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
 Ezra Beyman
FirstName LastNameEzra   Beyman
Reliance Global Group, Inc.
Comapany 4,
November  NameReliance
             2020        Global Group, Inc.
November
Page 2    4, 2020 Page 2
FirstName LastName
         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.
 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
FirstName LastNameEzra Beyman
       accuracy. Additionally, it may be helpful to always use an entity's name
as opposed to
Comapany    NameReliance
       referring             Global Group,
                  to "the Company"   since itInc.
                                              appears "the Company" is not
consistently referring to
       the same
November          entity.
            4, 2020  Page 3
FirstName LastName
 Ezra Beyman
FirstName LastNameEzra   Beyman
Reliance Global Group, Inc.
Comapany 4,
November  NameReliance
             2020        Global Group, Inc.
November
Page 4    4, 2020 Page 4
FirstName LastName

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.
 Ezra Beyman
FirstName LastNameEzra   Beyman
Reliance Global Group, Inc.
Comapany 4,
November  NameReliance
             2020        Global Group, Inc.
November
Page 5    4, 2020 Page 5
FirstName LastName
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
 Ezra Beyman
FirstName LastNameEzra   Beyman
Reliance Global Group, Inc.
Comapany 4,
November  NameReliance
             2020        Global Group, Inc.
November
Page 6    4, 2020 Page 6
FirstName LastName
         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
 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 your
      insurance agencies (i.e. former reporting units) and regularly reviewed
by the executive
      who is responsible for the operations of the insurance agencies, as
disclosed on page F-
      49. It appears that this executive is the segment manager, as defined in
ASC 280-10-50-
      7. If discrete financial information at the insurance agency level is not
available or
      regularly reviewed by the segment manager, please describe the discrete
financial
      information reviewed to manage the insurance agencies. Refer to ASC
350-20-35-33 for
      guidance.
        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.

       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,
FirstName LastNameEzra Beyman
                                                                  Division of
Corporation Finance
Comapany NameReliance Global Group, Inc.
                                                                  Office of
Finance
November 4, 2020 Page 7
cc:       Jolie Kahn, Esq.
FirstName LastName