SecProbe.io

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Room 4561

      May 27, 2005

Robert B. Turner
Merchandise Creations, Inc.
4704 Towne Square Drive, #2626
Plano, TX 75024

      RE:	Merchandise Creations, Inc
   Registration Statement on Form SB-2
   Filed April 29, 2005
   File No. 333-124460

Dear Mr. Turner:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any question you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please advise of the need for any blue sky registration.
2. A review of the business plan as well as the surrounding facts
contained in the registration statement, raises a question as to
whether Merchandise Creations is a "blank check" company, which is
required to conduct its offering in compliance with the provisions
of
Rule 419.  For example, we note you have generated no revenues to
date, have only one client and have not identified any other
potential clients.  If Merchandise Creations believes that it does
not fall within the definition of a blank check company, enhanced
disclosure to demonstrate its status as a non-blank check company
should be included in the registration statement.  In this regard,
you should revise your statement on page 14 to indicate whether
you
have any current plans, arrangements, commitments or
understandings
to engage in a merger or acquisition with any identified company.
3. We note that Savoy Financial Group accepted appointment as
agent
for service.  Please advise if Savoy Financial has or will provide
additional services to Merchandise Creations.

Registration Statement Cover Page
4. Please tell us why counsel`s address is listed as Las Vegas,
Nevada on the registration statement cover page but as Newport
Beach,
California in the legality opinion.

The Company, page 3
5. Revise this section to briefly discuss why you believe the
$29,650
in funds received from the selling security holders is sufficient
to
support your operations for the next 12 months.
The Offering, page 4
6. We note your intent to be quoted on the OTC Bulletin Board or
another quotation medium.  Please revise your "Management`s
Discussion" section to describe your efforts in obtaining listing
and
the costs associated with such listing.  Further, please revise
any
references to the OTC Bulletin Board to state that the OTC
Bulletin
Board is maintained by NASDAQ.
Risk Factors, page 6
7. Clarify in the first paragraph of this section that you discuss
all "material" risks.

Our Sole Officer and Directors Works for Us..., page 6
8. Please disclose the percentage of time Mr. Tuner has been and
intends to allocate to Merchandise Creations in the future.

We Have One Merchandising Agreement..., page 7
9. Please revise to summarize the material termination provisions
of
the merchandising agreement and describe how such provisions might
materially affect Merchandise Creations.  Ensure that your
expanded
disclosure includes a discussion of the fact that either party can
terminate with 30 days written notice.

Conflicts of Interest Faced by Top Management..., page 8
10. We note that your sole officer and director, Mr. Turner, will
only be spending a fraction of his time working for Merchandise
Creations.  Since it appears that your business relates to the
promotion of artists in the music industry, and since Mr. Turner
has
experience in music and movies, please discuss whether Mr. Turner
will present any future business opportunities that might arise to
Merchandise Creations.  Further, as it appears from your
disclosure
that you have made determinations that Mr. Turner will be allowed
to
pursue other business opportunities that are similar to those of
Merchandise Creations, please provide us with an analysis of how
this
would be compatible with the Doctrine of Corporate Opportunities
as
Nevada law applies this duty to controlling persons, officers and
directors.  Finally, tell us the functions and operations of Film
Creations & Distribution and Mr. Turner`s role in that business,
including the percentage of time Mr. Turner devotes to Film
Creations
vs. Merchandise Creations.
11. Please also revise to include risk factors that address the
following, if appropriate:
* The risks associated with utilizing manufacturers abroad, as
stated
in your prospectus summary.

* Additional risk factors that enhance your discussion of the
risks
associated with not carrying out the various portions of your full
business service.

* Separate risk factor disclosure that discusses the ramifications
of
excess inventory and lost sunk costs associated with assuming
responsibility for sales of merchandise for your artists.

* Disclosure that discusses Mr. Turner`s financial accounting
experience, as well as any risks associated with having only one
individual perform the functions of all directors and executives.
For example, the risks associated with the adequacy of disclosure
controls and procedures due to the fact that Merchandise Creations
is
managed by a sole director/officer who will monitor and ensure
compliance with the controls that he has created.

Determination of Offering Price, page 9
12. Please provide the information required by Item 505(a) of
Regulation S-B, or conversely state, as disclosed in the second
paragraph of the "Offering Section" on page 4 that you arbitrarily
determined the offering price selling security holders paid for
their
shares.

Selling Security Holders, page 9
13. Please note that disclosure regarding all material
transactions
with a selling security holder that took place within the past
three
years must be provided to conform to the requirements of Item 507
of
Regulation S-B.  While we note references to the March 2005
private
placement in the section of your registration statement titled
"Recent Sales of Unregistered Securities," you should expand this
section to provide similar disclosure.

Legal Proceedings, page 11
14. Please confirm that Item 401(d)(1) of Regulation S-B is not
applicable.

Directors, Executive Officers, Promoters and Control Persons, page
12
15. Please disclose in greater detail in this section and augment
your risk factors to disclose the specific experience that Mr.
Turner
has in financial accounting and preparation of reports under the
Exchange Act.
16. Please enhance your disclosure to discuss whether or not Mr.
Turner has any  specific experience in music media sales and
distributions since it appears much of his experience is with
visual
media.
17. Please tell us whether any company with whom Mr. Turner is
affiliated is conducting or proposes to conduct an offering of
securities.

Description of Securities,

Reports, page 13
18. We note that your disclosure indicates that Merchandise
Creations
will furnish security holders with annual financial reports and
that
it may, in its discretion, furnish quarterly reports.  Please
revise
to more clearly indicate that you will make all filings required
by
the Exchange Act of 1934 and confirm your understanding that this
requires the filing of quarterly, as well as annual reports.

Description of Business

Principal Products and Services and Principal Markets, page 15
19. Note 1 to your financial statements indicates that you will
supply the means to sell your merchandise, including the provision
of
merchandise equipment and sales and credit machines.  However, we
note from your business section that Missing Link will provide all
equipment and personnel necessary to effect sales of merchandise.
Please tell us why the business plan, as described in your notes
to
financials, differs from the business plan described throughout
the
rest of your filing and advise as to whether fixed costs such as
costs of credit machines and the purchase of display apparatus are
included in your estimates of costs for the next 12 months or
whether
Missing Link will be responsible for all such costs.
20. We note disclosure in Note 1 to your financial statements
indicating that Merchandise Creations will be "setting up the
escrow
accounts."  Please tell us why no discussion of this service is
included in this section and what "setting up escrow accounts"
entails.

Industry background and competition, page 16
21. Please discuss in materially complete terms your relative
position in the current market in which you operate, including
quantitative and qualitative information  to the extent known.
Further, it appears as if certain of your competitors as listed in
your "Risk Factors" section, are based in Dallas.  Please revise
to
indicate whether your major competitors compete with you locally,
state-wide or nationally.

Management`s Discussion and Plan of Operation, page 17
22. Please provide greater specificity as to the costs involved in
each step of your sales, marketing, and business development plans
as
opposed to the general information currently contained in this
section indicating that $9,000 will be sufficient for all
marketing
activities over the next 12 months.  Consider the specific costs
of
printed brochures, fostering relationships with third party
manufacturers, and each of the other steps you plan to take in
expanding your business, including travel, entertainment and
overhead
expenses.
23. As a follow-up to the comment above, you should include a
reasonably detailed discussion of the current rate at which you
are
using capital in operations.  While we note the table you have
provided on page 18, it is not clear from your disclosure how much
of
the estimated amounts have already been used and how much will be
needed over the next twelve months.  Revise accordingly.
Additionally, revise to prioritize the payment of future expenses.
24. Please advise as to the basis for your estimated SEC reporting
expenses, yearly accounting and legal fees, and offering expenses.
Please revise your disclosure to provide a discussion for each of
the
services provided or that will be provided.
25. We note your reference to Mr. Laurent on page 19.  Revise to
more
clearly indicate who Mr. Laurent is and how he is related to
Merchandise Creations.

Certain Relationships and Related Transactions, page 19
26. Please confirm that no person could be deemed a promoter in
connection with Merchandise Creations.  See Item 404(d) of
Regulation
S-B.
27. We note that while the selling security holders purchased
their
shares for $.05/share, and while the shares are being offered at
$.05/share, Mr. Turner received his shares at the par value of
$.001/share.  Please revise this section to clearly indicate that
Mr.
Turner`s shares were issued at par value and to better explain why
his services were valued at $10,000.
28. As a follow-up to the comment above, we note that Note 3 to
the
financial statements indicates that the Company issued 10,000,000
shares to Mr. Turner for cash of $10,000, while the disclosure in
this section indicates that the shares were issued in exchange for
services provided.  Please revise or advise as appropriate.
29. If available, please file as an exhibit to the registration
statement any agreement governing the terms of the stock issuance
to
Mr. Turner.

Executive Compensation, page 20
30. Please revise the table in this section to reflect the payment
of
$10,000 in stock to Mr. Turner for services rendered.  See Item
402(b) of Regulation S-B and Instruction 2 to Item
402(b)(2)(iii)(A)
and (B).

Audited Financial Statements for the Year Ended December 31, 2004,
page 21
31. Please update the financial statements to comply with Item
310(g)
of Regulation S-B.

Recent Sales of Unregistered Securities, page 33
32. Please tell us whether the purchasers in the March 2005
private
placement had the opportunity to ask questions of Merchandise
Creations.

Exhibits

Consent
33. Please revise and update the consent to correctly identify the
name of the registrant.  The report date is also now incorrectly
stated.

Legal Opinion
34. The second to last paragraph of the legal opinion indicates
that
the 593,000 shares being registered are offered by "the Company."
Please revise to indicate that such shares are being offered by
selling security holders.  Additionally, the opinion indicates
that
the shares "will be" legally issued, fully paid and non-
assessable.
The opinion should be revised to reflect that the shares have
already
been issued.
35. We note disclosure in your legal opinion that she had examined
The Subscription Agreement.  Please tell us why this agreement was
not filed as an exhibit.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amend