SecProbe.io

CORRESP
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filename1.htm

    Paul D. Chestovich

    Direct Dial: (612) 672-8305

    Direct Fax: (612) 642-8305

    paul.chestovich@maslon.com

May 13, 2016

Via Edgar

    Mr. Mark
P. Shuman

        Branch Chief – Legal

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, DC 20549

    Re:
    Creative
                                         Realities, Inc. (the “Company”)

        Registration
        Statement on Form S-1

        Filed
        on February 11, 2016

        File
        No. 333-209487

Dear Mr. Shuman:

This letter responds on behalf of the Company
to your comment letter dated March 9, 2016, with respect to above-referenced filing made by the Company with the Securities and
Exchange Commission (the “Commission”). To facilitate your review, we have included in this letter your original comments
(in bold) followed by our responses.

General

 1. Schedule
                                         A, paragraph 16 of the Securities Act of 1933 and Item 501(b)(3) of Regulation S-K require
                                         that you disclose the price at which the securities will be sold. Given the lack of an
                                         established market for your securities, please disclose the fixed price at which the
                                         selling shareholders will sell the shares covered by the prospectus. We will not object
                                         if you state that the securities will be sold at the disclosed fixed price until your
                                         shares are listed on a recognized inter-dealer quotation system (e.g., the OTC Bulletin
                                         Board) and thereafter at prevailing market prices or privately negotiated prices. Please
                                         make corresponding changes throughout the prospectus.

RESPONSE: We have updated the filing to reflect the fixed
price of $0.28 per share, at which price the selling shareholders will sell the shares covered by the prospectus. We also
have included a statement indicating that the selling shareholders may begin to sell the shares covered by the prospectus at
prevailing market prices or privately negotiated prices at such time as the Company is listed on a recognized inter-dealer
quotation system.

Mr. Mark P. Shuman

Attorney-Advisor

Securities and Exchange Commission

Page 2

May 13, 2016

Facing Sheet

 2. We
                                         note that you did not check the box indicating that you are offering the securities on
                                         a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933.
                                         Your disclosure on page 36 indicates, however, that selling shareholders will be selling
                                         their shares from time to time. Please advise or revise.

RESPONSE: We have revised the filing to check the box indicating
the Company is offering the shares covered by the prospectus on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933.

Cover Page

 3. Please
                                         disclose that you have a currently-effective registration statement and provide the number
                                         of shares available.

RESPONSE: We have updated the filing to disclose the
Company’s  effective registration statement on Form S-1/A (registration no. 333-201806) relating to the resale of
34,134,781 shares of  the Company’s common stock, all of which shares of common stock are available for purchase as of
May 13, 2016.

Prospectus Summary

The Offering, page 13

 4. Please
                                         revise your disclosure in this section to indicate the number of shares that you are
                                         registering as a result of each transaction. We note, for example, that you do not indicate
                                         the number of shares that you are registering with regard to the:

 ● Promissory
                                         note issued June 23, 2015 in the principal amount of $400,000;

 ● Promissory
                                         note issued June 23, 2015 in the principal amount of $584,506;

 ● Factoring
                                         agreement entered into on October 15, 2015;

 ● Secured
                                         convertible promissory note issued October 26, 2015; and

 ● Secured
                                         convertible promissory notes issued December 28, 2015;

The
number of shares described in your revised disclosure should equal the number of shares in the fee table.

RESPONSE: The Company is not registering any shares as a
result of the factoring agreement entered into on October 15, 2015 and we have revised the filing to move the description of
the factoring agreement under the heading “Financing Transactions” in the Prospectus Summary.

Mr. Mark P. Shuman

Attorney-Advisor

Securities and Exchange Commission

Page 3

May 13, 2016

We have updated the filing to reflect the number of shares
to be  registered with regard to the following transactions, which include a breakdown of two October 15, 2015
transactions (other than the factoring agreement):

 ● Promissory
                                         note issued June 23, 2015 in the principal amount of $400,000 (we are registering 640,000
                                         shares issuable upon exercise of the warrant and 1,791,311 shares issuable upon exercise
                                         of convertible promissory note);

 ● Promissory
                                         note issued June 23, 2015 in the principal amount of $584,506 (the Company is registering 935,210
                                         shares issuable upon exercise of the warrant and 2,617,580 shares issuable upon exercise
                                         of convertible promissory note);

 ● Promissory
                                         Note issued October 15, 2015 (the Company is registering 892,857 shares issuable upon exercise
                                         of the warrant and 2,160,714 shares issuable upon exercise of convertible promissory
                                         note);

 ● Promissory
                                         Note issued October 15, 2015 (the Company is registering 267,857 shares issuable upon exercise
                                         of the warrant and 648,214 shares issuable upon exercise of convertible promissory note);

 ● Secured
                                         convertible promissory note issued October 26, 2015 (the Company is registering 535,714 shares
                                         issuable upon exercise of the warrant and 1,296,429 shares issuable upon exercise of
                                         convertible promissory note);

 ● Secured
                                         convertible promissory notes issued December 28, 2015 (the Company is registering 2,232,143 shares
                                         issuable upon exercise of warrants and 5,275,928 shares issuable upon exercise of convertible
                                         promissory notes);

 ● Exchange
                                         Agreement entered into December, 2015 (the Company registered 975,000 shares issued in connection
                                         with the Exchange Agreement); and

    ●
    Secured convertible promissory note issued April 14, 2016 (the Company is registering 892,857 shares issuable upon exercise of warrants and 2,110,371 shares issuable upon exercise of convertible promissory notes).

The shares
issuable upon conversion of promissory notes assume for purposes of the filing the maximum amount of interest is converted.

Use of Proceeds, page 14

 5. Please
                                         disclose how you intend to use the proceeds, if any, that you might receive upon the
                                         exercise of outstanding warrants. Refer to Item 504 of Regulation S-K.

RESPONSE: The Company will use proceeds, if any, it might
receive upon the exercise of outstanding warrants for general corporate and working capital purposes, or for other purposes
that the Company’s Board of Directors, in its good faith, deems to be in the best interest of the Company. We have
updated the filing to include this information.

Management’s Discussion and Analysis of Financial Condition
and Results of Operation, page 14

 6. When
                                         you update your financial statements in accordance with Item 8.08 of Regulation S-X,
                                         please revise the disclosure in this section of your offering document to provide a discussion
                                         of your recently completed fiscal year. Refer to Item 303 of Regulation S-K.

RESPONSE: We have updated the filing to provide a discussion of
the Company’s most recently completed fiscal year.

Mr. Mark P. Shuman

Attorney-Advisor

Securities and Exchange Commission

Page 4

May 13, 2016

Executive Compensation, page 27

 7. Please
                                         update this section to include compensation disclosure for the 2015 fiscal year. Refer
                                         to Item 402 of Regulation S-K.

RESPONSE: We have updated the filing to include compensation disclosure
for the 2015 fiscal year.

Security Ownership of Certain Beneficial Owners and Management,
page 30

 8. By
                                         footnote or otherwise, please clarify how the table accounts for the shares of common
                                         stock underlying the Series A and Series A-1 Convertible Preferred Stock. In this regard,
                                         we note that each share of preferred stock is entitled to two and one-half votes per
                                         share. We also note that the total number of common shares beneficially owned by Mr.
                                         Mills does not account for the additional voting rights of the preferred shares that
                                         he owns.

RESPONSE: The Series A and Series A-1 Convertible Preferred Stock
votes on an as-converted basis. Holders of Series A and Series A-1 Convertible Preferred Stock may convert their preferred shares
into common shares at a conversion rate of $0.255 per share, subject, however, to full-ratchet price protection in the event
that  the Company issues common stock below the then-current conversion price.

We have revised the filing to add footnotes indicating the beneficial
ownership (on an as-converted basis) of preferred stock, if any, of each entity or person included in the beneficial ownership
table. In addition, we have removed the statement that each share of preferred stock is entitled to two and one-half votes per
share.

Selling Shareholders, page 32

 9. In
                                         your table, please include all the columns required by Item 507 of Regulation S-K, such
                                         as the number of shares held after the completion of the offering.

RESPONSE:
We have updated the filing to include a column indicating the number of shares held after the completion of the offering and we
have included a statement that, other than RFK Communications LLC, the voting and investment power of which is controlled by Richard
Mills, the Company’s chief executive officer, and Lincoln Road Media Partners LLC, the voting and investment power of which
is controlled Eric Bertrand, a director of the Company, none of the persons or entities named in the table below are an officer
or affiliate of, nor do any of them have a material relationship with, the registrant or any of its predecessors or affiliates,
as required by Item 507 of Regulation S-K.

 10. Please
                                         disclose the natural persons that have voting or dispositive power over the shares held
                                         by the entities in your table. For guidance, refer to Question 140.02 of the Regulation
                                         S-K Compliance and Disclosure Interpretations.

RESPONSE: We have updated the filing to disclose the natural persons
that have voting or dispositive power over the shares held by the entities in the Selling Shareholder table.

Mr. Mark P. Shuman

Attorney-Advisor

Securities and Exchange Commission

Page 5

May 13, 2016

 11. The
                                         aggregate number of shares in your table that will be offered by the selling shareholders
                                         differs from the number of shares in the fee table and throughout your prospectus. Please
                                         reconcile.

RESPONSE: We have updated the filing to reconcile the number of
shares that will be offered by the selling shareholders, which number is 23,727,184.

 12. Tell
                                         us whether any of the entities in your table are broker-dealers or affiliate of broker-dealers.

RESPONSE: None of the entities in the selling shareholder table
are broker-dealers or affiliates of broker-dealers. We have included a statement to that effect in the Selling Shareholder section
of the filing.

Item 15. Recent Sales of Unregistered Securities, page II-1

 13. Please
                                         disclose the October 26, 2015 transaction and the December 2015 issuance of 975,000 shares
                                         that you describe on page 4, in accordance with Item 701 of Regulation S-K.

RESPONSE: We have updated the Recent Sale of Unregistered Securities
section of the filing to disclose in Item 15 the October 26, 2015 transaction and the December 2015 issuance of 975,000 shares.

Item 16. Exhibits and Financial Statement Schedules, page II-3

Exhibit 5.1

 14. The
                                         opinion states that the registration statement includes 13,775,596 shares issued upon
                                         conversion of the promissory notes and accrued interest and 5,680,804 issued upon exercise
                                         of warrants. This amount does not equal the total number of shares in the first paragraph
                                         of the opinion or in the fee table. Please file a revised opinion.

RESPONSE: We have revised the opinion to state that the
registration statement includes 15,900,546 common shares issuable on account of convertible promissory notes and accrued
interest thereon, 6,396,638 common shares issuable upon the exercise of certain warrants and 975,000 currently issued and
outstanding common shares.

Mr. Mark P. Shuman

Attorney-Advisor

Securities and Exchange Commission

Page 6

May 13, 2016

Signatures, page II-6

 15. Please
                                         revise to indicate the person signing in the capacity of the principal executive officer.
                                         Refer to Instruction 1 under the “Signatures” portion of Form S-1.

RESPONSE: We have revised the filing to indicate the person signing
is Richard Mills, in the capacity of the chief executive officer of the Company.

*   *   *   *

As requested in your March 9, 2016, comment
letter, the Company hereby acknowledges as follows:

 [1] 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;

 [2] the