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SEC Comment Letter for CREATIVE REALITIES, INC. (CREX) (CIK 0001356093) (CREX) — Sep 29, 2009

CREATIVE REALITIES, INC. (CREX) (CIK 0001356093)
Date: Sept. 29, 2009 · CIK: 0001356093 · Accession: 0000000000-09-054723

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File numbers found in text: 333-161700

Date
September 22, 2009
Author
Maryse Mills-Apenteng
Form
UPLOAD
Company
CREATIVE REALITIES, INC. (CREX) (CIK 0001356093)

Letter

Mail Room 4561 September 22, 2009 Darin P. McAreavey Vice President and Chief Financial Officer Wireless Ronin Technologies, Inc. 5929 Baker Road, Suite 475 Minnetonka, Minnesota 55345 Re: Wireless Ronin Technologies, Inc. Registration Statements on Form S-3 Filed on September 3, 2009 File No. 333-161700 Dear Mr. McAreavey:

We have limited our review of the above-refe renced Form S-3 registration statement of Wireless Ronin Technologies, Inc. to the disclosure item identified below and have the following comment.

Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filing. We welcome any questions you may ha ve about our comment or on any other aspect of our review and look forward to working with you. Feel free to call us at the telephone numbers listed at the end of this letter. General

1. We note that there are outstanding comme nts on the Form 10-K for the period ended December 31, 2008. Please be advised that we will not declare the registration statement effective until all outstanding comments have been resolved.

We urge all persons who are responsible for th e 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 comp any and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made.

Darin P. McAreavey Wireless Ronin Technologies, Inc. September 22, 2009 Page 2

Notwithstanding our comment, 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 th e staff, acting pursuant to de legated authority, declare the filing effective, it does not foreclose the Co mmission 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 this action 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 advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divisi on of Corporation Finance in connection with our review of your filing or in re sponse 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 accelera tion are aware of their respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offeri ng of the securities specified in the above registration statement. We w ill act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rule 461 rega rding requesting accelera tion of a registration statement. Please allow adequate time after the filing of any amendments for further review before submitting a request for acceleration. Plea se provide this request at least two business days in advance of the requested effective date.

Please direct all questions to Stephani Bouvet at 202-551-3545 or, in he r absence, to me at 202-551-3457. If you still require further assist ance, please contact Barbara C. Jacobs, Assistant Director, at 202-551-3735. S i n c e r e l y , Maryse Mills-Apenteng Special Counsel cc: Via facsimile: 612-977-8650

Brett D. Anderson, Esq. Briggs and Morgan, P.A.

Show Raw Text
Mail Room 4561          September 22, 2009   Darin P. McAreavey Vice President and Chief Financial Officer Wireless Ronin Technologies, Inc. 5929 Baker Road, Suite 475 Minnetonka, Minnesota 55345
 Re:    Wireless Ronin Technologies, Inc.
  Registration Statements on Form S-3
  Filed on September 3, 2009   File No. 333-161700
Dear Mr. McAreavey:

We have limited our review of the above-refe renced Form S-3 registration statement of
Wireless Ronin Technologies, Inc. to the disclosure item identified below and have the following
comment.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We welcome any questions you may ha ve about our comment or on any other aspect
of our review and look forward to working with  you.  Feel free to call us at the telephone
numbers listed at the end of this letter.  General

1. We note that there are outstanding comme nts on the Form 10-K for the period ended
December 31, 2008.  Please be advised that we will not declare the registration statement effective until all outstanding comments have been resolved.

We urge all persons who are responsible for th e 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 comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Darin P. McAreavey
Wireless Ronin Technologies, Inc. September 22, 2009
Page 2

Notwithstanding our comment, 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 th e staff, acting pursuant to de legated authority, declare the
filing effective, it does not foreclose the Co mmission 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 this action 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in re sponse 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 accelera tion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement.  We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rule 461 rega rding requesting accelera tion of a registration
statement.  Please allow adequate  time after the filing of any amendments for further review
before submitting a request for acceleration.  Plea se provide this request at least two business
days in advance of the requested effective date.

Please direct all questions to Stephani Bouvet at  202-551-3545 or, in he r absence, to me at
202-551-3457.  If you still require further assist ance, please contact Barbara C. Jacobs, Assistant
Director, at 202-551-3735.
        S i n c e r e l y ,
   Maryse Mills-Apenteng    Special Counsel
 cc:   Via facsimile:  612-977-8650

Brett D. Anderson, Esq. Briggs and Morgan, P.A.