11650 South State Street, Suite 240
Draper, UT 84020
PH (801) 816-2522
FAX (801) 816-2537
December 16, 2016
VIA EMAIL AND EDGAR
Suying Li - Staff Accountant
Angela Lumley–Staff Accountant
Ruairi Regan
David Link
John Reynolds - Assistant Director
U.S. Securities & Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C. 20549
DrazanE@SEC.GOV
Re: CROE, Inc.
Registration Statement on Form S-1
Originally Filed October 21, 2016, as amended
File No. 333-214187
Acceleration Request
Requested Date: December 19, 2016
Requested Time: 2:00 PM Eastern Time
Dear Sirs/Mesdames:
CROE, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statement on Form S-1 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
The Registrant hereby authorizes John D. Thomas, Esq., counsel to the Registrant, to orally modify or withdraw this current request for acceleration.
The Registrant hereby acknowledges that:
| • | should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
U.S. Securities & Exchange Commission
Division of Corporate Finance
December 16, 2016
Page 2
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant may not assert the 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 requests that it be notified of such effectiveness by a telephone call to Mr. Thomas at (801) 816-2536.
Very truly yours,
CROE, INC.
/s/ Deborah Thomas
Deborah Thomas
Chief Executive Officer