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filename1.htm

   May 25,
  2023

VIA
EDGAR

 Securities
and Exchange Commission

Division
of Corporation Finance, Office of Finance

 100
F Street, N.E.

 Washington, D.C. 20549

 Attention:
John Spitz, Staff Accountant

     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:

This
letter is being furnished in response to the comments of the staff (the “Staff”) of the Division of
Corporation Finance of the Securities and Exchange Commission (the “Commission”) that was contained in the
Staff’s letter dated January 13, 2023 (the “Comment Letter”), to Reliance Global Group, Inc. (the
“Company”) with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2022, each as filed with the Commission (File No.
001-40020).

Set
forth below are the Company’s responses to the Staff’s comments contained in the Comment Letter. For
ease of reference, the Staff’s comments are reproduced below in italics and are followed by the Company’s responses.

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. We note the closing date of the purchase agreement was December 31, 2022.
                                            Please provide us an update on the purchase, any other transactions related to the agreement
                                            and your accounting for the shares at December 31, 2022. Please tell us how you considered
                                            whether to recognize a gain related to this purchase contract when the agreement was entered
                                            into during the quarter ended June 30, 2022 and tell us any accounting guidance you considered
                                            in your determination.

Response:
 As indicated previously, on May 3, 2022, the Company entered into a Stock Purchase Agreement with Nsure, Inc. (“Nsure”)
pursuant to which the Company agreed to sell, and Nsure agreed to purchase, 394,029 shares of Nsure common stock held by the Company
in exchange for payment by Nsure to the Company of $2,000,000. Pursuant to the terms of the Stock Purchase Agreement, the transaction
was to close on or before December 31, 2022. As of the date hereof, the transaction has not closed and Nsure has not purchased
the shares. The Company has continuously measured the investment at cost, less impairment. Pursuant to the terms of the Stock
Purchase Agreement, the Company’s sole and exclusive remedy in the event of a breach is $1,000 liquidated damages to be paid by
Nsure to the Company on or before January 31, 2023. As of the date hereof, Nsure has not paid the liquidated damages, but the Company
considers Nsure to be in breach of the Stock Purchase Agreement. During the quarter ended December 31, 2022 and the quarter
ended March 31, 2023, the Company sold all of its Nsure shares to third parties and recovered the cost value. Because the
Stock Purchase Agreement provided only nominal liquidated damages in case of breach, the Company did not deem it reasonable or appropriate
to recognize a gain from the Stock Purchase Agreement.

 The
Company measured the NSURE shares subsequent to acquisition in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification
(“ASC”) 321-10-35-2, at cost less impairment since no readily
determinable fair value was available to the Company. The Company did not observe any price changes resulting from orderly transactions
for identical or similar assets for the years ended December 31, 2022 or 2021.

    Page 2 of 17

 Division
                                            of Corporation Finance, Office of Finance

 Securities
and Exchange Commission

 May
25, 2023

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

Note
7. Earnings (Loss) Per Share, page 18

2.  Please
                                            refer to comment 3. Please provide us your materiality analysis, based on the guidance in
                                            SAB Topic 1M, supporting your determination that the errors in diluted EPS for the three
                                            and six month periods ended June 30, 2022 were immaterial both quantitatively and qualitatively.

Response:
Please see Exhibit 1 for our materiality analysis for the periods ended March 31, 2022, June 30, 2022 and September
30, 2022.

 Additionally,
the Company performed an evaluation of its accounting in connection with the calculation of its basic Earnings Per Share (“EPS”)
and diluted EPS for (i) the three months ended March 31, 2022, (ii) the three and six months ended June 30, 2022, and (iii) the three
and nine months ended September 30, 2022. The evaluation concluded on May 12, 2023, and identified errors in such calculations. The Company
determined that the errors were material to previously-issued financial statements. The errors resulted from improper application of
sequencing rules, a miscalculation of the numerator used in the determination of diluted EPS, and a miscalculation of the denominator
used in the determination of weighted average shares outstanding for both basic EPS and diluted EPS, and the Company determined that
the errors required adjustments of the previously issued financial statements for (i) the three months ended March 31, 2022, (ii) the
three and six months ended June 30, 2022, and (iii) the three and nine months ended September 30, 2022. Accordingly, on May 18, 2023,
the Company filed an amendment to each of the following Quarterly Reports on Form 10-Q:

     ●
     Quarterly
    Report on Form 10-Q for the quarter ended March 31, 2022, as filed with the Commission on May 16, 2022 (the “Q1 2022 10-Q”),

     ●
     Quarterly
    Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the Commission on August 15, 2022, and

     ●
     Quarterly
    Report on Form 10-Q for the quarter ended September 30, 2022, as filed with the Commission on November 14, 2022,

 and
restated its consolidated financial statements for each of the aforementioned identified periods in the respective amendments to Quarterly
Reports on Form 10-Q/A as follows:

     ●
     Amendment
    No. 1 to Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2022, as filed with the Commission on May 18, 2023 (the
    “Q1 2022 10-Q/A”),

     ●
     Amendment
    No. 1 to Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2022, as filed with the Commission on May 18, 2023 (the “Q2
    2022 10-Q/A”), and

     ●
     Amendment
    No. 1 to Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2022, as filed with the Commission on May 18, 2023 (the
    “Q3 2022 10-Q/A”).

3.  Please refer to comment 3. Please revise to include the effect of the Series B warrant liability in your determination of the weighted average shares, as adjusted-denominator diluted computation line item for the three months ended June 30, 2022 detailed in Exhibit A or tell us why it should not be included.

Response: Because
the warrants underlying the warrant liability may be settled in cash or shares, the Company followed the guidance in ASC 260-10-45-45 which
states:

If
an entity issues a contract that may be settled in common stock or in cash at the election of either the entity or the holder, the determination
of whether that contract shall be reflected in the computation of diluted EPS shall be made based on the facts available each period.
It shall be presumed that the contract will be settled in common stock and the resulting potential common shares included in diluted
EPS (in accordance with the relevant provisions of this Topic) if the effect is more dilutive.

In
accordance with ASC 260-10-45-45, the effect of potential share settlement should be included in the diluted EPS calculation (if the
effect is more dilutive) for any instrument that contains a provision that requires or permits share settlement (regardless of whether
the election is at the option of an entity or the holder, or if the entity has a history or policy of cash settlement).

    Page 3 of 17

 Division
of Corporation Finance, Office of Finance

 Securities and Exchange Commission

 May 25, 2023

 As
noted in the above response to Comment 2, on May 18, 2023, the Company filed the Q2 2022 10-Q/A, and for
the three months ended June 30, 2022, the Company did not include an adjustment to the numerator or denominator in its calculation of
diluted EPS because the adjustment is anti-dilutive. The number of shares repurchased with the exercise proceeds totaled 15,098,070,
which exceeded the number of shares issued of 10,024,491 upon exercise, which is considered anti-dilutive.

 Further, in the Q2 2022 10-Q/A, for
the six months ended June 30, 2022, the Company included an adjustment to the numerator and denominator in its calculation of diluted
EPS because the adjustment is dilutive. The number of shares repurchased with the exercise proceeds totaled 9,377,576, which did
not exceed the number of shares issued of 10,024,491 upon exercise. The Company reduced net income by $26,625,915,
equal to the marked-to-market gain on the warrant liability and increased its common shares outstanding by 646,915 (the incremental
shares issued upon exercise of the Series B warrants).

4.  Please
                                            refer to comment 3. Please tell us if the basic or diluted earnings per share disclosed in
                                            your March 31, 2022, or September 30, 2022 Forms 10-Q also had a similar error. If so, please
                                            explain the error, show us the corrected calculations and the impact of the error and amend
                                            the applicable Forms 10-Q to correct the error in accordance with ASC 250 and consider the
                                            need to file a Form 8-K Item 4.02.

Response:
The diluted earnings per share disclosed in the Q1 2022 10-Q and the Q3 2022 10-Q had similar errors
due to the improper sequencing of potentially dilutive securities and errors identified in our calculation of basic EPS. The errors have been corrected in the Q1 2022 10-Q/A and the Q3 2022 10-Q/A, respectively.

In
the Q1 2022 10-Q, we incorrectly included a series of anti-dilutive securities in the denominator, which had an
anti-dilutive effect on our diluted EPS calculation. The error has been corrected in the Q1 2022 10-Q/A.

In
the Q3 2022 10-Q, for the three months ended September 30, 2022, we incorrectly reduced basic net income for the change
in fair value of the Series B warrant liability and placement agent warrant liability. The potential common shares issuable upon
share settlement are anti-dilutive and the fair value adjustment should be excluded from the numerator. Further, potentially dilutive
securities from the Series B convertible preferred stock and non-vested stock awards should be included in diluted EPS. In addition,
for the nine months ended September 30, 2022, we incorrectly reduced basic net income for the change in fair value of the
Series B warrant liability. The potential common shares issuable upon share settlement are anti-dilutive and the fair value adjustment
should be excluded from the numerator. Further, dilutive securities from the Series B convertible preferred stock and non-vested stock
awards should be included diluted EPS. The error has been corrected in the Q3 2022 10-Q/A.

The
following tables set forth the effects of the adjustments on affected items within the Q1 2022 10-Q and the Q3
2022 10-Q, had the adjustments been made in the appropriate quarters (without giving effect to the 1-for-15 reverse stock split that became effective on February 23, 2023 (the
“Reverse Split”)):

    Page 4 of 17

 Division
of Corporation Finance, Office of Finance

 Securities and Exchange Commission

 May 25, 2023

Condensed
Consolidated Statement of Operations

    Three
    Months Ended March 31, 2022

    As
    Reported
    Adjustment
    As
    Corrected

    Basic earnings per share
     $  0.13
     $  0.03
     $  0.16

    Diluted loss
    per share
     $  (0.42 )
     $  (0.23 )
     $  (0.65 )

    Weighted average number of shares outstanding –
    Basic
      18,225,241
      (3,516,703 )
      14,708,538

    Weighted average number
    of shares outstanding - Diluted
      23,599,275
      (5,667,246 )
      17,932,029

    Three
    Months Ended September 30, 2022

    As
    Reported
    Adjustment
    As
    Corrected

    Basic earnings per share
     $  0.35
     $  -
     $  0.35

    Diluted (loss) earnings per share
     $  (0.10 )
     $  0.41
     $  0.31

    Weighted average number
    of shares outstanding – Basic
      17,424,267
      (70,182 )
      17,354,085

    Weighted average number
    of shares outstanding - Diluted
      17,424,267
      2,148,902
      19,573,169

    Nine
    Months Ended September 30, 2022

    As
    Reported
    Adjustment
    As
    Corrected

    Basic earnings per share
     $  1.10
     $  0.09
     $  1.19

    Diluted (loss) earnings per share
     $  (0.78 )
     $  1.82
     $  1.04

    Weighted average number
    of shares outstanding – Basic
      17,320,146
      (1,277,129 )
      16,043,017

    Weighted average number
    of shares outstanding - Diluted
      17,320,146
      977,189
      18,297,335

    Page 5 of 17

 Division
of Corporation Finance, Office of Finance

 Securities and Exchange Commission

 May 25, 2023

 The Company determined the errors to be material to the previously-issued financial statements taken as a whole,
and therefore, filed the Q1 2022 10-Q/A and the Q3 2022 10-Q/A.

 The
following tables set forth the effects of the adjustments on affected items within the Q1 2022 10-Q and the Q3 2022 10-Q, as adjusted to
give effect to the Reverse Split and resultant rounding, and as
presented in the Q1 2022 10-Q/A and the Q3 2022 10-Q/A, respectively:

     Three Months Ended March 31, 2022

     As Reported
     Adjustment
     As Corrected

     Basic earnings per share
     $   1.95
     $   0.51
     $   2.46

     Diluted loss per share
     $   (6.30   )
     $   (3.39   )
     $   (9.69   )

     Weighted average number of shares outstanding – Basic
         1,215,016
         (234,447   )
         980,569

     Weighted average number of shares outstanding – Diluted
         1,573,285
         (377,805   )
         1,195,480

     Three Months Ended September 30, 2022

     As Reported
     Adjustment
     As Corrected

     Basic earnings (loss) per share
     $   5.25
     $   (0.04   )
     $   5.29

     Diluted (loss) earnings per share
     $   (1.50   )
     $   6.19
     $   4.69

     Weighted average number of shares outstanding – Basic
         1,161,618
         (4,679   )
         1,156,939

     Weighted average number of shares outstanding – Diluted
         1,161,618
         143,260
         1,304,878

     Nine Months Ended September 30, 2022

     As Reported
     Adjustment
     As Corrected

     Basic earnings per share
     $   16.50
     $   1.29
     $   17.79

     Diluted (loss) earnings per share
     $   (11.70   )
     $   27.30
     $   15.60

     Weighted average number of shares outstanding – Basic
         1,154,676
         (85,142   )
         1,069,534

     Weighted average number of shares outstanding – Diluted
         1,154,676
         64,146
         1,219,822

5.  Please refer to comment 4. We note your reconciliation of the weighted average common shares outstanding included in the basic EPS calculation for the three-months and six-months ended June 30, 2022, included in response 6