United States securities and exchange commission logo
July 27, 2020
Guy Nissenson
Chief Executive Officer and Chief Financial Officer
Creations, Inc.
c/o Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37th Floor
New York, NY 10036
Re: Creations, Inc.
Amendment No. 2 to
Draft Registration
Statement on Form S-1
Submitted July 14,
2020
CIK No. 0001795938
Dear Mr. Nissenson:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1
Risk Factors, page 4
1. Given the potential
material impact on future operations, liquidity and financial position,
please revise your next
amendment to include a risk factor related to coronavirus
(COVID-19).
Special Note Regarding Forward-Looking Statements, page 11
2. We note your revisions
in response to comment 1. Please further revise to remove your
statement that
investors should assume that the information appearing in this prospectus
Guy Nissenson
Creations, Inc.
July 27, 2020
Page 2
is accurate as of the date on the front cover of this prospectus only.
This statement may
suggest to investors that you are not responsible for omissions of
material facts necessary
to make your statements not misleading at the time of sale or contract
of sale.
Selling Stockholders, page 12
3. We note your response to comment 2 and revised disclosure that Adam
Breslawski is an
affiliate of a broker-dealer. Please note that a selling stockholder
who is an affiliate of a
broker-dealer must be identified in the prospectus as an underwriter
unless the prospectus
states, if true, that:
the selling stockholder purchased the shares being registered for
resale in the ordinary
course of business; and
at the time of the purchase, the selling stockholder had no
agreements or
understandings, directly or indirectly, with any person to
distribute the securities.
Please revise as appropriate.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview - Results of Operations for the quarter ended March 31, 2020 and 2019,
page 15
4. Please revise your next amendment to present the most recent period
first (March 31,
2020) for G&A Expenses to align with other disclosures throughout MD&A
where the
most recent period is listed first in the columnar format.
5. We note you had material increases in services and professional fees
in the periods
presented. Please revise your next amendment to include more fulsome
disclosure related
to the increase in services and professional fees in the three months
ended March 31, 2020
as compared to the three months ended March 31, 2019 and the year
ended December 31,
2019 as compared to the year ended December 31, 2018. Your disclosure
should provide
an analysis of material events explaining the underlying reasons for
the period-to-period
changes and the underlying reasons for the changes.
Condensed Consolidated Financial Statements as of March 31, 2020
Notes to Condensed Consolidated Financial Statements
Note 1 - General, page F-7
FirstName LastNameGuy Nissenson
6. Please revise your next amendment to provide clarity regarding your
disclosure that you
Comapany NameCreations,
anticipate COVID-19Inc. will have a material impact on future results of
operations but will
July 27,not have
2020 a material
Page 2 effect on your liquidity or financial position.
FirstName LastName
Guy Nissenson
FirstName LastNameGuy Nissenson
Creations, Inc.
Comapany
July NameCreations, Inc.
27, 2020
July 27,
Page 3 2020 Page 3
FirstName LastName
You may contact David Irving, Staff Accountant, at (202) 551-3321 or
Sharon Blume,
Accounting Branch Chief, at (202) 551-3474 if you have questions regarding
comments on the
financial statements and related matters. Please contact David Lin, Staff
Attorney, at (202) 551-
3552 or Michael Clampitt, Senior Counsel, at (202) 551-3434 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Finance