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.
 Alex Blumenfrucht
FirstName  LastNameAlex  Blumenfrucht
Reliance Global Group, Inc.
Comapany
July       NameReliance Global Group, Inc.
     16, 2020
July 16,
Page  2 2020 Page 2
FirstName LastName
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.
 Alex Blumenfrucht
FirstName  LastNameAlex  Blumenfrucht
Reliance Global Group, Inc.
Comapany
July       NameReliance Global Group, Inc.
     16, 2020
July 16,
Page  3 2020 Page 3
FirstName LastName
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
 Alex Blumenfrucht
FirstName  LastNameAlex  Blumenfrucht
Reliance Global Group, Inc.
Comapany
July       NameReliance Global Group, Inc.
     16, 2020
July 16,
Page  4 2020 Page 4
FirstName LastName
         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.
 Alex Blumenfrucht
FirstName  LastNameAlex  Blumenfrucht
Reliance Global Group, Inc.
Comapany
July       NameReliance Global Group, Inc.
     16, 2020
July 16,
Page  5 2020 Page 5
FirstName LastName
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
 Alex Blumenfrucht
FirstName  LastNameAlex  Blumenfrucht
Reliance Global Group, Inc.
Comapany
July       NameReliance Global Group, Inc.
     16, 2020
July 16,
Page  6 2020 Page 6
FirstName LastName
         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
new basis of
             accounting beginning on August 1, 2018.
         Please tell us why you refer to these transactions on August 1, 2018
as the common
 Alex Blumenfrucht
Reliance Global Group, Inc.
July 16, 2020
Page 7
      control transactions when you appear to use purchase accounting. Also,
please explain
      why the transactions should result in a new basis of accounting beginning
on August 1,
      2018 which results in the predecessor period (January 1, 2018 - July 31,
2018)
      representing the financial results of the three acquired entities prior
to acquisition. Please
      provide us with the accounting guidance you considered in making your
determination.
Item 14. Changes In and Disagreements with Accountants on Accounting and
Financial
Disclosure, page 43

30.   We note that a new auditor (Mazars USA LLP) performed the audit of your
financial
      statements for the period ended December 31, 2019. Please revise to
provide all of the
      information required by Item 304 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.

       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 Michael Clampitt at 202-551-3434 with
any other
questions.



                                                             Sincerely,
FirstName LastNameAlex Blumenfrucht
                                                             Division of
Corporation Finance
Comapany NameReliance Global Group, Inc.
                                                             Office of Finance
July 16, 2020 Page 7
cc:       Jolie Kahn, Esq.
FirstName LastName