United States securities and exchange commission logo
August 10, 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.
Registration
Statement on Form S-1
Filed July 29, 2020
File No. 333-240161
Dear Mr. Nissenson:
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 July 29, 2020
Exhibits, page II-3
1. Refer to Exhibit 5.1.
Please have counsel revise its legality opinion to address the
following:
Please revise to
refer to the correct par value of your shares, which is $0.0001 per
share according to
your certificate of incorporation.
We note that the
company is incorporated in Delaware, but counsel's legality opinion
"is limited to the
federal securities laws of the United States of America and the
corporate laws of
the State of Nevada...." Please provide an opinion of counsel on
the legality of the
shares being registered under the appropriate state law.
Guy Nissenson
Creations, Inc.
August 10, 2020
Page 2
We note that the legality opinion states that the Shares are
duly authorized, validly
issued, fully paid and non-assessable . . . . We also note
that the opinion defines
Shares as including the entire 3,117,278 shares covered by
the registration
statement. As up to 1,558,639 of the Shares have not yet
been issued, please revise
your legality opinion to indicate in the penultimate paragraph
the number of shares
that are outstanding and the number that "will be" outstanding.
Signatures, page II-4
2. Please revise your Signatures page to address the following:
We note your reference to "Amendment No. 2." Please ensure that
your Signatures
page refers to the correct filing.
Instruction 1 to the Signatures of Form S-1 requires signatures
of your principal
executive officer or officers, your principal financial officer,
your controller or
principal accounting officer and at least a majority of the board
of directors or
persons performing similar functions. It appears, however, that
you have provided the
signature on behalf of the registrant only. Please revise the
signature page to include
the second signature block and the related statement, as required
by Instruction 1. In
this respect, please note that Mr. Nissenson s signature line
must indicate each
capacity in which he serves.
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 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.
FirstName LastNameGuy Nissenson Sincerely,
Comapany NameCreations, Inc.
Division of
Corporation Finance
August 10, 2020 Page 2 Office of
Finance
FirstName LastName