following table disaggregates the Company's revenue by line of business, showing commissions earned:

OF DISAGGREGATION REVENUE

 Year ended

 Medical

 Life

 Property and Casualty

 Total

 EBS

 $
 883,327

 $
 22,114

 $
 -

 $
 905,441

 USBA

 43,193

 3184

 -

 46,377

 CCS/UIS

 -

 -

 289,486

 289,486

 1,863,455

 12,488

 -

 1,875,943

 1,161,506

 5,487

 1,044,592

 2,211,585

 5,454,654

 -

 -

 5,454,654

 Kush

 1,209,854

 -

 -

 1,209,854

 Reli Exchange

 209,615

 127,486

 1,401,385

 1,738,486

 Total

 $
 10,825,064

 $
 170,759

 $
 2,735,463

 $
 13,731,826

 Year
 ended

 Medical

 Life

 and Casualty

 Total

 EBS

 $

 781,570

 $

 16,843

 $

 -

 $

 798,413

 USBA

 51,006

 1462

 -

 52,468

 CCS/UIS

 -

 -

 254,325

 254,325

 1,860,475

 7,661

 -

 1,868,136

 1,267,945

 6705

 842,961

 2,117,611

 4,041,495

 2954

 -

 4,044,449

 Kush

 1,535,416

 1040

 -

 1,536,456

 Reli
 Exchange

 152,094

 106,052

 831,878

 1,090,024

 Total

 $

 9,690,001

 $

 142,717

 $

 1,929,164

 $

 11,761,882

 General
and Administrative

 General
and administrative expenses primarily consist of personnel costs for the Company's administrative functions, professional service
fees, office rent, all employee travel expenses, and other general costs.

 Marketing
and Advertising

 The
Company's direct channel expenses primarily consist of costs for e-mail marketing and newspaper advertisements. The Company's
online advertising channel expense primarily consist of social media ads. Advertising costs for both direct and online channels are expensed
as incurred.

 Equity-Based Compensation

 Equity-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a
straight-line basis over the requisite service period, based on the terms of the awards. The fair value of the stock-based payments
to nonemployees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there
is a contractual term for services in which case such compensation would be amortized over the contractual term. To the extent
possible, the Company will estimate and recognize expected forfeitures.

 F- 15

 Leases

 The
Company recognizes leases in accordance with Accounting Standards Codification Topic 842, "Leases" ("ASC 842"
or "ASU 2016-12"). This standard provides enhanced transparency and comparability by requiring lessees to record right-of-use
assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases are recognized as a
single lease expense, generally on a straight-line basis.

 The
Company is the lessee in a contract when the Company obtains the right to use an asset. We currently lease real estate and office space
under non-cancelable operating lease agreements. When applicable, consideration in a contract is allocated between lease and non-lease
components. Lease payments are discounted using the implicit discount rate in the lease. If the implicit discount rate for the lease
cannot be readily determined, the Company uses an estimate of its incremental borrowing rate. The Company did not have any contracts
accounted for as finance leases as of December 31, 2023, or 2022. Operating leases are included in the line items right-of-use assets,
current portion of leases payable, and leases payable, less current portion in the consolidated balance sheets. Right-of-use ("ROU")
asset represents the Company's right to use an underlying asset for the lease term and lease obligations represent the Company's
obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum
lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded
on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in the consolidated statement of operations.
The Company determines a lease's term by agreement with lessor and includes lease extension options and variable lease payments
when option and/or variable payments are reasonably certain of being exercised or paid.

 Income
Taxes

 The
Company recognizes deferred tax assets and liabilities using enacted tax rates for the effect of temporary differences between the book
and tax basis of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than
not that some portion or all of the deferred tax asset will not be realized. In evaluating its ability to recover deferred tax assets
within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including the expected
reversals of taxable temporary differences, projected future taxable income, taxable income available via carryback to prior years, tax
planning strategies, and results of recent operations. The Company assesses the realizability of its deferred tax assets, including scheduling
the reversal of its deferred tax assets and liabilities, to determine the amount of valuation allowance needed. Scheduling the reversal
of deferred tax asset and liability balances requires judgment and estimation. The Company believes the deferred tax liabilities relied
upon as future taxable income in its assessment will reverse in the same period and jurisdiction and are of the same character as the
temporary differences giving rise to the deferred tax assets that will be realized.

 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, as well as, its short-term
financing arrangement of $ 29,500, and each are respectively classified at their adjusted book values in the intangible assets and short
term financing agreements accounts in the condensed consolidated balance sheets for the periods ended December 31, 2023 and December 31,
2022. These assets have continued value to the Company and have not been impaired as the fair value exceeds carrying cost. Medigap's
remaining assets were considered to have no remaining asset value and were fully impaired. Certain liabilities and estimated liabilities
as outlined in the tables herein, were discharged and/or written-off in conjunction with the Settlement Agreement (as defined below) because
of them having a net zero dollar estimated liability value. Accordingly, the Company recognized a net of estimated liability adjustments
gain/loss of approximately $ 0, and an impairment loss of approximately $ 4,400,000, presented in income (loss) from discontinued operations
in the consolidated statements of operations for the year ended December 31, 2023. As part of the abandonment, the Company cancelled third
party contracts, settled outstanding vendor and other third-party obligations, ceased to enter new customer contracts via Medigap, and
no further customer performance obligations existed. 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.

 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, net of costs, of $ 2,761,190 and was released from all past
and future Medigap obligations and liabilities. The settlement payment was received in full by the Company in July 2023 and is recorded
as income from discontinued operations in the condensed consolidated statements of operations for the year ended December 31, 2023.

 The following tables present the major components
of assets and liabilities included in discontinued operations on the condensed consolidated balance sheets.

OF DISCONTINUED OPERATIONS ON CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS

 December 31, 2022

 $
 -

 $
 73,223

 Accounts receivable, related parties

 -

 3,595

 -

 3,595

 -

 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

 -

 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

 F- 16

 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 December 31, 2023

 $
 56,398

 $
 -

 $
 ( 56,398
)

 $
 -

 Accounts receivable, related party

 3,595

 -

 ( 3,595
)

 -

 3,595

 -

 ( 3,595
)

 -

 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
)

 -

 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
)

 $
 -

 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.

 Estimated liability write-off per net zero dollar estimated liability value.

 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.

 Year Ended

 Year Ended

 Income

 Commission income

 $
 744,030

 $
 4,994,002

 Expenses

 Commission expense

 110,639

 604,042

 Salaries and wages

 454,663

 1,973,579

 General and administrative

 129,363

 508,342

 Marketing and advertising

 426,818

 2,414,583

 Depreciation and amortization

 7,283

 238,307

 Other expenses (income)

 ( 3,902
)

 ( 22,454
)

 Total discontinued operations expenses before impairments and write-offs

 1,124,864

 5,716,399

 Total discontinued operations income / (loss) before impairments and write-offs

 $
 ( 380,834
)

 $
 ( 722,397
)

 Gains and (losses) from recoveries and impairments / write-offs of discontinued operations assets and liabilities

 Settlement Recovery, net of costs

 $
 2,761,190

 -

 Asset impairment losses

 56,398

 -

 Accounts receivable, related parties

 3,595

 -

 5,388

 -

 Property and equipment, net

 22,378

 -

 Right-of-use assets

 119,593

 -

 Intangibles, net

 312,322

 -

 4,825,634

 14,373,374

 Total asset impairments

 5,345,308

 14,373,374

 Liability write-off gains

 Accounts payable and other accrued liabilities

 4,154

 -

 Other payables

 9,842

 -

 Chargeback reserve

 831,725

 -

 Current portion of leases payable

 134,517

 -

 Total liability write-off gains

 980,238

 -

 Discontinued operations net asset and liability impairments / write-offs gains and (losses)

 4,365,070

 14,373,374

 Net gains and (losses) from recoveries and impairments / write-offs from discontinued operations assets and liabilities

 ( 1,603,880
)

 ( 14,373,374
)

 Loss from discontinued operations before tax

 ( 1,984,714
)

 ( 15,095,770
)

 Consolidated statement of operations - Loss from discontinued operations before
 tax

 $
 ( 1,984,714
)

 $
 ( 15,095,770
)

 Seasonality

 A
greater number of the Company's Medicare-related health insurance plans are sold in the fourth quarter during the Medicare annual
enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage. The majority of the Company's
individual and family health insurance plans are sold in the annual open enrollment period as defined under the federal Patient Protection
and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally
are not able to purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special
enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state.

 F- 17

 Recently
Issued Accounting Pronouncements

 In March 2024, the FASB issued ASU No. 2024-01, Compensation—Stock
Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards ("ASU 2024-01"), to clarify the scope application
of profits interest and similar awards by adding illustrative guidance in ASC 718, Compensation - Stock Compensation.
The ASU clarifies how to determine whether profits interest and similar awards are in the scope of ASC 718 and applies to all reporting
entities that account for profits interest awards as compensation to employees or non-employees. In addition to adding the illustrative
guidance, the ASU modified the language in paragraph 718-10-15-3 to improve its clarity and operability. However, this amendment
does not change the intent of that guidance, nor how it should be applied. The ASU's amendments are effective for fiscal years
beginning after December 15, 2024, including interim periods within those years. The Company is currently evaluating the effects of the
adoption of ASU No. 2024-01 on its consolidated financial statements.

 In
December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 improves the transparency of income tax disclosures by
requiring, on an annual basis, consistent categories, and greater disaggregation of information in the rate reconciliation as well as
income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company for fiscal years beginning after December 15,
2024. Early adoption is permitted. The amendments in this update should be applied prospectively, however, retrospective application
is permitted. The Company is currently evaluating the impact that this guidance will have on its disclosures.

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07
expands reportable segment disclosures by requiring disclosure, on an annual and interim basis, of significant segment expenses that
are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment
profit or loss as well as an amount and description of other segment items. ASU 2023-07 also requires interim disclosures of a reportable
segment's profit or loss and assets, disclosure of the title and position of the CODM, and an explanation of how the CODM uses
the reported measure of segment profit or loss in assessing performance and allocating resources. ASU 2023-07 is effective for the Company
for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early
adoption is permitted. The amendments in this update are required to be applied retrospectively to all prior periods presented in the
financial statements. The Company is currently evaluating the impact that this guidance will have on its disclosures.

 NOTE
3. STRATEGIC INVESTMENTS AND BUSINESS COMBINATIONS

 To
date, we have acquired ten insurance brokerages (see table below). As our acquisition strategy continues, our reach within
the insurance arena can provide us with the ability to offer lower rates, which could boost our competitive position within the industry.

 Acquired

 100% Controlled Entity

 Date

 Location

 Line
 of Business

 U.S. Benefits Alliance, LLC (USBA)

 US Benefits Alliance, LLC

 October 24, 2018

 Employee Benefit Solutions, LLC (EBS)

 Employee Benefits Solutions, LLC

 October 24, 2018

 Commercial Solutions of Insurance Agency, LLC (CCS
 or Commercial Solutions)

 Commercial Coverage Solutions LLC

 December 1, 2018

 New York

 P&C – Trucking
 Industry

 Southwestern Montana Insurance Center, Inc. (Southwestern
 Montana or Montana or SWMT)

 Southwestern Montana Insurance Center, LLC

 April 1, 2019

 Group Health Insurance

 Fortman Insurance Agency,
 LLC (Fortman or Fortman Insurance or FIS)

 Fortman Insurance Solutions, LLC

 May 1, 2019

 Ohio

 P&C
 and

 Altruis Benefits Consultants, Inc. (Altruis or ABC)

 Altruis Benefits Corporation

 September 1, 2019

 UIS Agency, LLC (UIS)

 UIS Agency, LLC

 August 17, 2020

 New York

 P&C – Trucking Industry

 J.P. Kush and Associates, Inc. (Kush)

 Kush Benefit Solutions, LLC

 May 1, 2021

 Barra & Associates, LLC (Barra)

 RELI Exchange, LLC

 April 26, 2022

 Illinois

 P&C
 and

 F- 18

 Barra
& Associates, LLC Transaction

 On
April 26, 2022, we entered into an asset purchase agreement (the "APA") with Barra & Associates, LLC ("Barra")
pursuant to which the Company purchased all of the assets of Barra & Associates, LLC on April 26, 2022 for a purchase price in the
amount of $ 7,725,000 in cash, with $ 6,000,000 paid to Barra at closing, $ 1,125,000 payable in nine months from closing, and a final earnout
of $ 600,000 payable over two years from closing based upon meeting stated milestones. The APA contains standard, commercial representations
and warranties and covenants. The source of the cash payment was $ 6,520,000 in funds borrowed from Oak Street Lending ("Loan"),
our existing lender pursuant to a Fifth Amendment to Credit Agreement and Promissory Note, of even date. The purchase price is subject
to post-closing adjustment to reconcile certain pre-closing credits and liabilities of the parties.

 The
acquisition of Barra was accounted for as a business combination in accordance with the acquisition method pursuant to FASB Topic No.
805, Business Combination (ASC 805). Accordingly, the total purchase consideration was allocated to the assets acquired, and liabilities
assumed based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets
acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition
date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant
estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing.

 The
preliminary allocation of the purchase price in connection with the acquisition of Barra was calculated as follows:

OF ALLOCATION OF PURCHASE PRICE

 Description

 Fair Value

 Weighted
 Average Useful
 Life (Years)

 Acquired accounts receivable

 $
 92,585

 Property, plant, and equipment

 8,593

 Right-of-use asset

 122,984

 Trade names

 22,000

 Customer relationships

 550,000

 Developed technology

 230,000

 Agency relationships

 2,585,000

 Lease liability

 ( 122,984
)

 4,236,822

 Indefinite

 $
 7,725,000

 F- 19

 Trade
name was measured at fair value using the relief-from-royalty method under the income approach. Significant inputs used to measure the
fair value include an estimate of projected revenue from the trade name, a pre-tax royalty rate of 0.5 % and a discount rate of 19.5 %.

 Customer
and Agency relationships were measured at fair value using the multiple-period excess earnings method under the income approach. Significant
inputs used to measure the fair value include an estimate of projected revenue and costs associated with existing customers, and a discount
rate of 19.5 %.

 Developed
technology was measured at fair value using the cost replacement method of the cost approach. Significant inputs used to measure the
fair value include an estimate of cost to replace, an obsolescence rate of 28.6 %.

of $ 4,236,822 arising from the acquisition of Barra consisted of the value of the employee workforce and the residual value after all
identifiable intangible assets were valued. Goodwill recognized pursuant to the acquisition of Barra is currently expected to be deductible
for income tax purposes. Total acquisition costs incurred for the acquisition of Barra were $ 72,793 recorded as
a component of General and administrative expenses.

 The
approximate revenue and net profit or loss for the acquired business as a standalone entity per ASC 805 from April 26, 2022 to December
31, 2022 was $ 1,090,023 and a loss of $ 393,708, respectively.

 Pro
Forma Information

 The
results of operations of Barra will be included in the Company's consolidated financial statements as of the date of acquisition
through the current period end. The following supplemental pro forma financial information approximate combined financial information
assumes that the acquisition had occurred at the beginning of the nine months ended December 31, 2022:

OF PRO FORMA INFORMATION RELATED TO ACQUISITION

 2022

 Revenue

 $
 12,309,504

 Net Income (Loss)

 $
 6,700,594

 Earnings (Loss) per common share, basic

 $
 ( 0.21
)

 Earnings (Loss) per common share, diluted

 $
 ( 0.21
)

 NOTE
4. INVESTMENT IN NSURE, INC.

 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 in NSURE to be funded
in three tranches. In exchange, the Company will receive a total of 928,343 shares of NSURE's Class A Common Stock.

the year 2020, by October 8, 2020, the Company funded the first tranche, $ 1,350,000 in exchange for 394,029 shares. The second
tranche allowed the Company to acquire an additional 209,075 shares at a price of $ 6.457 per share by no later than December 30,
2020. The third full tranche allowed the Company to purchase an additional 325,239 shares at a purchase price of $ 9.224 after
December 20, 2020, but no later than March 31, 2021.

 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 fourth quarter of the year ended December 31, 2022, the Company sold 131,345 of its NSURE shares to unaffiliated third parties, receiving
cash proceeds of $ 450,000. During April 2023, the Company sold its remaining 262,684 of NSURE shares to unaffiliated third parties, receiving
the shares' cost basis and cash proceeds of $ 900,000. The Company's remaining NSURE share balance as of December 31, 2023,
was $ 0.

 F- 20

 The
Company measured the NSURE shares subsequent to acquisition in accordance with ASC 321-10-35-2, at cost less impairment since no readily
determinable fair value was available to the Company. The investment was 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 years ended December 31, 2023, or 2022. 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 NSURE security.

 NOTE
5. PROPERTY AND EQUIPMENT

and equipment consists of the following:

OF PROPERTY AND EQUIPMENT

 31,
 2023

 31,
 2022

 Computer equipment

 $
 110,350

 $
 92,278

 Office equipment and furniture

 47,652

 40,693

 Leasehold
 Improvements

 120,378

 122,830

 Property and equipment

 278,380

 255,801

 Less:
 Accumulated depreciation

 ( 138,381
)

 ( 93,034

)

 and equipment, net

 $
 139,999

 $
 162,767

 Depreciation
expense associated with property and equipment, is included within depreciation and amortization in the Company's consolidated
statements of operations and is, $ 45,632 and $ 37,638 for the years ended December 31, 2023, and 2022, respectively.

 NOTE
6. GOODWILL AND OTHER INTANGIBLE ASSETS

 In
accordance with ASC 350-20-35-45, all the Company's goodwill is assigned to a single operating and reporting unit. All acquisitions
made by the Company are in one general insurance agency industry and operate in a very similar economic and regulatory environment. The
Company has one executive who is responsible for the operations of the insurance agencies. This executive reports directly to the Chief
Executive Officer ("CEO") on a quarterly basis. Additionally, the CEO who is responsible for the strategic direction of the
Company reviews the operations of the insurance agency business collectively, as opposed to office by office.

 For the year ended December 31, 2022, due to a declining
market capitalization attributed to Medigap's performance, the Company performed a goodwill impairment test utilizing a hybrid
of the Market Approach – Traded Market Value Method and Income Approach – Discounted Cash Flow Method and Discounted Forward
Market Multiple Method, concluding that the Company's fair value and resultant net assets, implied a goodwill balance of $ 19,100,000
 versus our goodwill balance prior to write-down of $ 33,400,000.
Thus, the Company recognized an approximate impairment charge of $ 14,373,000
presented in the l oss from discontinued operations before tax
account in the consolidated statements of operations for the year ended December 31, 2022.

 As of June 30, 2023, the Company
recognized an additional goodwill impairment of $ 4,825,634
 upon the abandonment of Medigap, presented in the loss from discontinued operations before tax account
in the consolidated statements of operations for the year ended December 31, 2023.

 For
the year ended December 31, 2023, due to a declining market capitalization, the Company performed a quantitative goodwill impairment
test utilizing the discounted cash flow method of the income approach with market participant control adjustments in consideration of
market capitalization, and concluded that the Company's carrying value of equity exceeded its fair value of equity in the approximate
amount of $ 7,594,000 which
the Company recognized as a goodwill impairment charge, presented in the goodwill impairment account on the consolidated statements of
operations for the year ended December 31, 2023.

 F- 21

 The
following table rolls forward the Company's goodwill balance for the periods ending December 31, 2023 and 2022 exclusive of discontinued operations.

OF IMPAIRMENT OF GOODWILL

 December 31, 2021

 $
 10,050,277

 Goodwill recognized in connection with Barra acquisition on April 26, 2022

 4,236,822

 December 31, 2022

 14,287,099

 Goodwill impairment recognized as of December 31, 2023

 ( 7,594,000
)

 $
 6,693,099

 The
following table rolls forward the Company's goodwill balance for the periods ended December 31, 2023, and December 31, 2022 inclusive
of discontinued operations.

 December 31, 2021

 $
 10,050,277

 Goodwill recognized in connection with Medigap acquisition

 19,199,008

 Goodwill recognized in connection with Barra acquisition

 4,236,822

 Goodwill impairment (Medigap) during the year-ended December 31, 2022

 ( 14,373,374
)

 December 31, 2022

 19,112,733

 Goodwill impairment (Medigap) during the year ended December 31, 2023

 ( 4,825,634
)

 Goodwill impairment recognized as of December 31, 2023

 ( 7,594,000
)

 $
 6,693,099

 The
following table sets forth the major categories of the Company's intangible assets and the weighted-average remaining amortization
period as of December 31, 2023:

OF INTANGIBLE ASSETS AND WEIGHTED-AVERAGE REMAINING AMORTIZATION PERIOD

 Weighted Average Remaining Amortization period (Years)

 Gross Carrying Amount

 Accumulated Amortization

 Net
 Carrying Amount

 Trade name and trademarks

 1.5

 $
 1,807,189

 $
 ( 1,320,939
)

 $
 486,250

 Internally developed software

 3.2

 1,798,922

 ( 650,029
)

 1,148,893

 Customer relationships

 8.0

 11,922,290

 ( 3,193,629
)

 8,728,661

 Purchased software

 0.3

 667,206

 ( 618,418
)

 48,788

 Video Production Assets

 -

 50,000

 ( 50,000
)

 -

 Non-competition agreements

 0.9

 3,504,810

 ( 2,874,645
)

 630,165

 Trade name and trademarks

 $
 19,750,417

 $
 ( 8,707,660
)

 $
 11,042,757

 The
following table sets forth the major categories of the Company's intangible assets and the weighted-average remaining amortization
period as of December 31, 2022:

 Weighted Average Remaining Amortization period (Years)

 Gross Carrying Amount

 Accumulated Amortization

 Net
 Carrying Amount

 Trade name and trademarks

 4.4

 $
 1,806,188

 $
 ( 969,241
)

 $
 836,947

 Internally developed software

 4.1

 1,635,178

 ( 287,990
)

 1,347,188

 Customer relationships

 9.0

 11,922,290

 ( 2,076,086
)

 9,846,204

 Purchased software

 0.4

 665,137

 ( 581,497
)

 83,640

 Video Production Assets

 0.0

 50,000

 ( 50,000
)

 -

 Non-competition agreements

 1.9

 3,504,810

 ( 2,179,420
)

 1,325,390

 $
 19,583,603

 $
 ( 6,144,234
)

 $
 13,439,369

 Amortization
expense is $ 2,563,559 and $ 2,525,880 for the years ended December 31, 2023 and 2022, respectively.

 F- 22

 The
following table reflects expected amortization expense as of December 31, 2023, for each of the following five years and thereafter:

OF AMORTIZATION EXPENSE OF ACQUIRED INTANGIBLES ASSETS

 Years ending December 31,

 Amortization Expense

 2024

 $
 2,195,191

 2025

 1,801,235

 2026

 1,532,267

 2027

 1,196,989

 2028

 1,097,825

 Thereafter

 3,218,683

 Total

 $
 11,042,757

 NOTE
7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 Significant
components of accounts payable and accrued liabilities were as follows:

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 2023

 2022

 Accounts payable,

 $
 635,339

 $
 747,469

 Accrued expenses

 40,540

 109,502

 Accrued credit card payables

 54,416

 58,120

 Other accrued liabilities

 105,188

 36,291

 Accounts payable and
 other accrued liabilities

 $
 835,483

 $
 951,382

 NOTE
8. LONG-TERM DEBT

 The
composition of the long-term debt follows:

OF LONG TERM DEBT

 2023

 2022

 Oak Street Funding LLC Term
 Loan

 $
 369,602

 $
 426,883

 Oak Street Funding LLC Term Loan for the acquisition of EBS and USBA, variable interest of Prime Rate plus 2.5 %, maturing August 2028, net of deferred financing costs of $ 10,069 and $ 12,388 as of December 31, 2023 and 2022, respectively

 $
 369,602

 $
 426,883

 Oak Street Funding LLC Senior Secured Amortizing Credit Facility for the acquisition of CCS, variable
 interest of Prime Rate plus 1.5 %, maturing December 2028, net of deferred financing costs of $ 12,525 and $ 15,076 as of December 31,
 2023 and 2022, respectively

 604,830

 693,682

 Oak Street Funding LLC Term Loan for the acquisition of SWMT, variable interest of Prime Rate plus
 2.0 %, maturing April 2029 net of deferred financing costs of $ 7,733 and $ 9,206 as of December 31, 2023 and 2022, respectively

 695,758

 788,596

 Oak Street Funding LLC Term Loan for the acquisition of FIS, variable interest of Prime Rate plus 2.0 %,
 maturing May 2029, net of deferred financing costs of $ 31,026 and $ 36,843 as of December 31, 2023 and 2022, respectively

 1,758,558

 1,987,846

 Oak Street Funding LLC Term Loan for the acquisition of ABC, variable interest of Prime Rate plus 2.0 %,
 maturing September 2029, net of deferred financing costs of $ 35,649 and $ 42,129 as of December 31, 2023 and 2022, respectively

 2,899,409

 3,249,575

 Oak Street Funding LLC Term Loan, variable interest of Prime Rate plus 2.5 %,
 maturing May 2032, for the acquisition of Barra, net of deferred financing costs of $ 176,762 and $ 198,188 as of December 31, 2023
 and December 31, 2022, respectively

 6,089,580

 6,321,812

 Long term debt gross

 12,417,737

 13,468,394

 Less: current portion

 ( 1,390,766
)

 ( 1,118,721
)

 Long-term debt

 $
 11,026,971

 $
 12,349,673

 F- 23

 Oak
Street Funding LLC – Term Loans and Credit Facilities

the year of 2018 the Company entered into two debt agreements with Oak Street Funding LLC ("Oak Street"). On August 1,
2018, EBS and USBA entered into a Credit Agreement with Oak Street whereby EBS and USBA
borrowed $ 750,000 from Oak Street under a Term Loan. The Term Loan is secured by certain assets of the Company. Interest accrues at
 11.00 % on the basis of a 360-day year, maturing 120 months from the Amortization Date (September 25, 2018). The Company incurred debt
issuance costs associated with the Term Loan in the amount of $ 22,188. On December 7, 2018, CCS entered into a Facility with Oak
Street whereby CCS borrowed $ 1,025,000 from Oak Street under a senior secured amortizing credit facility. The borrowing rate under
the Facility is a variable rate equal to Prime + 1.50 % and matures 10 years from the closing date. The Company incurred debt issuance
costs associated with the Facility in the amount of $ 25,506, which were deferred and are amortized over the length of the
Facility.

the year of 2019 the Company entered in a number of Credit Agreements with Oak Street whereby the Company borrowed a total amount of $ 7,912,000 under the Term Loans. The Term Loans are secured by
certain assets of the Company. The borrowing rates under the Facility is a variable rate equal to Prime + 2.00 % and matures 10 years
from the closing date. The Company recorded debt issuance costs associated with the loans in total of $ 181,125.

 On
April 26, 2022 the Company entered into a secured promissory note (the Note) with Oak Street subject to the terms of the
Master Credit Agreement, whereby the Company borrowed $ 6,250,000 with a maturity date of May 25, 2032. The Note is secured by certain
assets of the Company and subject to certain financial covenants. Interest accrues at the Prime Rate plus an Applicable Margin of 2.500 %
on the basis of a 360-day year. The Company incurred debt issuance costs associated with the Note of $ 214,257.

 Aggregated
cumulative maturities of long-term obligations (including the Term Loan and the Facility), excluding deferred financing costs, as of
December 31, 2023 are:

OF CUMULATIVE MATURITIES OF LONG -TERM LOANS AND CREDIT FACILITIES

 Fiscal year ending December 31,

 Maturities of
 Long-Term Debt

 2024

 $
 1,390,766

 2025

 1,552,772

 2026

 1,729,160

 2027

 1,925,603

 2028

 2,107,128

 Thereafter

 3,986,172

 Total

 12,691,601

 Less debt issuance costs

 ( 273,864
)

 Total

 $
 12,417,737

 Short-Term
Financings

 The
Company has various short-term notes payable for financed items such as insurance premiums and CRM software purchases. Total
financed for the year ended December 31, 2023 and 2022 respectively was approximately $ 181,000 and $ 482,000. These are normally paid
in equal installments over a period of twelve months or less and carry interest rates ranging between 12.75 % and 0 % per annum. As of
December 31, 2023 and 2022, approximately $ 56,000 and $ 154,000 remains outstanding on short-term financings.

 F- 24

 NOTE
9. WARRANT LIABILITIES

 Series
B Warrants

 On
December 22, 2021, the Company entered into a securities purchase agreement (SPA) with two institutional investors for the purchase
and sale of (i) warrants to purchase up to an aggregate of 651,997 shares of the Company's common stock, par value $ 0.086 per share
at an exercise price of $ 61.35 per share, (ii) an aggregate of 178,060 shares of Common Stock, and (iii) 9,076 shares of the Company's
newly-designated Series B convertible preferred stock, par value $ 0.086 per share, with a stated value of $ 1,000 per share, initially
convertible into an aggregate of 147,939 shares of Common Stock at a conversion price of $ 61.35 per share, each a freestanding financial
instrument, (the "Private Placement"). The aggregate purchase price for the Common Shares, the Preferred Shares and the Warrants
was approximately $ 20,000,000.

 By
entering into the Private Placement on December 22, 2021, the Company entered into a commitment to issue the Common Shares, Preferred
Shares, and Series B Warrants on the Initial Closing Date for a fixed price and exercise price, as applicable. The commitment to issue
Series B Warrants (the "Warrant Commitment") represents a derivative financial instrument, other than an outstanding share,
that, at inception, has both of the following characteristics: (i) embodies a conditional obligation indexed to the Company's equity.
The Company classified the commitment to issue the warrants as a derivative liability because it represents a written option that does
not qualify for equity accounting The Company initially measured the derivative liability at its fair value and will subsequently remeasure
the derivative liability, at fair value with changes in fair value recognized in earnings. An option pricing model was utilized to calculate
the fair value of the Warrant Commitment. The Company initially recorded $ 17,408,311 of non-operating unrealized losses within the recognition
and change in fair value of warrant liabilities account for the year ended December 31, 2021.

 The
Private Placement closed on January 4, 2022, at which time the Company remeasured the derivative liability for the warrants issued in
the transaction, recognizing $ 17,408,311 of non-operating unrealized losses and a derivative liability of $ 55,061,119. The closing of
the Private Placement settled the subscription receivable reported on the Company's balance sheet as of December 31, 2021.

to the terms of the SPA, due to a non-Private Placement related dilutive share issuance, effective December 27, 2022, the Series B Warrants
outstanding increased to 1,333,333 and the exercise price reset to $ 7.50. On December 27, 2022, 1,667 Series B Warrants were exercised
into 1,667 shares of common stock with cash proceeds to the Company of $ 12,500. Pursuant to a number of dilutive issuances throughout fiscal year 2023, as of December 31, 2023, the exercise price
in effect was $ 0.63.

 On December 12, 2023, the Company entered into an agreement with one of the SPA institutional investors, pursuant
to which (i) the Company extended the expiration date of their 866,667 remaining outstanding Series B Warrants to December 28, 2028 and
(ii) institutional investor waived a restriction in the SPA such that the Company will be permitted to consummate an "at-the-market
offering" with a registered broker-dealer, whereby such registered broker-dealer is acting as principal or agent in the purchase
of shares (the "ATM") of the Company's common stock from the Company after sixty (60) days following December 14, 2023.
Further, on December 12, 2023, the Company entered into an exchange offer with the other SPA institutional investor, pursuant to which
the investor exchanged its remaining Series B Warrants to purchase 300,000 shares of Common Stock for 300,000 shares of Common Stock.

 For
the years ended December 31, 2023 and 2022, net fair value gains recognized for the Series B Warrants were $ 5,534,931 and
$ 48,668,869 respectively, presented in the recognition and change in fair value of warrant liabilities account in the consolidated
statements of operations. The Series B Warrant liability outstanding as of December 31, 2023 and 2022 is $ 268,667 and $ 6,384,250
respectively, presented in the warrant liability account on the consolidated balance sheets and there remain 866,667 of Series B Warrants outstanding.

 Placement
Agent Warrants

 In
connection with the Private Placement, the Company issued 16,303 warrants to the placement agent for the Private Placement. The warrants
were issued as compensation for the Placement Agent's services. The Placement Agent Warrants (PAW) are: (i) exercisable on any
day after the six (6) month anniversary of the issue date, (ii) expire five years after the closing of the Private Placement, and (iii)
exercisable at $ 61.35 per share. The Placement Agent Warrants contain terms that may require the Company to transfer assets to settle
the warrants. Therefore, the Placement Agent Warrants are classified as a derivative liability, initially measured at fair value of $ 1,525,923
on the date of issuance and will be remeasured each accounting period with the changes in fair value reported in earnings. The Placement
Agent Warrants are considered financing expense fees paid to the Placement Agent in relation to a derivative liability measured at fair
value, thus, are included along with non-operating unrealized gains and losses in the recognition and change in fair value of warrant
liabilities account in the consolidated statements of operations.

 F- 25

 For
the years ended December 31, 2023 and 2022, net fair value gains recognized for the PAW were, $ 48,575 and $ 1,477,024 respectively,
presented in the recognition and change in fair value of warrant liabilities account in the consolidated statements of operations. The
PAW liability outstanding as of December 31, 2023 and 2022 is $ 325 and $ 48,900 respectively, presented in the warrant liability account
on the consolidated balance sheets.

 NOTE
10. SIGNIFICANT CUSTOMERS

 Carriers
representing 10 % or more of total revenue are presented in the table below:

 SCHEDULE OF CONCENTRATIONS OF REVENUES

 Insurance Carrier

 2023

 2022

 Priority Health

 %

 %

 BlueCross BlueShield

 %

 %

 No
other single insurance carrier accounted for more than 10 % of the Company's commission revenues. The loss of any significant customer
could have a material adverse effect on the Company.

 NOTE
11. EQUITY

 Preferred
Stock

 The
Company has been authorized to issue 750,000,000 shares of $ 0.086 par value Preferred Stock. The Board of Directors is expressly
vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and
preferences of the shares of each series so established, within certain guidelines established in the Articles of
Incorporation.

 In
January 2022, the Company issued 9,076 shares of its newly designated Series B convertible preferred stock through the Private Placement
for the purpose of raising capital. The Series B convertible preferred stock have no voting rights and initially each share may be converted
into 16 shares of the Company's common stock. The holders of the Series B convertible preferred stock are not entitled to receive
any dividends other than any dividends paid on account of the common stock. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders shall be entitled to receive out of the assets, whether capital or surplus, of
the Company the same amount that a holder of common stock would receive if the Preferred Stock were fully converted (disregarding for
such purposes any conversion limitations hereunder) to common stock which amounts shall be paid pari-passu with all holders of common
stock.

August 2022, all 9,076 Series B Convertible Preferred Stock were converted by third parties into 147,939 shares of common stock and as of December 31, 2023 and 2022 none remain outstanding.

 F- 26

Stock

 The
Company has been authorized to issue 2,000,000,000 shares of common stock, $ 0.086 par value. Each share of issued and outstanding
common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with
respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and
paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.

 In
January 2022, the Company issued 178,060 shares of common stock through the Private Placement for the purpose of raising capital. See
Note 9 - Warrant Liabilities for proceeds received by the Company.

 In
January 2022, the Company issued 40,402 shares of common stock pursuant to the Medigap Acquisition.

 In
January 2022, upon agreement with Series A warrant holders, 25,000 warrants were exercised at a price of $ 99.00 into 25,000 shares of
the Company's common stock.

 In
March 2022, the Company issued 400 shares of the Company's common stock due to the vesting of 400 stock awards pursuant to an employee
agreement.

 In
May and June 2022, 218,462 Series C prepaid warrants were exchanged for 218,462 shares of the Company's common stock.

 In
July 2022, 81,423 Series D prepaid warrants were exchanged for 81,423 shares of the Company's common stock.

 In
December 2022, the Company issued 14,275 shares of the Company's common stock due to the vesting of 14,275 stock awards pursuant
to several employee agreements.

 F- 27

 In
December 2022, upon agreement with Series B warrant holders, 1,667 warrants were exercised at a price of $ 7.50 into 1,667 shares of the
Company's common stock with cash proceeds to the Company of $ 12,500.

 In
January 2023, the Company issued 109,358 shares of the Company's common stock to settle two earn-out liabilities.

 On
February 23, 2023, pursuant to authority granted by the Board of Directors of the Company, the Company implemented a 1-for-15 reverse
split of the Company's authorized and issued and outstanding common stock (the "Reverse Split-2023"). The par value
remains unchanged. All share and per share information as well as common stock and additional paid-in capital have been retroactively
adjusted to reflect the Reverse Split-2023 for all periods presented, unless otherwise indicated. The split resulted in a rounding addition
of approximately 15,300 shares valued at par, totaling $ 1,300.

 In
February 2023, Yes Americana, a related party, converted $ 645,000 of its outstanding convertible debt into 66,743 shares of the Company's
common stock. The conversion considered the fair market value of the stock on the day of conversion of $ 9.67 for the total of 66,743
shares.

 In
March 2023, the Company issued 155,038 shares of the Company's common stock in conjunction with the Private Placement-2023 as defined
and discussed further below.

the second quarter of 2023, the Company issued from its common stock, 112,557
shares in lieu of services provided, 352,260
shares to settle an earn-out liability and 22,219
shares pursuant to vested restricted stock awards earned by agents through an equity-based compensation program at one of the
Company's subsidiaries.

the third quarter of 2023, the Company issued from its common stock, 174,610
shares to settle an earn-out liability, 400
shares in lieu of services provided, 3,017
shares to employees for vested stock awards, and 73,264 for Series B Warrants exercised.

the fourth quarter of 2023, the Company issued from its common stock, 897,594
and 371,000
shares for Series E and Series F warrant exercises, respectively, 741,360
for share based compensation, 147,645
shares in lieu of services, and 300,000
shares for Series B Warrants exchanged.

 As
of December 31, 2023 and December 31, 2022, there were 4,761,974 and 1,219,573 shares of Common Stock outstanding,
respectively.

 Warrants

 Series
A Warrants

 In conjunction with the Company's initial public offering, the Company issued 2,070,000 Series A Warrants which
were classified as equity warrants because of provisions, pursuant to the warrant agreement, that permit the holder obtain a fixed number
of shares for a fixed monetary amount. The warrants are standalone equity securities that are transferable without the Company's
consent or knowledge. The warrants were recorded at a value per the offering of $ 0.15. The warrants may be exercised at any point from
the effective date until the 5-year anniversary of issuance, on or around February 8, 2026, and are not subject to antidilution provisions.
In January 2022, 375,000 Series A Warrants were exercised into 25,000 shares of common stock.

 In November 2023 the Series A Warrant holders voted and approved an amendment to the Series A Warrant agreement pursuant
to which the warrants were issued, and reduced the exercise price from the stated $ 6.60 (post-Reverse Split-2023 effective exercise price
of $ 99.00) per share to $ 6.13 per share, subject to adjustment.

 As of both December 31, 2023 and December 31, 2022, 1,695,000 Series A Warrants remain outstanding, exercisable into
 113,000 shares of common stock.

 F- 28

 Series
C and D Warrants

 In
January 2022, as a result of the Private Placement and the Medigap Acquisition, the Company received a deficiency notification from Nasdaq
indicating violation of Listing Rule 5365(a). As part of its remediation plan, in March 2022, the Company entered into Exchange Agreements
with the holders of common stock issued in January 2022. Pursuant to the Exchange Agreements, the Company issued 218,462 Series C prepaid
warrants in exchange for 218,462 shares of the Company's common stock. Additionally, as compensation for entering into the Exchange
Agreements, the Company issued 81,500 Series D prepaid warrants to the Private Placement investors for no additional consideration. The
fair value of the Series D prepaid warrants was treated as a deemed dividend and accordingly treated as a reduction from income available
to common stockholders in the calculation of earnings per share. Refer to Note 12, Earnings (Loss) Per Share for additional information.

 The
Series C and D Warrants are equity classified pursuant to the warrant agreement provisions that permit holders to obtain a fixed number
of shares for a fixed monetary amount. The warrants are standalone equity securities that are transferable without the Company's
consent or knowledge. The warrants expire on the fifth anniversary of the respective issuance dates and are exercisable at a per share
exercise price equal to $ 0.015.

 In
May and June 2022, the 218,462 Series C prepaid warrants were converted for 218,462 shares of the Company's common stock for a
conversion price of $ 0.015. Through December 31, 2022, the Company has received payments of $ 1,336 for these issuances.

 In
July 2022, 81,423
Series D prepaid warrants were converted into 81,472
shares of the Company's common stock for a conversion price of $ 0.015
through both cash and cashless exercises. Proceeds of $ 795
were received in conjunction with the cash exercise.

 Series E, F & G Warrants, and

 Abeyance Shares

 On
March 13, 2023, the Company entered into a securities purchase agreement (the "SPA-2023") with one institutional buyer for
the purchase and sale of, (i) an aggregate of 155,038 shares (the "Common Shares") of the Company's common stock, par
value $ 0.086 per share (the "Common Stock") along with accompanying common warrants (the "Common Units"), (ii)
prefunded warrants (the "Prefunded Warrants" or "Series E Warrants") that are exercisable into 897,594 shares
of Common Stock (the "Prefunded Warrant Shares") along with accompanying common warrants (the "Pre-Funded Units"),
and (iii) common warrants (the "Common Warrants" or "Series F Warrants") to initially acquire up to 2,105,264
shares of Common Stock (the "Common Warrant Shares") (representing 200% of the Common Shares and Prefunded Warrant Shares)
in a private placement offering (the "Private Placement-2023"). Additionally, the Company agreed to issue a warrant to the
Placement Agent (defined below), to initially acquire 52,632 shares of common stock (the "PA Warrant") and entered
into a registration rights agreement with the buyer to register for resale the common shares underlying the Series E and F Warrants.

 The
aggregate purchase price for the Common Shares, Prefunded Warrants (Series E Warrants) and the Common Warrants (Series F Warrants) to
be purchased by the Buyer shall be equal to (i) $3.80 for each Common Unit purchased by such Buyer, or (ii) $3.799 for each Prefunded
Unit purchased by the Buyer, which Prefunded Warrants are exercisable into Prefunded Warrant Shares at the initial Exercise Price (as
defined in the Prefunded Warrant) of $0.001 per Prefunded Warrant Share in accordance with the Prefunded Warrant.

 The
Common Warrant (Series F) has an exercise price of $ 3.55 per share, subject to adjustment for any stock dividend, stock split, stock
combination, reclassification or similar transaction occurring after the date of the Private
Placement-2023. The Common Warrant will be exercisable six months following the date of issuance
and will expire five and a half years from the date of issuance.

 The
PA Warrant has an exercise price of $ 3.91 per share, subject to adjustment for any stock dividend, stock split, stock combination, reclassification
or similar transaction occurring after the date of the SPA-2023. The PA Warrant will be exercisable six months following the date of
issuance and will expire five years from the date of issuance.

 F- 29

 The
closing of the Private Placement-2023 occurred on March 16, 2023. EF Hutton, a division of Benchmark Investments, LLC (the "Placement
Agent") acted as the sole placement agent and was entitled to an 8 % of gross proceeds cash fee and the reimbursement of certain
Placement Agent fees and customary expenses.

 Gross
and net proceeds to the Company from the Private Placement-2023
 were approximately $ 4 million and $ 3.4 million respectively, to be utilized primarily for general
working capital and administrative purposes. Direct financing fees approximated $ 553,000.

 The
Company determined the Series E Warrants, Series F Warrants, and PA Warrants are equity in nature because of provisions, pursuant to
the warrant agreements, that permit the holder to obtain a fixed number of shares for a fixed monetary amount. The values offset to $ 0
in additional paid-in capital in the Company's condensed consolidated statements of stockholders' equity (deficit).

 On December 12, 2023, the Company entered into
 that certain Inducement Offer to Exercise Series F Warrants to Subscribe for Common Shares with the institutional investor (the
 "Series F Inducement Agreement"), pursuant to which (i) the Company agreed to lower the exercise price of the Series F
 Warrants to $ 0.6562 per
 share (which is equal to the Nasdaq minimum price) (the "Nasdaq Minimum Price") and (ii) the institutional buyer agreed
 to exercise the Series F Warrants to purchase 2,105,264 shares
 of Common Stock into 2,105,264 shares
 of Common Stock (the "Exercise Shares") by payment of the aggregate exercise price of approximately $ 1,381,474,
 gross of $ 351,503 of
 expenses, including but not limited to EF Hutton LLC, who acted as placement agent in connection therewith, resulting in $ 1,029,972 in
 net proceeds to the Company. The closing occurred on December 14, 2023 (the "Closing Date"). The Exercise Shares were
 all exercised, resulting in the issuance of 371,000 shares,
 and 1,734,264 shares
 held in abeyance (the "Abeyance Shares") due to the 9.99 %
 beneficial ownership limitation stipulated in the Series F Inducement Agreement. The Company accounted for the exercise price
 decrease inducement as a modification which resulted in a deemed dividend of $ 302,997 recorded as an increase and decrease to the
 additional paid-in capital account, in the consolidated balance sheets and statements of
 stockholders' equity (deficit) as of December 31, 2023. The Company valued (a) the fair value of the 2,105,264 warrants
 immediately before exchange in the amount of $ 1,103,377, (b) the fair value of the warrants immediately after the exchange in the
 amount of $ 800,380, and (c) recorded the difference as a deemed dividend in the amount of $ 302,997. The warrants were valued using
 the Black-Scholes option pricing model using the following assumptions: a) fair value of common stock of $ 0.6562, b) exercise prices
 of $ 3.55 pre-exchange and $ 0.6562 post-exchange, c) term of 4.77 years pre-exchange and post-exchange, d) dividend rate of 0 %, e)
 volatility of 112 % pre-exchange and post-exchange, and f) risk free interest rate of 4.23 % pre-exchange and post-exchange.

 Further, pursuant to the Series F Inducement Agreement,
the Company issued a new unregistered Series G common share purchase warrant (the "Series G Warrant") pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended to purchase 4,210,528 shares of Common Stock at an initial exercise price equal to
$ 0.6562, but subject to a 4.99 % beneficial ownership limitation. The Series G Warrant termination date is December 12, 2028. The Company's
accounting for the Series G Warrant resulted in a deemed dividend of $ 2,236,760 recorded as an increase and decrease to the additional
paid-in capital account, in the consolidated balance sheets and statements of stockholders'
equity (deficit) as of December 31, 2023. The warrants were valued using the Black-Scholes option pricing model with the following assumptions:
a) fair value of common stock of $ 0.6562, b) exercise price of $ 0.6562, c) term of 5 years, d) dividend rate of 0 %, e) volatility of
 112 %, and f) risk free interest rate of 4.23 %.

 As of December 31, 2023:

 Series E: There remains no Series E Warrants outstanding pursuant to exercises occurring throughout
the fiscal year of 897,594 warrants exercised into 897,594 shares of the Company's common stock for a net of $ 898 in cash proceeds.

 Series F: There remain no Series F Warrants outstanding pursuant to the Series F Inducement Agreement.

 Series G: There remain 4,210,528 Series G Warrants outstanding.

 Abeyance Shares: There remain 1,734,264 unissued Abeyance Shares outstanding.

 Subsequent to December 31, 2023, during the
first quarter of 2024, upon request from the institutional investor, the Company converted 723,264
Abeyance Shares into Common Stock, thereby issuing 723,264
of Common Stock, resulting in a remaining 1,011,000
outstanding Abeyance Shares. During the second quarter of 2024, the institutional investor requested the Company convert the remaining 1,011,000 Abeyance Shares into
Common Stock. The Company has yet to issue any shares in reference to this request but does intend to issue them during the remaining
period of the second quarter of 2024. Upon and post issuance of these shares, there will be no remaining Abeyance Shares outstanding.

 Equity
Incentive Plans

 2019
Equity Incentive Plan. During the year ended December 31, 2019, the Company adopted the Reliance Global Group, Inc. 2019 Equity
Incentive Plan (the "2019 Plan") under which various forms of equity awards can be granted to employees, directors, consultants,
and service providers. Awards include but are not limited to, restricted stock, restricted stock units, performance shares and stock
options. A total of 46,667 shares of common stock were reserved for issuance under the 2019 Plan. As of December 31, 2023, after considering
2019 Plan shares held for outstanding options, there remains no additional capacity for further awards. As of the same date, there are
 10,928 options outstanding with a weighted average exercise price of $ 232.55 and weighted average remaining contractual life of 0.57
years. The Company issues new shares of common stock for any option exercises, from its shares available under either its 2019 Plan or
2023 Plan (as defined below).

 F- 30

 2023
Equity Incentive Plan. On August 10, 2023, the Company adopted, the Reliance Global
Group, Inc. 2023 Equity Incentive Plan (the "2023 Plan", and together with the 2019 Plan, the "Plans"). The
purpose of the 2023 Plan is to provide a means through which the Company and its subsidiaries may attract and retain key personnel,
and to provide a means whereby directors, officer, employees, consultants, and advisors of the Company and its subsidiaries can
acquire and maintain an equity interest in the Company, or be paid incentive compensation, thereby strengthening their commitment to
the welfare of the Company and its subsidiaries and aligning their interests with those of the Company's stockholders. The
2023 Plan provides for various stock-based incentive awards, including incentive and nonqualified stock options, stock appreciation
rights ("SARs"), restricted stock and restricted stock units ("RSUs"), and other equity-based or cash-based
awards. It became effective on August 10, 2023 and will terminate on August 10, 2033, unless the Compensation Committee terminates
it earlier. A total of 800,000 shares of Common Stock were reserved for issuance under the 2023 Plan, and as of December 31, 2023
there were no new options granted, and there remain 47,080 shares available for issuance.

 Administration
of the Plans. The Plans are administered by the Compensation Committee of the Board. The Compensation Committee is authorized
to select from among eligible employees, directors, and service providers those individuals to whom shares and options are to be granted
and to determine the number of shares to be subject to, and the terms and conditions of the options. The Compensation Committee is also
authorized to prescribe, amend, and rescind terms relating to options granted under the Plans. Generally, the interpretation and construction
of any provision of the Plans or any shares and options granted hereunder is within the discretion of the Compensation Committee.

 Stock
Options: The Plans provide that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of
the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees, non-employee directors, consultants,
and service providers are eligible to receive options which are not ISOs, i.e. "Non-Statutory Stock Options." The options
granted by the Compensation Committee in connection with its adoption of the Plans were Non-Statutory Stock Options.

 The fair value of
each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services provided,
whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the exercise
price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the
stock and the risk-free interest rate for the term of the option.

 The
following is a summary of the stock options granted, forfeited or expired, and exercised under the Plans for the years ended December
31, 2023 and 2022 respectively:

 SCHEDULE OF THE STOCK OPTIONS GRANTED, FORFEITED OR EXPIRED

 Weighted Average Exercise Price Per Share

 Weighted Average Remaining Contractual Life (Years)

 Aggregate Intrinsic Value

 Outstanding at December 31, 2022

 $

 1.61

 $
 -

 Granted

 -

 -

 -

 -

 Forfeited or expired

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Outstanding at December 31, 2023

 $

 0.61

 -

 Weighted Average Exercise Price Per Share

 Weighted Average Remaining Contractual Life (Years)

 Aggregate Intrinsic Value

 Outstanding at December 31, 2021

 $

 2.61

 $
 -

 Granted

 -

 -

 -

 -

 Forfeited or expired

 -

 $
 -

 -

 -

 Exercised

 -

 -

 -

 -

 Outstanding at December 31, 2022

 $

 1.61

 -

 F- 31

 The
following is a summary of the Company's non-vested stock options as of December 31, 2023 and 2022 respectively:

 SCHEDULE OF NON - VESTED STOCK OPTIONS

 Weighted Average Exercise Price Per Share

 Weighted Average Remaining Contractual Life (Years)

 Non-vested at December 31, 2022

 $
 236.83

 2.27

 Granted

 -

 -

 -

 Vested

 ( 248
)

 239.68

 0.81

 Forfeited or expired

 -

 -

 -

 Non-vested at December 31, 2023

 $
 205.70

 1.59

 Weighted Average Exercise Price Per Share

 Weighted Average Remaining Contractual Life (Years)

 Non-vested at December 31, 2021

 3,587

 $
 227.78

 0.90

 Granted

 -

 -

 -

 Vested

 ( 3,315
)

 14.89

 1.71

 Forfeited or expired

 -

 -

 -

 Non-vested at December 31, 2022

 $
 236.83

 2.27

 For
the years ended December 31, 2023 and 2022, the Board did not approve any options to be issued pursuant to the Plan.

the years ended December 31, 2023 and 2022, no employee terminations occurred resulting in option forfeitures of $ 0.

 As
of December 31, 2023, the Company determined that the options granted and outstanding had a total fair value of $ 2,421,960. The options will be amortized
in future periods through February 2024. During the year ended December 31, 2023, the Company recognized $ 15,624 of compensation expense
relating to the stock options granted to employees, directors, and consultants. As of December 31, 2023, unrecognized compensation expense
totaled $ 1,542 which will be recognized on a straight-line basis over the vesting period or requisite service period through February 2024.

 The
intrinsic value is calculated as the difference between the market value and the exercise price of the shares on December 31, 2023. The
market value as of December 31, 2023 was $ 0.54 based on the closing bid price for December 31, 2023.

 As
of December 31, 2022, the Company determined that the options granted and outstanding had a total fair value of $ 2,421,960.
The options will be amortized in future periods through
February 2024. During the year ended December 31, 2022, the Company recognized $ 178,579
of compensation expense relating to the stock
options granted to employees, directors, and consultants. As of December 31, 2022, unrecognized compensation expense totaled $ 17,166
 which will be recognized on a straight-line basis
over the vesting period or requisite service period through February 2024.

 The
intrinsic value is calculated as the difference between the market value and the exercise price of the shares on December 31, 2022. The
market value as of December 31, 2022 was $ 8.55 based on the closing bid price for December 31, 2022.

 F- 32

 The
Company estimated the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-pricing
models require the Company to make predictive assumptions regarding future stock price volatility, recipient exercise behavior, and dividend
yield. The Company estimated the future stock price volatility using the historical volatility over the expected term of the option.
The expected term of the options was computed by taking the mid-point between the vesting date and expiration date. The following assumptions
were used in the Black-Scholes option-pricing model, not accounting for the reverse splits:

 SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL

 Year
 Ended

 31, 2023

 Year
 Ended

 Exercise
 price

 $

 0.16 - $ 0.26

 $

 0.16
 - $ 0.26

 Expected
 term

 3.25 to 3.75 years

 3.25
 to 3.75 years

 Risk-free
 interest rate

 0.38 % - 2.43

 %

 0.38 %
 - 2.43

 %

 Estimated
 volatility

 293.07 % - 517.13

 %

 293.07 %
 - 517.13

 %

 Expected
 dividend

 -

 -

 Stock
Awards

 The
Plans provide for various forms of stock awards. During the years ended December 31, 2023, and 2022, certain directors, executives
and employees were granted equity awards which vested immediately. Respectively, 758,026 and 12,460 shares were awarded and issued,
valued at $ 477,556 and $ 766,250,
presented in the salaries and wages (for executives and employees) and
general and administrative (for directors) accounts in the consolidated statements of operations.

to an agreement in April 2022, further amended in October 2022 between the Company and an executive, the executive was granted 7,418
restricted shares of the Company's common stock which vest quarterly over a three-year period. The shares granted were valued
at $ 180,546
at the date of the grant. For the years ended December 31, 2023, and 2022 respectively, 3,908 and 667 shares have been issued under
the agreement, and compensation expense was $ 83,464 and $ 32,131, presented in the salaries and wages account in the consolidated statements
of operations.

 Pursuant to a grant award agreement effective December 28, 2022 between
the Company and an executive, the executive was granted an annual award of 2,667 shares of the Company's common stock to vest monthly
each year throughout the duration of employment. The grant value for the years ended December 2023 and 2022 respectively was, $ 22,404
and $ 241 and recorded as compensation expense, presented in the salaries and wages account in the consolidated statements of operations.
For the years ended December 31, 2023, and 2022 respectively, 2,695 and 0 shares have been issued under the agreement.

to an equity-based commission compensation program at one of the Company's subsidiaries which provides down-line agents the
ability to earn and receive restricted stock awards upon completion of agreed upon service requirements, the Company grants annual
restricted stock awards which have vesting or other restrictions of up to twelve months. For the years ended December 31, 2023 and 2022 respectively, 22,221 and
 0 shares were issued under the program, and commission equity award expense was, $ 276,400 and 249,650, presented in the commission expense
account in the consolidated statements of operations.

 Total
equity-based compensation for the years ended December 31, 2023 and 2022 was approximately $ 875,000
and $ 1,250,000,
respectively.

 NOTE
12. EARNINGS (LOSS) PER SHARE

 Basic
earnings per common share ("EPS") applicable to common stockholders is computed by dividing earnings applicable to common
stockholders by the weighted-average number of common shares outstanding.

 F- 33

 The
following calculates basic and diluted EPS:

 SCHEDULE OF CALCULATIONS OF BASIC AND DILUTED EPS

 2023

 2022

 For the Years Ended December 31,

 2023

 2022

 (Loss) income from continuing operations

 $
 ( 10,025,268
)

 $
 21,561,932

 Deemed dividend

 ( 2,539,757
)

 ( 6,930,335
)

 (Loss) income from continuing operations, numerator, basic

 ( 12,565,025
)

 14,631,597

 (Loss) income from continuing operations, numerator, diluted

 $
 ( 12,565,025
)

 $
 14,631,597

 Weighted average common shares, basic

 2,820,275

 1,094,781

 Effect of weighted average vested stock awards

 -

 Diluted weighted average shares outstanding

 2,820,275

 1,094,989

 Basic (loss) income loss per common share from continuing operations:

 $
 ( 4.46
)

 $
 13.36

 Diluted (loss) income per common share from continuing operations:

 $
 ( 4.46
)

 $
 13.36

 Additionally,
the following are considered anti-dilutive securities excluded from weighted-average shares used to calculate diluted net loss per common
share:

 SCHEDULE OF DILUTIVE NET LOSS PER COMMON SHARES

 2023

 2022

 For the years ended December 31,

 2023

 2022

 Shares subject to outstanding common stock options

 Shares subject to outstanding Series A warrants

 113,000

 113,000

 Shares subject to outstanding Series B Warrants and PAW

 882,970

 1,347,970

 Shares subject to outstanding Series G warrants and PA Warrants

 4,263,160

 -

 Shares subject to unvested stock awards

 3,709

 6,576

 NOTE
13. LEASES

 Operating
Leases

 ASU
2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated
over the lease term, generally on a straight-line basis. The standard requires a lessee to record a right-of-use asset and a corresponding
lease liability at the inception of the lease, initially measured at the present value of the lease payments. The Company's leases
consist of operating leases on buildings and office space.

 In
accordance with ASU 2016-02, right-of-use assets are amortized over the life of the underlying leases. Lease expense for the years
ended December 31, 2023 and 2022 was $ 534,404 and $ 598,422, respectively. As of December 31, 2023 and 2022, the weighted average
remaining lease term and weighted average discount rates for the operating leases were 3.92 years and 6.08 % and 3.82 years and 5.67 %
respectively.

 Future
minimum lease payment under these operating leases consisted of the following:

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT

 Year ending December 31,

 Operating Lease
 Obligations

 2024

 $
 320,420

 2025

 153,831

 2026

 113,738

 2027

 117,150

 2028

 120,665

 Thereafter

 30,387

 Total undiscounted operating lease payments

 856,191

 Less: Imputed interest

 ( 86,685
)

 Present value of operating lease liabilities

 $
 769,506

 F- 34

 NOTE
14. COMMITMENTS AND CONTINGENCIES

 Legal
Contingencies

 The
Company is subject to various legal proceedings and claims, either asserted or unasserted, arising in the ordinary course of business.
While the outcome of these claims cannot be predicted with certainty, management does not believe the outcome of any of these matters
will have a material adverse effect on our business, financial position, results of operations, or cash flows, and accordingly, $ 0 legal
contingencies are accrued as of December 31, 2023 and 2022. Litigation relating to the insurance brokerage industry is not uncommon.
As such the Company, from time to time have been, subject to such litigation. No assurances can be given with respect to the extent or
outcome of any such litigation in the future.

 Earn-out
liabilities

 The
Company has recognized several earn-out liabilities resulting from contingent consideration provisions included in business combination
agreements. Earn-out consideration is normally earned by acquirees when they meet or exceed pre-agreed upon earnings targets.

 The
following outlines changes to the Company's earn-out liability balances for the respective years ended December 31, 2023 and 2022:

 SCHEDULE OF EARN-OUT LIABILITY

 Kush

 Barra

 Total

 Ending balance December 31, 2022

 $
 667,000

 $
 500,001

 $
 834,943

 $
 147,534

 $
 560,000

 $
 2,709,478

 Payments

 ( 1,433,700
)

 ( 750,001

)

 ( 929,168
)

 ( 147,534

)

 -

 ( 3,260,403
)

 Estimate & fair value adjustments

 1,612,914

 569,734

 94,225

 -

 ( 560,000
)

 Payable in Common Stock

 -

 ( 159,867

)

 -

 -

 -

 ( 159,867

)

 Reclass to loans payable, related parties*

 ( 846,214

)

 -

 -

 -

 -

 ( 846,214

)

 Ending balance December 31, 2023

 $
 -

 $
 159,867

 $
 -

 $
 -

 $
 -

 $
 159,867

 Kush

 Barra

 Total

 Ending balance December 31, 2021

 $
 515,308

 $
 615,969

 $
 992,868

 $
 1,689,733

 $
 -

 $
 3,813,878

 Business combinations

 -

 -

 -

 -

 600,000

 600,000

 Payments

 ( 34,430
)

 ( 326,935
)

 ( 84,473
)

 ( 1,259,086
)

 ( 1,704,924
)

 Estimate & fair value adjustments

 186,122

 210,967

 ( 73,452
)

 ( 283,113
)

 ( 40,000
)

 Ending balance December 31, 2022

 $
 667,000

 $
 500,001

 $
 834,943

 $
 147,534

 $
 560,000

 $
 2,709,478

 *
 As further described in the Note 16, Related Parties, the Company modified the Fortman
 contingent earn-out payable, entering into a fixed payment agreement, thus, the remaining open balance is reclassified to the loans
 payable, related parties account on the consolidated balance sheet as of December 31, 2023.

 F- 35

 NOTE
15. INCOME TAXES

 The
difference between the actual income tax rate versus the tax computed at the Federal Statutory rate follows:

OF ACTUAL INCOME TAX RATE

 2023

 2022

 Federal rate

 21.0
 %

 21.0
 %

 State net of federal

 8.9

 %

 - 7.9
 %

 Non-taxable change in fair value of warrant commitment

 9.3
 %

 - 106.3
 %

 11.8
 %

 46.7
 %

 Rate Change

 - 0.2
 %

 - 4.1
 %

 Other

 0.0
 %

 2.2
 %

 Valuation allowance

 - 50.9
 %

 48.5
 %

 Effective income tax rate

 0.0
 %

 0.0
 %

 The
Company did not have any material uncertain tax positions. The Company's policy is to recognize interest and penalties accrued
related to unrecognized benefits as a component income tax expense (benefit). The Company did not recognize any interest or penalties,
nor did it have any interest or penalties accrued as of December 31, 2023 and 2022.

 Deferred
income tax assets and (liabilities) consist of the following:

OF DEFERRED INCOME TAX ASSETS AND LIABILITIES

 2023

 2022

 Deferred tax assets (liabilities)

 Net operating loss carryforward

 $
 10,399,616

 $
 4,938,164

 Equity-based compensation

 1,462,901

 1,148,836

 ( 332,159
)

 ( 771,631
)

 Intangibles

 694,358

 745,227

 Fixed assets

 ( 151,775
)

 ( 99,002
)

 Right of use assets

 ( 186,905
)

 ( 300,616
)

 Lease liabilities

 194,403

 313,342

 Other

 4,027

 1,525

 Total deferred tax assets

 12,084,466

 5,975,846

 Valuation allowance

 ( 12,084,466
)

 ( 5,975,846
)

 Net deferred tax assets

 $
 -

 $
 -

 The
Company has approximately $ 41.3 million of Federal Net Operating Loss Carry forwards, of which $1.3 million will begin to expire
beginning 2031 and $40.0 million will not expire but are limited to use of 80% of current year taxable income.

 The
Company has approximately $ 34.8
million of state net operation loss carry forward to offset future taxable income in the states in which it currently operates.
These carryforwards start expiring in 2029.

 Internal
Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period.
Such limitation of the net operating losses may have occurred, but we have not analyzed it at this time as the deferred tax asset is
fully reserved.

the year ended December 31, 2023 and 2022, the valuation allowance increased $ 6,108,620 and $ 3,140,780, respectively.

 The
tax periods ending December 31, 2020, 2021, and 2022 are open for examination.

 NOTE
16. RELATED PARTY TRANSACTIONS

 The Company entered into a Loan Agreement with Reliance
Global Holdings, LLC ("Reliance Holdings"), a related party under common control. There is no term to the loan, and it bears
no interest. Repayment will be made as the Company has business cash flows. The proceeds from the various loans were utilized to fund
the acquisitions of USBA, EBS, CCS, SWMT Acquisition, Fortman, Altruis, and UIS. As of December 31, 2023, and the 2022 the Reliance Holdings
related party loan payable balance was $ 0 and $ 100,724 respectively, and Reliance Holdings owned approximately 0 % and 24 % respectively,
of the Company's Common Stock.

 F- 36

 The Company incurred a liability of $ 200,000 to an
employee for a software purchased in July of 2019. The payable was issued with a $ 27,673 discount, utilizing a 7.5 % discount rate. There
are monthly payment terms of $ 4,167 through June 2024, the date of final settlement. The balance is carried at present value on the condensed
consolidated balance sheets. The Company classifies amounts planned to be settled within twelve months from the balance sheet date to
current liabilities. Accordingly, the Company presents current balances of $ 29,167 and $ 47,249 in the current portion of loans payables,
related parties account in the condensed consolidated balance sheets as of December 31, 2023, and December 31, 2022. Non-current amounts
are classified to the loans payable, related parties, less current portion account in the condensed consolidated balance sheets and amounted
to $ 0 and $ 21,541 as of December 31, 2023, and December 31, 2022, respectively. Amortization expense to bring the payable to present value
for the year ended December 31, 2023, was $ 6,918, and is classified to the interest expense, related parties account in the condensed
consolidated statements of operations.

 On September 13, 2022, the Company issued a promissory
note to YES Americana Group, LLC ("Americana") a related party entity beneficially owned by the Company's Chief Executive
Officer, for the principal sum of $ 1,500,000 (the "Note"), accruing monthly interest of 5 % per annum beginning nine months
after Note issuance. On February 7, 2023, the Company and Americana entered into an amendment to the Note pursuant to which (i) the principal
amount of the Note was increased to $ 1,845,000, (ii) the maturity date of the Note was amended to January 15, 2026, (iii) the interest
rate under the Note shall not increase after the maturity date, and (iv) the Note can be converted at any time, at the option of Americana,
into shares of the Company's common stock, par value $ 0.086 per share at an agreed upon conversion price. On February 13, 2023,
Americana effectuated a conversion of $ 645,000 of the Note into 66,743 shares of the Company's common stock, $ 0.086 par value per
share, in accordance with the terms of the Amendment. In addition, throughout the year of 2023 the Company repaid principal to Americana
of $ 693,145. As of December 31, 2023, and December 31, 2022 respectively, the balance owed to Americana was $ 0 and $ 1,500,000, reclassified
and recorded in the convertible debt, related parties, less current portion account in the condensed consolidated balance sheets. Interest
expense for the year ended December 31, 2023, was $ 5,334, recorded to interest expense, related parties in the condensed consolidated
statements of operations. Americana owned approximately 5.52 % and 0.00 % respectively, of the Company's Common Stock as of December
31, 2023, and 2022 respectively.

to the first amendment to the April 26, 2022 asset purchase agreement between the Company and Barra & Associates, LLC, a related
party entity beneficially owned by a senior vice president of the Company, the Company agreed to pay a deferred purchase price (the "DPP")
of $ 1,375,000 by January 31, 2023, and all amounts unpaid thereafter will accrue interest at a rate of 1.5 % per month until paid. The
Company intends to fully repay all unpaid amounts inclusive of interest over the next two years. The Company classifies amounts planned
to be settled within twelve months from the balance sheet date to current liabilities. Accordingly, the Company reclassifies and presents
current balances of $ 233,504 and $ 1,375,000 respectively, in the current portion of loans payables, related parties account in the condensed
consolidated balance sheets as of December 31, 2023 and December 31, 2022. Non-current amounts are classified to the loans payable, related
parties, less current portion account in the condensed consolidated balance sheets and amounted to $ 247,055
 and $ 0 as of December 31, 2023, and December 31, 2022 respectively. Interest expense for the year ended December 31, 2023 was
$ 145,344, recorded to interest expense, related parties in the condensed consolidated statements of operations.

 The Company,
Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (collectively, the "Parties")
entered into a purchase agreement on or around May 1, 2019 (the "Purchase Agreement"), whereby the Company purchased the business
and certain assets noted within the Purchase Agreement, as well as that certain second amendment to the Purchase Agreement on or around
May 18, 2023 (the "Second Amendment"). On January 11, 2024, the Parties entered into that certain third amendment to the Purchase
Agreement (the "Third Amendment"), pursuant to which the Parties agreed to a total remaining earn-out balance of $ 423,107
owed to both Jonathan Fortman and Zachary Fortman each under the Purchase Agreement, both employees and related parties to the Company,
for a combined total earn-out amount owed of $ 846,214 (the "Remaining Balances"). In satisfaction of such Remaining Balances,
the Company agreed to pay $ 11,000.00 on the first business day of each month to both Jonathan Fortman and Zachary Fortman each until the
Remaining Balances are paid in full. In addition, the Parties agreed under the Third Amendment that the Remaining Balances shall accrue
interest at the rate of 10 % per annum until the Remaining Balances are paid in full, with an effective date of January 2, 2024, for purposes
of the commencement of interest accrual. Since the Remaining Balances are final and no longer subject to contingencies, as of December
31, 2023 and the period then ended, they have been reclassified from the earn-out liability account to the loan payable, related parties,
less current portion account in the amount of, $ 650,473 and the current portion of loans payables, related parties in the amount of, $ 195,741
and for the same period ended no interest has accrued.

 NOTE
17. SUBSEQUENT EVENTS

 On February 15, 2024,
the Company entered into an At Market Issuance Sales Agreement (the "ATM Agreement") with EF Hutton LLC (the "Agent"),
pursuant to which the Company may offer and sell, from time to time through the Agent, shares of its Common Stock (the "Shares"),
having an aggregate offering price of up to $ 858,637.
Any Shares offered and sold in the offering will be issued pursuant to the Company's effective shelf registration statement on
Form S-3 (File No. 333-275190), which was declared effective by the Securities and Exchange Commission on November 7, 2023, and the related
prospectus supplement and accompanying base prospectus relating to the offering of the Shares. Under the Agreement, the Agent may sell
Shares by any method permitted by law and deemed to be an "at-the-market" offering as defined in Rule 415 promulgated under
the Securities Act of 1933, as amended (the "Securities Act"). The offering of Shares pursuant to the Agreement will terminate
upon the earlier of (i) the sale of all of the Shares subject to the Agreement, or (ii) the termination of the Agreement by the Agent
or the Company, as permitted therein. The Company shall pay to the Agent in cash, upon each sale of Shares pursuant to the ATM Agreement,
an amount equal to 3.5% of the gross proceeds from each sale of Shares. The Company will also reimburse the Agent for certain specified
expenses in connection with entering into the Agreement. The Company has since sold 187,614 shares of Common Stock under the ATM Agreement,
receiving proceeds, net of $ 4,634 Agent commissions, of $ 124,649.

 F- 37

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 The
following exhibits are filed or furnished with this Annual Report on Form 10-K.

 Exhibit
 No.

 Description

 3.1

 Amended and Restated Articles as filed on November 27, 2023 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2023)

 3.2

 Bylaws of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)).

 4.1

 Form of Series C Warrant (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).

 4.2

 Form of Series D Warrant (incorporated herein by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).

 4.3

 Series G Common Stock Purchase Warrant dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023).

 4.4*

 Description of Capital Stock.

 4.5

 Form of Senior Indenture (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-3 (File No. 333-275190) filed on October 27, 2023).

 4.6

 Form of Subordinated Indenture (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3 (File No. 333-275190) filed on October 27, 2023).

 10.2

 Irrevocable Assignment & Acquisition Agreement between Reliance Global Holdings, LLC and Ezra Beyman effective as of June 3, 2020 (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)).

 10.3

 Lease between Coverage Consultants Unlimited, Inc. and Commercial Coverage Solutions, LLC dated August 17, 2020 (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)).

 10.4

 Master Credit Agreement between Southwestern Montana Insurance Center, LLC and Oak Street Funding LLC dated April 3, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (Amendment No. 1) filed with the Securities and Exchange Commission on December 4, 2020 (File No. 333-249381)).

 10.5

 Reliance Global Group Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)).

 10.6

 Amendment No. 1 to Securities Purchase Agreement between Nsure Inc. and Reliance Global Group, Inc. dated October 8, 2020 (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)).

 10.7

 Form of Warrant Agent Agreement between Reliance Global Group, Inc. and VStock Transfer, LLC (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)).

 10.8

 Purchase Agreement among Kush Benefit Solutions, LLC, J.P. Kush and Associates, Inc. and Joshua Kushnereit dated May 12, 2021 (incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).

 10.9

 Form of Securities Purchase Agreement among Reliance Global Group, Inc. and the investors identified on the signature pages thereto dated as of December 22, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).

 10.10

 Form of Registration Rights Agreement 2021 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).

 10.11

 Form of Series B Warrant (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).

 10.12

 Form of Certificate of Designation for Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).

 10.13

 Asset Purchase Agreement between Reliance Global Group, Inc. and Medigap Healthcare Insurance Company, LLC and the sole member thereof entered into agreement as of December 21, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2022 (SEC File No. 001-40020)).

 10.14

 Form of Investor Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).

 10.15

 Form of Medigap Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).

 10.16

 Asset Purchase Agreement between RELI Exchange, LLC and Barra & Associates, LLC dated April 26, 2022 (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020)).

 10.17

 Security Agreement between Medigap Healthcare Insurance Agency, LLC and Oak Street Funding LLC dated April 26, 2022 (Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020))

 10.18

 Employment Agreement between Reliance Global Group, Inc. and Grant Barra dated April 26, 2022 Incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020))Ex. 10.3

 10.19

 Promissory Note issued by Reliance Global Group, Inc. to YES Americana Group LLC on September 13, 2022 (incorporated herein by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 (SEC File No. 001-40020)).

 10.20

 Amendment No. 1 to the Promissory Note between Reliance Global Group, Inc. and YES Americana Group, LLC, dated as of February 7, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2023 (SEC File No. 001-40020)).

 10.21

 Promotion Letter by and between Reliance Global Group, Inc. and Joel Markovits dated as of December 28, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2023 (SEC File No. 001-40020)).

 10.22#

 Securities Purchase Agreement, dated March 13, 2023, between Reliance Global Group, Inc. and Investor (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).

 10.23

 Form of Warrant (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).

 10.24

 Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).

 10.25

 Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).

 10.26

 Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).

 10.27

 Second Amendment to the Purchase Agreement, dated as of May 18, 2023, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2023).

 10.28

 Confidential Settlement and Mutual General Release Agreement, dated as of June 30, 2023, by and among the registrant, Medigap Healthcare Insurance Agency, LLC, Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC, Joseph J. Bilotti, III, Kyle Perrin, Zachary Lewis, T65 Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc., and Seniors First Life, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2023).

 10.29

 Second Amendment to the Purchase Agreement, dated as of May 18, 2023, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.27 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (File No. 333-271110) filed on September 8, 2023).

 10.30

 Confidential Settlement and Mutual General Release Agreement, dated as of June 30, 2023, by and among the registrant, Medigap Healthcare Insurance Agency, LLC, Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC, Joseph J. Bilotti, III, Kyle Perrin, Zachary Lewis, T65 Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc., and Seniors First Life, LLC (incorporated by reference to Exhibit 10.28 to Amendment No. 1 to the Company's Registration Statement on Form S-1 (File No. 333-271110) filed on September 8, 2023).

 10.31

 Amendment #1 to the Purchase Agreement, dated as of September 29, 2023, by and between Reliance Global Group, Inc., Southwestern Montana Insurance Center, LLC, Southwestern Montana Financial Center, Inc., and Julie A. Blockey (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 4, 2023).

 10.32

 Inducement Offer to Extend Existing Warrants, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. Blockey (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 13, 2023).

 10.33

 Inducement Offer to Exercise Series F Warrants to Subscribe for Common Shares, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 13, 2023).

 10.34

 Exchange Offer of Warrants to Purchase Common Stock and Amendment, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Hudson Bay Master Fund Ltd. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 13, 2023).

 10.35

 Third Amendment to the Purchase Agreement, dated as of January 11, 2024, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 11, 2024).

 10.36

 Executive Employment Agreement, dated January 25, 2024, between the Company and Ezra Beyman (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 31, 2024).

 10.37

 At Market Issuance Sales Agreement, dated February 15, 2024, by and between the registrant and EF Hutton LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 16, 2024).

 14.1

 Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

 21.1

 List of subsidiaries (incorporated by reference to exhibits to the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2022).

 23.1*

 Consent of Mazars USA LLP.

 24.1*

 Power of Attorney (included on the signature page).

 31.1*

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002

 31.2*

 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002

 32.1**

 Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 *

 Filed
 herewith

 **

 Furnished
 herewith

 Includes
 management contracts and compensation plans and arrangements

 #

 Certain
 schedules and exhibits have been omitted pursuant to Item 601(A)(5) of Regulation S-K. The Company will furnish supplementally copies
 of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on April 4, 2024.

 Global Group, Inc.

 By:

 /s/
 Ezra Beyman

 Ezra
 Beyman

 Chief
 Executive Officer and Chairman of the Board

 POWER
OF ATTORNEY

 Each
person whose signature appears below hereby appoints Ezra Beyman and Joel Markovits, and each of them, as attorney-in-fact with full
power of substitution to execute in the name and on behalf of the registrant and each such person, individually and in each capacity
stated below, one or more amendments to the annual report on Form 10-K, which amendments may make such changes in the report as the attorney-in-fact
acting deems appropriate and to file any such amendment to the annual report on Form 10-K with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Ezra Beyman

 Chief
 Executive Officer and Executive Chairman and Director

 Ezra
 Beyman

 (Principal
 Executive Officer)

 /s/
 Joel Markovits

 Chief
 Financial Officer

 Joel
 Markovits

 (Principal
 Financial and Accounting Officer)

 /s/
 Scott Korman

 Scott
 Korman

 /s/
 Sheldon Brickman

 Sheldon
 Brickman

 /s/
 Ben Fruchtzweig

 Ben
 Fruchtzweig

 /s/
 Alex Blumenfrucht

 Alex
 Blumenfrucht