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filename1.htm

November
16, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
John Spitz

    Re:

    Reliance
    Global Group, Inc.

Form
10-K for Fiscal Year Ended December 31, 2021

Form 10-Q for Fiscal Quarter Ended June 30, 2022

File No. 001-40020

Dear
Mr. Spitz:

Reliance
Global Group, Inc. (the “Company”) hereby submits this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter dated October 20, 2022 (the “Comment
Letter”), relating to the above-referenced filings.

Set
forth below in bold are comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds to
the numbered comment in the Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment.

Form
10-K for Fiscal Year Ended December 31, 2021

Note
4. Investment in NSURE, Inc., page F-20

    1.
    Please
    refer to comment 1. Please tell us the key terms (e.g. date the agreement was signed, purchase price, etc.) related to the Stock
    Purchase Agreement entered into with NSURE, Inc. (“NSURE”) and how you accounted for your investment in NSURE
    subsequent to the date of the Stock Purchase Agreement. Specifically, tell us the accounting guidance you considered and if you recognized
    a gain.

Response:
Stock Purchase Agreement key terms:

    Purchaser:
    Nsure
Inc.

    Seller:

    Reliance
    Global Group, Inc.

    Agreement
    Date:
    May 3, 2022

    Shares:
    394,029
shares of Nsure Inc. Class A common stock

    Purchase
    Price:
    $2,000,000

    Closing
    Date:
    On
or before December 31, 2022

    Remedies:
    Seller’s
remedy in event of NSURE breach is limited to $1,000

We
accounted for our investment in NSURE in accordance with ASC 321-10-35-2, at cost minus impairment; no impairment or gain has been recognized
to-date.

    2.
    Please refer
    to comment 3. Please tell us the accounting guidance you relied upon in recording the $2.1 million of transaction costs as an expense
    in the quarter ended March 31, 2022 rather than as a reduction of equity (i.e. additional paid-in capital).

    Response:
        The Company recognized the $2.1 million of transaction costs as an expense because the net proceeds (gross contractual proceeds
        less expenses deducted from those proceeds) from the private placement were less than the financial liabilities recognized when
        recording the transaction.

    The
    private placement was negotiated at arm’s length with an unrelated party and the terms did not contain any rights or privileges
    requiring separate accounting recognition as an asset. The fair value of the warrant liability recognized at the closing of the private
    placement was greater than the net proceeds of the private placement. While, ASC 815 and ASC 470 provide allocation guidance for
    certain types of transactions, judgment is required to determine the allocation of proceeds in the situation where the fair value
    of a financial liability exceeds the net proceeds received by the issuer.

Form
10-Q for Fiscal Quarter Ended June 30, 2022 Note 7. Earnings (Loss) Per Share, page 18

    3.
    Please refer to comment
    5. Please provide us your calculation of the dilutive effect of the Series B convertible preferred stock, the Series B warrants and
    the stock awards for the three and six months ended June 30, 2022 and explain why you believe the effect of the Series B convertible
    preferred stock is more dilutive then the Series B warrants.

    Response: Based on
    the sequencing provisions in ASC 260-10-45-18, and per review of the earnings per share calculation, we determined that the Series
    B warrants were the most dilutive security and therefore should have been considered first in the calculation. As a result, the Series
    B convertible preferred stock and the stock awards should have been considered antidilutive. Had the stock awards and Series B convertible
    preferred stock not been included, diluted loss per common share would have been $(0.11) and $(0.66) for the three and six months
    ended June 30, 2022. The impact of including them in the dilutive earnings per share calculation reduced the dilutive loss per share
    by $0.01 and $0.07 for the three and six months ended June 30, 2022, respectively, which has been deemed immaterial both quantitatively
    and qualitatively to the result and we will revise future filings to reflect dilutive earnings per share at maximum potential dilution
    by considering the most dilutive securities first in the calculation.

    Please see calculation
    of the dilutive effect of the Series B convertible preferred stock, The Series B warrants and the stock awards for the three and
    six months ended June 30, 2022, attached as Exhibit A.

    4.
    Please refer to comment
    6. Noting your disclosure of the number of common shares outstanding in the Condensed Consolidated Statements of Stockholders’
    Equity (Deficit), please provide us your detailed calculation of the weighted average common shares outstanding of 15,638,236 and
    13,071,072 included in the denominator of your basic EPS for the three-months and six-months ended June 30, 2022, respectively.

    Response: Please
    see detailed calculation of the weighted average common shares for the three and six months ended June 30, 2022, attached as Exhibit
    A.

*
* *

    2

If
you have any questions or need additional information, please contact the undersigned at (732) 380-4665 or Joel Markovits at (732)
380-4646.

Thank
you.

    Sincerely,

    /s/ William Lebovics

    William
        Lebovics

    Chief
    Financial Officer

    cc:
    Leslie
Marlow, Esq.

    Hank Gracin, Esq.

    Blank Rome LLP

    3

Reliance
Global Group

Exhibit
A - Weighted Average Common Shares

6/30/2022

    Three
    Months
    Three
    Months

    ended
    ended

    June
    30, 2022
    June
    30, 2021

    Net
    income -loss)
    $ 10,495,691.00
    $ (1,276,886.00 )

    Deemed
    dividend
      -
      -

    Net income -loss), numerator,
    basic computation
      10,495,691.00
      (1,276,886.00 )

    Recognition
    and change in fair value of warrant liability
      (12,633,251.00 )
      -

    Net
    income -loss), numerator, diluted computation
    $ (2,137,560.00 )
    $ (1,276,886.00 )

    Weighted average shares
    - denominator basic computation
      18,738,290.00
      10,934,489.00

    Effect of stock awards

      -

    Effect
    of preferred stock

      -

    Weighted average shares,
    as adjusted - denominator diluted computation
      18,738,290.00
      10,934,489.00

    Earnings
    -loss) per common share – basic
    $ 0.56
    $ (0.12 )

    Earnings
    -loss) per common share – diluted
      (0.10 )
      (0.12 )

    Impact
    of remvoing RSUs and preferred stock
      (0.11 )

    Change
      (0.01 )

    Six
    Months
    Six
    Months

    ended
    ended

    June
    30, 2022
    June
    30, 2021

    Net
    income -loss)
    $ 19,835,692.00
    $ (1,890,812.00 )

    Deemed
    dividend
      (6,930,335.00 )
      -

    Net income -loss), numerator,
    basic computation
      12,905,357.00
      (1,890,812.00 )

    Recognition
    and change in fair value of warrant liability
      (24,748,163.00 )
      -

    Net
    income -loss), numerator, diluted computation
    $ (11,842,806.00 )
    $ (1,890,812.00 )

    Weighted average shares
    - denominator basic computation
      17,238,285.00
      9,259,738.00

    Effect of stock awards

      -

    Effect of Series B warrant
    liability
      631,276.00
      -

    Effect
    of preferred stock

      -

    Weighted average shares,
    as adjusted - denominator diluted computation
      17,869,561.00
      9,259,738.00

    Earnings
    -loss) per common share - basic
    $ 0.75
    $ (0.20 )

    Earnings
    -loss) per common share - diluted
    $ (0.59 )
    $ (0.20 )

    Impact
    of remvoing RSUs and preferred stock
      (0.66 )

    Change
      (0.07 )