SecProbe.io

Mail Stop 3561
        November 16, 2016

Via E -mail
Deborah Thomas
Chief Executive Officer
Croe, Inc.
11650 South State St., Ste. 240
Draper, Utah 84020

Re: Croe, Inc.
Registration Statement on Form S -1
Filed October 21, 2016
  File No. 333 -214187

Dear Ms.  Thomas:

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 amendme nt 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.   Unless we note
otherwise, our references to prior comments are to comments in our August 18, 2015 letter .
General
1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, pr esent to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
Cover page
2. We note your disclosure on the cover page that the selling stock holders will sell their
shares of your com mon stock at a price of $0.05 per share until your common stock is
quoted on the OTC Markets quotation service.  If you intend to seek to have the price of
your securities quoted in an over -the-counter marketplace, we would not object to
disclosure that th e selling stockholders will sell the offered securities at that fixed price

Deborah Thomas
Croe, Inc.
November 16, 2016
Page 2

 until the price of your shares is quoted on the OTCQX or OTCQB marketplace or on the
OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated
prices.  However, your disclosure should not suggest that the selling stockholders will
vary from the disclosed fixed price if the price of your securities is quoted in some other
over-the-counter marketplace. Please revise your disclosure here and throughout your
prospectus as appropriate.
3. We note your statement that “this prospectus relates to the exchange  and resale of shares
of Common stock of CROE ….” (emphasis added)  Your registration statement does not
appear to make any other reference to a share exchange.  Please revise your registration
statement as appropriate.
Forward Looking Statements, page 1
4. Please remove the reference to the Private Securities Litigation Reform Act as the safe harbor
provided by the Act does not apply to initial public offerings.
Prospectus Summary, page 2
5. Please revise this section, if true, to include an affirmative statemen t to make clear that
the company has no present plans to be acquired or to merge with another company nor
does the company, nor any of its shareholders, have plans to enter into a change of
control or similar transaction.   We note the disclosure on page 19 .
Financial Summary, page 3
6. Please revise your disclosure to provide the balance sheet information for the nine
months ended September 30, 2016 and the income statement information for the year
ended December 31, 2014 in addition to the periods currently disclosed.
Directors, Execut ive Officers, Promoters…, page 13
7. Please discuss the specific experience, qualifications, attributes or skills that led to the
conclusion that each of the directors individually should serve as a director, as required
by Item 401(e)(1) of Regulation S -K.
8. Please disclose the business experience of Elliott Polatoff  since May 2013 .  Refer to the
requirements of Item 401(e) of Regulation S -K.
9. Please disclose the business experience of Deborah Thomas from  July 2012 through
December 2013.
Certain Relationships and Related Transactions, page 14
10. Please revise to indicate the amount of initial funds provided by Deborah Thomas to the
company for the 10,000,000 founders shares issued on December 2, 2013.  Also quantify

Deborah Thomas
Croe, Inc.
November 16, 2016
Page 3

 the amount of consideration for the services pro vided to the company in connection with
the issuance of the founder’s shares.
11. Please revise to combine the disclosure in Certain Relationships and Related Transactions
sections on page 14 and page 26.
12. Please revise to indicate the value of the services pro vided by Elliott Polatoff for the
50,000 shares and the value of the services provided by John Thomas for the 15,000
shares noted on page 27 .
Description of Business, page 19
13. Please clarify the current status of the development of your product, such as whe ther you
have developed and tested a prototype  and the nature of such tests .  We note your
statement that you have found fabrics.
Management’ s Discussion & Analysis, page 23
14. Please provide a description of your plan of operation including a discussion of y our
plans to develop your business through to revenue generation, including when you intend
to commence manufacturing  activities and your plans to finance these activities.
Certain Relatio nships and Related Transactions , page 26
15. Please reconcile the disclo sure in this section with the disclosure elsewhere in your filing
regarding related advances on page 2  and 19, legal fees and other related party disclosure
in your financial statement footnotes  on page 40 .  Disclose the approximate dollar value
of the amount involved in each transaction.  See Item 404(d)(1) of Regulation S -K.
16. Please identify the related party with who you entered the lease agreement for office
space.
Market for Common Equity and Related Stoc kholder Matters, page 27
17. Please revise to clarify what tier of the OTC Markets the company intends to have its
stock quoted.
Executive Compensation, page 29
18. Please tell us why you did not include the consulting fees paid to Elliott Polatoff in 2016
in the table.
Part II
Recent Sales of Securities, page 43
19. Please tell us when you filed the Form D referenced in this section.

Deborah Thomas
Croe, Inc.
November 16, 2016
Page 4

 Signatures
20. Please identify each capacity in which your officers are signing the registration statement
including the person who is actin g as your principal financial officer and your controller
or principal accounting officer.
Exhibits
Exhibit 5.1
21. We note the reference to shares being issued in the share exchange; however, the
registration statement does not appear to reference any such exchange.  Please clarify.
Also, clarify the number of issued shares to which the opinion relates.  Finally, revi se the
opinion to provide consent to filing the opinion as an exhibit to the registration statement.

Exhibit 23.1
22. Your independent auditor´s consent refers to the audit report dated October 20, 2016 on
your financial statements as of and for the years en ded December 31, 2015 and 2014.
However, we note that the audit report included on page 33 of your S -1 is dated October
18, 2016. Please have your independent auditor provide a currently dated consent which
references the correct audit report date.

We rem ind 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  accelerati on.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Deborah Thomas
Croe, Inc.
November 16, 2016
Page 5

 You may contact  Suying Li , Staff Accountant,  at (202) 551 -3335  or Angela Lumley ,
Staff Accountant , at (202) 551 -3398  if you have questions regarding comments on the financial
statements and related matters.  Please contact Ruairi Regan at (202) 551 -3269 or David Link, at
(202) 551 -3356  with any other questions.

     Sincerely,

        /s/ David Link for

     John Reynolds
Assistant Director
Office of Beverages,
Apparel and Mining

cc:  John D. Thomas , Esq.
 John D. Thomas, P.C.