RELIANCE GLOBAL GROUP, INC. (f/k/a ETHOS MEDIA NETWORK, INC.) CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2018 AND 2017

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1 CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 2018 AND 2017

2 Table of Contents Consolidated Financial Statements Consolidated Balance Sheets as of August 31, 2018 (Unaudited) and 2017 (Audited) 3 Consolidated Statements of Operations for the years ended August 31, 2018 (Unaudited) and 2017 (Audited) Consolidated Statements of Changes in Stockholders Equity (Deficit) for the years ended August 31, 2018 (Unaudited) and 2017 (Audited) Consolidated Statements of Cash Flows for the years ended August 31, 2018 (Unaudited) and 2017 (Audited) Notes to the Consolidated Financial Statements 7 2

3 CONSOLIDATED BALANCE SHEETS ASSETS 2018 (Unaudited) August 31, 2017 (Audited) Current assets: Cash and cash equivalents $ 11,228 $ 68,931 Note receivable - 24,500 Total current assets 11,228 93,431 Property, plant and equipment, net of accumulated depreciated of $517,971 and $504,812, respectively 59, ,148 Total assets $ 70,957 $ 241,579 LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) Current liabilities: Accounts payable $ 13,102 $ 7,186 Accrued interest - 9,345 Convertible note payable - 170,269 Derivative liabilities - 1,633,576 Total current liabilities 13,102 1,820,376 Total liabilities 13,102 1,820,376 Stockholders equity (deficit): Preferred stock: 750,000,000 authorized; $0.001 par value 50,000,000 and 50,000,000 shares issued and outstanding, respectively 50,000 50,000 Common stock: 900,000,000 authorized; $0.001 par value 146,993,149 and 28,789,451 shares issued and outstanding, respectively 146,993 28,789 Additional paid in capital 3,993,371 2,896,674 Accumulated deficit (4,132,509) (4,554,260) Total stockholders equity (deficit) 57,855 (1,578,797) Total liabilities and stockholders equity (deficit) $ 70,957 $ 241,579 See accompanying notes to consolidated financial statements 3

4 CONSOLIDATED STATEMENTS OF OPERATIONS 2018 (Unaudited) Years ended August 31, 2017 (Audited) Revenues $ 20,650 $ 39,068 Operating Expenses Contractor costs 13,475 3,075 Research and developments ,000 Stock based compensation 801,500 - Professional fees 47,285 70,402 General and administrative 95,210 57,747 Impairment of long-lived assets - 495,241 Depreciation and amortization 88, ,167 Total operating expenses 1,046, ,632 Net loss from operations (1,025,539) (950,564) Other income (expense) Bad debt expense (24,500) - Gain on disposition 5, Interest expense (20,621) (9,390) Interest expense related to derivative liability (58,341) (170,269) Change in derivative 1,545,752 (1,438,576) Total other non-operating income (expense), net $ 1,447,290 $ (1,617,865) Net income (loss) $ 421,751 $ (2,578,429) See accompanying notes to consolidated financial statements 4

5 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) Preferred Stock Common Stock Additional Paid in Shares Amount Shares Amount Capital Accumulated Deficit Total Balance, August 31, 2016 (Audited) 50,000,000 $ 50,000 28,576,951 $ 28,577 $ 2,884,386 $ (1,975,831) $ 987,132 Stock issued for cash , ,288-12,500 Net loss (2,578,429) (2,578,429) Balance, August 31, 2017 (Audited) 50,000,000 $ 50,000 28,789,451 $ 28,789 $ 2,896,674 $ (4,554,260) $ (1,578,797) Stock issued for cash ,922,998 37, , ,000 Stock issued for services ,000,000 35, , ,500 Stock issued for payments on convertible notes payable ,214,700 30, , ,614 Stock issued for cancellation of convertible notes payable ,066,000 15,066 21,721-36,788 Net income 421, ,751 Balance, August 31, 2018 (Unaudited) 50,000,000 $ 50, ,993,149 $ 146,993 $ 3,993,371 $ (4,132,509) $ 57,855 See accompanying notes to consolidated financial statements 5

6 CONSOLIDATED STATEMENTS OF CASH FLOWS 2018 (Unaudited) Years ended August 31, 2017 (Audited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 421,752 $ (2,578,429) Adjustments to reconcile net loss to net cash used in operating activities: Gain on sale of fixed asset (5,000) (370) Depreciation and amortization 88, ,167 Beneficial conversion of derivative convertible notes - 1,608,845 Impairment of long-lived assets - 495,241 Stock issued for services provided 801,500 - Gain in derivative (1,545,752) - Change in operating assets and liabilities: Accounts payable 5, Accrued interest (19,538) 9,345 Net cash used in operating activities (252,703) (140,640) CASH FLOWS FROM INVESTING ACTIVITIES: Sale of fixed assets 5,000 - Net cash provided by investing activities 5,000 - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from convertible notes - 195,000 Proceeds from sale of common stock 190,000 12,500 Net cash provided by financing activities 190, ,500 Net (decrease) increase in cash and cash equivalents (57,703) 66,860 Cash and cash equivalents, beginning of year 68,931 2,071 Cash and cash equivalents, end of year $ 11,228 $ 68,931 Non-cash transactions: Derivative convertible liability recorded $ - $ 1,633,576 Issuance common stock to reduce convertible debt $ 186,614 $ - Cancellation of convertible notes payable related party into shares of common stock $ 36,787 $ - See accompanying notes to consolidated financial statements 6

7 NOTE 1: NATURE OF OPERATIONS AND PRINCIPLES OF CONSOLIDATION Reliance Global Group, Inc. (f/k/a Ethos Media Network, Inc.( Ethos )) ( Reliance or the Company ) was incorporated in Florida on August 2, 2013, with an objective to acquire, or merge with, an operating business. On October 18, 2018, the corporate name was changed to Reliance Global Group, Inc. The Company elected August 31 as its fiscal year ending date. On January 22, 2014 the Company acquired an operating company, Eye on South Florida, in a reverse merger. Eye on South Florida, Inc., a corporation, was chartered in the State of Florida on January 18, 2013 as a media organization for the purpose of providing television services as an independent producer and distributor of television programming locally and nationally. The programming is based on content that is produced and filmed in South Florida, on subjects that are relevant to the South Florida area. The operations of Eye on South Florida ceased in January of 2015.As of January 22, 2014, the Company is in the business of providing television services to areas around the state and the country. These financial statements include the balances of Reliance Global Group, Inc. and subsidiary. All intercompany balances have been eliminated in the financial statements. NOTE 2: GOING CONCERN The Company s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The Company has incurred substantial expenses from inception, requires outside funding, resulting in a large accumulated deficit. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced, to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Use of Estimates The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company s more significant estimates include: the assessment of recoverability of long-lived assets, including property and equipment the estimated useful lives of depreciable assets the fair value of financial instruments the recognition, measurement and valuation of current and deferred income taxes 7

8 Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of six months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents totaled $68,931 and $11,228 at August 31, 2018 and 2017, respectively. Credit risk associated with cash deposits are insured under Federal Deposit Insurance Corporation ( FDIC") up to $250,000 per depositor, per FDIC insured bank, per ownership category. At such time, as the Company s cash deposits exceed FDIC limits, the Company will reassess their credit risk. Financial Instruments The Company s balance sheet includes certain financial instruments, including cash and accounts payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. Accounting Standards Codification ( ASC ) 820, Fair Value Measurement ( ASC 820 ) provides a framework for measuring fair value in accordance with generally accepted accounting principles. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. 8

9 Revenue Recognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: persuasive evidence of arrangement exists the product has been shipped or the services have been rendered to the customer the sales price is fixed or determinable collectability is reasonably assured. The Company generates revenue through four processes: (1) Media Production, (2) Commercial Production, Distribution and (3) Advertising Sales and Distribution (4) Live Broadcasting of Events. Revenue for media production of original content. The company recognizes a sale when the production is completed and ready for distribution. The burden of distribution and risk of loss has passed to the customer. Revenue for production of television grade HD Commercials. Revenue is recognized when the services have been performed and passed on to the customer. Revenue for distribution of commercials and content service fees is recognized ratably over the term of the advertising agreement. Revenue for live broadcasting of original content. The company recognizes a sale when the live broadcast / production is contracted and completed. The burden of distribution and risk of loss has passed to the customer. Property and Equipment Property and equipment are stated at cost. Depreciation is computed by the straight-line method over estimated useful lives. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company recognized impairment losses of $0 and $495,241 for the years ending August 31, 2018 and August 31, 2017, respectively. Impairment of Long- Lived Assets The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360, Property, Plant, and Equipment if events or circumstances indicate that their carrying amount might not be recoverable. Deferred Income Taxes and Valuation Allowance The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. Accordingly, for federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset at August 31,

10 The tax period that is subject to examination by major tax jurisdictions is from August 2, 2013 (inception) through August 31, Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ( ASU ) , Revenue from Contracts with Customers ( ASU and/or ASC 606 ), which requires recognition of revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has issued several updates to ASU which must be adopted concurrently with ASU Under ASC 606, revenue is recognized when control of promised goods or services transfers to a customer and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The major provisions include determining enforceable rights and obligation between parties, defining performance obligations as the units of accounting under contract, accounting for variable consideration, and determining whether performance obligations are satisfied over time or at a point of time. Additionally, ASC 606 requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company will adopt this standard on September 1, 2018 and is currently evaluating the effects of ASU on its consolidated financial statements. In February 2016, the FASB issued ASU No , Leases (Topic 842), which is effective for public entities for annual reporting periods beginning after December 15, 2018 and intended to improve financial reporting on leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than twelve months. Lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessee s obligation to make lease payments arising from a lease, measured on a discounted basis, and 2) a rightof-use asset, which is an asset that represents the lessee s right to use, or control the use of, a specified asset for the lease term. This standard will be effective for the Company on September 1, The Company is currently evaluating the impact the adoption of ASU will have on its consolidated financial statements. NOTE 4: PROPERTY, PLANT AND EQUIPMENT The Company has capitalized costs for property, plant and equipment as follows: August 31, 2018 August 31, 2017 Production equipment $ 535,480 $ 535,480 Office furniture and equipment 7,899 7,899 Leasehold improvements 34,321 34,321 Vehicle - 75,260 Total property and equipment 577, ,960 Less: Accumulated depreciation (517,971) (504,812) Property & equipment, net $ 59,729 $ 148,148 During year ended August 31, 2018, the Company sold its vehicle for $5,000. The vehicle s book value at the time of sale was $0 resulting in a gain on sale of $5,000. Depreciation for the year ended August 31, 2018 and 2017 was $88,419, and $324,167, respectively. Impairment of long-lived assets 10

11 The Company had tested the four asset groups and determined that impairment indicators were present for the production equipment group, specifically for software, server and vehicle components. As a result, software, server and vehicle were written down to their estimated fair value of $241,656, $97,758 and $55,301, respectively; resulting in an impairment charge of $495,241 for the fiscal year ending August 31, Impairment for the fiscal year ended August 31, 2018 was $0. NOTE 5: CONVERTIBLE NOTE PAYABLE AUCTUS FUND, LLC On March 22, 2017, the Company executed a convertible promissory note with Auctus Fund, LLC. The note carries a principal balance of $80,000 together with an interest rate of twelve percent (12%) per annum and a maturity date of December 22, All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-four percent (24%) per annum from the due date thereof until the same is paid. As of May 31, 2018, the principal balance of $80,000 has been paid in full along with all accrued interest. The holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty-one (181) days following the date of this note, to convert all or any part of the outstanding and unpaid principal amount into Common Stock. The conversion shall equal sixty-one percent (61%) of the average of the lowest two (2) trading prices for the Common Stock during the previous twenty-five (25) trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of forty-five percent (45%). EMA FINANCIAL, LLC On March 22, 2017, the Company executed a convertible promissory note with EMA Financial, LLC. The note carries a principal balance of $85,000 together with an interest rate of ten percent (10%) per annum and a maturity date of March 22, All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty-four percent (24%) per annum from the due date thereof until the same is paid. As of May 31, 2018, the principal balance of $85,000 has been paid in full along with all accrued interest. The holder shall have the right, in its sole and absolute discretion, at any time from time to time, to convert all or any part of the outstanding amount due under this note. The conversion shall equal sixty percent (60%) of the average of the lowest two (2) trading prices for the Common Stock during the previous twenty (20) trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of forty percent (40%). POWER UP LENDING GROUP On April 20, 2017, The Company executed a convertible promissory note with Power Up Lending Group, Ltd. The note carries a principal balance of $30,000 together with an interest rate of twelve percent (12%) per annum and a maturity date of January 30, All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. As of May 31, 2018, the principal balance of $30,000 has been paid in full along with all accrued interest. The holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this note, to convert all or any part of the outstanding and unpaid principal amount into Common Stock. The conversion shall equal fifty-five percent (55%) of the average 11

12 of the lowest two (2) trading prices for the Common Stock during the twenty (20) day trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of forty-five percent (45%). TOUCHE INVESTMENTS, LLC On March 28, 2018, the company executed an amendment to the convertible note payable issued on March 22, 2017 to Power Up Lending, a/k/a Jabro Funding Corp with Touche Investments, LLC. The amendment waives the default conditions under Section 3.1 of the note and agrees to extinguish the outstanding balance together with principal and interest of $37, with the delivery of 15,066,000 shares of common stock at $ per share. The original convertible promissory note carries a principal balance of $30,000 together with an interest rate of twelve percent (12%) per annum and a maturity date of January 30, All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Upon delivery of the shares the Note will be deemed paid in full. As of May 31, 2018, the principal balance of $37,665 has been paid in full. The Company accounts for this embedded conversion feature as a derivative under ASC and valued separately from the note at fair value. The embedded conversion feature of the note is revalued at each subsequent reporting date at fair value and any changes in fair value will result in a gain or loss in those periods. Convertible notes payable consisted of the following: August 31, 2018 August 31, 2017 Convertible notes payable: $ - $ 195,000 Debt discount - (24,731) Convertible notes payable net of debt discount $ - $ 170,269 Accrued interest - 9,345 Current portion of convertible note payable and interest $ - $ 179,614 NOTE 6: EQUITY Preferred Stock The Company has been authorized to issue 750,000,000 shares of $0.001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation. At August 31, 2018 and August 31, 2017 there are 50,000,000 and 50,000,000 shares of Series A Convertible Preferred Stock issued and outstanding, respectively. The Series A Convertible Preferred Stock converts at a rate of 10 common shares per each share of preferred for a total of 500,000,000 shares of common. Common Stock The Company has been authorized to issue 900,000,000 shares of common stock, $0.001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution. 12

13 On January 27, 2017, the Company sold 62,500 shares of common stock to a non-related party in exchange for cash proceeds of $2,500. The shares were issued at $0.04 per share. On February 6, 2017, the Company sold 150,000 shares of common stock to a non-related party in exchange for cash proceeds of $10,000. The shares were issued at $0.066 per share. On January 25, 2018, the Company sold 1,923,000 shares of common stock to a non-related party in exchange for cash proceeds of $10,000. The shares were issued at $ per share. During the nine months ended May 31, 2018, the Company issued 18,260,000 shares of common stock to EMA Financial, LLC in exchange for principal reduction of $30,058 and accrued interest and fees of $9,825 for a total of $39,883. The shares were issued on various dates during the nine months ended May 31, The shares were issued at a discount to the fair market value, per the conversion agreement dated March 22, During the nine months ended May 31, 2018, the Company issued 11,954,700 shares of common stock to Auctus Fund, LLC. in exchange for principal reduction of $12,630 and accrued interest and fees of $11,789 for a total of $24,419. The shares were issued on various dates during the nine months ended May 31, The shares were issued at a discount to the fair market value, per the conversion agreement dated March 22, On March 15, 2018, the Company sold 7,999,998 shares of common stock to non-related parties in exchange for cash proceeds of $40,000. The shares were issued at $0.005 per share. On March 18, 2018, the Company sold 500,000 shares of common stock to a non-related party in exchange for cash proceeds of $2,500. The shares were issued at $0.005 per share. On March 19, 2018, the Company sold 750,000 shares of common stock to a non-related party in exchange for cash proceeds of $3,750. The shares were issued at $0.005 per share. On March 20, 2018, the Company sold 4,750,000 shares of common stock to non-related parties in exchange for cash proceeds of $23,750. The shares were issued at $0.005 per share. On March 28, 2018, the Company sold 14,000,000 shares of common stock to non-related parties in exchange for cash proceeds of $70,000. The shares were issued at $0.005 per share. On March 28, 2018, the Company issued 15,066,000 shares of common stock to non-related parties in exchange for cancellation of the Touche Investment LLC, convertible note payable in the amount of $37,665. The shares were issued at a price of $ per share. On April 3, 2018, the Company issued 5,000,000 shares of common stock to non-related parties in exchange for services rendered of $114,500. The shares were issued at FMV of $ per share. On April 27, 2018, the Company issued 15,000,000 shares of common stock to a non-related party in exchange for services rendered of $343,500. The shares were issued at FMV of $ per share. On April 27, 2018, the Company issued 15,000,000 shares of common stock to our CEO, Jack Namer, a related party in exchange for services rendered of $343,500. The shares were issued at FMV of $ per share. On April 27, 2018, the Company sold 8,000,000 shares of common stock to non-related parties in exchange for cash proceeds of $40,000. The shares were issued at an average price of $0.005 per share. As of May 31, 2018, there are 146,993,149 shares of common stock issued and outstanding. Options and Warrants 13

14 There are no warrants or options outstanding to acquire any additional shares of common stock of the Company as of August 31, NOTE 7: RELATED PARTY TRANSACTION On April 27, 2018, the Company issued 15,000,000 shares of common stock to our CEO, Jack Namer, a related party in exchange for services rendered of $343,500. The shares were issued at FMV of $ per share. The Company has been provided office space by a member of the Board of Directors at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements. The above amount is not necessarily indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties. NOTE 8: COMMITMENTS AND CONTINGENCIES From time-to-time the Company may be a party to litigation matters involving claims against the Company. Management investigates claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and estimable. The amounts currently accrued for such matters are not material. While the Company cannot predict the outcome of any pending or future litigation or proceeding and no assurances can be given, the Company does not believe that any pending matter will have a material effect, individually or in the aggregate, on its financial position or results of operations. NOTE 9: SUBSEQUENT EVENTS On September 21, 2018, a change of control occurred. Per the Common Stock Purchase Agreement ( SPA ) entered into on September 21, 2018, Mr. Jack Namer sold his 21,492,000 common shares of the Company, and his 50,000,000 preferred shares, which are convertible into a total of 500,000,000 common shares, and Amy Nalewaik sold her 24,997,000 common shares, to Reliance Global Holdings, LLC ( Reliance NJ ), a New Jersey limited liability company. The purchase price of the shares was $287,500. The agreement required Ethos to acquire an insurance agency within 60 days after the change of control contemplated by the sales and purchase agreement. Additionally, following the acquisition of the insurance agency, Ethos was required to sell its 100% owned subsidiary, Eye on South Florida, to a company controlled by the Sellers for $1. Additionally, as part of the transaction, Mr. Namer resigned all of his positions with the Company and appointed Ezra Beyman as the new CEO and sole director. On September 24, 2018, Mr. Beyman appointed Alex Blumenfrucht as an additional director and as CFO, and Reliance NJ converted 10,000,000 of the preferred shares into 100,000,000 common shares. 14