8-K - EZRA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2025

March31, 2025

RELIANCE

GLOBAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida	001-40020	46-3390293
(State<br> or Other Jurisdiction<br><br> of Incorporation)	(Commission<br> <br><br> File Number)	(IRS<br> Employer<br><br> Identification No.)
300 Blvd. of the Americas, Suite 105 Lakewood, New Jersey	08701
---	---
(Address<br> of Principal Executive Offices)	(Zip<br> Code)

(732)380-4600

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, par value $0.86 per share	RELI	The<br> NASDAQ Capital Market
Series<br> A Warrants to purchase shares of Common Stock, par value $0.86 per share	RELIW	The<br> NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item9.01. Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

The following financial statements of Spetner Associates, Inc. are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference:

●	The<br> audited consolidated financial statements of Spetner Associates, Inc. as of and for the years<br> ended December 31, 2024 and 2023, and the related notes thereto.
●	The<br> unaudited consolidated financial statements of Spetner Associates, Inc. as of and for the<br> three months ended March 31, 2025 and 2024, and the related notes thereto.

(b)Pro Forma Financial Information.

The following unaudited pro forma condensed consolidated financial information of Reliance Global Group, Inc., giving effect to the proposed acquisition of Spetner Associates, Inc. is filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference:

●	Unaudited<br> pro forma condensed consolidated balance sheet as of March 31, 2025, and unaudited pro forma<br> condensed consolidated statement of operations for the three months ended March 31, 2025.
●	Unaudited<br> pro forma condensed consolidated balance sheet as of December 31, 2024, and unaudited pro<br> forma condensed consolidated statement of operations for the year ended December 31, 2024.

(d)Exhibits

Exhibit<br> Number	Description
99.1	Audited<br> Financial Statements of Spetner Associates, Inc. for the Years Ended December 31, 2024 and 2023 & Unaudited Financial Statements<br> of Spetner Associates, Inc. for the Three Months Ended March 31, 2025 and 2024
99.2	Management’s<br> Discussion and Analysis of Spetner Associates, Inc. for the Year Ended December 31, 2024 and 2023
99.3	Management’s<br> Discussion and Analysis of Spetner Associates, Inc. for the Three Months Ended March 31, 2025 and 2024
99.4	Unaudited<br> Pro Forma Condensed Consolidated Financial Statements of Reliance Global Group, Inc. as of and for the Three Months Ended March 31,<br> 2025
99.5	Unaudited Pro Forma Condensed Consolidated Financial Statements of Reliance Global Group, Inc. as of and for the Year Ended December 31, 2024
23.1	Consent of Urish Popeck & Co., LLC
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Reliance Global Group, Inc.
Dated:<br> June 24, 2025	By:	/s/ Ezra Beyman
		Ezra<br> Beyman
		Chief<br> Executive Officer

Exhibit23.1

Consent of Independent Auditor

We hereby consent to the use in the Form 8-K of Reliance Global Group, Inc. of our report dated March 31, 2025, relating to the consolidated financial statements of Spetner Associates, Inc., which is contained in the Form 8-K.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ Urish Popeck & Co., LLC

Pittsburgh, Pennsylvania

June 24, 2025

BDO USA, P.C., a Virginia professional corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.BDO is the brand name for the BDO network and for each of the BDO Member Firms.

Exhibit 99.1

FINANCIAL

STATEMENTS FOR SPETNER ASSOCIATES, INC.

SPETNER

ASSOCIATES, INC.

CONSOLIDATED

FINANCIAL STATEMENTS

AS

OF AND FOR THE YEARS DECEMBER 31, 2024 AND 2023

INDEX

TO FINANCIAL STATEMENTS

TABLE

OF CONTENTS

Independent Auditor’s Report	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Stockholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-7
Notes to the Consolidated Financial Statements	F-8

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Independent

Auditors’ Report

The Shareholders

Spetner Associates, Inc.

Saint Louis. Missouri

Opinion

We have audited the accompanying consolidated financial statements of Spetner Associates, Inc. (“the Company”) which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the years then ended and the related notes to the consolidated financial statement.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Spetner Associates, Inc. as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Basisfor Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America(GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Spetner Associates, Inc. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilitiesof Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued or available to be issued.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditors’Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance, and therefore, is not a guarantee that an audit conducted in accordance with GAAS, will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS we:

●	Exercise<br> professional judgment and maintain professional skepticism throughout the audit.
●	Identify<br> and assess the risks of material misstatement of the consolidated financial statements, whether<br> due to fraud or error, and design and perform audit procedures responsive to those risks.<br> Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures<br> in the consolidated financial statements.
●	Obtain<br> an understanding of internal control relevant to the audit in order to design audit procedures<br> that are appropriate in the circumstances, but not for the purpose of expressing an opinion<br> on the effectiveness of the Company’s internal control. Accordingly, no such opinion<br> is expressed.
●	Evaluate<br> the appropriateness of accounting policies used and the reasonableness of significant accounting<br> estimates made by management, as well as evaluate the overall presentation of the consolidated<br> financial statements.
●	Conclude<br> whether, in our judgment, there are conditions or events, considered in the aggregate, that<br> raise substantial doubt about the Company’s ability to continue as a going concern<br> for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Urish Popeck & Co., LLC

March 31, 2025

Pittsburgh, PA

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SPETNER

ASSOCIATES, INC.

CONSOLIDATED

BALANCE SHEETS

AS

OF DECEMBER 31, 2024 AND 2023

			December 31,
			2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	2,782,170		$	1,770,797
Accounts receivable, net	148,249			104,028
Cash balance plan assets	332,443			279,000
Total Current Assets	3,262,862			2,153,825
Property and equipment, net	17,097			27,355
TOTAL ASSETS	3,279,959		$	2,181,180
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	35,228		$	100,818
Accrued expenses	88,464			74,201
Profit sharing plan liability	131,201			308,637
Premiums – Insurance Carriers	2,066,050			1,533,809
Notes payable, current portion	7,829			6,674
Notes payable, current portion – related party	711			73,079
Notes payable, current portion	711			73,079
Revolving line of credit	-			80,000
Total Current Liabilities	2,329,483			2,177,218
Notes payable, noncurrent portion	14,458			23,348
TOTAL LIABILITIES	2,343,941			2,200,566
Equity
Common stock, 1.00 par value; 30,000 shares authorized as of December 31, 2024 and 2023, 100 shares<br> issued and outstanding as of December 31, 2024 and 2023	100			100
Additional paid in capital	912,359			478,900
Retained earnings	(59,870	)		(1,308,430	)
Accumulated other comprehensive income	83,429			810,044
TOTAL<br> SHAREHOLDER (DEFICIT)	936,018			(19,386	)
TOTAL<br> LIABILITIES AND SHAREHOLDER (DEFICIT)	3,279,959		$	2,181,180

All values are in US Dollars.

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SPETNER

ASSPOCIATES, INC.

CONSOLIDATED

STATEMENTS OF COMPREHENSIVE INCOME

FOR

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

	December 31,		December 31,
	2024		2023
Revenue
Commission income
Service and fee income
Total revenue
Operating expenses
Commission expense
Enrollment expense
Salaries and wages
General and administrative
Pension expense
Related party service fees
Total operating expenses
Net income from operations
Other income (expense)
Charitable contribution expense		)		)
Interest income (expense), net
Total other income (expense)		)		)
Net income before other comprehensive income
Other comprehensive income
Gain (loss) in fair value of Plan Assets		)
Net comprehensive income

All values are in US Dollars.

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SPETNER

ASCOCIATES, INC.

CONSOLIDATED

STATEMENTS OF SHAREHOLDERS EQUITY

FOR

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

	Shares		Amount		Capital		Deficit)			Income			Total
	Year Ended December 31, 2024
							Retained			Accumulated
					Additional		Earnings			Other
	Common Stock				Paid-in		(Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit)			Income			Total
Balances, December 31, 2023		100	$	100	$	478,900	$	(1,308,430	)	$	810,044		$	(19,386	)
Owner dividends		-		-		-		(896,105	)		-			(896,105	)
Shareholder contributions		-		-		423,382		-			-			423,382
Related party note payable forgiven as shareholder contribution						10,077								10,077
Net income for the year ended December 31, 2024		-		-		-		2,144,665			-			2,144,665
Other comprehensive loss for the year ended December 31, 2024		-		-		-		-			(726,615	)		(726,615	)
Balances, December 31, 2024		100	$	100	$	912,359	$	(59,870	)	$	83,429		$	936,018

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SPETNER

ASCOCIATES, INC.

CONSOLIDATED

STATEMENTS OF SHAREHOLDERS EQUITY

FOR

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Continued)

	Shares		Amount		Capital		Deficit)			Income		Total
	Year Ended December 31, 2023
							Retained			Accumulated
					Additional		Earnings			Other
	Common Stock				Paid-in		(Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit)			Income		Total
Balances, December 31, 2022		100	$	100	$	418,900	$	(1,074,101	)	$	148,532	$	(506,569	)
Balances		100	$	100	$	418,900	$	(1,074,101	)	$	148,532	$	(506,569	)
Owner dividends		-		-		-		(391,930	)		-		(391,930	)
Shareholder contributions		-		-		60,000		-			-		60,000
Net income for the year ended December 31, 2023		-		-		-		(157,601	)		-		(157,601	)
Other comprehensive income for the year ended December 31, 2023		-		-		-		-			661,512		661,512
Balances, December 31, 2023		100	$	100	$	478,900	$	(1,308,430	)	$	810,044	$	(19,386	)
Balances		100	$	100	$	478,900	$	(1,308,430	)	$	810,044	$	(19,386	)

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SPETNER

ASSOCIATES, INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

FOR

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

	2024			2023
	Year ended December 31,
	2024			2023
Cash flows from operating activities:
Net income	$	2,144,665		$	157,601
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation		10,258			10,498
Pension expense		1,542			401,713
Bad debt expense		87,583			129,000
Changes in operating assets and liabilities:
Accounts receivable		(131,804	)		(27,386	)
Accounts payables		(65,590	)		48,821
Accrued expenses		14,263			16,419
Premiums due – insurance carriers		532,241			771,355
Cash balance plan asset		(781,600	)		(169,969	)
Profit sharing plan liability		(177,436	)		38,115
Net cash provided by operating activities		1,634,122			1,376,167
Cash flows from investing activities:
Net cash used in investing activities:		-			-
Cash flows from financing activities:
Proceeds from revolving line of credit		-			80,000
Repayment of revolving line of credit		(80,000	)		-
Repayment of note payable		(7,735	)		(7,515	)
Proceeds from related party note payable		339,173			87,726
Repayment of related party note payable		(401,464	)		(257,484	)
Shareholder contributions		423,382			60,000
Dividend distributions		(896,105	)		(391,930	)
Net cash used in financing activities		(622,749	)		(429,203	)
Net increase in cash		1,011,373			946,964
Cash and cash equivalents, beginning of year		1,770,797			823,833
Cash and cash equivalents, end of year	$	2,782,170		$	1,770,797
Supplemental cash flow information:
Cash paid for interest	$	660		$	1,643
Cash paid for income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities
Related party note payable forgiven as shareholder contribution	$	10,077		$	-

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SPETNER

ASSOCIATES, INC.

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER

31, 2024 AND 2023

NOTE

1 – ORGANIZATION AND NATURE OF OPERATIONS

Spetner Associates, Inc. (“Spetner”) is a Missouri corporation that was originally incorporated in the state of Missouri on November 8, 1991. NRoll, LLC (“NRoll”) and Benefits Counselors, LLC (“Benefits Counselors”) are affiliates of Spetner, and all three companies operate jointly through shared management and shared operations. Spetner, NRoll, and Benefits Counselors also related through common ownership and are collectively referred to as the “Company”.

On January 1, 2024, the members of NRoll and Benefits Counselors assigned their respective membership interests to Spetner. The combination was accounted for as a common control transaction. Accordingly, the assets and liabilities of NRoll and Benefits Counselors were consolidated in the consolidated financial statements of Spetner. The consolidated financial statements have been retrospectively adjusted to include the results of NRoll and Benefits Counselors as if the combination occurred at the beginning of the earliest period presented. (See Note 6 Equity)

Spetner, NRoll and Benefits Counselors are benefit enrollment companies that assist businesses access insurance products and the voluntary benefits marketplace for their employees.

NOTE

2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTNG POLICIES

Basisof Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company adopted a December 31 fiscal year-end for financial statement reporting purposes.

The consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. In their opinion, such financial information is presented fairly and for all periods represented.

Principlesof Consolidation and Basis of Accounting

On January 1, 2024, the members of NRoll and Benefits Counselors assigned their respective membership interests to Spetner. Prior to the assignment, Spetner, NRoll and Benefits Counselors were under common control and therefore this transaction was accounted for as a common control transaction resulting in a change in reporting entity. The combination was accounted for at the carrying value of the three companies. The consolidated financial statements include the accounts of Spetner, nRoll, and Benefits Counselors. The consolidated financial statements have been retrospectively adjusted to include the results of NRoll and Benefits Counselors as if the combination occurred at the beginning of the earliest period presented. All material inter-company accounts and transactions have been eliminated.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements to maintain consistency between periods presented.

AccountingEstimates

The preparation of consolidated financial statements in conformity with U.S. GAAP in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cashand cash equivalents

The

Company considers all highly liquid money market funds and certificates of deposit with original maturities of less than three months to be cash equivalents. The Company maintains its cash balances with various banks. The balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company monitors the cash balances held in its bank accounts, and as of December 31, 2024 and 2023, did not have any concerns regarding cash balances which exceeded the insured amounts. At December 31, 2024 the Company maintained a cash sweep account invested primarily in an overnight sweep account totaling $2,121,000. The Company has not experienced any losses in these accounts and takes certain cash and risk management measures to limit its exposure to the risk of such losses.

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AccountsReceivable, Net

Accounts

receivables are recorded at the amount the Company expects to collect on the balance outstanding at year-end. Management closely monitors outstanding balances during the year and recognizes an allowance for expected credit losses if appropriate. The Company writes off bad debts as they occur during the year. As of December 31, 2024 and 2023, the Company had recognized $216,583 and $129,000, respectively, as the allowance for doubtful accounts.

Propertyand Equipment, Net

Property and equipment is stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expenses as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the consolidated statement of operations for the period in which the disposal occurred. The Company computes depreciation utilizing estimated useful lives, as stated below:

SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES

Property and Equipment Categories	Estimated<br><br> <br>Useful Life
Office<br> equipment	5<br> - 7 Years
Furniture<br> & fixtures	7<br> Years
IT<br> equipment	5<br> Years
Automobiles	5<br> Years

Leases

The Company determines if an arrangement is a lease at inception. Leases are analyzed for classification as either an operating lease or as a finance lease. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. All leases that have lease terms of one year or less are considered short-term leases, and therefore are not recorded through a ROU asset or liability. As of December 31, 2024, and 2023, the Company did not have any leases with terms greater than 12 months.

The

Company has a month-to-month lease for an office space in St. Louis, Missouri owned by a related party through common ownership. The Company recognized related party rent expense due to this lease of $75,000 and $80,000 for the years ended December 31, 2024 and 2023, respectively.

The Company maintains a month-to-month lease for an office space in Cincinnati, Ohio. The lease was initially signed on March 21, 2019 with a three year term following which the lease was amended and renewed on a month-to-month basis.

RevenueRecognition

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 following outlines the core principles of ASC 606:

Identificationof 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.

Identificationof 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.

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Determinationof 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.

Allocationof 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.

Recognitionof 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.

The Company focuses primarily on agency services for insurance products in the healthcare and life spaces, Healthcare includes plans for individuals and families, and commercial businesses.

Healthcare and Life revenue recognition:

The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to individual policy holders (“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.

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 will no longer receive any commissions from Carriers even with business still in place. In some instances, trailing commissions could occur which would be recognized like other Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary.

The Company recognizes revenue at a point in time when it satisfies its monthly performance obligation and control of the service transfers to a carrier. Transfer occurs when Members 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.

The following shows the disaggregation of the Company’s revenue:

SCHEDULE OF DISAGGREGATION OF REVENUE

	2024		2023
	Year Ended
	December 31,
	2024		2023
Health	$	14,082,100	$	7,526,071
Life		179,191		207,436
Other		412,831		218,363
Total	$	14,674,122	$	7,951,870

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ConcentrationRisk from Revenues

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

SCHEDULE OF CONCENTRATION RISK FROM REVENUES

	Year Ended
	December 31,
	2024			2023
Insurance carrier A		40	%		30	%
Insurance carrier B		26	%		19	%
Insurance carrier C		10	%		15	%

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.

ConcentrationRisk from Accounts Receivable

Insurance carriers representing 10% or more of total accounts receivable are presented in the table below:

SCHEDULE OF CONCENTRATION RISK FROM ACCOUNTS RECEIVABLE

	As of
	December 31,
	2024			2023
Customer A		-*			54	%
Customer B		-*			24	%
Customer C		-*			10	%
Customer D		71	%		-*
Customer E		11	%		-*
*	Represents amount less than 10%
---	---

No other single customer accounted for more than 10% of the Company’s accounts receivable. The loss of any significant customer could have a material adverse effect on the Company.

Serviceand Fee Income

Service and fee income is composed of income earned from insurance carriers that is not paid on a commission basis. It also includes revenue recognized as a result of IT services performed for clients.

RelatedParty Service Fees

Related party service fees is composed of IT service expenses performed for the Company by a related party vendor.

IncomeTaxes and Uncertain Tax Positions

Spetner Associates, Inc has elected to be taxed as an S corporation as it is an eligible small business corporation. Both nRoll and Benefit Counselors are single member LLCs. Accordingly, all entities are pass-through entities not subject to federal tax. Instead, the income, deductions, credits, and other tax items are passed through to the individual shareholder or members who report these items on their personal tax returns. Accordingly, the consolidated financial statements do not include a provision for income taxes.

Management has evaluated the entities’ tax position and determined that that there are no uncertain positions that require recognition or disclosure in the consolidated financial statements with applicable accounting standards.

RecentlyIssued Accounting Standards

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires entities to disclose significant segment expenses regularly provided to the CODM. Public entities with a single reporting segment have to provide all disclosures required by ASC 280, including the significant segment expense disclosures. For public business entities, the guidance is effective for annual periods beginning after December 15, 2023. The Company adopted this standard as of January 1, 2024 and it did not have an impact on the consolidated financial statements.

| F-11 |

| --- |

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The Company adopted this ASU as of January 1, 2023. The adoption did not have a material impact on the Company’s financial statements.

NOTE

3 – PROPERTY, PLANT AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 2024 and 2023:

SCHEDULE

OF PROPERTY AND EQUIPMENT

	December 31,			December 31,
	2024			2023
Office Equipment	$	144,505		$	144,505
Furniture & fixtures		10,819			10,819
IT Equipment		47,996			47,996
Automobile		51,290			51,290
		254,610			254,610
Less: accumulated depreciation		(237,513	)		(227,255	)
Net book value	$	17,097		$	27,355

Depreciation

expense for the year ended December 31, 2024 and 2023, was $10,258 and $10,498, respectively.

NOTE

4 – NOTES PAYABLE

The

Company has an informal agreement with the owners of Spetner, NRoll and Benefits Counselor to continually borrow from the owners as working capital needs arise. These additional funds are to be repaid as funding becomes available and are shown on the Consolidated Balance Sheet as related party notes payable. The additional funds are non-interest bearing and non-collateralized. During the year ended December 31, 2024, the owners agreed to forgive $10,077 of the related party note payable owed. As a result the Company recognized a shareholder contribution of $10,077 on the consolidated statement of shareholders’ equity. As of December 31, 2024 and 2023, the outstanding balance owed was $711 and $73,079, respectively.

On

December 19, 2023, the Company signed a commercial loan (the “revolving line of credit”) with one of the Company’s banks. The revolving line of credit matured on September 19, 2024, accrued interest at a rate of 7.86% and had a principal balance of $80,000. On January 10, 2024, the Company repaid the outstanding balance of the revolving line of credit.

On August 30, 2021, the Company financed the purchase of an automobile through a loan. The loan had an original principal balance of $46,690, a maturity date of September 14, 2027, and requires fixed monthly payments of $700 that include both interest and principal. As of December 31, 2024 and 2023, the outstanding balance of the loan was $22,287 and $30,021, respectively. Principal payments for the next five years and thereafter as of December 31, 2024 were as follows:

SCHEDULE

OF MATURITIES OF LONG TERM DEBT

Remainder of 2025
2025	$	8,540
2026		7,829
2027		6,629
2028		-
2029		-
Year six		-
Thereafter		-
Total principal payments	$	22,998
Less: debt discounts		-
Total notes payable	$	22,998

| F-12 |

| --- |

NOTE

5 – RETIREMENT PLANS

CashBalance Plan

Spetner offers its employees a cash balance defined benefit plan (the “Plan”) The Company additionally recognizes a gain (or loss) on the change in fair value of the assets held by the cash balance plan.

Under

a cash balance plan, each participant in the plan has an individual account that is credited annually with a pay credit and an interest credit. The Company is responsible for funding plans and bears the investment risk. At retirement, the account balance may be taken as lifetime annuity or a lump sum. Effective January 1, 2024, the cash balance plan was frozen, and as a result the participant accounts’ ceased getting credited with the pay credit. For the years ended December 31, 2024 and 2023, the aggregate increase in the participants’ account was $1,542 and $401,713, respectively. Increases to the benefit liability owed to participating employees are recorded as pension expense

The

company contributes to the Plan to meet targeted funding requirements in accordance with regulations governing retirement plans. For the years ended December 31, 2024 and 2023, the Company contributed $781,600 and $169,969, respectively.

The

Plan held assets of $1,379,210 and $1,324,225 on December 31, 2024 and 2023, respectively. Accumulated benefits under the Plan were $1,046,767 and $1,045,225 on December 31, 2024 and 2023. The Company additionally recognizes a gain (or loss) on the change in fair value of the assets held by the cash balance plan.

The

funded status of the plan reflected in the balance sheet was net asset of $332,443 on December 31, 2024, and net asset of $279,000 at December 31, 2023.

All

the plan assets are invested in mutual funds considered level 1 assets in the fair value hierarchy. The plan’s assets reported an unrealized loss in fair value of $726,615 for the year ended December 31, 2024, and an unrealized gain in fair value of $661,512 for the year ended December 31, 2023.

ProfitSharing Plan

Spetner

offers its employees a 401(k) defined contribution and profit sharing plan. Spetner’s contributions are discretionary amounts that are allocated among the participating employees. Participating employees may elect to receive their benefits as a monthly annuity payment to themselves as a single recipient, or as a reduced monthly annuity to themselves and a surviving spouse. As of December 31, 2024 and 2023, the profit sharing plan had a net plan liability of $131,201 and $308,637, respectively.

Employer

contributions were $177,436 and $100,553 for the years ended December 31, 2024 and 2023, respectively.

NOTE

6 – EQUITY

Equity

On January 1, 2024, the members of NRoll and Benefits Counselors assigned their respective membership interests to Spetner. The consolidated financial statements have been retrospectively adjusted to include the results of NRoll and Benefits Counselors as if the combination occurred at the beginning of the earliest period presented.

Stockholders’Agreement

On September 4, 2024 Jonathan Spetner, the sole stockholder of Spetner, and Agudath Israel of America (“Agudath”) agreed to a Stock Transfer Agreement and a Stockholders’ Agreement (together known as the “Stock Transfer”). In accordance with the Stock Transfer Jonathan Spetner transferred 15 shares of Spetner common stock to Agudath in a consideration-free transaction. Additionally, Jonathan Spetner and Agudath agreed to certain restrictions on the transfer of Spetner common stock and that Jonathan Spetner shall have the right to designate all persons for appointment to the Board of Directors of Spetner.

| F-13 |

| --- |

CommonStock

As

of December 31, 2024 and 2023 Spetner had 30,000 shares of common stock authorized. The common stock has a par value of $1. As of December 31, 2024 and 2023 Spetner had 100 shares of common stock issued and outstanding.

ShareholderContributions

During

the years ended December 31, 2024 and 2023 Spetner received shareholder contributions of $433,459 and $60,000, respectively.

NOTE

7 – SEGMENT REPORTING

SEGMENT

RPEORTING

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the Company’s Chief Executive Officer, the chief operating decision-maker (“CODM”). For accounting purposes, the CODM is making decisions regarding resource allocation and assessing performance based on net income from operations as reported in the Company’s consolidated financial statements. The Company views its operations and manages its business in one operating segment: the Insurance segment.

The CODM does not review assets in evaluating the results of the Insurance Segment, and therefore, such information is not presented. The following table provides the financial results of our Insurance Segment:

SCHEDULE OF INSURANCE SEGMENT

	December 31,		December 31,
	2024		2023
Revenue
Commission income
Service and fee income
Total revenue
Less: Significant and other Insurance Segment expenses
Commission expense
Enrollment expense
Salaries and wages
General and administrative
Pension expense
Related party expenses
Insurance segment net income
Reconciliation of segment net income
Charitable contribution expense		)		)
Interest income (expense), net
Net income

All values are in US Dollars.

NOTE

8 – ACQUISITION AGREEMENT

Spetner,

Jonathan Spetner and Agudath Israel of America (the “Sellers”), and Reliance Global Group, Inc. (“RELI”) agreed to a Stock Exchange Agreement. The Stock Exchange Agreement was initially dated as of May 14, 2024, was amended on September 6, 2024, and was further amended on October 29, 2024. Pursuant to the amended Stock Exchange Agreement, the Sellers agreed to sell stock representing 80% of the equity ownership in Spetner to RELI (the “First Closing”) in exchange for $13,714,286 in consideration (the “First Purchase Price”). The First Purchase Price consists of approximately 1) $5,500,000 in cash, 2) a promissory note with aggregate principal of $2,500,000, and 3) a number of shares of RELI common stock equal to a beneficial ownership of 9.9% in RELI. Any remaining unpaid portion of the First Purchase Price is to be paid through the issuance of a promissory note.

On

October 29, 2024 RELI issued 140,064 shares of RELI common stock (the “deposit shares”) to Spetner’s stockholders. The deposit shares had a fair value of $329,431 and are considered a prepayment of a portion of the First Purchase Price.

The stock representing the remaining 20% of the equity ownership in Spetner is to be sold to RELI (the “second closing”) in exchange for an amount equal to the product of ten (10) and 20% of Spetner’s final annual EBITDA for the most recently completed fiscal year prior to the fiscal year in which the Second Closing is occurring (the “Second Purchase Price”). The Second Purchase Price may be paid in cash, through the issuance of a promissory note, or through the issuance of RELI common stock as determined by the Sellers and RELI.

NOTE

9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from December 31, 2024 through the issuance date of these financial statements, and there are no events requiring disclosure.

| F-14 |

| --- |

SPETNER

ASSOCIATES, INC.

CONSOLIDATED

FINANCIAL STATEMENTS

AS

OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

(Unaudited)

SPETNER

ASSOCIATES, INC.

CONSOLIDATED

FINANCIAL STATEMENTS

AS

OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

INDEX

TO FINANCIAL STATEMENTS

TABLE OF CONTENTS
Consolidated Balance Sheets	F-17
Consolidated Statements of Comprehensive Income	F-18
Consolidated Statements of Shareholders’ Equity	F-19
Consolidated Statements of Cash Flows	F-20
Notes to the Consolidated Financial Statements	F-21

| F-16 |

| --- |

SPETNER

ASSOCIATES, INC.

CONSOLIDATED

BALANCE SHEETS

AS

OF MARCH 31, 2025 (UNAUDITED) AND DECEMBER 31, 2024

		December 31,
		2024
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	5,019,853	$	2,782,170
Accounts receivable, net	16,509		148,249
Cash balance plan assets	348,847		332,443
Total Current Assets	5,385,209		3,262,862
Property and equipment, net	14,532		17,097
TOTAL ASSETS	5,399,741	$	3,279,959
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	83,000	$	35,228
Accrued expenses	87,558		88,464
Profit sharing plan liability	131,201		131,201
Premiums – Insurance Carriers	1,536,563		2,066,050
Notes payable, current portion	7,829		7,829
Notes payable, current portion – related party	886		711
Notes payable, current portion	886		711
Total Current Liabilities	1,847,037		2,329,483
Notes payable, noncurrent portion	12,493		14,458
TOTAL LIABILITIES	1,859,530		2,343,941
Equity
Common stock, 1.00 par value; 30,000 shares authorized as of March 31, 2025 and December 31, 2024, 100 shares issued and outstanding as of March 31, 2025 and December 31, 2024	100		100
Common stock, value	100		100
Additional paid in capital	912,359		912,359
Retained earnings (accumulated deficit)	2,527,533		(59,870	)
Accumulated other comprehensive income	100,219		83,429
TOTAL SHAREHOLDER EQUITY	3,540,211		936,018
TOTAL LIABILITIES AND SHAREHOLDER EQUITY	5,399,741	$	3,279,959

All values are in US Dollars.

The

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

| F-17 |

| --- |

SPETNER

ASSPOCIATES, INC.

CONSOLIDATED

STATEMENTS OF COMPREHENSIVE INCOME

FOR

THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (UNAUDITED)

	March 31,		March 31,
	2025		2024
Revenue
Commission income
Service and fee income
Total revenue
Operating expenses
Commission expense
Enrollment expense
Salaries and wages
General and administrative
Pension expense
Related party service fees
Total operating expenses
Income from operations
Other income (expense)
Charitable contribution expense
Interest income (expense), net		)		)
Total other income (expense)
Net income
Other comprehensive income (loss)
Gain (loss) in fair value of Plan Assets				)
Net comprehensive income

All values are in US Dollars.

The

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

| F-18 |

| --- |

SPETNER

ASCOCIATES, INC.

CONSOLIDATED

STATEMENTS OF SHAREHOLDERS EQUITY

FOR

THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (UNAUDITED)

	Shares		Amount		Capital		Deficit)			Income			Total
	Three Months Ended March 31, 2024
							Retained			Accumulated
					Additional		Earnings			Other
	Common Stock				Paid-in		(Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit)			Income			Total
Balances, December 31, 2023		100	$	100	$	478,900	$	(1,308,430	)	$	810,044		$	(19,386	)
Owner dividends		-		-		-		(7,623	)		-			(7,623	)
Shareholder contributions		-		-		90,709		-			-			90,709
Net income for the three months ended March 31, 2024		-		-		-		932,544			-			932,544
Other comprehensive loss for the three months ended March 31, 2024		-		-		-		-			(765,768	)		(765,768	)
Balances, March 31, 2024		100	$	100	$	569,609	$	383,509		$	44,276		$	230,476

SPETNER

ASCOCIATES, INC.

CONSOLIDATED

STATEMENTS OF SHAREHOLDERS EQUITY

FOR

THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Continued)

	Three Months Ended March 31, 2025
							Retained			Accumulated
					Additional		Earnings			Other
	Common Stock				Paid-in		(Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit)			Income		Total
Balances, December 31, 2024		100	$	100	$	912,359	$	(59,870	)	$	83,429	$	936,018
Balances		100	$	100	$	912,359	$	(59,870	)	$	83,429	$	936,018
Owner dividends		-		-		-		(396,494	)		-		(396,494	)
Net income for the three months ended March 31, 2025		-		-		-		2,983,897			-		2,983,897	)
Other comprehensive income for the three months ended March 31, 2025		-		-		-		-			16,790		16,790
Other comprehensive income (loss) for the three months ended March 31, 2025		-		-		-		-			16,790		16,790
Balances, March 31, 2025		100	$	100	$	912,359	$	2,527,533		$	100,219	$	3,540,211	)
Balances		100	$	100	$	912,359	$	2,527,533		$	100,219	$	3,540,211	)

The

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

| F-19 |

| --- |

SPETNER

ASSOCIATES, INC.

CONSOLIDATED

STATEMENTS OF CASH FLOWS

FOR

THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (UNAUDITED)

	2025			2024
	Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net income	$	2,983,897		$	932,544
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation		2,565			2,565
Pension expense		17,176			882,028
Bad debt expense		750			-
Changes in operating assets and liabilities:
Accounts receivable		130,990			83,166
Accounts payables		47,772			(96,618	)
Accrued expenses		(906	)		15,688
Premiums due – insurance carriers		(529,487	)		207,758
Cash balance plan asset		(16,790	)		(781,600	)
Net cash provided by operating activities		2,635,967			1,245,531
Cash flows from investing activities:
Net cash used in investing activities:		-			-
Cash flows from financing activities:
Repayment of revolving line of credit		-			(80,000	)
Repayment of note payable		(1,965	)		(1,935	)
Proceeds from related party note payable		253			330,474
Repayment of related party note payable		(78	)		(205,000	)
Shareholder contributions		-			90,709
Dividend distributions		(396,494	)		(7,623	)
Net cash used in financing activities		(398,284	)		126,625
Net increase in cash		2,237,683			1,372,156
Cash and cash equivalents, beginning of year		2,782,170			1,770,797
Cash and cash equivalents, end of year	$	5,019,853		$	3,142,953
Supplemental cash flow information:
Cash paid for interest	$	201		$	165
Cash paid for income taxes	$	-		$	-

The

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

| F-20 |

| --- |

SPETNER

ASSOCIATES, INC.

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH

31, 2025 AND 2024 (UNAUDITED)

NOTE

1 – ORGANIZATION AND NATURE OF OPERATIONS

Spetner Associates, Inc. (“Spetner”) is a Missouri corporation that was originally incorporated in the state of Missouri on November 8, 1991. NRoll, LLC (“NRoll”) and Benefits Counselors, LLC (“Benefits Counselors”) are subsidiaries of Spetner. Prior ro January1,2024 all three companies operate jointly through shared management and shared operations. Spetner, NRoll, and Benefits Counselors also related through common ownership and are collectively referred to as the “Company”.

Spetner, NRoll and Benefits Counselors are benefit enrollment companies that assist businesses to access insurance products and the voluntary benefits marketplace for their employees.

NOTE

2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTNG POLICIES

Basisof Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, set forth in the Company’s annual financial statements for the year ended December 31, 2024.

The condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. In their opinion, such financial information is presented fairly and for all periods represented.

Principlesof Consolidation and Basis of Accounting

AccountingEstimates

Cashand cash equivalents

The

Company considers all highly liquid money market funds with original maturities of less than three months to be cash equivalents. The Company maintains its cash balances with various banks. The balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company monitors the cash balances held in its bank accounts, and as of March 31, 2025 and December 31, 2024, did not have any concerns regarding cash balances which exceeded the insured amounts. At March 31, 2025 the Company maintained a cash sweep account invested primarily in an overnight sweep account totaling $1,605,000. The Company has not experienced any losses in these accounts and takes certain cash and risk management measures to limit its exposure to the risk of such losses.

| F-21 |

| --- |

AccountsReceivable, Net

Accounts

receivables are recorded at the amount the Company expects to collect on the balance outstanding at year-end. Management closely monitors outstanding balances during the year and recognizes an allowance for expected credit losses if appropriate. The Company writes off bad debts as they occur during the year. As of March 31, 2025 and December 31, 2024, the Company had recognized $217,333 and $216,583, respectively, as the allowance for doubtful accounts.

Propertyand Equipment, Net

SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES

Property and Equipment Categories	Estimated<br> <br><br> <br>Useful Life
Office equipment	5 - 7 Years
Furniture & fixtures	7 Years
IT equipment	5 Years
Automobiles	5 Years

Leases

The Company determines if a contract is or contains a lease at inception. Leases are analyzed for classification as either an operating lease or as a finance lease. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. For leases that do not provide an implicit rate, the Company uses its incremental borrowing rate. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. All leases that have lease terms of one year or less are considered short-term leases and therefore are not recorded through a ROU asset or liability. As of March, 31, 2025, and December 31, 2024, the Company did not have any leases with terms greater than 12 months.

The

Company rents office space in St. Louis, Missouri owned by a related party through common ownership on a month-to month basis. The Company recognized related party rent expense from this arrangement of $18,750 and $18,750 for the three months ended March 31, 2025 and 2024, respectively.

RevenueRecognition

| F-22 |

| --- |

The following outlines the core principles of ASC 606:

Determinationof 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.

The Company focuses primarily on agency services for insurance products in the healthcare and life spaces, Healthcare includes plans for individuals and families, and commercial businesses.

Healthcare and Life revenue recognition:

The Company identifies a contract when it has a binding agreement with a Carrier, the Customer, to provide agency services to individual policy holders (“Members).

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 will no longer receive any commissions from Carriers even with the Member’s plan still in place. In some instances, trailing commissions could occur which would be recognized like other Healthcare revenue. With one performance obligation, allocation of transaction price is normally not necessary.

| F-23 |

| --- |

The following shows the disaggregation of the Company’s revenue:

SCHEDULE OF DISAGGREGATION OF REVENUE

	2025		2024
	Three Months Ended
	March 31,
	2025		2024
Health	$	5,092,398	$	2,504,314
Life		12,769		54,245
Other		53,766		78,048
Total	$	5,158,933	$	2,636,607

ConcentrationRisk from Revenues

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

SCHEDULE OF CONCENTRATION RISK FROM REVENUES

	Three March Ended
	March 31,
	2025			2024
Insurance carrier A		47	%		22	%
Insurance carrier B		17	%		28	%
Insurance carrier C		12	%		20	%

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.

ConcentrationRisk from Accounts Receivable

Insurance carriers representing 10% or more of total accounts receivable are presented in the table below:

SCHEDULE OF CONCENTRATION RISK FROM ACCOUNTS RECEIVABLE

	March 31,			December 31,
	2025			2024
Customer A		68	%		-*
Customer B		20	%		-*
Customer C		12	%		-*
Customer D		-*			71	%
Customer E		-*			11	%
*	Represents amount less than 10%
---	---

No other single customer accounted for more than 10% of the Company’s accounts receivable. The loss of any significant customer could have a material adverse effect on the Company.

Serviceand Fee Income

Service and fee income is composed of income earned from insurance carriers that is not paid on a commission basis. It also includes revenue recognized because of IT services performed for clients.

| F-24 |

| --- |

RelatedParty Service Fees

Related party service fees is composed of IT services performed for the Company by a related party vendor.

IncomeTaxes and Uncertain Tax Positions

RecentlyIssued Accounting Standards

NOTE

3 – PROPERTY, PLANT AND EQUIPMENT

Property and equipment consisted of the following as of March 31, 2025 and December 31, 2024:

SCHEDULE

OF PROPERTY AND EQUIPMENT

	March 31,			December 31,
	2025			2024
Office Equipment	$	144,505		$	144,505
Furniture & fixtures		10,819			10,819
IT Equipment		47,996			47,996
Automobile		51,290			51,290
Property and equipment gross		254,610			254,610
Less: accumulated depreciation		(240,078	)		(237,513	)
Net book value	$	14,532		$	17,097

Depreciation

expense for the three months ended March 31, 2025 and 2024, was $2,565 and $2,565, respectively.

NOTE

4 – NOTES PAYABLE

The

| F-25 |

| --- |

On

On August 30, 2021, the Company financed the purchase of an automobile through a loan. The loan had an original principal balance of $46,690, a maturity date of September 14, 2027, and requires fixed monthly payments of $700 that include both interest and principal. As of March 31, 2025 and December 31, 2024, the outstanding balance of the loan was $20,322 and $22,287, respectively. Principal payments for the next five years and thereafter as of March 31, 2025 were as follows:

SCHEDULE

OF MATURITIES OF LONG TERM DEBT

Remainder of 2025	$	9,281
Year one		9,281
2026		8,394
Year two		8,394
2027		3,533
Year three		3,533
2028		-
Year four		-
2029		-
Year five		-
Thereafter		-
Year five & Thereafter		-
Total principal payments	$	21,208
Less: debt discounts		-
Total notes payable	$	21,208

NOTE

5 – RETIREMENT PLANS

CashBalance Plan

Under

a cash balance plan, each participant in the plan has an individual account that is credited annually with a pay credit and an interest credit. The Company is responsible for funding plans and bears the investment risk. At retirement, the account balance may be taken as lifetime annuity or a lump sum. For the three months ended March 31, 2025 and 2024, the company accrued participant pay and interest credit earnings of $386 and $100,428, respectively, recorded in the pension expense account on the condensed consolidated statements of operations. These amounts represent management estimates as the actual benefit liability is calculated on an annual basis. Increases to the benefit liability owed to participating employees are recorded as pension expense.

The company contributes to the Plan to meet targeted funding requirements in accordance with regulations governing retirement plans. The Company did not have any contributions during the three months ended March 31, 2025 and 2024.

The

Plan held assets of $1,396,000 and $1,379,210 on March 31, 2025 and December 31, 2024, respectively. Accumulated benefits under the Plan were $1,047,153 and $1,046,767 on March 31, 2025 and December 31, 2024, respectively. The Company additionally recognizes a gain (or loss) on the change in fair value of the assets held by the cash balance plan.

The

funded status of the plan reflected in the balance sheet was net asset of $348,847 on March 31, 2025, and net asset of $332,443 at December 31, 2024.

All

the plan assets are invested in mutual funds considered level 1 assets in the fair value hierarchy. The plan’s assets reported an unrealized gain in fair value of $16,790 for the three months ended March 31, 2025, and an unrealized loss in fair value of $765,768 for the three months ended March 31, 2024.

| F-26 |

| --- |

ProfitSharing Plan

Spetner

offers its employees a 401(k) defined contribution and profit sharing plan. Spetner’s contributions are discretionary amounts that are allocated among the participating employees. Participating employees may elect to receive their benefits as a monthly annuity payment to themselves as a single recipient, or as a reduced monthly annuity to themselves and a surviving spouse. As of March 31, 2025 and December 31, 2024, the profit sharing plan had a net plan liability of $131,201 and $131,201, respectively.

Employer contributions were $0 and $0 for the three months ended March 31, 2025 and 2024, respectively.

NOTE

6 – EQUITY

Equity

Stockholders’Agreement

CommonStock

As

of March 31, 2025 and December 31, 2024 Spetner had 30,000 shares of common stock authorized. The common stock has a par value of $1. As of March 31, 2025 and 2024 Spetner had 100 shares of common stock issued and outstanding.

ShareholderContributions

During

the three months ended March 31, 2025 and 2024 Spetner received shareholder contributions of $0 and $90,709, respectively.

NOTE

7 – SEGMENT RPEORTING

| F-27 |

| --- |

SCHEDULE OF INSURANCE SEGMENT

	March<br> 31,	****	March<br> 31,	****
	2025	****	2024	****
Revenue<br> from external customers
Commission<br> income
Service<br> and fee income
Total<br> revenue
Less:<br> Significant and other Insurance Segment expenses
Commission<br> expense
Enrollment<br> expense
Salaries<br> and wages
General<br> and administrative
Pension<br> expense
Related<br> party service fees
Total<br> insurance segment expenses
Insurance<br> segment net income
Reconciliation<br> of segment net income
Charitable<br> contribution expense		)		)
Interest<br> income (expense), net
Net<br> income

All values are in US Dollars.

NOTE

8 – ACQUISITION AGREEMENT

Spetner,

On

NOTE

9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from March 31, 2025 through the issuance date of these. financial statements, and there are no events requiring disclosure or adjustment to the financial statements

| F-28 |

| --- |

Exhibit 99.2

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR SPETNER ASSOCIATES, INC.

ThisManagement’s Discussion and Analysis of Financial Condition and Results of Operations is based on the financial statementsof Spetner Associates, Inc. for the Years Ended December 31, 2024 and 2023, respectively, which have been prepared in accordance withaccounting principles generally accepted in the United States of America (“U.S. GAAP”). You should read thefollowing discussion and analysis in conjunction with Spetner Associates, Inc. financial statements including the notes thereto.

Thisdiscussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Spetner Associates, Inc. actual resultsmay differ materially from those anticipated in these forward-looking statements as a result of a variety of certain factors.

Overviewof the Company

Spetner, NRoll and Benefits Counselors are benefit enrollment companies that assist businesses access insurance products and the voluntary benefits marketplace for their employees.

Resultsof Operations for the Year ended December 31, 2024 Compared to the Year Ended December 31, 2023

	For the Years Ended
	December 31,			December 31,
	2024			2023			Var ()		Var (%)
Revenue
Commission income		14,261,944			7,734,257					84	%
Service and fee income		412,178			217,613					89	%
Total revenue		14,674,122			7,951,870					85	%
Operating expenses
Commission expense		223,004			244,266			)		(9	)%
Enrollment expense		1,086,182			1,530,770			)		(29	)%
Salaries and wages		3,516,128			2,879,575					22	%
General and administrative		1,454,627			1,463,809			)		(1	)%
Pension expense		1,542			401,713			)		(100	)%
Related party service fees		789,000			534,511					48	%
Total operating expenses		7,070,483			7,054,644					0	%
Net income from operations		7,603,639			897,226					747	%
Other income (expense)
Charitable contribution expense		(5,588,474	)		(753,012	)		)		642	%
Interest income (expense), net		129,500			13,387					867	%
Total other income (expense)		(5,458,974	)		(739,625	)		)		638	%
Provision for income taxes		-			-					100	%
Net income before other comprehensive income		2,144,665			157,601					1,261	%
Other comprehensive income
Gain (loss) in fair value of Plan Assets		(726,615	)		661,512			)		(210	)%
Net comprehensive income		1,418,050			819,113					73	%

All values are in US Dollars.

| F-1 |

| --- |

Revenue

For the year ended December 31, 2024 compared to December 31, 2023 the Company’s revenues increased by $6,722,252 or 85%. The increase in revenue was primarily a result of the Company’s agency services with respect to insurance policy holders (“Members”) and their health insurance carriers (“customers”).

OperatingExpenses

For the year ended December 31, 2024 compared to December 31, 2023 commission expense decreased by $21,262 or 9%. The decrease in commission expense is the result of a decrease in the amount of new business generated by non-employees during the year ended December 31, 2024 compared to the year ended December 31, 2023.

For the year ended December 31, 2024 compared to December 31, 2023 the Company’s enrollment expense decreased by $444,588 or 29%. The Company decreased the insurance enrollment activities it offered to Members during the year ended December 31, 2024, which resulted in the decrease in enrollment expense.

For the year ended December 31, 2024 compared to December 31, 2023 the Company’s salaries and wages expense increased by $636,553 or 22%. The increase in salaries and wages was a result of an increase in the Company’s employee headcount during the year ended December 31, 2024.

For the year ended December 31, 2024 compared to December 31, 2023 the Company’s general and administrative expense decreased by $9,182 or 1%. The decrease in general and administrative was primarily a result of decreased contributions to the Company’s profit sharing plan ($138,668), decreased automobile expenses ($45,525), and decreased bad debt expense ($41,417). The decrease in general and administrative expenses was offset primarily by the increase in legal fees ($125,781), and the increase in IT service expenses ($71,498).

For the year ended December 31, 2024 compared to December 31, 2023 the Company’s pension expense decreased by $400,171 or 99.6%. Effective January 1, 2024, the Company’s cash balance plan was frozen and as a result, the participant’s accounts’ ceased getting credited with the pay credit. This resulted in a significantly reduced pension expense for the year ended December 31, 2024.

For the year ended December 31, 2024 compared to December 31, 2023 related party service fees increased by $254,489 or 48%. The increase in related party service fees was a result of increased agency services performed by the Company.

| F-2 |

| --- |

NetIncome

For the year ended December 31, 2024 compared to December 31, 2023 net income increased by $1,987,064 or 1,261%. The increase in net income was primarily a result of increased revenues, decreased enrollment expenses, and decreased pension expense. The increase in revenues was offset by increased salaries and wages expense, increased related party expenses, and increased charitable contributions.

Liquidityand Capital Resources

Liquidity

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of December 31, 2024, the Company had approximately $2,782,000 in cash compared to approximately $1,771,000 at December 31, 2023, an increase of $1,011,000, resulting primarily from increased commission revenues. As of December 31, 2024, the Company had approximately $148,000 in accounts receivable compared to approximately $104,000 at December 31, 2023.

As of December 31, 2024, the Company had total current assets of approximately $3,263,000 and total current liabilities of approximately $2,329,000, or working capital of approximately $934,000, compared to total current assets of approximately $2,154,000 and total current liabilities of approximately $2,177,000, or negative working capital of $23,000 at December 31, 2023. This is an increase in working capital of approximately $957,000 over the working capital balance at the end of 2023 driven primarily by an increase in cash.

As of December 31, 2024, the Company had undiscounted liabilities in the amount of approximately $2,329,000 relating to the payment of indebtedness due within one year. The Company anticipates meeting its cash obligations on its current indebtedness as of December 31, 2024, primarily through cash generated from operations.

During the years ended December 31, 2024 and 2023, the Company did not have any capital expenditures. The Company does not expect any significant capital expenditures for the next 12 months as it can continue to grow without any significant capital expenditures.

CashFlows

	Years Ended<br> <br>December 31,
	2024			2023
Net cash provided by operating activities	$	1,634,122		$	1,376,167
Net cash provided by investing activities		-			-
Net cash used in financing activities		(622,749	)		(429,203	)
Net increase in cash	$	1,011,373		$	946,964

Changein Cash Flows from Operating Activities The net cash provided by operating activities for the year ended December 31, 2023, was primarily a result of net income, the increased liability from premiums due to insurance carriers, and bad debt expense. The net cash provided was offset primarily by the cash contributions to the cash balance and the cash contributions to the profit sharing plan.

The net cash provided by operating activities for the year ended December 31, 2023, was primarily a result of the increased liability from premiums due to insurance carriers, an increase in the cash balance plan asset, net income, and bad debt expense.

Changein Cash Flows from Investing Activities There were no investing cash flow activities for the years ended December 31, 2024, and 2023.

| F-3 |

| --- |

Changein Cash Flows from Financing Activities The net cash used by financing activities for the year ended December 31, 2024, was primarily a result of shareholder dividend distributions, repayments of the related party note payable, and repayments of the revolving line of credit; offset primarily by shareholder contributions, and proceeds from the related party note payable.

The net cash used by financing activities for the year ended December 31, 2023, was primarily a result of shareholder dividend distributions, and repayments of the related party note payable; offset primarily by proceeds from the related party note payable, proceeds from the revolving line of credit, and shareholder contributions.

CashPayments for Interest and Income Taxes There were cash payments for interest of $660 and $1,643 for the years ended December 31, 2024 and 2023, respectively. There were no cash payments for income taxes during the years ended December 31, 2024 and 2023.

CriticalAccounting Policies and Estimates

The Company’s significant accounting policies are more fully described in the notes to the consolidated financial statements. Those material accounting estimates that we believe are the most critical to an investor’s understanding of the Company’s financial results and condition are discussed immediately below and are particularly important to the portrayal of the financial position and results of operations and require the application of significant judgment by management to determine the appropriate assumptions to be used in the determination of certain estimates.

IncomeTaxes and Uncertain Tax Positions

Spetner has elected to be taxed as an S corporation as it is an eligible small business corporation. Both nRoll and Benefit Counselors are single member LLCs. Accordingly, all entities are pass-through entities not subject to federal tax. Instead, the income, deductions, credits, and other tax items are passed through to the individual shareholder or members who report these items on their personal tax returns. Accordingly, the consolidated financial statements do not include a provision for income taxes.

RevenueRecognition

The Company focuses primarily on agency services for insurance products in the healthcare and life spaces, Healthcare includes plans for individuals and families, and commercial businesses.

RecentlyAdopted Accounting Standards

| F-4 |

| --- |

Exhibit 99.3

Management’sDiscussion and Analysis of Financial Condition and Results of Operations

ThisManagement’s Discussion and Analysis of Financial Condition and Results of Operations is based on the financial statementsof Spetner Associates, Inc. for the Three Months Ended March 31, 2025 and 2024, respectively, which have been prepared in accordancewith accounting principles generally accepted in the United States of America (“U.S. GAAP”). You should readthe following discussion and analysis in conjunction with Spetner Associates, Inc. financial statements including the notes thereto.

Overviewof the Company

Spetner Associates, Inc. (“Spetner”) is a Missouri corporation that was originally incorporated in the state of Missouri on November 8, 1991. NRoll, LLC (“NRoll”) and Benefits Counselors, LLC (“Benefits Counselors”) are subsidiaries of Spetner, and all three companies operate jointly through shared management and shared operations. Spetner, NRoll, and Benefits Counselors are collectively referred to as the “Company”.

Spetner, NRoll and Benefits Counselors are benefit enrollment companies that assist businesses access insurance products and the voluntary benefits marketplace for their employees.

Resultsof Operations for the Three Months ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

	For the Three Months Ended
	March 31,			March 31,
	2025			2024			Var ()		Var (%)
Revenue
Commission income		5,105,532			2,558,876					100	%
Service and fee income		53,401			77,731			)		(31	)%
Total revenue		5,158,933			2,636,607					96	%
Operating expenses
Commission expense		44,385			54,659			)		(19	)%
Enrollment expense		232,828			142,594					63	%
Salaries and wages		628,104			716,662			)		(12	)%
General and administrative		174,157			290,916			)		(40	)%
Pension expense		386			100,428			)		(100	)%
Related party service fees		243,000			123,000					98	%
Total operating expenses		1,322,860			1,428,259			)		7	%
Net income from operations		3,836,073			1,208,348					217	%
Other income (expense)
Charitable contribution expense		(880,092	)		(292,457	)		)		201	%
Interest income (expense), net		27,916			16,653					68	%
Total other income (expense)		(852,176	)		932,544			)		209	%
Provision for income taxes		-			-					-
Net income before other comprehensive income		2,983,897			932,544					220	%
Other comprehensive income
Gain (loss) in fair value of Plan Assets		16,790			(765,768	)				(102	)%
Net comprehensive income		3,000,687			166,776					1,699	%

All values are in US Dollars.

Revenue

For the three months ended March 31, 2025 compared to March 31, 2024 the Company’s revenues increased by $2,546,656 or 100%. The increase in revenue was primarily a result of the Company’s agency services with respect to insurance policy holders (“Members”) and their health insurance carriers (“customers”).

OperatingExpenses

For the three months ended March 31, 2025 compared to March 31, 2024 commission expense decreased by $10,274 or 19%. The decrease in commission expense is the result of a decrease in the amount of new business generated by non-employees during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

For the three months ended March 31, 2025 compared to March 31, 2024 the Company’s enrollment expense increased by $90,234 or 63%. The Company increased the insurance enrollment activities it offered to Members during the three months ended March 31, 2025, which resulted in the increase in enrollment expense.

For the three months ended March 31, 2025 compared to March 31, 2024 the Company’s salaries and wages expense decreased by $88,558 or 12%. The decrease in salaries and wages was a result of a decrease in the Company’s employee headcount.

For the three months ended March 31, 2025 compared to March 31, 2024 the Company’s general and administrative expense decreased by $116,759 or 40%. The decrease in general and administrative was primarily a result of decreased professional expenses ($105,269), legal expenses ($24,907), IT expenses ($15,284), and office expenses ($12,878), offset by an increase in travel and entertainment expense $33,458.

For the three months ended March 31, 2025 compared to March 31, 2024 the Company’s pension expense decreased by $100,042 or 100%. Effective January 1, 2024, the Company’s cash balance plan was frozen and as a result, the participant accounts ceased getting credited with the pay credit. This resulted in a significantly reduced estimated pension expense for the three months ended March 31, 2025.

For the three months ended March 31, 2025 compared to March 31, 2024 related party service fees increased by $120,000 or 98%. The increase in related party service fees was a result of increased agency services performed by the Company.

NetIncome

For the three months ended March 31, 2025 compared to March 31, 2024 net income increased by $2,051,353 or 220%. The increase in net income was primarily a result of increased revenues, decreased general and administrative expenses, decreased salaries and wages expense, and decreased pension expense. The increase in revenues was offset by increased related party service fees and increased enrollment expense.

Liquidityand Capital Resources

Liquidity

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of March 31, 2025, the Company had approximately $5,020,000 in cash compared to approximately $2,559,000 at December 31, 2024, an increase of $2,461,000, resulting primarily from increased commission revenues. As of March 31, 2025, the Company had approximately $17,000 in accounts receivable compared to approximately $148,000 at December 31, 2024.

As of March 31, 2025, the Company had total current assets of approximately $5,385,000 and total current liabilities of approximately $1,847,000, or working capital of approximately $3,538,000, compared to total current assets of approximately $3,263,000 and total current liabilities of approximately $2,329,000, or positive working capital of $934,000 at December 31, 2024. This is an increase in working capital of approximately $2,588,000 over the working capital balance at the end of 2024 driven primarily by an increase in cash.

As of March 31, 2025, the Company had undiscounted liabilities in the amount of approximately $1,545,000 relating to the payment of indebtedness due within one year. The Company anticipates meeting its cash obligations on its current indebtedness as of March 31, 2025, primarily through cash generated from operations.

During the three months ended March 31, 2025 and 2024, the Company did not have any capital expenditures. The Company does not expect any significant capital expenditures for the next 12 months as it can continue to grow without any significant capital expenditures.

CashFlows

	Three Months Ended<br> <br>March 31,
	2025			2024
Net cash provided by operating activities	$	2,635,967		$	1,245,531
Net cash provided by investing activities		-			-
Net cash used in financing activities		(398,284	)		126,625
Net increase in cash	$	2,237,683		$	1,372,156

Changein Cash Flows from Operating Activities The net cash provided by operating activities for the three months ended March 31, 2025, was primarily a result of net income and the decrease in accounts receivable. The net cash provided was offset primarily by the decrease in the liability from premiums due to insurance carriers.

The net cash provided by operating activities for the three months ended March 31, 2024, was primarily a result of the net income, pension expense, and the increased liability from premiums due to insurance carriers. The cash provided was offset by the decrease in the cash balance plan asset

Changein Cash Flows from Investing Activities There were no investing cash flow activities for the three months ended March 31, 2025, and 2024.

Changein Cash Flows from Financing Activities The net cash used by financing activities for the three months ended March 31, 2025, was primarily a result of shareholder dividend distributions.

The net cash provided by financing activities for the three months ended March 31, 2024, was primarily a result of proceeds from the related party note payable, and shareholder contributions; offset by the repayment of the related party note payable and repayment of the revolving line of credit.

CashPayments for Interest and Income Taxes There were cash payments for interest of $201 and $165 for the three months ended March 31, 2025 and 2024, respectively. There were no cash payments for income taxes during the three months ended March 31, 2025 and 2024.

CriticalAccounting Policies and Estimates

IncomeTaxes and Uncertain Tax Positions

RevenueRecognition

The Company focuses primarily on agency services for insurance products in the healthcare and life spaces, Healthcare includes plans for individuals and families, and commercial businesses.

RecentlyAdopted Accounting Standards

Exhibit99.4

UNAUDITEDPRO FORMA CONDENSED FINANCIAL INFORMATION

RELIANCEGLOBAL GROUP, INC. AND SUBSIDIARIES

PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ASOF MARCH 31, 2025

(UNAUDITED)

On September 6, 2024, Reliance Global Group, Inc. (the “Company” or “Reliance”), entered into an amended and restated Stock Exchange Agreement (as further amended on October 29, 2024 and February 20, 2025, (this “Agreement”) among Spetner Associates, Inc., a Missouri corporation (“SAI”); Jonathan Spetner (“Mr. Spetner”) (a “Seller”); and Agudath Israel of America, a New York corporation (“Agudath”) (a “Seller”). Mr. Spetner and Agudath may be referred to herein collectively as (the “Sellers”) and each individually as a “Seller”. Capitalized terms not defined herein, will have the meaning as defined in the Stock Exchange Agreement. Pursuant to the terms of the Stock Exchange Agreement, the Company will acquire from the Sellers certain or all of the issued and outstanding Equity Securities of SAI, all of which are held beneficially and of record by the Sellers. The Sellers represent and warrant that the Sellers hold, jointly, beneficially and of record, and as tenants by the entirety, 100, shares of common stock, par value $1.00 per share of SAI (the “SAI Common Stock”), which shares of SAI Common Stock (the “SAI Shares”) represent 100% of the issued and outstanding Equity Securities of SAI. The Company shall acquire the SAI Shares in two Closings, with the Company to acquire 80% of the SAI Shares, (the “First Closing Shares”) at the First Closing, and with the Company to have the option at the Company’s sole discretion, to acquire the remaining 20% of the SAI Shares, being all the remaining SAI Shares (the “Second Closing Shares”), at the Second Closing to occur on a date prior to the third annual anniversary of the First Closing Date. The aggregate purchase price for the First Closing Shares is $16,050,000, payable through a combination of cash, common stock, par value $0.086 per share, of the Company (the “Company Common Stock”), and promissory notes. The Second Closing Shares purchase price will be equal to the product of ten times 20% of SAI’s final annual EBITDA for the most recent fiscal year ended, prior to the Second Closing.

The First Closing purchase price shall be paid as follows: cash of $6,500,000 (the “Cash Payment”) payable to Mr. Spetner; (ii) a promissory note in the aggregate principal amount of $2,500,000 payable to Agudath, (iii) issuance to the Sellers, jointly, of Company Common Stock up to 9.9% of the total outstanding shares of the Company, and (iv) if required any remaining portion of the First Purchase Price will be paid via the issuance of a promissory note of the Company to Mr. Spetner, as described further in Note 3 to this unaudited pro forma condensed consolidated financial information. The transaction contemplated by The Stock Exchange Agreement, which includes the aforementioned terms’ is referred to herein as the (“Transaction”).

The following unaudited pro forma condensed consolidated financial information is based on the historical consolidated financial statements of the Company and the historical consolidated financial statements of Spetner Associates, Inc. to reflect the planned acquisition of SAI by the Company and the Company’s anticipated financing for the acquisition. We anticipate that the First Closing will be accounted for as a business combination using the authoritative guidance contained in Accounting Standards Codification (ASC) topic 805 BusinessCombinations (ASC 805) as the Company is obtaining control SAI by virtue of it acquiring 80% of the common stock of SAI. The Transaction accounting adjustments are described below and in the footnotes to the condensed consolidated pro forma financial statements.

The Transaction adjustments reflect management’s preliminary estimates of the fair value of purchase consideration and the fair values of tangible and intangible assets acquired, fair value of the noncontrolling interest and liabilities assumed in the planned acquisition along with the anticipated financing of the acquisition. Since these unaudited pro forma condensed consolidated financial statements have been prepared based on preliminary estimates of the fair value of noncontrolling interest and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed consolidated financial statements. The Transaction accounting adjustments also reflect adjustments for certain assets and lines of business that the seller will be excluding from the sale.

The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only, in accordance with Article 11 of Regulation S-X, and are not intended to represent or to be indicative of the results of operations or financial position that the Company would have reported had the planned acquisition been completed as of the dates set forth in the unaudited pro forma condensed consolidated financial statements due to various factors. The unaudited pro forma condensed consolidated statement of financial position does not purport to represent the future financial position of the Company, and the unaudited pro forma condensed consolidated statements of operations do not purport to represent the future results of operations of the Company.

The unaudited pro forma condensed consolidated financial information is presented to illustrate the estimated effects of the planned acquisition and the related financing, and should be read in conjunction with the following:

i.	The unaudited financial<br> statements and accompanying notes of the Company as of and for the three months ended March 31, 2025 (as contained in its Quarterly<br> Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 14, 2025);
ii.	The<br> unaudited financial statements of SAI as of and for the three months ended March 31, 2025, included elsewhere in this filing.

| F-1 |

| --- |

RELIANCEGLOBAL GROUP, INC. AND SUBSIDIARIES

ProForma Condensed Consolidated Balance Sheets

March31, 2025

(Unaudited)

	Historical					Pro Forma
	Reliance<br> <br>Global Group,<br> <br>Inc. (As of<br> <br>March 31,<br> <br>2025)			Spetner<br> <br>Associates,<br> <br>Inc. (As of<br> <br>March 31,<br> <br>2025)		Transaction<br> <br>Accounting<br> <br>Adjustments				Pro Forma<br> <br>Consolidated<br> <br>(As of<br> <br>March 31,<br> <br>2025)
Assets
Current assets:
Cash and cash equivalents	$	388,379		$	5,019,853	$	(3,554,007	)	(A) (D) (F) (E)	$	1,854,225
Restricted cash		1,423,128			-		-				1,423,128
Accounts receivable		973,677			16,509		-				990,186
Accounts receivable, related parties		8,007			-		-				8,007
Other receivables		50,803			-		-				50,803
Cash balance plan assets		-			348,847		-				348,847
Prepaid expenses and other current assets		1,006,264			-		(568,856	)	(A)		437,408
Total current assets		3,850,258			5,385,209		(4,122,863	)			5,112,604
Property and equipment, net		131,209			14,532		(14,532	)	(E)		131,209
Right-of-use-assets		1,046,184			-		-				1,046,184
Intangibles, net		5,080,945			-		-				5,080,945
Goodwill & Other identifiable intangibles		6,693,099			-		18,231,298		(A) (C) (E)		24,924,397
Other non-current assets		21,792			-		-				21,792
Total Assets	$	16,823,487		$	5,399,741	$	14,093,903			$	36,317,131
Liabilities and Stockholders’ equity (deficit)
Current Liabilities
Accounts payable and other accrued liabilities	$	1,278,092		$	170,558	$	(170,558	)	(D)	$	1,278,092
Short term financing agreements		9,902			-		-				9,902
Premiums due - insurance carriers		-			1,536,563		(1,536,563	)	(D)		-
Current portion of loans payables, related parties		780,099			886		(886	)	(D)		780,099
Other payables		2,930			-		-				2,930
Current portion of long-term debt		1,628,802			7,829		(7,829	)	(D)		1,628,802
Current portion of leases payable		227,838			-		-				227,838
Profit Sharing Plan Liability		-			131,201		(131,201	)	(D)		-
Total current liabilities		3,927,663			1,847,037		(1,847,037	)			3,927,663
Long Term Liabilities
Loans payable, related parties, less current portion		368,122			-		-				368,122
Long term debt, less current portion		9,054,371			12,493		(12,493	)	(D)		9,054,371
Promissory Note Payable to Sellers		-			-		6,481,144		(A)		6,481,144
Leases payable, less current portion		856,485			-		-				856,485
Warrant liabilities		326			-		-				326
Total Liabilities		14,206,967			1,859,530		4,621,614				20,688,111
Stockholders’ Equity (deficit)
Preferred stock		-			-		-				-
Common stock		255,839			100		348,078		(C) (F)		604,017
Additional paid in capital		52,171,112			912,359		7,739,463		(C) (F)		60,822,934
Retained earnings		(49,810,431	)		2,527,533		(2,527,533	)	(C)		(49,810,431	)
Accumulated other comprehensive income		-			100,219		(100,219	)	(C)		-
Total stockholders’ equity (deficit)		2,616,520			3,540,211		5,459,789				11,616,520
Noncontrolling Interest		-			-		4,012,500		(A)		4,012,500
Total Equity		2,616,520			3,540,211		9,472,289				15,629,020
Total liabilities and stockholder’s equity	$	16,823,487		$	5,399,741	$	14,093,903			$	36,317,131

| F-2 |

| --- |

RELIANCEGLOBAL GROUP, INC. AND SUBSIDIARIES

ProForma Condensed Consolidated Statement of Operations and Comprehensive Loss

Forthe Three Months Ended March 31, 2025

(Unaudited)

	Historical						Pro Forma
	Reliance<br> <br>Global Group,<br> <br>Inc. (For the<br> <br>Three Months Ended<br> <br>March 31,<br> <br>2025)			Spetner<br> <br>Associates,<br> <br>Inc. (For the<br> <br>Three Months Ended<br> <br>March 31,<br> <br>2025)			Transaction<br> <br>Accounting<br> <br>Adjustments				Pro Forma<br> <br>Consolidated<br> <br>(For the<br> <br>Three Months Ended<br> <br>March 31,<br> <br>2025)
Revenue
Commission income	$	4,236,220		$	5,105,532		$	(13,134	)	(B)	$	9,328,618
Service and fee income		-			53,401			-		(B)		53,401
Total revenue		4,236,220			5,158,933			(13,134	)			9,382,019
Operating expenses (income)
Commission and enrollment expense	$	1,469,427		$	277,213		$	-			$	1,746,640
Salaries and wages		2,229,837			628,104			-				2,857,941
General and administrative expenses		1,516,228			171,592			(44,253	)	(B)		1,643,567
Marketing and advertising		67,275			-			-				67,275
Pension expense		-			386			-				386
Related party expenses		-			243,000			-				243,000
Depreciation and amortization		360,595			2,565			-				363,160
Asset impairments		-			-			-				-
Total operating expenses		5,643,362			1,322,860			(44,253	)			6,921,969
Net income (loss) from operations	$	(1,407,142	)	$	3,836,073		$	31,119			$	2,460,050
Other income (expense)
Interest income (expense)	$	(300,482	)	$	27,916		$	(13,084	)	(B)	$	(285,650	)
Interest related parties		(24,760	)		-			-				(24,760	)
Charitable contribution expense		-			(880,092	)		(303,442	)	(B)		(1,183,534	)
Other income (expense), net		(4,498	)		-			-				(4,498	)
Recognition and change in fair value of warrant liabilities		-			-			-				-
Total other income (expense)	$	(329,740	)	$	(852,176	)	$	(316,526	)		$	(1,498,442	)
Income (loss) before provision for income taxes	$	(1,736,882	)	$	2,983,897		$	(285,407	)		$	961,608
Income tax expense		-			-			-				-
Net (loss) income	$	(1,736,882	)	$	2,983,897		$	(285,407	)		$	961,608
Noncontrolling Interest		-			-			(539,698	)			(539,698	)
Net (loss) income attributed to Reliance Global Group, Inc.	$	(1,736,882	)	$	2,983,897		$	(825,105	)		$	421,910
Basic income (loss) per share	$	(0.66	)								$	0.06
Diluted income (loss) per share		(0.66	)									0.06
Weighted average number of shares outstanding – basic		2,612,721						4,172,550				6,785,271
Weighted average number of shares outstanding - diluted		2,612,721						4,172,550				6,796,027
Other comprehensive income
Net income (loss)	$	(1,736,882	)	$	2,983,897		$	(285,407	)		$	961,608
Gain/loss in FV of Plan Asset	$	-		$	16,790		$	-			$	16,790
Other comprehensive (loss) income		(1,736,882	)		3,000,687			(285,407	)			978,398
Noncontrolling Interest	$	-		$	-		$	600,137			$	600,137
Net Other comprehensive (loss) income attributed to Reliance Global Group, Inc.		(1,736,882	)		3,000,687			(885,544	)			378,261
Non-GAAP Measure*
AEBITDA	$	145,407		$	2,958,546		$	(272,323	)		$	2,831,630

* See below for Non-GAAP Measure disclosures and reconciliation to Net Income.

| F-3 |

| --- |

Non-GAAPMeasure

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. 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 below.

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

●	Interest and related party<br> interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information regarding<br> the Company’s core operational performance.
●	Depreciation and amortization:<br> Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
●	Goodwill and/or asset impairment:<br> Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core operational performance.
●	Equity-based compensation:<br> Non-cash compensation provided to employees and service providers, excluded to provide more meaningful supplemental information regarding<br> the Company’s core cash impacted operational performance.
●	Change in estimated acquisition<br> earn-out payables: An Earn-out liability is a liability to the seller upon an acquisition which is contingent on future earnings.<br> These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in the change in estimated<br> acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash, can be highly volatile<br> and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful supplemental information<br> regarding the Company’s core operational performance.
●	Recognition and change<br> in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued at each reporting<br> period and could result in either a gain or loss. The period changes do not impact on cash, can be highly volatile, and are unrelated<br> to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the Company’s core<br> operational performance.
●	Other income, net: This<br> account includes non-routine and/or non-core operating income or expenses and other individually de minimis items and is thus excluded<br> as unrelated to core operations of the company.
●	Transactional costs: This<br> includes expenses related to mergers, acquisitions, financing and refinancings, and amendments or modifications to indebtedness.<br> Thes costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding<br> the Company’s core operational performance.
●	Non-standard costs: This<br> account includes non-standard non-operational items, related to costs incurred for a legal suit the Company has filed against one<br> of the third parties involved in the discontinued operations and was excluded to provide more meaningful supplemental information<br> regarding the Company’s core operational performance.
●	Loss from discontinued<br> operations before tax: This account includes the net results from discontinued operations, and since discontinued, are unrelated<br> to the Company’s ongoing operations and thus excluded to provide more meaningful supplemental information regarding the Company’s<br> core operational performance.

| F-4 |

| --- |

Non-GAAPReconciliation from Net (Loss) Income to AEBITDA

The following table provides a reconciliation from net loss to AEBITDA for the three months ended March 31, 2025.

RELIANCEGLOBAL GROUP, INC. AND SUBSIDIARIES

Non-GAAPNet (Loss) to AEBITDA

Forthe Three Months Ended March 31, 2025

(Unaudited)

	Three Months Ended
	March 31, 2024
	Per 10Q
	Reliance Global<br> <br>Group, Inc. (For<br> <br>the Three Months Ended<br> <br>March 31,<br> <br>2025)			Spetner<br> <br>Associates, Inc.<br> <br>(For the Three Months Ended<br> <br>March 31, 2025)			Transaction<br> <br>Accounting<br> <br>Adjustments			Pro Forma Consolidated<br> <br>(For the Three Months Ended<br> <br>March 31, 2025)
Net loss	$	(1,736,882	)	$	2,983,897		$	(285,407	)	$	961,608
Adjustments:
Interest and related party interest expense		325,242			(27,916	)		13,084			310,410
Depreciation and amortization		360,595			2,565			-			363,160
Equity-based compensation to employees, directors and service providers		1,024,985			-			-			1,024,985
Transactional costs		143,187			-			-			143,187
Nonrecurring costs		28,280			-			-			28,280
Total adjustments	$	1,882,289		$	(25,351	)	$	13,084		$	1,870,022
AEBITDA	$	145,407		$	2,958,546		$	(272,323	)	$	2,831,630

| F-5 |

| --- |

RELIANCEGLOBAL GROUP, INC.

NOTESTO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ASOF AND FOR THE YEARS ENDED DECEMBER 31, 2024

(UNAUDITED)

NOTE1 — BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed consolidated financial information has been prepared by Reliance Global Group, Inc. (the “Company”) in connection with the Company’s acquisition of Spetner Associate, Inc.(“SAI”). On September 6, 2024, the Company and the shareholders of SAI entered into an amended and restated Stock Exchange Agreement, as amended on October 29, 2024 and February 20, 2025 (the “Stock Exchange Agreement”), pursuant to which the Company agreed to purchase, and the Shareholders of SAI agreed to sell 100% of the shares of SAI. The Transaction may be executed in two closings: In the First Closing the company will acquire 80% of the outstanding shares of SAI with the option to purchase the remaining 20% within three years. As the acquisition of the 80% of the outstanding shares represents a controlling financial interest in SAI, the Company will account for the First Closing as a business combination in accordance with the authoritative guidance contained in Accounting Standards Codification (“ASC”) Topic 805, BusinessCombinations (“ASC 805”). Under the guidance in ASC 805, the purchase consideration, the assets acquired, the liabilities assumed and the noncontrolling interest in the acquired entity are measured at fair value. Any excess of the purchase consideration and noncontrolling interest is recognized as goodwill.

The unaudited condensed consolidated pro forma financial information and related notes were prepared in accordance with Article 11 of Regulation S-X and are based on the historical consolidated financial statements of the Company and the historical consolidated financial statements of Spetner, as adjusted to give effect to the Transaction accounting adjustments described below.

The Transaction accounting adjustments to the pro forma statement of earnings have been prepared as if the Transaction occurred on January 1, 2025. The Transaction accounting adjustments to the pro forma balance sheet have been prepared as if the Transaction occurred on March 31, 2025. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X as amended. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effect of these Transactions may differ from the pro forma adjustments.

The Company’s and SAI’s historical financial statements were prepared in accordance with U.S. GAAP.

The accompanying unaudited pro forma condensed consolidated financial information and related notes were prepared using the acquisition method of accounting in accordance with (“ASC 805”), with the Company considered the accounting acquirer of SAI. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed consolidated balance sheet, the purchase price consideration has been allocated to the assets acquired and liabilities assumed of SAI based upon management’s preliminary estimate of their fair values as of March 31, 2025. The excess of the purchase price consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Accordingly, the purchase price allocation and related adjustments reflected in the unaudited pro forma condensed consolidated financial information are preliminary and subject to adjustment based on a final determination of fair value. The purchase price consideration as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but no later than one year from the closing of the acquisition.

The transaction accounting adjustments are based upon available information and certain assumptions that we believe are reasonable. The unaudited pro forma condensed consolidated financial information is provided for informational purposes only and does not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Transactions been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.

| F-6 |

| --- |

NOTE2 —ACCOUNTING POLICIES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma consolidated financial statements do not reflect any differences in accounting policies. The Company has completed the review of SAI’s accounting policies and has concluded that differences between the accounting policies of the two companies are not material. Following the acquisition date, the Company will conduct a final review of the accounting policies of Spetner to determine if differences in accounting policies require adjustment. As a result of this review, the Company may identify differences that when adjusted, could have a material impact on this unaudited pro forma condensed consolidated financial information.

NOTE3 —ESTIMATED PRELIMINARY PURCHASE CONSIDERATIONS

The aggregate value of the purchase price is approximately $16.0 million based on the agreed upon amended and restated agreement on February 20, 2025.

The table below presents the fair value of the total estimated preliminary purchase consideration to the stated First Closing Purchase Price per Agreement, as defined in the Stock Exchange Agreement, as amended.

	Amount
Initial cash payment	$	6,500,000
Promissory note payable to seller consideration at closing		6,481,144
Prepayment of common stock		568,856
Agudath promissory note (planned payment at closing)		2,500,000
Total preliminary purchase price for allocation per agreement	$	16,050,000

| F-7 |

| --- |

NOTE4 — TRANSACTION ACCOUNTING ADJUSTMENTS TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The Transaction accounting adjustments included in the unaudited pro forma consolidated balance sheet as of March 31, 2025, and the unaudited pro forma statement of operations for the three months ended March 31, 2025 are as follows:

A.	Purchase consideration based on US GAAP

The Company expects to record a combination of cash payments, promissory notes, and common stock equity issuances as defined in the Stock Exchange Agreement. The Transaction reflects the purchase consideration, and the preliminary allocation of the assets acquired, and liabilities assumed based on their fair values on the acquisition date. The purchase consideration constitutes the following: an Initial Cash Payment of $6.5 million, the Agudath note of $2.5 million, the prepayment of Company Common Stock with an approximate value of $569,000 and an expected issuance of a promissory note to the Sellers with an estimated value of $6.5 million, resulting in an aggregate combined purchase value of $16.0 million (the “Purchase Consideration”) in exchange for 80% of the equity interests in Spetner. Total value of the entity is estimated at approximately $20.0 million, including the non-controlling interest, approximately at $4.0 million.

The table below presents the fair value of the total estimated preliminary purchase consideration to the stated First Closing Purchase Price, as defined in the Stock Exchange Agreement.

	Amount
Initial cash payment	$	6,500,000
Promissory note payable to seller consideration at closing		6,481,144
Prepayment of common shares		568,856
Agudath promissory note		2,500,000
Total preliminary purchase price for allocation per agreement	$	16,050,000

The Company expects to account for the SAI acquisition as a business combination using acquisition accounting. The purchase consideration is as follows:

	March 31, 2025
Cash and cash equivalents to Seller	$	6,500,000
Promissory note payable to sellers		6,481,144
Prepayment of common stock		568,856
Agudath promissory note		2,500,000
Noncontrolling interest		4,012,500
Total preliminary purchase consideration & noncontrolling interest	$	20,062,500

The Company recorded all its tangible and intangible assets and its liabilities at their preliminary estimated fair values on the acquisition date. The following represents the allocation of the estimated purchase consideration as if the Transaction had occurred on March 31, 2024:

	March 31, 2025
Assets acquired
Cash	$	1,465,846
Accounts receivable, net		16,509
Cash balance plan assets		348,847
Total assets acquired		1,831,202
Goodwill and intangible assets		18,231,298
Net fair value of assets acquired	$	20,062,500

| F-8 |

| --- | | B. | Adjustments to Statement of Operations for Lines of business not acquired | | --- | --- |

The adjustments reflect the lines of businesses included in the respective historical financial statement balances of SAI’s statement of operations for the three months ended March 31, 2025, that the Company is not acquiring as part of the stock exchange agreement. Therefore, the following allocations of revenue and expense balances were removed from our historical balances for SAI.

	March 31, 2025
	Transaction Accounting Adjustments
Revenue
Commission income	$	(13,134	)
Total revenue		(13,134	)
Operating expenses (income)
General and administrative<br> expenses	$	(44,253	)
Total operating expenses		(44,253	)
Other income (expense)
Interest expense	$	(13,084	)
Charitable contribution<br> expense		(303,442	)
Total other income (expense)	$	(316,526	)
C.	Elimination of Historical SAI Equity Balance
---	---

The pro forma financial statements account for the SAI acquisition as a business combination in accordance with ASC 805 - Business Combinations, with the Company treated as the accounting acquirer and SAI treated as the accounting acquiree. As the accounting acquiree, SAI’s legal capital was eliminated, and the Company has acquired SAI’s assets and assumed SAI’s liabilities (if any). Therefore, the transaction adjustment eliminates the historical Equity balance of SAI to Additional paid in capital.

	March 31, 2025
Common Stock	$	(100	)
Additional paid-in capital		(912,359	)
Retained Earnings		(2,527,533	)
Accumulated other comprehensive income		(100,219	)
Total equity elimination	$	(3,540,211	)

| F-9 |

| --- | | D. | Settlement of Liabilities accounting adjustments | | --- | --- |

The adjustment reflects the settlement of SAI liabilities, as required by the Stock Exchange Agreement by reducing cash recognized in SAI’s historical audited balance sheet as of March 31, 2025. Accordingly, the following liability balances were assumed to be settled.

	March 31, 2025
Cash and cash<br> equivalents	$	5,019,853
Liability Settlement
Accounts payable and other accrued liabilities	$	170,558
Premiums due - insurance carriers		1,536,563
Current portion of loans payable, related parties		886
Current portion of long-term debt		7,829
Long term debt, less current portion		12,493
Profit Sharing Plan Liability		131,201
		1,859,530
Remaining Cash and cash equivalents	$	3,160,323
E.	Distribution to Share Holder’s – Purchase of Asset accounting adjustments
---	---

This adjustment reflects the net book value of $14,532 for an automobile that SAI will distribute to a shareholder prior to acquisition in accordance with the terms of the Share Exchange Agreement. The Share Exchange Agreement also states that SAI shall be purchased with a certain amount of cash and cash equivalents for working capital purposes. The adjustment reflects $1,694,477 in cash that SAI will distribute to a shareholder prior to the acquisition in order to align the SAI cash and cash equivalents with the estimated working capital amount of cash and cash equivalents.

| F-10 |

| --- | | F. | Adjustment to reflect proposed financing for the transaction. | | --- | --- |

The adjustment gives effect to the assumed issuance and sale of 4,048,583 shares of Company common stock offered by us in this offering at an assumed public offering price of $2.470 per share, after deducting the underwriting discount of 8% and offering expenses of $200,000 payable by us and assuming no exercise by the underwriters of their option to purchase additional shares. Calculated as follows:

Proceeds from offering	Proceeds from Offering
Shares Sold (assumed)		4,048,583
Estimated Price (assumed)	$	2.470
Gross Proceeds	$	10,000,000
Less Offering Costs:
Underwriting Discount	$	800,000
Expenses payable by Reliance		200,000
Total offering costs		1,000,000
Net Proceeds	$	9,000,000
Allocation to Common Stock:
Par Value	$	348,178
Additional Paid in capital		8,651,822
	$	9,000,000
G.	Non-Controlling Interest
---	---

The Company is acquiring 80% of SAI in the first closing therefore, a pro forma adjustment to reflect the non-controlling interest in the income of SAI as adjusted for the Transaction Accounting Adjustments. The calculation follows:

Spetner Associate, Inc.	Three Months Ended <br><br>March 31, 2025
Historical net income	$	2,983,897
Transaction Accounting Adjustments		(285,407	)
Pro forma net income of SAI		2,698,490
Percent attributable to non-controlling interest	$	20	%
Income allocated to non-controlling Interest	$	539,698

| F-11 |

| --- |

NOTE5 — PRO FORMA NET LOSS PER SHARE

The pro forma basic and diluted net income (loss) per share amounts were calculated using the Company’s historical weighted average common shares outstanding for the three months ended March 31, 2025, adjusted for incremental shares issued or to be issued by the Company in connection with the transactions described herein. The following table presents the computation of pro forma basic net income per share:

	March 31,
	2025
Numerator:
Net income continuing operations
Pro forma net income from continuing operations attributable to Reliance	$	421,910
Income from continuing operations numerator		421,910
Denominator:
Weighted average common shares outstanding, as reported		2,612,721
Incremental Shares:
Additional shares issued by the Company		123,967
Offering shares		4,048,583
Incremental shares pro forma		4,172,550
Pro Forma Weighted average common shares outstanding (basic and diluted)		6,785,271
Pro forma basic net income per share continuing operations	$	0.06

The following table presents the computation of pro forma diluted net income per share:

	March 31,
	2025
Numerator:
Net loss continuing operations
Pro forma net income from continuing operations attributable to Reliance	$	421,910
Income from continuing operations numerator		421,910
Denominator:
Weighted average common shares outstanding, as reported		2,612,721
Incremental Shares:
Additional shares issued by the Company		123,967
Offering shares		4,048,583
Effect of potentially dilutive common stock options		16
Effect of potentially dilutive Series A warrants		6,647
Effect of potentially dilutive Series B related PAW		959
Effect of potentially dilutive Series G related PA Warrants		3,096
Effect of potentially dilutive unvested stock		39
Incremental shares pro forma		4,183,307
Pro Forma Weighted average common shares outstanding (basic and diluted)		6,796,028
Pro forma basic net income per share continuing operations	$	0.06

NOTE6 — INCOME TAXES

The pro forma condensed consolidated financial statements do not include an income tax provision as it is more likely than not that the Company will not be able to utilize the loss carry forwards. Reliance is subject to U.S. federal income tax and various state tax jurisdictions. The Company and its U.S. subsidiaries file a consolidated federal income tax return and is taxed as a C-Corporation, whereby it is subject to federal and state income taxes.

| F-12 |

| --- |

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

RELIANCEGLOBAL GROUP, INC. AND SUBSIDIARIES

PROFORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ASOF DECEMBER 31, 2024

(UNAUDITED)

i.	The<br> audited financial statements and accompanying notes of the Company as of and for the fiscal year ended December 31, 2024 (as contained<br> in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 7, 2025);
ii.	The<br> audited financial statements of SAI as of and for the year ended December 31, 2024, included elsewhere in this prospectus.

| F-1 |

| --- |

RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES

ProForma Condensed Consolidated Balance Sheets

December31, 2024

(Unaudited)

	Historical						Pro Forma
	Reliance<br><br> <br>Global<br> Group,<br><br> <br>Inc. (As<br> of<br><br> <br><br><br> <br>December<br> 31,<br><br> <br>2024)			Spetner<br><br> <br>Associates,<br><br> <br>Inc. (As<br> of<br><br> <br><br><br> <br>December<br> 31,<br><br> <br>2024)			Transaction<br><br> <br>Accounting<br><br> <br>Adjustments				Pro<br> Forma<br><br> <br>Consolidated<br><br> <br>(As<br> of<br><br> <br><br><br> <br>December<br> 31,<br><br> <br>2024)
Assets
Current assets:
Cash and cash equivalents	$	372,695		$	2,782,170		$	(2,343,941	)	(A) (D) (F)	$	810,924
Restricted cash		1,424,999			-			-				1,424,999
Accounts receivable		1,460,314			148,249			-				1,608,563
Accounts receivable, related parties		7,813			-			-				7,813
Other receivables		42,184						-				42,184
Cash balance plan assets		-			332,443			-				332,443
Prepaid expenses and other current assets		681,450			-			(329,431	)			352,019
Total current assets		3,989,455			3,262,862			(2,673,372	)			4,578,945
Property and equipment, net		133,908			17,097			(17,097	)	(E)		133,908
Right-of-use-assets		1,052,926			-			-				1,052,926
Intangibles, net		5,423,897			-			-				5,423,897
Goodwill & Other identifiable intangibles		6,693,099			-			19,143,579		(A)		25,836,678
Other non-current assets		21,792			-			-				21,792
Total Assets	$	17,315,077		$	3,279,959		$	16,453,110			$	37,048,146
Liabilities and Stockholders’ equity (deficit)
Current Liabilities
Accounts payable and other accrued liabilities	$	1,186,968		$	123,692		$	(123,692	)	(D)	$	1,186,968
Short term financing agreements		58,829			-			-				58,829
Premiums due - insurance carriers		-			2,066,050			(2,066,050	)	(D)		-
Current portion of loans payables, related parties		453,177			711			(711	)			453,177
Other payables		38,814			-			-				38,814
Current portion of long-term debt		1,591,919			7,829			(7,829	)	(D)		1,591,919
Current portion of leases payable		244,057			-			-				244,057
Profit Sharing Plan Liability		-			131,201			(131,201	)	(D)		-
Total current liabilities		3,573,764			2,329,483			(2,329,483	)			3,573,764
Long Term Liabilities
Loans payable, related parties, less current portion		428,052			-			-				428,052
Long term debt, less current portion		9,468,400			14,458			(14,458	)	(D)		9,468,400
Promissory Note Payable to Sellers		-			-			6,481,144		(A)		6,481,144
Leases payable, less current portion		847,293			-			-				847,293
Warrant liabilities		326			-			-				326
Total Liabilities		14,317,835			2,343,941			4,137,203				20,798,979
Stockholders’ Equity (deficit)
Preferred stock		-			-			-				-
Common stock		193,484			100			348,078		(A) (C) (F)		541,662
Additional paid in capital		50,877,307			912,359			7,978,888		(A) (C) (E) (F)		59,768,554
Retained earnings		(48,073,549	)		(59,870	)		59,870		(C)		(48,073,549	)
Accumulated other comprehensive income		-			83,429			(83,429	)	(C)		-
Total stockholders’ equity (deficit)		2,997,242			936,018			8,303,407		(C)		12,236,667
Noncontrolling Interest		-			-			4,012,500		(A)		4,012,500
Total Equity		2,997,242			936,018			12,315,907				16,249,167
Total liabilities and stockholder’s equity	$	17,315,077		$	3,279,959		$	16,453,110			$	37,048,146

| F-2 |

| --- |

RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES

ProForma Condensed Consolidated Statement of Operations and Comprehensive Loss

Forthe Year Ended December 31, 2024

(Unaudited)

	Historical					Pro Forma
	Reliance<br><br> <br>Global<br> Group,<br><br> <br>Inc. (For<br> the<br><br> <br>year ended<br><br> <br>December<br> 31,<br><br> <br>2024)			Spetner<br> Associates,<br> Inc. (For<br> the<br> year ended<br> December<br> 31,<br> 2024)		Transaction<br><br> <br>Accounting<br><br> <br>Adjustments				Pro<br> Forma<br><br> <br>Consolidated<br><br> <br>(For<br> the<br><br> <br>year<br> ended<br><br> <br>December<br> 31,<br><br> <br>2024)
Revenue
Commission income	$	14,054,361				$	(186,254	)	(B)	$	28,130,051
Service and fee income		-					(27,670	)	(B)		384,508
Total revenue		14,054,361					(213,924	)			28,514,559
Operating expenses (income)
Commission and enrollment expense	$	4,189,599				$	(5,733	)	(B)	$	5,493,052
Salaries and wages		7,226,810					(557,261	)	(B)		10,185,677
General and administrative expenses		4,219,635					(722,992	)	(B)		4,941,012
Marketing and advertising		357,697					-				357,697
Pension expense		-					-				1,542
Related party expenses		-					-				789,000
Change in estimated acquisition earn-out payables		47,761					-				47,761
Depreciation and amortization		1,786,068					-				1,796,326
Asset impairments		3,922,110					-				3,922,110
Total operating expenses		21,749,680					(1,285,986	)			27,534,177
Net income (loss) from operations	$	(7,695,319	)			$	1,072,062			$	980,382
Other income (expense)
Interest income (expense)	$	(1,442,808	)			$	(25,804	)	(B)	$	(1,339,112	)
Interest related parties		(140,802	)				-				(140,802	)
Charitable contribution expense		-			)		2,308,735		(B)		(3,279,739	)
Other income (expense), net		51,345					-				51,345
Recognition and change in fair value of warrant liabilities		156,000					-				156,000
Total other income (expense)	$	(1,376,265	)		)	$	2,282,931			$	(4,552,308	)
Income (loss) before provision for income taxes	$	(9,071,584	)			$	3,354,993			$	(3,571,926	)
Income tax expense		-					-				-
Net (loss) income	$	(9,071,584	)			$	3,354,993			$	(3,571,926	)
Noncontrolling Interest		-					(1,099,932	)	(G)		(1,099,932	)
Net (loss) income attributed to Reliance Global Group, Inc.	$	(9,071,584	)			$	2,255,061			$	(4,671,858	)
Basic and diluted loss per share	$	(9.01	)							$	(0.73	)
Weighted average number of shares outstanding		1,007,020					5,380,156				6,387,176
Other comprehensive income
Net income (loss)	$	(9,071,584	)			$	3,354,993			$	(3,571,926	)
Gain/loss in FV of Plan Asset	$	-			)	$	-			$	(726,615	)
Other comprehensive (loss) income		(9,071,584	)				3,354,993				(2,845,311	)
Noncontrolling Interest	$	-				$	283,610			$	283,610
Net Other comprehensive (loss) income attributed to Reliance<br> Global Group, Inc.		(9,071,584	)				3,071,383				(2,561,701	)
Non-GAAP Measure*
AEBITDA	$	(321,224	)			$	3,380,797			$	5,084,996

All values are in US Dollars.

* See below for Non-GAAP Measure disclosures and reconciliation to Net Income.

| F-3 |

| --- |

Non-GAAPMeasure

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

●	Interest<br> and related party interest expense: Unrelated to core Company operations and excluded to provide more meaningful supplemental information<br> regarding the Company’s core operational performance.
●	Depreciation<br> and amortization: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s core<br> operational performance.
●	Goodwill<br> and/or asset impairment: Non-cash charge, excluded to provide more meaningful supplemental information regarding the Company’s<br> core operational performance.
●	Equity-based<br> compensation: Non-cash compensation provided to employees and service providers, excluded to provide more meaningful supplemental<br> information regarding the Company’s core cash impacted operational performance.
●	Change<br> in estimated acquisition earn-out payables: An Earn-out liability is a liability to the seller upon an acquisition which is contingent<br> on future earnings. These liabilities are valued at each reporting period and the changes are reported as either a gain or loss in<br> the change in estimated acquisition earn-out payables account in the consolidated statements of operations. The gain or loss is non-cash,<br> can be highly volatile and overall is not deemed relevant to ongoing operations, thus, it’s excluded to provide more meaningful<br> supplemental information regarding the Company’s core operational performance.
●	Recognition<br> and change in fair value of warrant liabilities: This account includes changes to derivative warrant liabilities which are valued<br> at each reporting period and could result in either a gain or loss. The period changes do not impact on cash, can be highly volatile,<br> and are unrelated to ongoing operations, and thus are excluded to provide more meaningful supplemental information regarding the<br> Company’s core operational performance.
●	Other<br> income, net: This account includes non-routine and/or non-core operating income or expenses and other individually de minimis items<br> and is thus excluded as unrelated to core operations of the company.
●	Transactional<br> costs: This includes expenses related to mergers, acquisitions, financing and refinancings, and amendments or modifications to indebtedness.<br> Thes costs are unrelated to primary Company operations and are excluded to provide more meaningful supplemental information regarding<br> the Company’s core operational performance.
●	Non-standard<br> costs: This account includes non-standard non-operational items, related to costs incurred for a legal suit the Company has filed<br> against one of the third parties involved in the discontinued operations and was excluded to provide more meaningful supplemental<br> information regarding the Company’s core operational performance.
●	Loss<br> from discontinued operations before tax: This account includes the net results from discontinued operations, and since discontinued,<br> are unrelated to the Company’s ongoing operations and thus excluded to provide more meaningful supplemental information regarding<br> the Company’s core operational performance.

| F-4 |

| --- |

Non-GAAPReconciliation from Net (Loss) Income to AEBITDA

The following table provides a reconciliation from net loss to AEBITDA for the year ended December 31, 2024.

RELIANCE GLOBAL GROUP, INC. AND SUBSIDIARIES

Non-GAAPNet (Loss) to AEBITDA

Forthe Year Ended December 31, 2024

(Unaudited)

	Year Ended
	December 31, 2024
	Per 10K
	Reliance<br> Global<br><br> <br>Group,<br> Inc. (For<br><br> <br>the year<br> ended<br><br> <br>December<br> 31,<br><br> <br>2024)			Spetner<br><br> <br>Associates,<br> Inc.<br><br> <br>(For the<br> year ended<br><br> <br>December<br> 31, 2024)			Transaction<br><br> <br>Accounting<br><br> <br>Adjustments		Pro<br> Forma Consolidated<br><br> <br>(For<br> the year ended<br><br> <br>December<br> 31, 2024)
Net loss	$	(9,071,584	)	$	2,144,665		$	3,354,993	$	(3,571,926	)
Adjustments:
Interest and related party interest expense		1,583,610			(129,500	)		25,804		1,479,914
Depreciation and amortization		1,786,068			10,258			-		1,796,326
Asset impairment		3,922,110			-			-		3,922,110
Equity-based compensation to employees, directors and service providers		858,108			-			-		858,108
Change in estimated acquisition earn-out payables		47,761			-			-		47,761
Other (income) expense, net		(51,345	)		-			-		(51,345	)
Transactional costs		636,494			-			-		636,494
Nonrecurring costs		123,554			-			-		123,554
Recognition and change in fair value of warrant liabilities		(156,000	)		-			-		(156,000	)
Loss from discontinued operations before tax		-			-			-		-
Total adjustments	$	8,750,360		$	(119,242	)	$	25,804	$	8,656,922
AEBITDA	$	(321,224	)	$	2,025,423		$	3,380,797	$	5,084,996

| F-5 |

| --- |

RELIANCEGLOBAL GROUP, INC.

NOTESTO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ASOF AND FOR THE YEARS ENDED DECEMBER 31, 2024

(UNAUDITED)

NOTE1 — BASIS OF PRO FORMA PRESENTATION

The Transaction accounting adjustments to the pro forma statement of earnings have been prepared as if the Transaction occurred on January 1, 2024. The Transaction accounting adjustments to the pro forma balance sheet have been prepared as if the Transaction occurred on December 31, 2024. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed consolidated financial statements in accordance with Article 11 of Regulation S-X as amended. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effect of these Transactions may differ from the pro forma adjustments.

The Company’s and SAI’s historical financial statements were prepared in accordance with U.S. GAAP.

The audited consolidated financial statements and accompanying notes of Spetner as of and for the year ended December 31, 2024

The accompanying unaudited pro forma condensed consolidated financial information and related notes were prepared using the acquisition method of accounting in accordance with (“ASC 805”), with the Company considered the accounting acquirer of SAI. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed consolidated balance sheet, the purchase price consideration has been allocated to the assets acquired and liabilities assumed of SAI based upon management’s preliminary estimate of their fair values as of December 31, 2024. The excess of the purchase price consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Accordingly, the purchase price allocation and related adjustments reflected in the unaudited pro forma condensed consolidated financial information are preliminary and subject to adjustment based on a final determination of fair value. The purchase price consideration as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but no later than one year from the closing of the acquisition.

| F-6 |

| --- |

NOTE2 —ACCOUNTING POLICIES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

NOTE3 —ESTIMATED PRELIMINARY PURCHASE CONSIDERATIONS

The aggregate value of the purchase price is approximately $16.0 million based on the agreed upon amended and restated agreement on February 20, 2025.

	Amount
Initial<br> cash payment	$	6,500,000
Promissory<br> note payable to seller consideration at closing		6,481,144
Prepayment<br> of common stock		568,856
Agudath<br> promissory note (planned payment at closing)		2,500,000
Total<br> preliminary purchase price for allocation per agreement	$	16,050,000

| F-7 |

| --- |

NOTE4 — TRANSACTION ACCOUNTING ADJUSTMENTS TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The Transaction accounting adjustments included in the unaudited pro forma consolidated balance sheet as of December 31, 2024, and the unaudited pro forma statement of operations for the year December 31, 2024 are as follows:

A.	Purchase consideration based on US GAAP

The table below presents the fair value of the total estimated preliminary purchase consideration to the stated First Closing Purchase Price, as defined in the Stock Exchange Agreement.

	Amount
Initial cash payment	$	6,500,000
Promissory<br> note payable to seller consideration at closing		6,481,144
Prepayment<br> of common shares		568,856
Agudath<br> promissory note		2,500,000
Total<br> preliminary purchase price for allocation per agreement	$	16,050,000

The Company expects to account for the SAI acquisition as a business combination using acquisition accounting. The purchase consideration is as follows:

	December<br> 31, 2024
Cash<br> and cash equivalents to Seller	$	6,500,000
Promissory<br> note payable to sellers		6,481,144
Prepayment<br> of common stock		568,856
Agudath promissory note		2,500,000
Noncontrolling<br> interest		4,012,500
Total<br> preliminary purchase consideration & noncontrolling interest	$	20,062,500

	December<br> 31, 2024
Assets<br> acquired
Cash	$	438,229
Accounts<br> receivable, net		148,249
Cash<br> balance plan assets		332,443
Total<br> assets acquired		918,921
Goodwill<br>and intangible assets		19,143,579
Net<br> fair value of assets acquired	$	20,062,500

| F-8 |

| --- | | B. | Adjustments to Statement of Operations for Lines of business not acquired | | --- | --- |

The adjustments reflect the lines of businesses included in the respective historical financial statement balances of SAI’s statement of operations for the year ended December 31, 2024, that the Company is not acquiring as part of the stock exchange agreement. Therefore, the following allocations of revenue and expense balances were removed from our historical balances for SAI.

	December 31, 2024
	Transaction Accounting Adjustments
Revenue
Commission income	$	(186,254	)
Service and fee income		(27,670	)
Total revenue		(213,924	)
Operating expenses (income)
Commission and enrollment expense	$	(5,733	)
Salaries and wages		(557,261	)
General and administrative expenses		(722,992	)
Total operating expenses		(1,285,986	)
Other income (expense)
Interest expense	$	(25,804	)
Charitable contribution expense		2,308,735
Total other income (expense)	$	2,282,931
C.	Elimination of Historical SAI Equity Balance
---	---

	December<br> 31, 2024
Common<br> Stock	$	(100	)
Additional<br> paid-in capital		(912,359	)
Retained<br> Earnings		59,870
Accumulated<br> other comprehensive income		(83,429	)
Total<br> equity elimination	$	(936,018	)

| F-9 |

| --- | | D. | Settlement of Liabilities accounting adjustments | | --- | --- |

The adjustment reflects the settlement of SAI liabilities, as required by the Stock Exchange Agreement by reducing cash recognized in SAI’s historical audited balance sheet as of December 31, 2024. Accordingly, the following liability balances were assumed to be settled.

	December 31, 2024
Cash and cash equivalents	$	(2,343,941	)
Liability Settlement
Accounts payable and other accrued liabilities	$	123,692
Premiums due - insurance carriers		2,066,050
Current portion of loans payable, related parties		711
Current portion of long-term debt		7,829
Long term debt, less current portion		14,458
Profit Sharing Plan Liability		131,201
		2,343,941
Remaining Cash and cash equivalents	$	810,924
E.	Distribution to Share Holder’s – Purchase of Asset accounting adjustments
---	---

This adjustment reflects the net book value of $17,097 for an automobile that SAI will distribute to a shareholder prior to acquisition in accordance with the terms of the Share Exchange Agreement.

| F-10 |

| --- | | F. | Adjustment to reflect proposed financing for the transaction. | | --- | --- |

Proceeds<br> from offering	Proceeds<br> from Offering
Shares<br> Sold (assumed)		4,048,583
Estimated<br> Price (assumed)	$	2.470
Gross<br> Proceeds	$	10,000,000
Less<br> Offering Costs:
Underwriting<br> Discount	$	800,000
Expenses<br> payable by Reliance		200,000
Total<br> offering costs		1,000,000
Net<br> Proceeds	$	9,000,000
Allocation<br> to Common Stock:
Par<br> Value	$	348,178
Additional<br> Paid in capital		8,651,822
	$	9,000,000
G.	Non-Controlling Interest
---	---

Spetner<br> Associate, Inc.	Year<br> Ended December 31, 2024
Historical<br> net income	$	2,144,665
Transaction<br> Accounting Adjustments		3,354,993
Pro<br> forma net income of SAI		5,499,658
Percent<br> attributable to non-controlling interest	$	20	%
Income<br> allocated to non-controlling Interest	$	1,009,932

| F-11 |

| --- |

NOTE5 — PRO FORMA NET LOSS PER SHARE

The pro forma basic and diluted net loss per share amounts were calculated using the Company’s historical weighted average common shares outstanding for the years ended December 31, 2024, adjusted for incremental shares issued or to be issued by the Company in connection with the transactions described herein. The following table presents the computation of pro forma basic and diluted net loss per share:

	December<br>31,
	2024
Numerator:
Net<br> loss continuing operations
Pro<br> forma net loss from continuing operations attributable to Reliance	$	(4,671,858	)
Loss<br> from continuing operations numerator		(4,671,858	)
Denominator:
Weighted<br> average common shares outstanding, as reported		1,007,020
Incremental<br> Shares:
Additional<br> shares issued by the Company		848,666
Offering<br> shares		4,048,583
Incremental<br> shares pro forma		4,897,249
Pro<br> Forma Weighted average common shares outstanding (basic and diluted)		5,904,269
Pro<br> forma basic and diluted net loss per share continuing operations	$	(0.79	)

NOTE6 — INCOME TAXES

| F-12 |

| --- |