SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 September 3, 2025

Ezra Beyman
Chief Executive Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, NJ 08701

 Re: Reliance Global Group, Inc.
 Registration Statement on Form S-1
 Filed August 27, 2025
 File No. 333-289900
Dear Ezra Beyman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eric Envall at 202-551-3234 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Morris C. Zarif
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Reliance
Global Group, Inc.

 300
Blvd. of the Americas, Suite 105

 Lakewood,
NJ 08701

 September
2, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Reliance
 Global Group, Inc.

 Registration
 Statement on Form S-1

 Filed
 August 27, 2025

 File
 No. 333-289900

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Reliance Global Group, Inc. hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 4:30 p.m. Eastern Time on Thursday, September 4, 2025,
or as soon as thereafter practicable.

 Very
 truly yours,

 RELIANCE
 GLOBAL GROUP, INC.

 By:
 /s/
 Ezra Beyman

 Ezra
 Beyman

CORRESP
 1
 filename1.htm

 Reliance
Global Group, Inc.

 300
Blvd. of the Americas, Suite 105

 Lakewood,
NJ 08701

 July
2, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Reliance
 Global Group, Inc.

 Registration
 Statement on Form S-1

 Filed
 June 25, 2025|, as amended on July 2, 2025

 File
 No. 333-288299

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Reliance Global Group, Inc. hereby requests acceleration of effectiveness of
the above referenced Registration Statement so that it will become effective at 4:30 p.m. Eastern Time on Thursday, July 3, 2025, or
as soon as thereafter practicable.

 Very
 truly yours,

 RELIANCE
 GLOBAL GROUP, INC.

 By:
 /s/
 Ezra Beyman

 Ezra
 Beyman

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 2, 2025

Ezra Beyman
Chief Executive Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, NJ 08701

 Re: Reliance Global Group, Inc.
 Registration Statement on Form S-1
 Filed June 25, 2025
 File No. 333-288299
Dear Ezra Beyman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Morris C. Zarif
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

RELIANCE
GLOBAL GROUP, INC.

300
Blvd. of the Americas, Suite 105

Lakewood,
NJ 08701

November
6, 2023

CORRESPONDENCE
FILING VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Reliance
    Global Group, Inc.

    Registration
    Statement Filed on Form S-3

    (File
    No. 333-275190)

Ladies
and Gentlemen:

On
behalf of Reliance Global Group, Inc. (the “Company”), in accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that
it will be declared effective at 4 P.M. Eastern Time on Tuesday, November 7, 2023, or as soon thereafter as is practicable.

The
Company acknowledges that:

    ●
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
    the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

The
Registrant respectfully requests that a copy of the Commission’s order declaring the Registration Statement on Form S-3 effective
to its legal counsel Laura Anthony via email at lanthony@anthonypllc.com.

    Sincerely,

    /s/
    Joel Markovits

    Joel
    Markovits

    Chief
    Financial Officer

    cc:
    Laura
    Anthony, Esq.

United States securities and exchange commission logo
November 3, 2023
Ezra Beyman
Chief Executive Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, NJ 08701
Re:Reliance Global Group, Inc.
Registration Statement on Form S-3
Filed October 27, 2023
File No. 333-275190
Dear Ezra Beyman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Laura Anthony

CORRESP
1
filename1.htm

RELIANCE
GLOBAL GROUP, INC.

300
Blvd. of the Americas, Suite 105

Lakewood,
New Jersey 08701

September
11, 2023

CORRESPONDENCE
FILING VIA EDGAR

Office
of Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Reliance
    Global Group, Inc.

    Registration
    Statement Filed on Form S-1

    File
    No. 333-271110

Ladies
and Gentlemen:

On
behalf of Reliance Global Group, Inc. (the “Company”), in accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that
it will be declared effective at 4:00 P.M. Eastern Time on Wednesday, September 13, 2023, or as soon thereafter as is practicable.

The
Company acknowledges that:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
    from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Sincerely,

    /s/
    Ezra Beyman

    Ezra
    Beyman

    Chief
    Executive Officer

    cc:
    Craig
    D. Linder, Esq./Anthony L.G., PLLC

United States securities and exchange commission logo
August 18, 2023
Joel Markovits
Chief Financial Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, New Jersey 08701
Re:Reliance Global Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-40020
Dear Joel Markovits:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

August
10, 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-K for Fiscal Year Ended December 31, 2022

Form 10-Q for Fiscal Quarter Ended March
31, 2023

Response Dated May 25, 2023

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 July 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, the Company’s Annual Report on Form 10-K for the year ended December
31, 2022 (the “2022 10-K”), and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2023, 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, 2022

Item
9A. Controls and Procedures, page 37

1. We
                                            note you identified a material weakness in disclosure controls and procedures related to
                                            the calculation of earnings per share and concluded that they were ineffective at March 31,
                                            2022, June 30, 2022, September 30, 2022 and March 31, 2023 as disclosed in your Forms 10-Q/A
                                            or Form 10-Q. Considering this disclosure and the absence of disclosures about any changes
                                            in controls through March 31, 2023, please amend your Form 10-K to disclose similar information
                                            regarding the material weakness and change your conclusions regarding disclosure controls
                                            and procedures and internal control over financial reporting or tell us why your conclusions
                                            of effectiveness are appropriate.

  Response:
The Company acknowledges the Staff’s comment and has filed an amendment to its 2022 10-K (“Amendment No. 1”) that
includes disclosure in Item 9A regarding (i) the existence of a material weakness in disclosure controls and procedures as of December
31, 2022, and (ii) the conclusion of the Company’s principal executive officer and principal financial officer that, as of December
31, 2022, the Company’s disclosure controls and procedures were not effective. In particular, the Company has included the following
disclosure in Item 9A of Amendment No. 1 (on page 2 of Amendment No. 1):

Securities
and Exchange Commission

Division
of Corporation Finance, Office of Finance

August
10, 2023

Page
2

Item
9A. Controls and Procedures

Controls
and Procedure Requirements

Evaluation
of Disclosure Controls and Procedures

Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this annual report, is recorded, processed, summarized, and reported within the time period specified
in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated
and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and
chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December
31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of
December 31, 2022, our disclosure controls and procedures were not effective in all material respects.

The
Company determined it had a material weakness in its disclosure controls and procedures as it pertains to earnings per share (EPS) for
the fiscal year ended December 31, 2022. During the quarter ended March 31, 2023, the Company mitigated this deficiency by consulting
with qualified advisors that have in-depth EPS expertise. These advisors will assist the Company in the calculations and disclosures
of EPS for future reporting periods.

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

Securities
and Exchange Commission

Division
of Corporation Finance, Office of Finance

August
10, 2023

Page
3

Management’s
Report on Internal Control Over Financial Reporting

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

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

Management
assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making the assessment,
management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013) in Internal
Control-Integrated Framework. Based on its assessment, management concluded that, as of December 31, 2022, our Company’s internal
control over financial reporting was not effective in all material respects, due to the material weakness in disclosure controls and
procedures discussed above.

Changes
in Internal Control over Financial Reporting

There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

Securities
and Exchange Commission

Division
of Corporation Finance, Office of Finance

August
10, 2023

Page
4

Report
of Independent Registered Public Accounting Firm, page F-1

2. Please
                                            amend your Form 10-K to include a signed audit report for the years ended December 31, 2022
                                            and December 31, 2021. Refer to Rule 2-02(a) of Regulation S-X.

Response:
The Company acknowledges the Staff’s comment. Although Mazars USA LLP (“Mazars”), the Company’s independent
registered public accounting firm, delivered to the Company a manually signed copy of its Report of Independent Registered Public Accounting
Firm (the “Audit Report”), the version of the 2022 10-K that was filed with the Commission inadvertently omitted Mazars’
conformed signature on the copy of the Audit Report included in Part II, Item 8 of the 2022 10-K. Therefore, in Amendment No. 1,
Part IV, Item 15 has been replaced in its entirety, solely to include Mazars’ conformed signature on the Audit Report. No changes
to the financial statements or notes have been made in Amendment No. 1.

Form
10-Q for Fiscal Quarter Ended March 31, 2023

Note
1. Summary of Business and Significant Accounting Policies – Discontinued Operations, page 12

3. Please
                                            tell us and revise future filings to describe the expected manner (e.g., sale or abandonment)
                                            and timing of the disposal of the Medigap Healthcare Insurance Company, LLC. Refer to ASC
                                            205-20-50-1.a.2.

Response:
The Company respectfully acknowledges the Staff’s comment. In the Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2023 as filed with the Commission on the date hereof (the “June 2023 10-Q”), the Company has disclosed that
it abandoned Medigap Healthcare Insurance Company, LLC and clarified the facts, circumstances, and manner of the disposal.

Below
is an excerpt of the Company’s the disclosure in the June 2023 10-Q which addresses the manner and timing of the
disposal:

Discontinued
Operations

The
Company’s board of directors approved the discontinuation and abandonment of Medigap Healthcare Insurance Company, LLC (“Medigap”),
a subsidiary of the Company, effective April 17, 2023, due to Medigap’s sustained recurring losses stemming from amongst other
factors, greater than anticipated revenue chargebacks. The Company was unable to divest its interest in Medigap for value, and accordingly,
operations were wound down in an orderly manner. In doing so, the Company transferred to its operating entity, Medigap’s
customer relationships and internally developed and purchased software intangible assets, with net of amortization combined value of
approximately $4,300,000, as well as, its short-term financing arrangement of $29,500, and each are respectively classified in the intangible
assets and short term financing agreements accounts in the condensed consolidated balance sheets for the periods ended June 30, 2023
and December 31, 2022. These assets have continued value to the Company and have not been impaired as the fair value exceeds carrying
cost. Medigap’s remaining assets were considered to have no remaining asset value and were fully impaired. Certain liabilities
and estimated liabilities as outlined in the tables herein, were discharged and/or written-off in conjunction with the Settlement Agreement
(as defined below) because of them having a net zero dollar estimated liability value. Accordingly, the Company recognized a net
of estimated liability adjustments loss of approximately $4,400,000, and gain of approximately $10,000, presented in income (loss) from
discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2023. As part of the
abandonment, the Company cancelled third party contracts, settled outstanding vendor and other third-party obligations, ceased to enter
into new customer contracts via Medigap, and no further customer performance obligations existed. The Company does not expect
further continuing involvement with Medigap, and in accordance with ASC 205-20-45-9, no corporate overhead has been allocated to discontinued
operations.

Settlement
Agreement

On
June 30, 2023, the Company entered into a confidential settlement agreement and mutual release (the “Settlement Agreement”)
with certain Medigap affiliated entities and persons, and the former owners of Medigap, whereby the Company would receive a settlement
payment of $2,900,000 and was released from all past and future Medigap obligations and liabilities. The settlement payment was received
in full by the Company in July 2023 and is recorded as income from discontinued operations in the condensed consolidated statements of
operations for the three and six months ended June 30, 2023.

Securities
and Exchange Commission

Division
of Corporation Finance, Office of Finance

August
10, 2023

Page
5

4. Please
                                            tell us and revise future filings to disclose the major classes of assets and liabilities
                                            presented as discontinued operations as of each period end presented and discuss any changes
                                            in disclosed consolidated balance sheet line items from December 31, 2022 to March 31, 2023.

Response:
The Company respectfully acknowledges this comment. In the June 2023 10-Q, the Company has disclosed the major classes of assets
and liabilities presented as discontinued operations as of each period end presented. Below is an excerpt of the Company’s disclosure
in the June 2023 10-Q that discusses the major changes assets and liabilities presented as discontinued operations as of each period
presented:

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

    6/30/2023
    12/31/2022

    Accounts
    receivable
      -
    $ 73,223

    Accounts
    receivable, related parties
           -
      3,595

    Other
    Receivables
      -
      5,388

    Prepaid
    expense and other current assets
      -
      3,792

    Current
    Assets - Discontinued Operations

    $ 85,998

    Condensed
    consolidated balance sheets - Current Assets - Discontinued Operations

    $ 85,998

    Property
    and equipment, net
      -
    $ 24,116

    Right-of-use
    assets
      -
      163,129

    Intangibles,
    net
      -
      318,000

    Goodwill
      -
      4,825,634

    Other
    Assets - Discontinued Operations
      -
    $ 5,330,879

    Condensed
    consolidated balance sheets - Other Assets - Discontinued Operations
      -
    $ 5,330,879

    Accounts
    payable and other accrued liabilities
      -
    $ 506,585

    Chargeback
    Reserve
      -
      915,934

    Current
    portion of leases payable
      -
      178,117

    Current
    Liabilities - Discontinued Operations
      -
    $ 1,600,636

    Condensed
    consolidated balance sheets - Current Liabilities - Discontinued Operations
      -
    $ 1,600,636

Securities
and Exchange Commission

Division
of Corporation Finance, Office of Finance

August
10, 2023

Page
6

5. It
                                            appears you classify Medigap customer relationship intangible assets initially recognized
                                            as part of the January 2022 acquisition as “Other assets – discontinued operations”
                                            at December 31, 2022 but subsequently reclassify them to Intangibles, net at March 31, 2023.
                                            Please explain to us all the facts and circumstances related to classification and measurement
                                            of these customer relationship intangible assets at December 31, 2022 and March

United States securities and exchange commission logo
July 13, 2023
Joel Markovits
Chief Financial Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, New Jersey 08701
Re:Reliance Global Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Form 10-K for Fiscal Year Ended December 31, 2022
Form 10-Q for Fiscal Quarter Ended March 31, 2023
Response Dated May 25, 2023
File No. 001-40020
Dear Joel Markovits:
            We have reviewed your May 25, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures, page 37
1.
We note you identified a material weakness in disclosure controls and procedures related
to the calculation of earnings per share and concluded that they were ineffective at March
31, 2022, June 30, 2022, September 30, 2022 and March 31, 2023 as disclosed in your
Forms 10-Q/A or Form 10-Q.   Considering this disclosure and the absence of disclosures
about any changes in controls through March 31, 2023, please amend your Form 10-K to
disclose similar information regarding the material weakness and change your conclusions
regarding disclosure controls and procedures and internal control over financial reporting
or tell us why your conclusions of effectiveness are appropriate.

 FirstName LastNameJoel Markovits
 Comapany NameReliance Global Group, Inc.
 July 13, 2023 Page 2
 FirstName LastNameJoel Markovits
Reliance Global Group, Inc.
July 13, 2023
Page 2
Report of Independent Registered Public Accounting Firm, page F-1
2.Please amend your Form 10-K to include a signed audit report for the years ended
December 31, 2022 and December 31, 2021.  Refer to Rule 2-02(a) of Regulation S-X.
Form 10-Q for Fiscal Quarter Ended March 31, 2023
Note 1. Summary of Business and Significant Accounting Policies - Discontinued Operations,
page 12
3.Please tell us and revise future filings to describe the expected manner (e.g., sale or
abandonment) and timing of the disposal of the Medigap Healthcare Insurance Company,
LLC.  Refer to ASC 205-20-50-1.a.2.
4.Please tell us and revise future filings to disclose the major classes of assets and liabilities
presented as discontinued operations as of each period end presented and discuss any
changes in disclosed consolidated balance sheet line items from December 31, 2022 to
March 31, 2023.
5.It appears you classify Medigap customer relationship intangible assets initially
recognized as part of the January 2022 acquisition as “Other assets – discontinued
operations” at December 31, 2022 but subsequently reclassify them to Intangibles, net at
March 31, 2023.   Please explain to us all the facts and circumstances related to
classification and measurement of these customer relationship intangible assets at
December 31, 2022 and March 31, 2023.  Clearly discuss how you measured the amount
of impairment at March 31, 2023 and if true, discuss why you did not recognize
significantly more impairment related to them after the disposal of the Medigap business.
Additionally, clearly discuss any continuing involvement with the Medigap business and
customers in accordance with ASC 205-20-50-4A and 50-4B.
6.If true, please tell us and revise future filings to more clearly describe the loss from
discontinued operations as primarily relating to the impairment of the remaining goodwill
related to the Medigap acquisition.
Note 2. Goodwill and Other Intangible Assets, page 12
7.Please tell us and revise future filings to more clearly show the impact of the
reclassification and impairment of goodwill and the reclassification of intangible assets
related to the Medigap discontinued operations in the rollforward of goodwill and the
detailed disclosure of intangible assets.
Note 9. Related Party Transactions, page 19
8.We note your disclosure that you issued a $1.5 million promissory note to YES
Americana Group, LLC, a related party.  Please tell us and revise your financial
statements in future filings to separately disclose all material related party amounts on the
face your balance sheet, income statement and statement of cash flows for all periods

 FirstName LastNameJoel Markovits
 Comapany NameReliance Global Group, Inc.
 July 13, 2023 Page 3
 FirstName LastName
Joel Markovits
Reliance Global Group, Inc.
July 13, 2023
Page 3
presented. Refer to Item 4-08(k) of Regulation S-X and ASC 235-10-S99-1(k).
            You may contact John Spitz at (202) 551-3484 or Michael Volley at (202) 551-3437 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
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   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

United States securities and exchange commission logo
January 13, 2023
Joel Markovits
Chief Financial Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, New Jersey 08701
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
Response Dated November 16, 2022
File No. 001-40020
Dear Joel Markovits:
            We have reviewed your November 16, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
October 20, 2022 letter.
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.

 FirstName LastNameJoel Markovits
 Comapany NameReliance Global Group, Inc.
 January 13, 2023 Page 2
 FirstName LastNameJoel Markovits
Reliance Global Group, Inc.
January 13, 2023
Page 2

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.
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.
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.
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 in your October 7, 2022 response
letter.  Please address the following:

•Please provide us a detailed calculation of the weighted average common shares
outstanding used in the basic and diluted EPS calculation for each period disclosed in
the March 31, 2022, June 30, 2022 and September 30, 2022 Forms 10-Q.
•Please ensure the information provided clearly details the starting amount (e.g., the
15,638,236 and 13,071,072 amounts previously disclosed in response 6 in your
October 7, 2022 response letter) and reconcile these amounts to the common share
amounts disclosed in the Statements of Stockholders’ Equity roll forward on page 5
of the September 30, 2022 Form 10-Q.
•Please explain to us the basis for any material adjustment(s) to stockholders’ equity
common share amounts.
•Please explain to us how you measured the impact, if any, of the Series C and D
warrants for each calculation and tell us how your treatment is consistent with the
guidance in ASC 260-10-S99-1 or any other relevant guidance.

 FirstName LastNameJoel Markovits
 Comapany NameReliance Global Group, Inc.
 January 13, 2023 Page 3
 FirstName LastName
Joel Markovits
Reliance Global Group, Inc.
January 13, 2023
Page 3
            You may contact John Spitz at (202) 551-3484 or Michael Volley at (202) 551-3437 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
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 )

United States securities and exchange commission logo
October 20, 2022
William Lebovics
Chief Financial Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, New Jersey 08701
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
Response Dated October 7, 2022
File No. 001-40020
Dear William Lebovics:
            We have reviewed your October 7, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 15, 2022 letter.
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.
Note 13. Commitments and Contingencies, page F-29
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

 FirstName LastNameWilliam Lebovics
 Comapany NameReliance Global Group, Inc.
 October 20, 2022 Page 2
 FirstName LastName
William Lebovics
Reliance Global Group, Inc.
October 20, 2022
Page 2
31, 2022 rather than as a reduction of equity (i.e. additional paid-in capital).
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.
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.
            You may contact John Spitz at (202) 551-3484 or Michael Volley at (202) 551-3437 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

October
07, 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”), 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 September 15, 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.
    We
    note that you have accounted for your initial investment in NSURE, Inc. using the cost method. Please tell us and revise future
    filings to disclose how you measure this investment subsequent to acquisition and how you review this investment for impairment.
    Please refer to ASC 321-10-35-2 for guidance. Also, please revise future filings to disclose the information required by ASC 321-10-50-4.

    Response:
    We measure this investment subsequent to acquisition at cost less impairment since no readily determinable fair value is available
    to the Company. The investment is reviewed for impairment at each reporting period by qualitatively assessing if any indicators of
    impairment are present that show fair value of the investment is less than carrying value. The Company did not observe any price
    changes resulting from orderly transactions for identical or similar securities. Furthermore, the Company has entered into a Stock
    Purchase Agreement with NSURE where NSURE has agreed to repurchase the Company’s investment for value greater than our carrying
    value.

    ASC
    321-10-50-4 requires an entity to disclose the portion of unrealized gains and losses for the period that relates to equity securities
    still held at the reporting date. To date the Company has not recognized any unrealized gains or losses on equity securities it holds,
    including equity securities of NSURE. In future filings, the Company shall disclose any unrealized gains or losses on equity securities
    held at the reporting date or provide a statement that the Company did not recognize any unrealized gains or losses during the reporting
    period.

    2.
    We
    note disclosure that the second tranche ($3 million) and third tranche ($16 million) of investments in NSURE, Inc. have not occurred
    as of March 31, 2022. We also note Amendment No. 1 to your Securities Purchase Agreement with NSURE, Inc., included as Exhibit 10.6
    to your Form S-1, filed on February 1, 2022, includes revised investment tranche amounts and investment timelines. Please tell us
    and revise future filings to disclose the following information:

    Response:
    Please note that future filings will be revised accordingly.

    ●
     All material terms of the amended agreement including the revised contractual investment amounts and contractual funding dates,

    Response:
    On February 19, 2020, the Company entered into a securities purchase agreement with NSURE, Inc. (“NSURE”), which was
    further amended on October 8, 2020, and as amended provides that the Company may invest up to an aggregate of $5,750,000 in NSURE
    which will be funded in three tranches. In exchange, the Company will receive a total of 928,343 shares of NSURE’s Class A
    Common Stock.

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

    The
    Company did not fund tranches two and three in the required timeframes, thus, the Company relinquished its rights under the contract
    to any additional NSURE shares aside for the ones already acquired with tranche one.

    ●
    Whether the funding has occurred, and

    Response:
    Only tranche one funding occurred.

    ●
     If the funding has not occurred as of the contractually required dates, the reasons why and the consequences of not meeting the contractual
    obligations.

    Response:
    We were not contractually required to fund tranches two and three, and funding did not occur because we launched our own more cost
    efficient proprietary competing digital platform. No significant consequences resulted from non-funding other than relinquishing
    our contractual rights to tranche two and three shares.

Note
13. Commitments and Contingencies, page F-29

    3.
    Please
    tell us how you accounted for the Private Placement transaction as of December 22, 2021 and January 4, 2022. Specifically address
    the following:

    ●
    Provide
    us with the journal entries recorded on each date,

    ●
    Tell
    us the contractual obligation(s) and the related accounting guidance that supported liability classification for the warrants,

    ●
    Tell
    us how you measured the Common Shares and Preferred Shares recognized in the quarter ended March 31, 2022,

    ●
    Tell
    us what the $230,424 reduction in Additional paid-in capital, presented in your Condensed Consolidated Statements of Stockholders’
    Equity (Deficit) in your March 31, 2022 Form 10-Q, represents and the accounting guidance supporting the recognition in the quarter
    ended March 31, 2022, and

    ●
    Tell
    us how you accounted for the transaction costs of $2.1 million, as disclosed on page F-9, at December 31, 2021 and in the quarter
    ended March 31, 2022 along with the accounting guidance supporting your accounting.

    Response:
    See contemporaneously prepared memorandum discussing the accounting for the Private Placement Transaction (PIPE) attached, Exhibits
    #1 and #2.

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

Note 6. Equity, page 17

    4.
    We
    note disclosure on page 25 that as part of your remediation plan resulting from a deficiency notification received from Nasdaq,
    you entered into Exchange Agreements with holders of common stock issued resulting in the issuance of both Series C and Series D
    prepaid warrants. Please tell us how the issuance of the Series D prepaid warrants is presented in Condensed Consolidated Statements
    of Stockholders’ Equity (Deficit) on page 3. Also, please revise your future filings to disclose the significant terms of your
    Series C and Series D prepaid warrants.

    Response:
    We treated the equity classified Series D prepaid warrants as deemed dividends, analogous to SEC guidance over induced conversions
    of preferred stock. Thus, there was no impact on the condensed consolidated statements of stockholders’ equity (deficit) since
    both the debits and credits go to APIC, effectively offsetting each other to $0.

    We
    will revise future filings to disclose the significant terms of our Series C and Series D prepaid warrants.

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

    5.
    We
    note your disclosure on page 18 that the Series B convertible preferred stock is considered dilutive and included in the calculation
    of diluted EPS. Please tell us how you considered the fact that the numerator in the diluted EPS calculation was a net loss in making
    your determination that the conversion of the preferred stock was dilutive. Please also tell us the accounting guidance you considered
    in making your determination. Additionally, please tell us how you calculated the 631,276 “effect of preferred stock”
    for the six month ended June 30, 2022 diluted EPS calculation – and revise future filings to provide appropriate information
    regarding the securities included in this line item.

    Response:
    The sequencing provisions in paragraph ASC 260-10-45-18 require the most dilutive securities be considered first. Since the Series
    B convertible preferred stock is convertible into 2,219,084 shares of common stock, we considered it more dilutive than the 631,276
    shares which would be issued upon exercise of the Series B warrants. The loss in the numerator of the diluted EPS calculation is
    triggered by the warrants, thereby reflecting results of fully diluted EPS.

    As
    noted, we considered ASC 260-10-45-18 in making our determinations.

    The
    10Q presents the six-month effect of preferred stock and warrant liability as 631,276 and 2,219,084 respectively. This presentation
    is inadvertently mislabeled. Correctly labeled, the characterization would be the reverse; effect of preferred stock 2,219,084 and
    effect of warrant liability 631,276. This mislabeling did not affect the total number of dilutive shares. The three-month table on
    page 19 does indeed present the effect of preferred stock accurately as 2,219,084. Future filings will be corrected to ensure a similar
    mislabeling does not re-occur.

    Note
    the inadvertent mislabeling discussed above. Once corrected, page 25 of the 10-Q includes the appropriate information regarding the
    securities included in the 2,219,084 shares.

    6.
    Please
    provide us and revise future filings to disclose a quantified reconciliation, for each period presented, of the number of shares
    outstanding at each period end to the number of shares used in the denominator of the calculations of basic EPS. Refer to ASC 260-10-50-1
    for guidance. Also, if the Series B convertible preferred stock is included in the denominator for basic EPS, please tell us the
    accounting guidance that supports this policy.

    Response:
    See chart below. This information will be included in future filings. Please be advised that the Series B convertible preferred
    stock is not included in the denominator of basic EPS.

    Basic
    EPS reconciliation:

    Six Months Ended

    June 30, 2022

      13,071,072
    Weighted Average Common Shares Outstanding

      2,743,896
    Effect of Series C warrants

      1,222,497
    Effect of Series D warrants

      200,820
    Vested Stock Awards (Signing Bonuses)

      17,238,285
    BASIC EPS Shares (Denominator) - YTD

    Three Months Ended

    June 30, 2022

      15,638,236
    Weighted Average Common Shares Outstanding

      1,676,737
    Effect of Series C warrants

      1,222,497
    Effect of Series D warrants

      200,820
    Vested Stock Awards (Signing Bonuses)

      18,738,290
    BASIC EPS Shares (Denominator) - Quarter

*
* *

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,

    William
    Lebovics

    Chief
    Financial Officer

cc:
Leslie Marlow, Esq.

Hank Gracin, Esq.

Blank Rome LLP

Exhibit 1

RELIANCE
GLOBAL GROUP, INC.

Accounting
For Private Placement

December
31, 2021

PRIVATE
PLACEMENT

On
December 22, 2021, Reliance Global Group, Inc. (the Company) entered into a securities purchase agreement (“Purchase Agreement”)
with several institutional buyers (the “Buyers”) for the purchase and sale of (i) warrants (the “Series B Warrants”)
to purchase an aggregate of up to 9,779,952 shares of the Company’s common stock, par value $0.086 per share (the “Common
Stock”), (ii) an aggregate of 2,670,892 shares of Common Stock (the “Common Shares”), and (iii) 9,076 shares (the “Preferred
Shares”) of the Company’s newly-designated Series B convertible preferred stock, par value $0.086 per share (the “Series
B Preferred”), with a stated value of $1,000 per share, initially convertible into an aggregate of 2,219,084 shares of Common Stock
at a conversion price of $4.09 per share in a private placement (the “Private Placement”). The aggregate purchase price for
the Common Shares, the Preferred Shares and the Warrants is approximately $20,000,000.

Each
Buyer shall receive Series B Warrants that are exercisable into a number of shares of Common Stock equal to 200% of the sum of the (i)
Common Shares to be issued to such Buyer at the closing, and (ii) Conversion Shares initially issuable upon conversion of the Preferred
Shares to be issued to such Buyer at the closing, at the initial $4.09 conversion price.

The
purchase price per Common Share and accompanying Series B Warrants is $4.09. The purchase price per Preferred Share and accompanying
Series B Warrants is $1,000.

The
consummation of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions.

The
terms of the Series B Preferred to be issued in the Private Placement as set forth in the Certificate of Designation of the Series B
include: (i)The Series B Preferred will be convertible into Common Stock at the election of the holder at any time at an initial conversion
price of $4.09 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock
splits, reclassifications and the like; (ii) no dividends will be payable on the Series B Preferred, except that holders of Series B
Preferred would be entitled to receive any dividends paid on account of the Common Stock, on an as-converted basis; and the holders of
Series B Preferred have no voting rights on account of the Series B Preferred, other than with respect to certain matters affecting the
rights of the Series B Preferred.

The
terms of the Series B Warrant to be issued in the Private Placement shall be as set forth in the form of Series B Warrants include: (i)The
Series B Warrant has an exercise price of $4.09 per share, subject to customary adjustments for stock dividends, stock splits, reclassifications
and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock,
or securities convertible, exercisable or exchangeable for, Common Stock at a price below the then- applicable exercise price (subject
to certain exceptions, including a floor price of $3.84 per share of Common Stock, until the Company has received shareholder approval
for the sale of securities in the Private Placement and (ii) the Series B Warrant will be exercisable commencing on the date of issuance
and will expire five years from the date of issuance. In the event of a Change in Control the holders of the warrant may demand the Company
repurchase the warrant in an amount equal to the Black Scholes Value.

Pursuant
to the terms of the Purchase Agreement, at the closing of the Private Placement, the Company will enter into a registration rights agreement
(the “Registration Rights Agreement”) with the Buyer to register the Common Shares and the shares of Common Stock underlying
the Series B Warrants and Series B Preferred Shares.

On
January 4, 2022, the Company amended its certificate of Incorporation to add the series designation for the Company’s newly
designated Series B convertible preferred stock described above. The Private Placement closed on January 4, 2022.

RELIANCE
GLOBAL GROUP, INC.

Accounting
For Private Placement

December
31, 2021

Accounting
for the private placement.

The
Company raised capital by issuing the equity instrument described above. The Company issued several instruments in a single transaction
to meet investors’ demands. The combination of instrum

United States securities and exchange commission logo
September 15, 2022
William Lebovics
Chief Financial Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, New Jersey 08701
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. Lebovics:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
Note 4. Investment in NSURE, Inc., page F-20
1.We note that you have accounted for your initial investment in NSURE, Inc. using the
cost method. Please tell us and revise future filings to disclose how you measure this
investment subsequent to acquisition and how you review this investment for impairment.
Please refer to ASC 321-10-35-2 for guidance. Also, please revise future filings to
disclose the information required by ASC 321-10-50-4.
2.We note disclosure that the second tranche ($3 million) and third tranche ($16 million) of
investments in NSURE, Inc. have not occurred as of March 31, 2022. We also note
Amendment No. 1 to your Securities Purchase Agreement with NSURE, Inc., included as
Exhibit 10.6 to your Form S-1, filed on February 1, 2022, includes revised investment
tranche amounts and investment timelines. Please tell us and revise future filings to
disclose the following information:

 FirstName LastNameWilliam Lebovics
 Comapany NameReliance Global Group, Inc.
 September 15, 2022 Page 2
 FirstName LastNameWilliam Lebovics
Reliance Global Group, Inc.
September 15, 2022
Page 2
•All material terms of the amended agreement including the revised contractual
investment amounts and contractual funding dates,
•Whether the funding has occurred, and
•If the funding has not occurred as of the contractually required dates, the reasons why
and the consequences of not meeting the contractual obligations.
Note 13. Commitments and Contingencies, page F-29
3.Please tell us how you accounted for the Private Placement transaction as of December 22,
2021 and January 4, 2022. Specifically address the following:

•Provide us with the journal entries recorded on each date,
•Tell us the contractual obligation(s) and the related accounting guidance that
supported liability classification for the warrants,
•Tell us how you measured the Common Shares and Preferred Shares recognized in
the quarter ended March 31, 2022,
•Tell us what the $230,424 reduction in Additional paid-in capital, presented in your
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) in your March
31, 2022 Form 10-Q, represents and the accounting guidance supporting the
recognition in the quarter ended March 31, 2022, and
•Tell us how you accounted for the transaction costs of $2.1 million, as disclosed on
page F-9, at December 31, 2021 and in the quarter ended March 31, 2022 along with
the accounting guidance supporting your accounting.
Form 10-Q for Fiscal Quarter Ended June 30, 2022
Note 6. Equity, page 17
4.We note disclosure on page 25 that as part of your remediation plan resulting from a
deficiency notification received from Nasdaq, you entered into Exchange Agreements
with holders of common stock issued resulting in the issuance of both Series C and Series
D prepaid warrants.  Please tell us how the issuance of the Series D prepaid warrants is
presented in Condensed Consolidated Statements of Stockholders' Equity (Deficit) on
page 3. Also, please revise your future filings to disclose the significant terms of your
Series C and Series D prepaid warrants.
Note 7. Earnings (Loss) Per Share, page 18
5.We note your disclosure on page 18 that the Series B convertible preferred stock is
considered dilutive and included in the calculation of diluted EPS.  Please tell us how you
considered the fact that the numerator in the diluted EPS calculation was a net loss in
making your determination that the conversion of the preferred stock was dilutive.
Please also tell us the accounting guidance you considered in making your determination.
Additionally, please tell us how you calculated the 631,276 "effect of preferred stock" for
the six month ended June 30, 2022 diluted EPS calculation and revise future filings to

 FirstName LastNameWilliam Lebovics
 Comapany NameReliance Global Group, Inc.
 September 15, 2022 Page 3
 FirstName LastName
William Lebovics
Reliance Global Group, Inc.
September 15, 2022
Page 3
provide appropriate information regarding the securities included in this line item.
6.Please provide us and revise future filings to disclose a quantified reconciliation, for each
period presented, of the number of shares outstanding at each period end to the number of
shares used in the denominator of the calculations of basic EPS.  Refer to ASC 260-10-50-
1 for guidance.  Also, if the Series B convertible preferred stock is included in the
denominator for basic EPS, please tell us the accounting guidance that supports this
policy.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley,
Staff Accountant, at (202) 551-3437 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

RELIANCE
GLOBAL GROUP, INC.

300
Blvd. of the Americas, Suite 105

Lakewood,
NJ 08701

July
7, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Reliance
    Global Group, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-262445

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Reliance Global Group, Inc. (the “Registrant”) hereby
respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-262445), as amended
(the “Registration Statement”), so that it may become effective at 4:30 p.m. Eastern Time on Friday, July 8, 2022, or as
soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    RELIANCE
    GLOBAL GROUP, INC.

    /s/
    Ezra Beyman

    Ezra
    Beyman

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Reliance
Global Group, Inc.

300
Blvd. of the Americas Suite 105

Lakewood,
NJ 08701

May
25, 2022

Eric
Envall

Sandra
Hunter Berkheimer

United
States Securities and Exchange Commission

Washington,
DC 20549

  Re:
  Reliance
  Global Group, Inc.

  Amendment No. 1 to Registration

  Statement on Form S-1
  Filed May 3, 2022

  File
  No. 333-262445

Gentlepersons:

We
are responding to your letter to Reliance Global Group, Inc. (the “Company”) dated May 9, 2022 (the “Letter”).
We have included your comments (in bold) for ease of reference with our responses below each comment.

After
reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional
comments.

Amendment
No. 1 to Form S-1 filed May 3, 2022

General

1. We
                                            note your response to comment 1; however given the nature of the offering and size of the
                                            transaction relative to the number of outstanding shares held by non-affiliates as disclosed
                                            in the prospectus, we are unable to agree that this is a resale transaction. Please name
                                            the investors as underwriters and disclose the price at which the shares of common stock
                                            will be sold. Alternatively, please provide us with an analysis of your basis for determining
                                            that it is appropriate to characterize the transaction as a secondary offering under Securities
                                            Act Rule 415(a)(1)(i).

The
Company contends that the private placement transaction in question here is a secondary offering and not a primary offering under
Securities Act Rule 415(a)(1). Rule 415(a)(1) states: “a) Securities may be registered for an offering to be made on a continuous
or delayed basis in the future, Provided, That:

(1)
The registration statement pertains only to:

(i)
Securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary
of the registrant or a person of which the registrant is a subsidiary….”

The
offering is not the type of transaction about which the staff has historically raised concerns under Rule 415, and a careful consideration
of all of the factors articulated in Question 612.09 (the “Interpretation”) of the staff’s Compliance & Disclosure
Interpretations (the “CDIs”) for Securities Act Rules clearly supports a conclusion that the offering does not amount to
a distribution by the selling stockholders on behalf of the Company.

We
understand that several years ago the staff became concerned about the public resale of securities purchased in so-called “toxic”
PIPE transactions. The staff believed that public investors often did not have an appropriate understanding as to the nature of the investment
being made or the negative impact that such transactions could have on the market prices of the securities involved. In many of these
“toxic” transactions, an issuer would commit to issuing convertible securities with a conversion price that floated with
the market price of the underlying common stock. When the deals were announced, the stock prices typically fell, resulting in the issuance
of significant blocks of stock - in many cases, well in excess of 100% of the shares previously outstanding. In these toxic situations,
existing investors or investors who purchased shares of common stock after the announcement of the transaction frequently faced unrelenting
downward pressure on the value of their investments. In too many of these cases, the shares held by non-participants in these transactions
were ultimately rendered worthless.

To
combat the effects of these toxic transactions, we understand that the Office of the Chief Counsel and the senior staff members of the
SEC’s Division of Corporation Finance began to look at ways to discourage toxic transactions and to limit the impact of these transactions.
One way to do so was to limit the ability of the investors in those transactions to have their securities registered.

We
understand that to monitor these types of transactions, the staff implemented a process by which it compared the number of securities
that an issuer sought to register with the number of securities of that class that were outstanding and held by non-affiliates as disclosed
in the issuer’s Annual Report on Form 10-K. As we understand it, the staff was instructed to look more closely at any situation
in which an offering involved more than approximately one-third of the issuer’s public float. If an issuer sought to register more
than one-third of its public float, then the staff was instructed to examine the transaction to see if it implicated staff concerns that
a secondary offering might be a “disguised” primary offering for purposes of Rule 415. According to the Office of the Chief
Counsel, however, this test was intended as a mere screening process and was not intended to substitute for a complete analysis of the
factors cited in the Interpretation.

It
has been reported that the staff has recognized that the application of this float screening test led to the unintended consequence of
limiting the securities that could be registered on behalf of selling stockholders in transactions that did not implicate the staff’s
concerns with respect to “toxic” PIPE transactions. As a result, we understand that the staff’s focus shifted in late
2006 to “Extreme Convertible” transactions to avoid disrupting legitimate PIPE transactions. (See Speech by John W. White,
Director, Division of Corporation Finance, February 23, 2007; Keller, Stanley and Hicks, William, “Unblocking Clogged PIPEs:
SEC Focuses on Availability of Rule 415,” Insights, May 2007.)

As
discussed below, the transaction (the “Financing”) pursuant to which institutional investors (the “Investors”)
acquired the securities for which the Company seeks registration was a valid private placement made in reliance on Section 4(a)(2) of
the Securities Act and Regulation D promulgated thereunder. The securities are shares of common stock and warrants to purchase common
stock, with only preferred stock, which converts on a fixed price, merely acting as a way for the Investors to not exceed the affiliate
blocker provisions. the Company entered into a binding Purchase Agreement for the sale of the securities to the Investors at a fixed
purchase price 40 days prior to the date the Registration Statement was filed. Each of the Investors unconditionally paid the aggregate
purchase price, in full, to the Company for its securities 29 days prior to the date the Registration Statement was filed. Thus, the
Investors were at market risk from the moment the Purchase Agreement was executed and continue to be at market risk today. The only price
adjustments are if the Company enters into a transaction at a lower price than the $4.09 price in the financing, which is not a market
risk adjustment.

In
short, the Financing does not possess any of the toxic post-closing re-pricing features that have historically given rise to the staff’s
concerns under Rule 415. Furthermore, we believe that a careful consideration of all of the factors enumerated in the Interpretation
amply supports the conclusion that the Financing is a valid secondary offering and not an offering “by or on behalf of the registrant.”

As
stated in CDI 214.01, the analysis here is a factual one, and the following factors should be taken into account:

    ●
    Length
    of time that the selling shareholders have held the shares. In this case, the transaction closed in early January 2022, so the shares
    have been held approximately five months. The Staff should note that by the time the comments are cleared, it will likely be over
    five months and closer to six. Presumably, the longer shares are held, the less likely it is that the selling shareholders are acting
    as a mere conduit for the issuer. Here, the Investors have now held its shares of Common Stock for more than 5 months as of the date
    of this letter. The length of time during which the Investors have held the shares prior to an effective Registration Statement demonstrates
    that the investors are not underwriters who purchased the shares with an intent to distribute them. Additionally, although the investors
    have bargained for registration rights as part of the private placement pursuant to which the shares in question were issued, registration
    rights, in and of themselves, do not evidence an intent on the part of the Investors to sell shares.

    ●
    Circumstances
    surrounding receipt of shares. The shares in this transaction are issued in conjunction with a financing that is subject to shareholder
    approval, for which an Information Statement on Schedule 14C was filed (both Preliminary and Definitive), and which became automatically
    effective on or about May 18, 2022 (20th calendar day after mailing), so that shareholders have fully approved this secondary
    offering. Note that a good portion of the shares approved are issued as Preferred Stock to address ownership not to exceed 4.99%
    or 9.99%, for each investor, respectively.

Furthermore,
Furthermore, there is no evidence that a distribution would occur if the Registration Statement is declared effective. We note that under
Rule 100(b) of Regulation M, a “distribution” is defined to require special selling efforts: “an offering of securities,
whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude
of the offering and the presence of special selling efforts and selling methods.” (emphasis added). Accordingly, the mere
size of a potential offering does not make a proposed sale a “distribution” under Regulation M. Special selling efforts and
selling methods must be employed before an offering can constitute a distribution. Here there is no evidence that any special selling
efforts or selling methods have or would take place if all of the shares covered by the Registration Statement were registered. Nor is
there any evidence that any of the selling stockholders have conducted any road shows or taken any other actions to condition or “prime”
the market for their shares.

Lastly,
The issuance of the shares to the investors was a bona fide private offering pursuant to an exemption from registration under Section
4(a)(2) of the Securities Act. Each Investor also made extensive representations regarding its intent, including representations that
it did not intend to effect a distribution of the securities.

    ●
    Relationship
    to the issuer. Neither investor has a relationship with the Company other than being an investor in the Company.

    ●
    Amount
    of shares. The Company concedes the amount of shares is large, but in recent years, the Commission has permitted offerings to go
    forward with similarly large secondary offerings on a percentage basis. The regulatory trend over the past decade has mainly sought
    to protect abuses from extremely toxic transactions, such as those from toxic convertible debt transactions, while the transaction
    in question is a common stock and warrant deal (with preferred stock to deal with blocker considerations, and temporary prepaid warrants
    until May 18, 2022 when shareholder approval is obtained and the prepaid warrants convert back into shares of common stock), and
    thus not the focus of the traditional toxic debt PIPE concerns, which came about in the early 2000s (see Speech by John W.
    White, Director, Division of Corporation Finance, February 23, 2007; Keller, Stanley and Hicks, William, “Unblocking Clogged
    PIPEs: SEC Focuses on Availability of Rule 415,” Insights, May 2007.).

    ●
    Whether
    selling shareholders are in the business of underwriting securities. To the Company’s knowledge, neither investor is in the
    underwriting business.

    ●
    Whether
    under all circumstances it appears that the seller is acting as a conduit for the issuer. Under all circumstances, the investors
    are not acting as a conduit for the Company. The shares were issued with resale registration rights subject to blocker provisions
    and subject to a shareholder approval requirement. Given the length of time here and the other impediments, it is clear that the
    investors are not a conduit for the issuer to issue shares. Any proceeds from sales under the Registration Statement will flow to
    the investors and not the Company. In these circumstances we believe that the offering the Company seeks to register is a valid secondary
    offering and may proceed consistent with Rule 415.

It
is important to note that in the RELI transaction, there are no convertible securities with a floating price. This was a common stock
and warrant transaction with warrants at a fixed exercise price (with preferred stock, as noted above, used to protect blocker requirements).
Furthermore, when the closing of the PIPE was announced via a Current Report on Form 8-K, the per share price for the Company’s
common stock was $6.75 and closed at $6.10 the subsequent day, and then it did not close again below $6.75 until the end of January 2022
(with the more recent price decreases in line with the negative market trends encountered by the market in general). To date, not a single
share from the PIPE has been sold, and the Company received shareholder approval for the transaction which was effective on May 18, 2022.

Shares
Eligible for Future Sale, page 44

2.
You disclose on the cover page that your selling shareholders are offering up to 24,449,880 shares of your common stock. In addition,
you disclose here that, “Based on the number of shares of common stock outstanding as of January 10, upon the completion of this
offering we will have 16,086,085 shares of common stock outstanding, assuming (1) no exercise of the underwriter’s option to purchase
additional shares of common stock and (2) no exercise of outstanding options or warrants.” Please revise this section as appropriate
to indicate the current number of shares outstanding as well as the number of shares that may be outstanding following this offering.
In addition, please revise if necessary your Security Ownership table on page 43 as of the most practicable date.

Please
note that the registration rights agreement entered into with respect to the Financing requires registering shares of common stock issuable
in the Financing. The share breakdown is as follows: (i) 2,670,892 shares of our common stock,
(ii) 2,219,084 shares of our common stock issuable to the selling stockholders upon conversion of 9,076 shares of our Series B Preferred
Stock, and (iii) 19,559,904 shares of our common stock consisting of 200% of the shares of our common stock issuable upon full exercise
of our Series B Warrants issued to the selling stockholders. So, only 4,889,976 shares are being registered for already issued common
stock, and the balance of 19,559,904 shares is attributable to 200% of the shares issuable upon exercise of warrants issued in the Financing.
So, giving effect to the 4,889,976 shares issued in the Financing (and with the prepaid warrants which were temporarily in place until
the shareholder approval was effective), there are 16,227,098 shares of Common Stock issued and outstanding.

We
thank you in advance for your kind attention to our responses. In connection with responding to
the Staff’s comments the Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its
filing; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filing; and (iii) it may not

United States securities and exchange commission logo
May 9, 2022
Ezra Beyman
Chief Executive Officer
Reliance Global Group, Inc.
Chief Executive Officer 300 Blvd. of the Americas
Suite 105
Lakewood, NJ 08701
Re:Reliance Global Group, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 3, 2022
File No. 333-262445
Dear Mr. Beyman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 17, 2022 letter.
Amendment No. 1 to Form S-1 filed May 3, 2022
General
1.We note your response to comment 1; however given the nature of the offering and size of
the transaction relative to the number of outstanding shares held by non-affiliates as
disclosed in the prospectus, we are unable to agree that this is a resale transaction.  Please
name the investors as underwriters and disclose the price at which the shares of common
stock will be sold.  Alternatively, please provide us with an analysis of your basis for
determining that it is appropriate to characterize the transaction as a secondary offering
under Securities Act Rule 415(a)(1)(i).

 FirstName LastNameEzra Beyman
 Comapany NameReliance Global Group, Inc.
 May 9, 2022 Page 2
 FirstName LastName
Ezra Beyman
Reliance Global Group, Inc.
May 9, 2022
Page 2
Shares Eligible for Future Sale, page 44
2.You disclose on the cover page that your selling shareholders are offering up to
24,449,880 shares of your common stock.  In addition, you disclose here that, "Based on
the number of shares of common stock outstanding as of January 10, upon the completion
of this offering we will have 16,086,085 shares of common stock outstanding, assuming
(1) no exercise of the underwriter’s option to purchase additional shares of common stock
and (2) no exercise of outstanding options or warrants."  Please revise this section as
appropriate to indicate the current number of shares outstanding as well as the number of
shares that may be outstanding following this offering.  In addition, please revise if
necessary your Security Ownership table on page 43 as of the most practicable date.
            Please contact Eric Envall at (202) 551-3234 or Sandra Hunter Berkheimer at (202) 551-
3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Reliance
Global Group, Inc.

300
Blvd. of the Americas Suite 105

Lakewood,
NJ 08701

May
2, 2022

Eric
Envall

Sandra
Hunter Berkheimer

United
States Securities and Exchange Commission

Washington,
DC 20549

  Re:
  Reliance
  Global Group, Inc.

  Registration
  Statement on Form S-1

  Filed
  February 1, 2022

  File
  No. 333-262445

Gentlepersons:

We
are responding to your letter to Reliance Global Group, Inc. (the “Company”) dated February 17, 2022 (the “Letter”).
We have included your comments (in bold) for ease of reference with our responses below each comment.

After
reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional
comments.

Registration
Statement on Form S-1 filed February 1, 2022

General

1. We
                                            note your disclosure that the completion of this offering will increase the number of registered
                                            and outstanding shares by 200% and that there appear to be only two selling stockholders
                                            that received their shares in a private placement on December 22, 2021. This indicates that
                                            this offering may be a primary offering rather then a secondary offering which would require
                                            more specific disclosures related to the status of the selling shareholders as underwriters
                                            and their corresponding obligations.

Please
revise your registration statement to indicate that your selling shareholders are acting as underwriters and include the required disclosure,
or provide us with your legal analysis as to why this is not a primary offering. Refer to Compliance and Disclosure Interpretation 214.02
for additional guidance.

The
Company contends that the private placement transaction in question here is a secondary offering and not a primary offering. As
stated in CDI 214.01, the analysis here is a factual one, and the following factors should be taken into account:

 ● Length
                                            of time that the selling shareholders have held the shares. In this case, the transaction
                                            closed in early January 2022, so the shares have been held approximately four months. The
                                            Staff should note that by the time the comments are cleared, it will likely be in the five
                                            month range, and in six months, shares would begin to be eligible for resale under
                                            Rule 144. Presumably, the longer shares are held, the less likely it is that the selling
                                            shareholders are acting as a mere conduit for the issuer. Here, the Investors have now held
                                            its shares of Common Stock for more than 4 months as of the date of this letter. The length
                                            of time during which the Investors have held the shares prior to an effective Registration
                                            Statement demonstrates that the investors are not underwriters who purchased the shares with
                                            an intent to distribute them. Additionally, although the investors have bargained for registration
                                            rights as part of the private placement pursuant to which the shares in question were issued,
                                            registration rights, in and of themselves, do not evidence an intent on the part of the Investors
                                            to sell shares.

 ● Circumstances
                                            surrounding receipt of shares. The shares in this transaction are issued in conjunction with
                                            a financing that is subject to shareholder approval, for which an Information Statement on
                                            Schedule 14C was filed (both Preliminary and Definitive), and which becomes automatically
                                            effective on or about May 18, 2022 (20th calendar day after mailing), so that
                                            shareholders have fully approved this secondary offering. Note that a good portion of the
                                            shares approved are issued as Preferred Stock to address ownership not to exceed 4.99% or
                                            9.99%, for each investor, respectively.

Furthermore,
there is no evidence that a distribution would occur if the Registration Statement is declared effective. We note that under Rule 100(b)
of Regulation M, a “distribution” is defined to require special selling efforts: “an offering of securities, whether
or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of
the offering and the presence of special selling efforts and selling methods.” (emphasis added). Accordingly, the mere size
of a potential offering does not make a proposed sale a “distribution” under Regulation M. Special selling efforts and selling
methods must be employed before an offering can constitute a distribution. Here there is no evidence that any special selling efforts
or selling methods have or would take place if all of the shares covered by the Registration Statement were registered. Nor is there
any evidence that any of the selling stockholders have conducted any road shows or taken any other actions to condition or “prime”
the market for their shares.

Lastly,
The issuance of the shares to the investors was a bona fide private offering pursuant to an exemption from registration under Section
4(a)(2) of the Securities Act. Each Investor also made extensive representations regarding its intent, including representations that
it did not intend to effect a distribution of the securities.

 ● Relationship
                                            to the issuer. Neither investor has a relationship with the Company other than being an investor
                                            in the Company.

 ● Amount
                                            of shares. The Company concedes the amount of shares is large, but in recent years, the Commission
                                            has permitted offerings to go forward with similarly large secondary offerings on a percentage
                                            basis. The regulatory trend over the past decade has mainly sought to protect abuses from
                                            extremely toxic transactions, such as those from toxic convertible debt transactions, while
                                            the transaction in question is a common stock and warrant deal (with preferred stock to deal
                                            with blocker considerations, and temporary prepaid warrants until May 18, 2022 when shareholder
                                            approval is obtained and the prepaid warrants convert back into shares of common stock),
                                            and thus not the focus of the traditional toxic debt PIPE concerns, which came about in the
                                            early 2000s (See Speech by John W. White, Director, Division of Corporation Finance, February
                                            23, 2007; Keller, Stanley and Hicks, William, “Unblocking Clogged PIPEs: SEC Focuses
                                            on Availability of Rule 415,” Insights, May 2007.).

 ● Whether
                                            selling shareholders are in the business of underwriting securities. To the Company’s
                                            knowledge, neither investor is in the underwriting business.

 ● Whether
                                            under all circumstances it appears that the seller is acting as a conduit for the issuer.
                                            Under all circumstances, the investors are not acting as a conduit for the Company. The shares
                                            were issued with resale registration rights subject to blocker provisions and subject to
                                            a shareholder approval requirement. Given the length of time here and the other impediments,
                                            it is clear that the investors are not a conduit for the issuer to issue shares. Any proceeds
                                            from sales under the Registration Statement will flow to the investors and not the Company.
                                            In these circumstances we believe that the offering the Company seeks to register is a valid
                                            secondary offering and may proceed consistent with Rule 415.

Plan
of Distribution, page 60

2. We
                                            note that you do not disclose the use of any specific underwriter in this section. We also
                                            note that you identify EF Hutton on the back cover of your registration statement as having
                                            a dealer prospectus delivery obligation. In addition, on page 62 you disclose that the underwriters
                                            are being represented by Kelley Drye & Warren LLP. Please revise your registration statement
                                            to clarify whether underwriters have been engaged.

We
confirm that there is no underwriter or counsel representing the underwriter and have accordingly removed this disclosure in the S-1/A.

Index
to Financial Statements, page F-1

3. Please
                                            note that prior to effectiveness you will be required to provide audited financial statements
                                            for the fiscal year ended December 31, 2021. Refer to Item 210.3-12(b) of Regulation S-X.

We
have updated our S-1/A to include the above referenced financial statements and accordingly updated our registration statement as otherwise
appropriate to include these new numbers.

Exhibits

4. We
                                            note that your legal opinion in Exhibit 5.1 provides an opinion related to common stock,
                                            preferred stock, and warrants. The registration statement only appears to be registering
                                            common stock. Please revise your legal opinion to only opine as to the “securities
                                            being registered” as described in Item 601(b)(5) of Regulation S-K.

The
legal opinion included as Exhibit 5.1 has been updated in this S-1/A.

We
thank you in advance for your kind attention to our responses. In connection with responding to
the Staff’s comment,s the Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its
filing; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filing; and (iii) it may not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

We
hope you find that this response answers the staff’s questions, but please contact our counsel, Jolie Kahn, at joliekahnlaw@sbcglobal.net
or (516) 217-6379 if you have any further questions or would like to discuss our responses.

    Sincerely,

    /s/
    Ezra Beyman

    Ezra
    Beyman

    Chief
    Executive Officer

United States securities and exchange commission logo
February 17, 2022
Ezra Beyman
Chief Executive Officer
Reliance Global Group, Inc.
Chief Executive Officer 300 Blvd. of the Americas
Suite 105
Lakewood, NJ 08701
Re:Reliance Global Group, Inc.
Registration Statement on Form S-1
Filed February 1, 2022
File No. 333-262445
Dear Mr. Beyman:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 1, 2022
General
1.We note your disclosure that the completion of this offering will increase the number of
registered and outstanding shares by 200% and that there appear to be only two selling
stockholders that received their shares in a private placement on December 22, 2021.  This
indicates that this offering may be a primary offering rather then a secondary offering
which would require more specific disclosures related to the status of the selling
shareholders as underwriters and their corresponding obligations.

Please revise your registration statement to indicate that your selling shareholders are
acting as underwriters and include the required disclosure, or provide us with your legal

 FirstName LastNameEzra Beyman
 Comapany NameReliance Global Group, Inc.
 February 17, 2022 Page 2
 FirstName LastName
Ezra Beyman
Reliance Global Group, Inc.
February 17, 2022
Page 2
analysis as to why this is not a primary offering.  Refer to Compliance and Disclosure
Interpretation 214.02 for additional guidance.
Plan of Distribution, page 60
2.We note that you do not disclose the use of any specific underwriter in this section.  We
also note that you identify EF Hutton on the back cover of your registration statement as
having a dealer prospectus delivery obligation.  In addition, on page 62 you disclose that
the underwriters are being represented by Kelley Drye & Warren LLP.  Please revise your
registration statement to clarify whether underwriters have been engaged.
Index to Financial Statements, page F-1
3.Please note that prior to effectiveness you will be required to provide audited financial
statements for the fiscal year ended December 31, 2021.  Refer to Item 210.3-12(b) of
Regulation S-X.
Exhibits
4.We note that your legal opinion in Exhibit 5.1 provides an opinion related to common
stock, preferred stock, and warrants.  The registration statement only appears to be
registering common stock.  Please revise your legal opinion to only opine as to the
"securities being registered" as described in Item 601(b)(5) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eric Envall at (202) 551-3234 or Sandra Hunter Berkheimer at (202) 551-
3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

RELIANCE
GLOBAL GROUP, INC.

300
Blvd. of the Americas, Suite 105

Lakewood,
NJ 08701

February
5, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Reliance
    Global Group, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-249381

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Gentlepersons:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Reliance Global Group, Inc. (the “Registrant”)
hereby respectfully requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-249381),
as amended (the “Registration Statement”), so that it may become effective at 4:00 p.m. Eastern Time on Monday,
February 8, 2021, or as soon as practicable thereafter.

The
Registrant hereby authorizes Jolie Kahn, Esq., to orally modify or withdraw this request for acceleration.

We
respectfully request that we be notified of such effectiveness by a telephone call to Ms. Kahn at (516) 217-6379.

    Very
    truly yours,

    RELIANCE
    GLOBAL GROUP, INC.

    /s/
    Ezra Beyman

    Ezra
    Beyman

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Kingswood
Capital Markets

17
Battery Place, Suite 625

New
York, New York 10004

February
5, 2021

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Reliance
    Global Group, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-249381

Dear
Sir or Madam:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Kingswood Capital Markets, division of Benchmark Investments, Inc.,
in its capacity as representative of the underwriters, pursuant to that certain registration statement on Form S-1, File No. 333-249381
(the “Registration Statement”) of Reliance Global Group, Inc. (the “Company”), we wish to
advise you that we hereby join with the Company’s request that the effective date of the Registration Statement be accelerated
so that the same will become effective at 4:00 P.M., Eastern Time, on February 8, 2021, or as soon as practicable thereafter.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

    Respectfully,

    KINGSWOOD
    CAPITAL MARKETS,

    division
    of Benchmark Investments, Inc.

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

Ezra
Beyman

Reliance
Global Group, Inc.

December
18, 2020

Page
1

    December
    18, 2020

Ezra
Beyman

Chief
Executive Officer

Reliance
Global Group, Inc.

300
Blvd. of the Americas, Suite 105

Lakewood,
NJ 08701

    Re:
    Reliance
    Global Group, Inc.

    Amendment
    No. 1 to

    Registration
    Statement on Form S-1 Filed December 4, 2020

    File
    No. 333-249381

Dear
Mr. Beyman:

We
have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please
respond to this letter by amending your registration statement and providing the requested information. If you do not believe
our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After
reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have
additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 4, 2020 letter.

Amendment
No. 1 to Form S-1, filed December 4, 2020

Prospectus
Summary

Our
Business, page 1

    1.
    We
    note your response to our prior comment 1 and reissue in part. We note the disclosure that Reliance Holdings might facilitate
    an acquisition by acquiring the asset, acting as a placeholder and ultimately transferring it to you. Please clarify that
    your company will ultimately pay the consideration for the asset, if true, or advise.

Ezra
Beyman

Reliance
Global Group, Inc.

December
18, 2020

Page
2

We
have revised page 1 to state the following:

Long
term, we seek to conduct all transactions and acquisitions through the direct operations of the Company. However, in some instances,
Reliance Holdings could act as a placeholder to facilitate the acquisition process, whereby Reliance Holdings will acquire the
prospective asset and ultimately transfer it to the Company at a later date. This would be necessary for example in the case of
a material acquisition that would require an audit. Reliance Holdings would acquire the asset and hold it as the audit is in process
and transfer it to the Company upon successful completion of the audit. However, the Reliance Holdings will ultimately, upon successful
completion of the audit, transfer the asset to the Company and the Company will pay for the consideration of the asset.

Risk
Factors

Risks
Related to Our Business

If
we fail to comply with the covenants contained in certain of our agreements, our liquidity, results of operations and financial
condition, page 11

    2.
    We
    note your response to comment 13. Please expand your disclosure to discuss the event(s) that gave rise to the covenant
    waiver on June 30, 2020 and identify the covenant that was waived.

The
Company revised page 11 to state the following:

The
Senior Funded Debt to EBIDTA ratio stated in the covenant “shall be no greater than 4.0 to 1.0”. As of June 30, 2020,
the ratio was 4.97 with the Company thereby, defaulting on the covenant. As of June 30, 2020, the Company obtained a covenant
waiver in order to continue to be in compliance with the financial covenants and other limitations contained in each of these
agreements. However, failure to comply with material provisions of our covenants in these agreements or other credit or similar
agreements to which we may become a party could result in a default, rendering them unavailable to us and causing a material adverse
effect on our liquidity, results of operations and financial condition. In the event of certain defaults, the lenders thereunder
would not be required to lend any additional amounts to us and could elect to declare all borrowings outstanding, together with
accrued and unpaid interest and fees, to be due and payable. If the indebtedness under these agreements or our other indebtedness,
were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full.

Use
of Proceeds, page 23

    3.
    We
    note your response to comment 15 that the acquisition that was referenced in your Summary section is not reasonably likely
    to close; however, you have not revised disclosure at page 27 stating that you plan to use some of the proceeds for acquisitions,
    in addition to other funds. Please revise to identify this anticipated use of proceeds here, if applicable, or revise the
    two sections for consistency. Refer to Item 504 of Regulation S- K.

The
Company revised page 23 to remove references of using the proceeds for acquisitions as follows:

The
Company intends to raise approximately $10,000,000 over the course of an initial and follow up raise which will not only enable
it to meet Nasdaq shareholder equity requirements but will provide working capital for at least six (6) months thereafter.

Dilution,
page 25

    4.
    We
    note the changes made in response to comment 16. Please revise to add a column reflecting the total consideration paid
    for each issuance.

The
Company revised page 25 to include the following

    Date
    Number
    of Shares
    Price
    Per Share
    Total
    Consideration Paid

    9/17/2019
    3,400,238
    $ 0.17
    $ 578,040

    9/17/2019
    8,500,594
    $ 0.17
    $ 1,445,101

    2/10/2020
    4,000,000
    $ 0.25
    $ 1,000,000

    9/11/2020
    1,333,334
    $ 0.075
    $ 100,000

    9/2/2020
    1,333,334
    $ 0.075
    $ 100,000

    8/18/2020
    1,538,000
    $ 0.13
    $ 200,000

    9/3/2020
    1,875,000
    $ 0.16
    $ 300,000

Ezra
Beyman

Reliance
Global Group, Inc. December 18, 2020

Page
3

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Business

Insurance
Operations, page 27

    5.
    We
    note the revisions you made at the bottom of page 27 in response to comment 18 reflecting the geographic scope of your
    operations and the products you offer. However, please further revise to explain your principal products and services, the
    markets you serve within the insurance sector, and your distribution methods are. Please also revise to provide additional
    detail. Refer to Item 101(h)(b) of Regulation S-K.

We
have added the following to page 27:

Within
our agencies located in Michigan we currently write insurance products for under 65 individual health, over 65 Medicare products,
group health insurance and other ancillary products. These products are primarily offered to Michigan residents.

In
New Jersey and New York, we offer property and casualty insurance specializing in commercial transportation and trucking insurance.
The population services with these products are primarily located in NY and NJ.

In
Montana our agency offers individual health for under 65 population, over 65 Medicare products, group health insurance and other
ancillary products. The primary focus of SWMIC is in the group health sector. These products are primarily offered to residents
of Montana.

FIS
offers insurance products to residents of Michigan, Ohio and Indiana. On the P&C side they offer a variety of personal and
commercial products such as home and auto insurance. On the health side they primarily focus on group health as well as Medicare
products in addition to under 65 individual health and over 65 Medicare products.

Reliance
Global Group, Inc.

Notes
to condensed financial information (Unaudited) Note 4. Investment in NSURE, Inc., page F-56

    6.
    We
    note disclosure that on September 21, 2020 you purchased the domain 5minuteinsure.com, which utilizes artificial intelligence
    and data mining to provide competitive insurance quotes within five minutes, with minimal data input. Please revise your filing
    to clearly disclose whether you purchased only the domain name or a pre- existing, fully operating website, a business, etc.
    Please revise MD&A to provide additional material details regarding this transaction including the purchase price, how
    this acquisition is expected to impact current and future financial results, how this acquisition impacts your strategy related
    to your investment in Nsure, and any other relevant information.

We
have modified page F-56 to state the following:

On
September 21, 2020, the Company purchased the domain 5minuteinsure.com. The domain was not in existence prior to the Company’s
purchase. The Company is in the process of building out the website 5minuteinsure.com which it intends for it to ultimately utilize
artificial intelligence and data mining, to provide competitive insurance quotes within 5 minutes, with minimal data input. This
project is still at the initiation phase. In conjunction with this initiative, on October 8, 2020, the Company modified its agreement
with NSURE, which also utilizes artificial intelligence and data mining to provide competitive insurance quotes, by replacing
its original agreement whereas the Company can invest, with the use of proceeds from an offering, an additional $1,350,000 by
December 20, 2020 at $6.457 per share for an additional 209,075 shares of Class A common stock as well as an additional $3,000,000
investment no later than March 31, 2021 at $9.224 per share for an additional 325,239 shares of Class A common stock.

Ezra
Beyman Reliance

Global
Group, Inc.

December
18, 2020

Page
4

Note
6. Goodwill and Other Intangible Assets, page F-57

    7.
    Please
    refer to comment 28. We note your response and revised disclosures that beginning in January 2020 you began to consolidate
    your insurance operations to streamline management of operations and achieve operational efficiencies, which has resulted
    in closing certain offices and transferring several policy holders to other entities. As a result, you assert that you have
    lost the ability to discretely report meaningful results for your legal entities and therefore aggregate your insurance agencies
    as they are all economically similar and can be expected to have essentially the same prospects. We also note your disclosure
    on page F-57 that beginning with the October 1, 2020 impairment test, you will test for impairment at the insurance agency
    level. Additionally, we note that you have goodwill totaling $9.3 million as of September 30, 2020, representing 51% of total
    assets and have realized losses since the recapitalization and common control transactions in 2018.

    ●
    Please
    revise to clarify what “at the insurance agency level” means in your goodwill impairment disclosure. For example,
    disclose whether you test for impairment at each individual insurance agency or only at the consolidated level. We will revise
    the last sentence of the first paragraph to read as follows; “Accordingly, beginning with the October 1,2020 impairment
    test, the Company’s only reporting unit will be at the combined insurance agency business level. As such, we will test
    for impairment only at the combined insurance agency business level.

    ●
    Please
    provide us with a summary of your goodwill impairment analysis as of October 1, 2020 in accordance with ASC 350-20-35.

Our
quantitative Impairment analysis is in process. In the meantime, we have completed a qualitative analysis which we have attached
to this response.

    ●
    For
    each reporting unit that is at risk of failing step one of the impairment test please revise MD&A to disclose the following
    information:

We
believe, as evidenced by our qualitative analysis, we are not at risk of failing step one of the impairment test. Additionally,
our impairment test in 2019 did not include the 2019 acquisitions as we had not held them for a least one year. Therefore, we
have not updated the Company’s MD&A with the below requested information. The below responses have been taken from our
2019 Goodwill Impairment test. However, our 2020 quantitative analysis will include similar information to address the below items.

    ○
    The
    percentage by which fair value exceeded carrying value as of the date of the most recent test;

The
fair value of the insurance agency business exceeds the carrying value of the reporting unit by 29%

    ○
    The
    amount of goodwill allocated to the reporting unit; The goodwill reported by the Insurance Agency reporting unit was $1,111,758
    as of December 31, 2019.

    ○
    A
    description of the methods and key assumptions used and how the key assumptions were determined;

Ezra
Beyman Reliance

Global
Group, Inc.

December
18, 2020

Page
5

The
Fair Value of the Reporting unit was estimated by using a market approach (multiples of sales and EBITDA) and an income approach
(Discounted cash flows). The three calculations were weighted evenly and average to estimate the fair value of the reporting unit.
The multiples used were based median Peer comparison analysis
for Insurance (Genera) The multiple of sales used was .91 and the multiple of EBITDA was 14.41 Cash flows were estimated by the
company. A discount rate of 23.13% was applied to the debt free cash flow. The discount rate was calculated using the Capital
Asset Pricing Model. The Terminal value was calculated using a 5.1% growth rate which was derived from industry medians. The only
uncertainty is the inherent uncertainty in forecasting future cash flows. This uncertainty is mitigated by the maturity of the
industry, the relatively small size of the Company. All of the assumptions used to estimate the fair value were based on historical
facts or observable market multiples.

    ○
    A
    discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide
    specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period
    of time); and

The
only uncertainty is the inherent uncertainty in forecasting future cash flows. This uncertainty is mitigated by the maturity of
the industry, the relatively small size of the Company. All of the assumptions used to estimate the fair value were based on historical
facts or observable market multiples.

    ○
    A
    description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the
    key assumptions.

A
significant downturn in the insurance business would negatively impact the key assumptions as it would reduce interest in acquirers
buying smaller agencies to grow their businesses which may have negative impact on multiples.

Ezra
Beyman Reliance

Global
Group, Inc.

December
18, 2020

Page
6

You
may contact John Spitz at 202-551-3484 or Michael Volley at 202-551-3437 if you have questions regarding comments on the financial
statements and related matters. Please contact David Gessert at 202-551-2326 or Susan Block at 202-551-3210 with any other questions.

    Sincerely,

    Division
    of Corporation Finance Office of Finance

    cc:
    Jolie
    Kahn, Esq.

Reliance
Global Group

Goodwill
Impairment Qualitative Analysis

October
1, 2020

Background

Reliance
Global Group, Inc (“Reliance or the “Company”) operates various insurance agencies in states across the US.
Our focus is to grow the Company by organic growth, and, where and when opportunities which are economically feasible are presented,
pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies. The
Company’s products offered span across a variety of states. We offer many products in the health industry including but
not limited to Medicaid, Medicare, Medigap, and dental at both the individual and where available at the group level. Additionally,
we have standard Personal and Commercial lines as well as a niche option for the commercial transportation industry. Our agencies
are currently located in New

United States securities and exchange commission logo
December 18, 2020
Ezra Beyman
Chief Executive Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, NJ 08701
Re:Reliance Global Group, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed December 4, 2020
File No. 333-249381
Dear Mr. Beyman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 4, 2020 letter.
Amendment No. 1 to Form S-1, filed December 4, 2020
Prospectus Summary
Our Business, page 1
1.We note your response to our prior comment 1 and reissue in part.  We note the disclosure
that Reliance Holdings might facilitate an acquisition by acquiring the asset, acting as a
placeholder and ultimately transferring it to you.  Please clarify that your company will
ultimately pay the consideration for the asset, if true, or advise.

 FirstName LastNameEzra Beyman
 Comapany NameReliance Global Group, Inc.
 December 18, 2020 Page 2
 FirstName LastName
Ezra Beyman
Reliance Global Group, Inc.
December 18, 2020
Page 2
Risk Factors
Risks Related to Our Business
If we fail to comply with the covenants contained in certain of our agreements, our liquidity,
results of operations and financial condition, page 11
2.We note your response to comment 13.  Please expand your disclosure to discuss the
event(s) that gave rise to the covenant waiver on June 30, 2020 and identify the covenant
that was waived.
Use of Proceeds, page 23
3.We note your response to comment 15 that the acquisition that was referenced in your
Summary section is not reasonably likely to close; however, you have not revised
disclosure at page 27 stating that you plan to use some of the proceeds for acquisitions, in
addition to other funds.  Please revise to identify this anticipated use of proceeds here, if
applicable, or revise the two sections for consistency.  Refer to Item 504 of Regulation S-
K.
Dilution, page 25
4.We note the changes made in response to comment 16.  Please revise to add a column
reflecting the total consideration paid for each issuance.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Business
Insurance Operations, page 27
5.We note the revisions you made at the bottom of page 27 in response to comment 18
reflecting the geographic scope of your operations and the products you offer.  However,
please further revise to explain your principal products and services, the markets you
serve within the insurance sector, and your distribution methods are.  Please also revise to
provide additional detail.  Refer to Item 101(h)(b) of Regulation S-K.
Reliance Global Group, Inc.
Notes to condensed financial information (Unaudited)
Note 4. Investment in NSURE, Inc., page F-56
6.We note disclosure that on September 21, 2020 you purchased the domain
5minuteinsure.com, which utilizes artificial intelligence and data mining to provide
competitive insurance quotes within five minutes, with minimal data input. Please revise
your filing to clearly disclose whether you purchased only the domain name or a pre-
existing, fully operating website, a business, etc. Please revise MD&A to provide
additional material details regarding this transaction including the purchase price, how this
acquisition is expected to impact current and future financial results, how this acquisition
impacts your strategy related to your investment in Nsure, and any other relevant

 FirstName LastNameEzra Beyman
 Comapany NameReliance Global Group, Inc.
 December 18, 2020 Page 3
 FirstName LastName
Ezra Beyman
Reliance Global Group, Inc.
December 18, 2020
Page 3
information.
Note 6. Goodwill and Other Intangible Assets, page F-57
7.Please refer to comment 28. We note your response and revised disclosures that beginning
in January 2020 you began to consolidate your insurance operations to streamline
management of operations and achieve operational efficiencies, which has resulted in
closing certain offices and transferring several policy holders to other entities. As a result,
you assert that you have lost the ability to discretely report meaningful results for your
legal entities and therefore aggregate your insurance agencies as they are all economically
similar and can be expected to have essentially the same prospects. We also note your
disclosure on page F-57 that beginning with the October 1, 2020 impairment test, you will
test for impairment at the insurance agency level.  Additionally, we note that you have
goodwill totaling $9.3 million as of September 30, 2020, representing 51% of total assets
and have realized losses since the recapitalization and common control transactions in
2018.
•Please revise to clarify what "at the insurance agency level" means in your goodwill
impairment disclosure. For example, disclose whether you test for impairment at each
individual insurance agency or only at the consolidated level.
•Please provide us with a summary of your goodwill impairment analysis as of
October 1, 2020 in accordance with ASC 350-20-35.
•For each reporting unit that is at risk of failing step one of the impairment test please
revise MD&A to disclose the following information:oThe percentage by which fair value exceeded carrying value as of the date of the
most recent test;
oThe amount of goodwill allocated to the reporting unit;
oA description of the methods and key assumptions used and how the key
assumptions were determined;
oA discussion of the degree of uncertainty associated with the key assumptions.
The discussion regarding uncertainty should provide specifics to the extent
possible (e.g., the valuation model assumes recovery from a business downturn
within a defined period of time); and
oA description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

 FirstName LastNameEzra Beyman
 Comapany NameReliance Global Group, Inc.
 December 18, 2020 Page 4
 FirstName LastName
Ezra Beyman
Reliance Global Group, Inc.
December 18, 2020
Page 4
            You may contact John Spitz at 202-551-3484 or Michael Volley at 202-551-3437 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Jolie Kahn, Esq.

CORRESP
1
filename1.htm

December
4, 2020

United
States Securities and

Exchange Commission

Washington,
D.C. 20549

    Re:

    Reliance
    Global Group, Inc.

    Registration
    Statement on Form S-1 Filed October 8, 2020

    File
    No. 333-249381

To
whom it may concern:

We
have the following responses to your comments and have updated the above referenced S-1 as appropriate as an Amendment No. 1 thereto.
Your comments are repeated below with our responses below each comment.

Form
S-1, Filed October 8, 2020

General

1. Please
                                         revise to include the dealer prospectus delivery obligation on the outside back
                                         cover page of the prospectus. Refer to Item 502(b) of Regulation S-K.

We
have added the following on the back cover: “Until (insert date), all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’
obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.”

2. We
                                         note the company’s investor presentation dated September 2020 on your website.
                                         Please provide us with your analysis of how this presentation is consistent with Section
                                         5(c) of the Securities Act of 1933 and our related rules.

The
Company has had an investor presentation for two years and has periodically updated it in the ordinary course. There was never
an intention to utilize this during the offering process other than for internal purposes. A Company employee, in error, posted
this without the permission of the CEO and CFO. Immediately upon receipt of this letter, the Company has removed this from its
website and will not repost during this process.

3. We
                                         note your disclosure in the first paragraph on page 42 that you purchased a minority
                                         stake in Nsure.com in February 2020 and your disclosure at page 26 that you operate as
                                         a holdings company investing in assets in the insurance market and related sectors. Please
                                         provide us an analysis of why the company should not be deemed an investment company
                                         under the Investment Company Act of 1940 and any exemption upon which you rely.

Under
Section 3(a)(1(C) of the Act, an issuer may become an investment company if it is engaged, or proposes to engage, in the business
of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire, investment securities
having a value exceeding 40 percent of the value of its total assets, exclusive of government securities and cash items, on a
consolidated basis. Under Section 3(b)(1), not included in the definition is “any issuer primarily engaged, directly or
through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning,
holding, or trading in securities.” As a result of this analysis, we do not believe we are a holding company and have revised
the disclosure.

United
States Securities and

Exchange Commission

December 4, 2020

The
                                         Company actively runs insurance brokerage and ancillary businesses through multiple subsidiaries.
                                         Reliance is not in the business of owning or otherwise being involved in investment securities.
                                         It operates each of the businesses in each of its subsidiaries and plans to expand its
                                         insurance businesses through further accretive acquisitions as the opportunities present
                                         themselves.

Cover
Page

4. We
                                         note the reference in footnote 5 to the fee table that the Class A Units, Series A Warrants
                                         and Series B Warrants will be offered at to-be determined “assumed” prices
                                         per security. Please remove “assumed”
                                         from your disclosure, and confirm you will provide a
                                         bona fide estimate of the price range for the securities being offered or tell
                                         us why you believe you are not required to do so. Refer to Item 501(b)(3) of Regulation
                                         S-K for guidance.

The
word assumed has been deleted, and the Company will indeed provide a bona fide estimate, in another amendment to be filed before
effectiveness.

Prospectus
Summary

About
Reliance Global Group, Inc., page 1

5. Please
                                         briefly expand your disclosure to more clearly describe your relationship, both legal
                                         and operational, with Reliance Global Holdings, LLC. In this regard, please disclose
                                         any agreements or understandings you have with Reliance Holdings, in particular
                                         any agreement supporting the statement that Reliance Holdings has the “the final
                                         goal of transferring most of the desirable properties.” Additionally, clearly describe
                                         Reliance Holdings’ role in facilitating your acquisition strategy, including providing
                                         a source of targets and acting as a “place holder” in the acquisition process.
                                         If there is no agreement or commitment that Reliance Holdings will facilitate your acquisition
                                         strategy in the ways described here, or no guarantee that Reliance Holdings will continue
                                         to provide you funds to acquire businesses, please make it clear that there is no guarantee
                                         that Reliance Holding will facilitate your acquisition strategy.

We
have added the following to our “About Reliance Global Group, Inc.” section on p. 1 of this prospectus.

About
Reliance Global Group, Inc.

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

United
States Securities and

Exchange Commission

December 4, 2020

We
operate various insurance agencies in states across the US. Our focus is to grow the Company by pursuing
an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies. Ezra Beyman
is currently the CEO of Reliance Global Group, Inc. and the Chairman of Reliance Global Holdings, LLC (“Reliance Holdings”)
and both Companies share a management team. Reliance Holdings is a New York based firm that is the owner and operator of numerous
companies with core interests in real estate and insurance. Our relationship with Reliance Holdings provides us with significant
benefits: (1) experience, knowhow, and industry relations in both sectors; (2) a source of acquisition targets currently under
Reliance Holdings’ control; and (3) financial and logistics assistance. We are led and advised by a management team that
offers over 100 years of combined business expertise in real estate, insurance, and the financial service industry.

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

As
part of our growth and acquisition strategy, we are currently in negotiations with several non-affiliated parties and expect to
complete a number of material insurance asset transactions throughout the course of 2020. As of December 31, 2019, we have acquired
six insurance agencies, including both affiliated and unaffiliated companies. In addition to the acquisition of UIS Agency, LLC
in August 2020, an unaffiliated niche transportation insurance agency we are in the process of continuing our investments in NSure
Inc. As of October 8, 2020, our total investment in Nsure, Inc., a digital insurance agency, amounted to $1.350 million. Reliance
Holdings has committed to fund the Company for at least the next 12 months in the event that the capital raise is not successful.

Long
term, we seek to conduct all transactions and acquisitions through the direct operations of the Company. However, in some instances,
Reliance Holdings could act as a place holder to facilitate the acquisition process, whereby Reliance Holdings will acquire the
prospective asset and ultimately transfer it to the Company at a later date. This would be necessary for example in the case of
a material acquisition that would require an audit. Reliance Holdings would acquire the asset and hold it as the audit is in process
and transfer it to the Company upon successful completion of the audit.

Over
the next 12 months, we plan to focus on the expansion and growth of our business through two different channels: continued asset
acquisitions in insurance markets; and organic growth of our current insurance operations through geographic expansion and market
share growth. Additionally, Reliance Holdings has committed to funding the Company for a period of no less than 12 months from
the filing of the Amended S-1 Registration Statement.

6. We
                                         note that you are in the process of an acquisition. Please expand your disclosure to
                                         identify the acquisition target and the nature of its business or advise. Please also
                                         describe briefly the terms of the transaction and how you intend to finance it. Please
                                         remove the statement that this closing will make the Company “cash positive”
                                         as the financial statement information for that company has not been disclosed, as well
                                         as the other financial information for the company to be acquired, such as net income,
                                         or advise.

At
this juncture, the Company has a nonbinding LOI and based upon the status of its due diligence, it is not likely reasonably likely
that this acquisition will be consummated in the near future so this disclosure has been removed.

United
States Securities and

Exchange Commission

December 4, 2020

The
Offering—Securities offered by us, page 2

7. Please
                                         disclose the exercise price of the Series A and Series B Warrants and briefly
                                         describe their material terms.

The
following is added to the offering summary in the S-1:

The
exercise price of the Series A Warrants shall be 110% of the offering price and the Series B will be 100% of the offering
price. The Series A Warrants have a five-year term, and the Series B Warrants have a one-year term. The warrants are exercisable
at any time after their original issuance and at any time up to the date that is five years after their original issuance for
the Series A Warrants and one year after their original issuance for the Series B Warrants . The warrants will be exercisable,
at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration
statement registering the issuance of the shares of Common Stock underlying the warrants under the Securities Act is effective
and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the
issuance of such shares, by payment in full in immediately available funds for the number of shares of Common Stock purchased
upon such exercise. If a registration statement registering the issuance of the shares of Common Stock underlying the warrants
under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available
for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise,
in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the
formula set forth in the warrant. No fractional shares of Common Stock will be issued in connection with the exercise of a warrant.
In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise
price.

If,
on any trading day after the three-month anniversary of the date of issuance of the Series B warrants, and ending on the 12-month
anniversary of the date of issuance of the Series B warrants, the “market price” of a share of our common stock is
less than $5.00 (as adjusted for stock splits, stock dividends, extraordinary dividend recapitalization, reorganization, mergers
and consolidation), then the holders of the Series B warrants may exercise the Series B warrants in a cashless exercise. This
cashless exercise would permit such Series B warrant holder to obtain a number of shares of our common stock equal to:

A*
(B -C)/C

    Where
    A
    =

    the
    number of warrants being exercised, and

    B
    =

    Warrant
    strike price, and

    C=

    The
    greater of 20% of the per Unit price in this offering, and the market price of a share of our common stock

In
the event that the number of shares for which Series B Warrants are exercisable exceeds the number of shares of common stock authorized
for issuance under our certificate of incorporation, we will call a meeting of our stockholders and take other appropriate action
to amend and restate our certificate of incorporation to increase the number of authorized shares to the level necessary to satisfy
our obligations to the Series B warrant holders.

The
Offering—Proposed Listing on Nasdaq, page 3

8. We
                                         note that you have applied to list your common stock on the Nasdaq Capital Market and
                                         that as part of up listing you intend to affect a reverse split of your issued and outstanding
                                         common stock. Please disclose if Nasdaq Capital Market listing is a condition of this
                                         offering. Additionally, state whether your reverse split will occur before
                                         or after the offering.

We
have added the following to the S-1: The Nasdaq Capital Market listing is a condition to the consummation of the offering set
forth in this prospectus. In order to meet the minimum listing price requirements, the reverse split will occur at or before closing
of the offering.

United
States Securities and

Exchange Commission

December 4, 2020

Insurance
Operations

Insurance
Acquisitions and Strategic Activities, page 5

9. Please

United States securities and exchange commission logo
November 4, 2020
Ezra Beyman
Chief Executive Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, NJ 08701
Re:Reliance Global Group, Inc.
Registration Statement on Form S-1
Filed October 8, 2020
File No. 333-249381
Dear Mr. Beyman:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1, Filed October 8, 2020
General
1.Please revise to include the dealer prospectus delivery obligation on the outside back
cover page of the prospectus.  Refer to Item 502(b) of Regulation S-K.
2.We note the company’s investor presentation dated September 2020 on your
website.  Please provide us with your analysis of how this presentation is consistent with
Section 5(c) of the Securities Act of 1933 and our related rules.
3.We note your disclosure in the first paragraph on page 42 that you purchased a minority
stake in Nsure.com in February 2020 and your disclosure at page 26 that you operate as a
holdings company investing in assets in the insurance market and related sectors.  Please
provide us an analysis of why the company should not be deemed an investment company

 FirstName LastNameEzra Beyman
 Comapany NameReliance Global Group, Inc.
 November 4, 2020 Page 2
 FirstName LastNameEzra Beyman
Reliance Global Group, Inc.
November 4, 2020
Page 2
under the Investment Company Act of 1940 and any exemption upon which you rely.
Cover Page
4.We note the reference in footnote 5 to the fee table that the Class A Units, Series A
Warrants and Series B Warrants will be offered at to-be determined "assumed" prices per
security.  Please remove "assumed" from your disclosure, and confirm you will provide a
bona fide estimate of the price range for the securities being offered or tell us why you
believe you are not required to do so.  Refer to Item 501(b)(3) of Regulation S-K for
guidance.
Prospectus Summary
About Reliance Global Group, Inc., page 1
5.Please briefly expand your disclosure to more clearly describe your relationship, both
legal and operational, with Reliance Global Holdings, LLC.  In this regard, please disclose
any agreements or understandings you have with Reliance Holdings, in particular any
agreement supporting the statement that Reliance Holdings has the "the final goal of
transferring most of the desirable properties."  Additionally, clearly describe Reliance
Holdings' role in facilitating your acquisition strategy, including providing a source of
targets and acting as a "place holder" in the acquisition process.  If there is no agreement
or commitment that Reliance Holdings will facilitate your acquisition strategy in the ways
described here, or no guarantee that Reliance Holdings will continue to provide you funds
to acquire businesses, please make it clear that there is no guarantee that Reliance Holding
will facilitate your acquisition strategy.
6.We note that you are in the process of an acquisition.  Please expand your disclosure to
identify the acquisition target and the nature of its business, or advise.  Please also
describe briefly the terms of the transaction and how you intend to finance it.  Please
remove the statement that this closing will make the Company "cash positive" as the
financial statement information for that company has not been disclosed, as well as the
other financial information for the company to be acquired, such as net income, or advise.
The Offering—Securities offered by us, page 2
7.Please disclose the exercise price of the Series A and Series B Warrants and briefly
describe their material terms.
The Offering—Proposed Listing on Nasdaq, page 3
8.We note that you have applied to list your common stock on the Nasdaq Capital Market
and that as part of uplisting you intend to effect a reverse split of your issued and
outstanding common stock.  Please disclose if Nasdaq Capital Market listing is a
condition of this offering.  Additionally, state whether your reverse split will occur before
or after the offering.

 FirstName LastNameEzra Beyman
 Comapany NameReliance Global Group, Inc.
 November 4, 2020 Page 3
 FirstName LastName
Ezra Beyman
Reliance Global Group, Inc.
November 4, 2020
Page 3
Insurance Operations
Insurance Acquisitions and Strategic Activities, page 5
9.Please refer to comments 4 and 5 from our letter dated July 16, 2020 on your Form 10
filed June 22, 2020.  We note the revised disclosure in your Business section and the notes
to your financial statements still appears to contain unclear information or disclosure
inconsistencies and discrepancies, including several noted below.  Please address the
following and revise as applicable:
•Based on disclosure on pages 32 and F-24, it appears that Southwestern Montana
Insurance Center, Inc. and Fortman Insurance Agency, LLC were owned by Reliance
Holdings and transferred to you and should be labeled as "Affiliated" in the table on
page 28.  Additionally, the dates disclosed in the table on page 28 do not appear to be
consistent since the dates for USBA and EBS appear to be the date the entities were
transferred to you while the date for Southwestern Montana Insurance Center, Inc.
and Fortman Insurance Agency, LLC appear to be the date of the initial acquisition
by Reliance Holdings.  Therefore, please revise the table on page 28 to separately
disclose both a column detailing the initial acquisition date and a column detailing the
date the entities were transferred to you.
•Please revise the disclosure on page 29 to clearly state that the USBA and EBS
acquisitions were "accounted for as a business combination" by Reliance Holdings.
•We note references to the "FHA/TSB Acquisition" on page 29 and throughout the
document.  This term is not defined in the document and it appears you mean to refer
to the USBA Acquisition which is defined on page 28. Please revise your filing
accordingly.
•Please revise to clarify which entity's 500,000 shares of stock were issued on April 1,
2019 in connection with the acquisition of SWMT as disclosed on page 31 and any
other relevant facts regarding the issuance.
•Please revise page 31 to clarify the date that "SWMT was transferred to the Company
from Reliance Global Holdings, LLC."
•Please revise page 31 to clarify that the "SWMT Acquisition is being accounted for
as a business combination" by Reliance Global Holdings, LLC."
•You disclose on page F-10 that on April 1, 2019 one of your wholly owned
subsidiaries acquired Southwestern Montana Financial Center, Inc. Please revise your
filing to clarify who acquired this entity as we also note disclosure on page 31, that a
wholly owned subsidiary of Reliance Global Holdings, LLC acquired this entity.
Please ensure that the revised disclosure contained throughout your filing is consistent,
clear and factually accurate.  It may be helpful, for example, to have similar disclosure in
both the Business section and notes to your financial statements to ensure consistency and
accuracy.  Additionally, it may be helpful to always use an entity's name as opposed to
referring to "the Company" since it appears "the Company" is not consistently referring to
the same entity.

 FirstName LastNameEzra Beyman
 Comapany NameReliance Global Group, Inc.
 November 4, 2020 Page 4
 FirstName LastName
Ezra Beyman
Reliance Global Group, Inc.
November 4, 2020
Page 4
Risk Factors
Risks related to this offering
Purchasers in this offering will experience immediate and substantial dilution in the book value
of their investment, page 6
10.Please clarify what "remaining outstanding note" you refer to in the second to last
sentence of this risk factor.  Additionally, disclose the material terms of the note and its
status as of the most recent practicable date.  We also note that your disclosure indicates
that the conversion of the note may affect dilution, but do not see the note conversion
discussed in Dilution on page 24. Please revise or advise.
Our ability to have our common stock and warrants traded on the NASDAQ is subject to us
meeting applicable listing criteria, page 7
11.We note your risk factor related to NASDAQ listing criteria.  Please expand your
disclosure to identify the minimum thresholds for each such criteria and disclose whether
or not you currently meet the criteria.
Risks Related to Our Business, page 8
12.Please refer to comment 7 from our letter dated July 16, 2020 on your Form 10 filed June
22, 2020.  Please revise your filing to include within Management's Discussion and
Analysis disclosure of your critical accounting estimates.  Please refer to Section V of
SEC Interpretive Release 33-8350 for guidance.  Your disclosure should also address the
material implications of uncertainties associated with the methods, assumptions and
estimates underlying your critical accounting measurements.
If we fail to comply with the covenants contained in certain of our agreements, our liquidity,
results of operations and financial condition, page 11
13.With regard to your compliance with the covenants contained in your credit agreements,
please address the following:
•Disclose the identity of the lender or lenders of the agreements referenced;
•Identify the other material contracts the default on which could trigger cross default
under the referenced credit agreements;
•Disclose the actions taken to cure any event of default resulting from your
noncompliance with financial covenants;
•Disclose whether or not you are currently in compliance with all covenants contained
in your credit agreements; and
•If there is a risk that you may not be able to maintain a covenant, reset covenant or
financial ratio, please disclose the covenant or ratio you need to maintain here and
show how you currently satisfy the covenant or ratio.
Additionally, please make related disclosure in your Management's Discussion and
Analysis of Financial Condition and Results of Operations.

 FirstName LastNameEzra Beyman
 Comapany NameReliance Global Group, Inc.
 November 4, 2020 Page 5
 FirstName LastNameEzra Beyman
Reliance Global Group, Inc.
November 4, 2020
Page 5
Risks Related to Investing in our Securities
The Company’s CEO has a controlling common stock equity interest, page 17
14.Please expand your disclosure to identify the expected controlling interest of your CEO,
Mr. Beyman, immediately following the offering.  Additionally, please disclose on the
cover page of your prospectus that the company is a controlled company and state whether
you intend to rely on the controlled company exemptions of the Nasdaq listing rules, or
advise.
Use of Proceeds, page 23
15.We note your disclosure at page 27 that you are going to use some of the proceeds for
acquisitions, in addition to other funds.  Please revise to include this use of proceeds here,
if applicable or revise for consistency.  Please briefly describe any planned acquisition and
the use of any other funds needed to accomplish the acquisition.  Refer to Item 504 of
Regulation S-K.
Dilution, page 24
16.If materially different, please provide a table summarizing the total number of shares of
your common stock purchased from you, total consideration paid to you and the average
price paid per share by existing stockholders and investors purchasing in this offering.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Business, page 26
17.Please revise to include a detailed organization structure of Reliance Global Group, Inc.
that includes all of your subsidiaries and other entities referenced in the filing including
affiliated entities.  Please include the legal entity name, the defined name(s) used in the
filing, the business purpose of the entity and if not a subsidiary, the nature of the
relationship with appropriate detail.  Please ensure the defined names used in the filing,
including within the financial statements, are consistent throughout the filing.
18.Please expand your disclosure to describe your principal products or services and their
markets within the insurance sector, and your distribution methods of the products or
services.
Overview, page 26
19.We note your disclosure that you rely in part on lending from Oak Street Funding, LLC,
to finance your acquisition strategy.  Please describe the material terms of your master
credit agreement with Oak Street and disclose the aggregate amount owed as of the latest
most practicable date.
Insurance Acquisitions and Strategic Activities, page 28
20.We note disclosure on page 33 of your entrance into a purchase agreement to acquire UIS

 FirstName LastNameEzra Beyman
 Comapany NameReliance Global Group, Inc.
 November 4, 2020 Page 6
 FirstName LastNameEzra Beyman
Reliance Global Group, Inc.
November 4, 2020
Page 6
Agency, LLC for a total purchase price of $600 thousand. It appears that the purchase
price will be paid with $102 thousand in cash, $200 thousand in shares of common stock,
$500 thousand of installment payments, and potentially an earn-out amount based upon
revenues.  Therefore, it appears that the purchase price is in excess of $600 thousand.
Please reconcile this discrepancy for us or revise your filing accordingly.
Insurance Agency Overview, page 38
21.Please update your sources that provide background information in the industry in which
you operate, to the extent practicable.  We note references to information sources from
2018.
Insurance Agency Industry Overview—Online Insurance and the NSure Opportunity, page 42
22.Please disclose the basis for your estimate that 10% of the personal home and auto
insurance market is now online.
Directors, Executive Officers and Corporate Governance, page 44
23.Please disclose Mr. Brickman's age in the table on page 44.
Board Committees, page 49
24.We note that each of your audit, compensation, and nominating and corporate governance
committees operates under a charter that has been approved by your board of directors.
Please disclose whether a current copy of the applicable committee charter is available to
security holders on your website and, if so, provide your website address.  Refer to
Instruction 2 to Item 407 of Regulation S-K for guidance.
Executive Compensation
Summary Compensation Table, page 50
25.Please disclose any compensation earned by, or paid to, your named executive officers or
directors by Reliance Global Holdings, LLC, or any other of your affiliates.  Refer to Item
402(m) for guidance.
Description of Securities
Securities Offered in this Offering, page 59
26.Please disclose the price at which the Series A and Series B warrants are exercisable and
the amount of warrants outstanding immediately before and following the offering.  Refer
to Item 202(c) of Regulation S-K for guidance.
Shares Eligible for Future Sale
Options, Warrants and Convertible Securities, page 61
27.Please disclose the amount of options, warrants and convertible securities outstanding and

 FirstName LastNameEzra Beyman
 Comapany NameReliance Global Group, Inc.
 November 4, 2020 Page 7
 FirstName LastName
Ezra Beyman
Reliance Global Group, Inc.
November 4, 2020
Page 7
eligible for sale as of the latest most practicable date.
Note 5. Goodwill and Other Intangible Assets, page F-49
28.We note your disclosure that effective January 1, 2020 you reorganized your reporting
structure into a single operating unit and all your goodwill was reassigned to a single
reporting unit.  Please tell us if discrete financial information is available for

CORRESP
1
filename1.htm

October
8, 2020

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
DC 20549

Via
EDGAR

    Re:
    Reliance
    Global Group, Inc.

    Form
    10-12G

    Filed
    June 22, 2020

    File
    No. 000-56178

Gentlepersons:

Reliance
Global Group, Inc. (“Reliance” or the “Company”) has received your letter dated July 16, 2020 with respect
to review by the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) of the Company’s
Form 10 file on June 22, 2010. While we have withdrawn the Form 10 and replaced it with a Registration Statement on Form S-1 filed
on October 8, 2020, by concurrence of our counsel and the Staff, we are responding to your comments and referencing where
the responsive disclosure appears in the Form S-1. For your convenience, the Comments from your letter dated July 16, 2020 are
repeated herein in bold, and the Company’s responses are set forth immediately below in unbolded text.

Form
10, Filed June 22, 2020

General

    1.
    Please
    note that the registration statement becomes effective automatically 60 days after its initial filing. Following effectiveness,
    you will then be subject to the reporting requirements of the Exchange Act of 1934.

    As
    referenced, the Form 10 was withdrawn on August 20, 2020 and has been replaced with the Form S-1. We are aware of filing requirements
    required after effectiveness of our Form S-1.

U.S.
Securities and Exchange Commission

October
8, 2020

Page
2

Item
1. Description of Business

Overview,
page 4

    2.
    We
    note your intent to grow your Company by pursuing an aggressive acquisition strategy. Please expand your disclosure to discuss
    how you intend to finance your acquisition strategy. In this regard we note your disclosure on page 29 that as of December
    31, 2019, the Company had a cash balance of $6,703 and working capital deficit of $4,020.

    As
    set forth in the Form S-1 Overview page 26 “The Company intends to raise approximately $50,000,000 over the course
    of an initial and follow up raise which will not only enable it to meet Nasdaq shareholder equity requirements but will provide
    working capital for at least six (6) months thereafter. Furthermore, the Company intends to finance further acquisitions through
    a combination of working capital raised in this offering, continued acquisition debt from Oak Street Funding, LLC, its principal
    acquisition lender to date, issuance of stock and also future financings. As there is no assurance that any one or more sources
    will continue to support the Company’s acquisitions, the Company intends to pursue all four avenues.”

Insurance
Operations

Insurance
Acquisitions and Strategic Activities, page 5

    3.
    For
    each of your insurance brokerages, please disclose, as applicable, the number of agents employed, the number of policies issued
    and the aggregate amount of premiums written.

    We
    have added the following on p. 27 of our Form S-1. As most of our business is related to health insurance policies we included
    the revenue amount and not premium.

    Agency
    Name
    Number
    of Agents
    Number
    of Policies issued
    Aggregate
    Revenue Recognized (12/31/19)

    USBA and EBS
      15
      9,767
    $ 1,161,036

    Commercial Solutions
      2
      322
    $ 378,956

    Southwestern Montana
      13
      370
    $ 1,106,432

    Fortman Insurance
      14
      7,826
    $ 1,186,951

    Altruis
      16
      8,500
    $ 617,409

U.S.
Securities and Exchange Commission

October
8, 2020

Page
3

    4.
    On
    page F-44, you disclose that “During September 2019, Reliance Holdings transferred all of the outstanding membership
    interest in SWMT and FIS to the Company.” Therefore, it appears that Reliance Holdings initially acquired certain entities
    and subsequently transferred them to you. Please revise your discussion here and in your notes to the financial statements
    for each transaction to more clearly describe the structure of each transaction including the date of initial acquisition,
    the acquiring entity, the date the entity was transferred to Reliance Global Group, Inc., and how the transfer was structured
    (type and amount of shares transferred, notes issued, cash paid, etc.). Your disclosure should clearly describe how the transactions
    impacted the financial statements of Reliance Global Group, Inc. Specifically, clarify if this structure was also used for
    the CCS acquisition. Please ensure your disclosure related to these transactions is consistent throughout your filing.

The
following has been added to the Insurance Acquisition section of the Form S-1 starting on page 27 and in Note 3 –
Strategic Investments and Business Combination beginning on page F-19:

EBS/USBA:

On
August 1, 2018, a related party to Reliance Holdings, US Benefits Alliance, LLC (“USBA”) acquired certain properties
and assets of the insurance businesses of Family Health Advisors, Inc. and Tri Star Benefits, LLC (the “USBA Acquisition”).
Also, on August 1, 2018, Employee Benefits, Solutions, LLC, (“EBS”), related party, acquired certain properties and
assets of the insurance business of Employee Benefit Solutions, Inc. (the “EBS Transaction”, and, together with USBA
Transaction, the “Common Control Transactions”).

On
October 24, 2018, Reliance Holdings and the Company entered into a Bill of Sale agreement to transfer all of the outstanding membership
interest in EBS LLC and USBA LLC. In exchange for the membership interest, the Board of Directors of the Company authorized and
issued 16,400,000 shares of restricted common stock of the Company for all the membership interest of USBA LLC and EBS LLC.

The
USBA Acquisition is being accounted for as a business combination in accordance with the acquisition method whereby the total
purchase consideration was allocated to intangible assets acquired based on their respective estimated fair values. The acquisition
method of accounting uses the fair value concept defined in ASC 820. ASC 805 requires, among other things, that assets acquired,
and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition date.
The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions,
including estimating future cash flows, developing appropriate discount rates, estimating the costs, and timing. The allocation
of the purchase price in connection with the USBA Acquisition was calculated as follows:

    Description
    Fair
    Value
    Weighted
    Average Useful Life (Years)

    Trade
    name and trademarks
    $ 6,520
      3

    Customer relationships
      116,100
      9

    Non-competition
    agreements
      48,540
      5

    Goodwill
      578,840
      Indefinite

    $ 750,000

Goodwill
of $578,840 arising from the USBA Acquisition consisted of the value of the employee workforce and the residual value after all
identifiable intangible assets were valued. Goodwill recognized pursuant to the FHA/TSB Acquisition is currently expected to be
deductible for income tax purposes. Total acquisition costs for the FHA/TSB Acquisition incurred were $83,162 recorded as a component
of General and administrative on the accompanying Consolidated Statement of Operations for the period from August 1, 2018 to December
31, 2018.

The
operating results of the acquired business has been included in the Company’s Consolidated Statement of Operations for the
period from August 1, 2018 to December 31, 2018 since the USBA common control date of October 24, 2018. The revenues of the acquired
business for the period from August 1, 2018 through December 31, 2018 from the FHA/TSB common control date was $135,425 and the
net loss was $12,145.

The
EBS Acquisition is being accounted for as a business combination in accordance using the acquisition method whereby the total
purchase consideration was allocated to intangible assets acquired based on their respective estimated fair values. The acquisition
method of accounting requires, among other things, that assets acquired, and liabilities assumed, if any, in a business purchase
combination be recognized at their fair values as of the acquisition date. The process for estimating the fair values of identifiable
intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating
future cash flows, developing appropriate discount rates, estimating the costs, and timing.

U.S.
Securities and Exchange Commission

October
8, 2020

Page
4

The
allocation of the purchase price in connection with the EBS Acquisition was calculated as follows:

    Description
    Fair
    Value
    Weighted
    Average Useful Life (Years)

    Trade
    name and trademarks
    $ 33,140
      20

    Customer relationships
      47,630
      9

    Non-competition
    agreements
      42,320
      5

    Goodwill
      274,956
      Indefinite

    Fixed
    assets
      1,954
      5-7

    $ 400,000

Goodwill
of $274,956 arising from the EBS Acquisition consisted of the value of the employee workforce and the residual value after all
identifiable intangible assets were valued. Goodwill recognized pursuant to the EBS Acquisition is currently expected to be deductible
for income tax purposes. Total acquisition costs for the EBS Acquisition incurred were $44,353 recorded as a component of General
and administrative expenses on the accompanying Consolidated Statement of Operations for the period from August 1, 2018 to December
31, 2018.

The
operating results of the acquired business has been included in the Company’s Consolidated Statement of Operations for the
period from August 1, 2018 to December 31, 2018 since the EBS common control date. The revenues of the acquired business for the
period from August 1, 2018 through December 31, 2018 from the EBS common control date was $246,965 and the net loss was $143,450.

CCS:

On
December 1, 2018, Commercial Coverage Solutions LLC, a wholly-owned subsidiary of the Company (“CCS”) entered
into a Purchase Agreement with Commercial Solutions of Insurance Agency, LLC (“CSIA”) whereby CCS shall purchase the
business and certain assets of CSIA noted within the Purchase Agreement (the “CSIA Acquisition”) for a total purchase
price of $1,200,000. The total purchase price is made up of (1) a cash payment of $1,080,000 (the “Cash Payment”)
on the “Closing Date” or the first bank business day thereafter (i.e. December 1, 2018); (2) the balance of the purchase
price, having a value of $120,000, shall be paid in the form of 761,905 shares of common stock in the Company, issued at a per-share
price equal to Fifteen and 75/100 Cents ($0.1575) (the “Closing Shares”); and (3) the amount of any cash necessary
to satisfy the required closing date working capital shall be set off against the Cash Payment by CCS. “Required closing
date working capital” shall consist only of cash and pre-paid rent and/or security deposits or pre-payments or deposits
for any assumed liabilities. The Closing Shares are to be transferred from the shares owned by Reliance Holdings and were transferred
subsequent to December 31, 2019; and as a result, is a component of Loans payables, related parties on the accompanying Consolidated
Balance Sheets.

The
CSIA Acquisition is being accounted for as a business combination under the acquisition method whereby the total purchase consideration
was allocated to tangible and intangible assets acquired based on their respective estimated fair values. The acquisition method
requires, among other things, that assets acquired, and liabilities assumed in a business purchase combination be recognized at
their fair values as of the acquisition. The process for estimating the fair values of identifiable intangible assets and certain
tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing
appropriate discount rates, estimating the costs, and timing.

The
allocation of the purchase price in connection with the CSIA Acquisition was calculated as follows:

    Description
    Fair
    Value
    Weighted
    Average Useful Life (Years)

    Cash
    $ 13,500
      N/A

    Fixed Assets
      1,638
      5-7

    Customer relationships
      284,560
      11

    Non-competition
    agreements
      40,050
      5

    Trade name and trademarks
      8,500
      2

    Goodwill
      851,752
      Indefinite

    $ 1,200,000

U.S.
                                         Securities and Exchange Commission

October 8, 2020

Page
5

Goodwill
of $851,752 arising from the CSIA Acquisition consisted of the value of the employee workforce and the residual value after all
identifiable intangible assets were valued. Goodwill recognized pursuant to the CSIA Acquisition is currently expected to be deductible
for income tax purposes. Total acquisition costs for the CSIA Acquisition incurred were $113,247 recorded as a component of General
and administrative expense on the accompanying Consolidated Statement of Operations for the period from August 1, 2018 to December
31, 2018.

The
December 1, 2018 to December 31, 2018 operating results of the acquired business has been included in the Company’s Consolidated
Statement of Operations for the period from August 1, 2018 to December 31, 2018 since the CSIA Acquisition date. The revenues
of the acquired business for the period from December 1, 2018 through December 31, 2018 from the CSIA Acquisition was $8,380 and
the net loss was $136,568.

SWMIC:

On
April 1, 2019, Southwestern Montana Insurance Center, LLC (“SWMT”), a wholly owned subsidiary of Reliance Global Holdings,
LLC, acquired Southwestern Montana Financial Center, Inc. SWMT is an insurance services firm which specializes in providing personal
and commercial lines of insurance.

On
April 1, 2019, SWMT entered into a Purchase Agreement with Southwestern Montana Financial Center, Inc. whereby the SWMT shall
purchase the business and certain assets noted within the Purchase Agreement (the “SWMT Acquisition”) for a total
purchase price of $2,394,509. The purchase price was paid with a cash payment of $1,389,840, 500,000 in shares of the Company’s
common stock, and an earn-out payment equal to 32% of the final earn-out EBITDA multiplied by 5.00, which is payable in $300,000
in shares of the Company’s common stock with any amount in excess of $300,000 to be paid in cash. The balance of the earn-out
liability as of December 31, 2019 was $522,553 and is included in long term debt on the balance sheet. SWMT was transferred to
the Company from Reliance Global Holdings, LLC. The SWMT Acquisition is being accounted for as a business combination in accordance
under the acquisition method whereby the total purchase consideration was allocated to assets acquired and liabilities assumed
based on their respective estimated fair values. The acquisition method of accounting requires, among other things, that assets
acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their fair values as of the acquisition
date. The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use
of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating
the costs, and timing.

The
allocation of the purchase price in connection with the SWMT Acquisition was calculated as follows:

    Description
    Fair
    Value
    Weighted
    Average Useful Life (Years)

    Customer
    relationships
    $ 561,000
      10

    Non-competition
    agreements
      599,200
      5

    Goodwill
      1,217,790
      Indefinite

United States securities and exchange commission logo
July 16, 2020
Alex Blumenfrucht
Chief Financial Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, NJ 08701
Re:Reliance Global Group, Inc.
Form 10-12G
Filed June 22, 2020
File No. 000-56178
Dear Mr. Blumenfrucht:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10, Filed June 22, 2020
General
1.Please note that the registration statement becomes effective automatically 60 days
after its initial filing. Following effectiveness, you will then be subject to the
reporting requirements of the Exchange Act of 1934.
Item 1. Description of Business
Overview, page 4
2.We note your intent to grow your Company by pursuing an aggressive acquisition
strategy.  Please expand your disclosure to discuss how you intend to finance your
acquisition strategy.  In this regard we note your disclosure on page 29 that as
of December 31, 2019, the Company had a cash balance of $6,703 and working capital
deficit of $4,020,803.

 FirstName LastNameAlex Blumenfrucht
 Comapany NameReliance Global Group, Inc.
 July 16, 2020 Page 2
 FirstName LastNameAlex Blumenfrucht
Reliance Global Group, Inc.
July 16, 2020
Page 2
Insurance Operations
Insurance Acquisitions and Strategic Activities, page 5
3.For each of your insurance brokerages, please  disclose, as applicable, the number of
agents employed, the number of policies issued and the aggregate amount of premiums
written.
4.On page F-44, you disclose that “During September 2019, Reliance Holdings transferred
all of the outstanding membership interest in SWMT and FIS to the Company.”
Therefore, it appears that Reliance Holdings initially acquired certain entities and
subsequently transferred them to you.  Please revise your discussion here and in your
notes to the financial statements for each transaction to more clearly describe the structure
of each transaction including the date of initial acquisition, the acquiring entity, the date
the entity was transferred to Reliance Global Group, Inc., and how the transfer was
structured (type and amount of shares transferred, notes issued, cash paid, etc.).  Your
disclosure should clearly describe how the transactions impacted the financial statements
of Reliance Global Group, Inc.  Specifically, clarify if this structure was also used for the
CCS acquisition.  Please ensure your disclosure related to these transactions is consistent
throughout your filing.
5.Please revise your notes to the financial statements for each transaction to clearly explain
the accounting used upon initial acquisition and the accounting used when the entity was
transferred to you.  If purchase accounting was not used upon initial acquisition and
common control accounting was not used when the entity was transferred to you, please
tell us why.
6.Revise to add a brief narrative for the EBS acquisition. For each of the acquisitions
disclosed, please revise to disclose whether or not the acquired company was profitable
for the year ended December 31, 2019, and the interim period ended March 31, 2020.
Additionally, disclose any fees paid in relation to these acquisitions.
National Campaign in Support of Our Healthcare Business, page 7
7.We note that you have entered into a national campaign in February 2019 with a
commitment of up to $1.5 million to market USBA’s portfolio of insurance products.  We
also note that the investment funds will be supplied by Reliance Global Holdings.  Please
revise to clarify how this commitment has impacted or is expected to impact Reliance
Global Group, Inc. financial results, liquidity, and capital resources.
Online Insurance and the NSure Opportunity, page 10
8.We note your disclosure on page F-14 that the second and third tranches of $3 million and
$16 million, respectively, funding your investment in NSURE, Inc. are due at a later date
in 2020.  Please revise this section to describe the material terms of the payments, disclose
whether or not you have made the payments and disclose the source of funds used to
finance your investment.

 FirstName LastNameAlex Blumenfrucht
 Comapany NameReliance Global Group, Inc.
 July 16, 2020 Page 3
 FirstName LastNameAlex Blumenfrucht
Reliance Global Group, Inc.
July 16, 2020
Page 3
Real Estate Operations, page 12
9.Please expand your disclosure to provide a materially complete description of your real
estate portfolio as of the latest practicable date.  Additionally, please describe the
historical development of your operations in this regard, including material acquisitions,
dispositions and redevelopment, and disclose your anticipated financing for future
acquisitions and development.
Item 1A. Risk Factors
Risks Related to Investing in our Securities
If the Company is deemed to be an investment company, the Company may be required to
institute burdensome compliance requirements..., page 22
10.We note you state that you do not believe that your anticipated principal activities will
subject you to the Investment Company Act of 1940.  Please expand your disclosure to
provide your analysis of why the company should not be deemed an investment company.
Item 2. Financial Information
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
26
11.Please revise to disclose any critical accounting estimates.  Refer to Section V of SEC
Release 33-8350 for guidance.
12.We note disclosure on page F-35 that goodwill is assigned to a reporting unit on the
acquisition date.  We also note your disclosure on page F-46 that you test goodwill for
impairment on October 1st and that you determined the fair value of EBS, USBA and CCS
as part of this assessment.  Considering the materiality of your goodwill, please revise to
disclose the amount of goodwill allocated to each reporting unit.
13.We note disclosure on page F-46 that during the year ended December 31, 2019 you
recorded goodwill impairment of $594 thousand attributed to Commercial Coverage
Solutions, LLC (CCS). We also note that goodwill has increased significantly during 2019
as a result of acquisitions and totals $8.5 million as of March 31, 2020 and December 31,
2019 which represents 50% and 48% of total assets, respectively.  Please tell us if you
performed a qualitative or quantitative assessment when performing your most recent
goodwill impairments analysis.  If you performed a qualitative assessment, please tell us
how you considered the qualitative factors in ASC 350-20-35-3C.  If you performed a
quantitative assessment, please tell us the percentage by which the fair value exceeded the
carrying value of each reporting unit.  To the extent any reporting unit is at risk of failing
step one of the goodwill impairment test, please disclose the percentage by which the fair
value exceeded the carrying value as of the date of the most recent test and describe any
potential events and/or changes in circumstances that could reasonably be expected to
negatively affect any key assumptions.  If you have determined that the estimated fair
value substantially exceeds the carrying value of your reporting units, please disclose such

 FirstName LastNameAlex Blumenfrucht
 Comapany NameReliance Global Group, Inc.
 July 16, 2020 Page 4
 FirstName LastNameAlex Blumenfrucht
Reliance Global Group, Inc.
July 16, 2020
Page 4
determination. Refer to Section V of SEC Release 33-8350 for guidance.
14.We note your risk factor disclosure on page 17, If we fail to comply with the covenants
contained in certain of our agreements, our liquidity, results of operations and financial
condition may be adversely affected, that the Company is not in compliance with the
financial covenants and other limitations contained in one or more of your credit
agreements.  Please revise your disclosure to identify the credit agreement and covenant
from which you obtained a waiver.  Additionally, discuss the facts and circumstances
necessitating the waiver and disclose any terms and conditions to the waiver.  Refer to
Section IV.C of SEC Release 33-8350 for guidance.
Overview, page 27
15.We note that you have been approved for a loan through the U.S. Small Business
Administration’s Paycheck Protection Program authorized as part of the CARES Act.
Please expand your disclosure to identify the date your loan was approved and describe
your use of the proceeds of the loan.
Revenues, page 29
16.We note that revenues have significantly increased during 2019 and during the three
month period ended March 31, 2020.  Please revise to provide additional analysis of the
amount of and underlying reasons for trends in revenue recognized during the periods
presented.  For example, detail and discuss the amount and nature of revenue recognized
(core commissions, override commissions, profit-sharing contingent commissions, etc.)
and discuss operating and other financial metrics management uses to analyze financial
results.  Refer to Item 303(A)(3) of Regulation S-K for guidance.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 31
17.Please revise to identify the natural person(s) with voting and/or dispositive power over
the shares owned by RELI NY LLC.
Item 5. Directors, Executive Officers, Promoters and Control Persons., page 31
18.For each director and executive officer, please describe each person's principal
occupations and employment during the past five years; the name and principal business
of any corporation or other organization in which such occupations and employment were
carried on; and whether such corporation or organization is a parent, subsidiary or other
affiliate of the registrant.  Refer to Item 401(e) of Regulation S-K for guidance.
Director Independence, page 34
19.Please disclose why your board member, David Lazar, does not qualify as an independent
director.  Additionally, please disclose whether a majority of your board of directors is, or
will be, comprised of independent directors.

 FirstName LastNameAlex Blumenfrucht
 Comapany NameReliance Global Group, Inc.
 July 16, 2020 Page 5
 FirstName LastNameAlex Blumenfrucht
Reliance Global Group, Inc.
July 16, 2020
Page 5
Item 6. Executive Compensation, page 35
20.Please expand your disclosure to include a description of the material terms of your
compensation arrangements with your executive officers and directors.  Refer to Item
402(o) of Regulation S-K for guidance.
Item 7. Certain Relationships and Related Transactions, and Director Independence, page 36
21.We note you have entered into a Loan Agreement with Reliance Holdings.  Please
disclose the amount thereof outstanding as of the latest practicable date and the amount of
principal paid during the periods for which disclosure is provided.  Additionally, if
different from the amounts outstanding at the end of the covered periods, disclose the
largest aggregate amount of principal outstanding during each period.  Refer to Item
404(a)(5) of Regulation S-K for guidance.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related
Stockholder Matters, page 37
22.Please revise to disclose the approximate number of holders of your common stock as of
the latest practicable date.  Refer to Item 201(b) of Regulation S-K for guidance.
Item 10. Recent Sales of Unregistered Securities, page 37
23.We note your disclosure that you issued 4 million shares of common stock to a third-party
individual for the purpose of raising capital to fund your investment in NSURE, Inc.
Please revise to provide the exemption from registration claimed.  Additionally, please
expand your disclosure in this section to describe all securities of the company that have
been sold for cash or other than cash within the past three years which were not registered
under the Securities Act.  In this regard, we note that many of your recent acquisitions
described on page 6 of your Registration Statement were financed in whole or in part by
the issuance of securities of the company.  Refer to Item 701 of Regulation S-K for
guidance.
Item 11. Description of Registrant’s Securities to be Registered, page 37
24.We note that each share of your Series A Convertible Preferred Stock may be converted
into ten (10) shares of $0.001 par value common stock.  Please revise to disclose if there
are any conditions on a holder's right to convert preferred shares.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
Note 2. Summary of Significant Accounting Policies
Liquidity, page F-7
25.Please provide us your analysis that supported the conclusion that management’s plans
alleviated the substantial doubt about Reliance Global Group Inc.’s ability to continue as a
going concern considering the large working capital deficit and continuing negative

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 Comapany NameReliance Global Group, Inc.
 July 16, 2020 Page 6
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Reliance Global Group, Inc.
July 16, 2020
Page 6
operating cash flows.
26.Please ensure that your disclosure includes appropriate specificity and detail to allow an
investor to understand how management’s plans alleviated the substantial doubt.  To the
extent that your conclusion changes in future periods, please revise your disclosure as
appropriate.  Refer to ASC 205-40-50-12 through 50-14 for guidance.
Revenue Recognition, page F-9
27.We note your disclosure that you receive override commissions from health insurance
carriers for achieving certain objectives.  We also note disclosure on page 19 that you
receive profit-sharing contingent commissions paid by insurance companies based upon
the profitability, volume and/or growth of the business generally during the prior year and
that profit-sharing contingent commissions and override commissions materially affect
your revenues.  Please revise your accounting policy disclosure to explain how you
recognize revenue for both override and profit-sharing commissions.  Please revise to
disclose disaggregated revenues for all periods presented for your commissions, override
commissions, profit-sharing contingent commissions and any other appropriate category
pursuant to ASC 606-10-50-5.
Note 4. Investment in NSURE, Inc., page F-14
28.Please tell us how you determined that the cost method was appropriate for your
investment in NSURE, Inc. common stock.  Specifically, tell us why you do not measure
your investment in the equity securities of NSURE, Inc. at fair value with unrealized
holding gains and losses included in earnings based on the guidance in ASC 321-10-35-1.
Please revise your disclosure to more clearly explain the basis for your accounting
policies.
Notes to the Consolidated Financial Statements and Predecessor Combined Financial Statements
Note 1. Organization and Description of Business, page F-32
29.We note the following disclosure on page F-32:
•On August 1, 2018, a related party to Reliance Holdings, US Benefits Alliance, LLC
(“USBA”) acquired certain properties and assets of the insurance businesses of
Family Health Advisors, Inc. and Tri Star Benefits, LLC.
•Also, on August 1, 2018, Employee Benefits, Solutions, LLC, (“EBS”), a related
party, acquired certain properties and assets of the insurance business of Employee
Benefit Solutions, Inc.
•Based on disclosure in Note 3 beginning on page F-39, it appears that these
transactions were accounted for using purchase accounting.
•These transactions are referred to as the “Common Control Transactions.”
•You disclose that the Common Control Transactions resulted in a n