SecProbe.io

March 9, 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.
Draft Registration Statement on Form S-1
Submitted February 12, 2020
CIK No. 0001795938
Dear Mr. Nissenson:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Company Overview, page 1
1.You disclose that Yetsira Investment House was incorporated in November 2018 on page
1 and in November 2016 on page 13 under Management’s Discussion and Analysis of
Financial Condition and on page F-18 in Results of Operations – Overview and Note 1 –
General.  Please revise your next amendment, as applicable.
Risk Factors, page 4
2.Please add a risk factor to discuss Guy Nissenson’s potential conflict of interests as your

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Creations, Inc.
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sole officer and director and significant shareholder.
3.Please add a risk factor that discusses the risks associated with the concentration of AUM
among the five mutual funds that you currently manage.  In this regard, we note that the
assets of two such mutual funds comprised the substantial majority of your AUM as of
September 30, 2019.
Special Note Regarding Forward-Looking Statements, page 10
4.On page 9 you disclose that you may be a penny-stock issuer.  As such, the safe harbor of
the Private Securities Litigation Reform Act does not apply to this offering.  Please revise
your disclosure to remove references to the PSLRA.
Capitalization, page 12
5.We note several inconsistencies between your capitalization table and your financial
statements.  Please revise the following items accordingly:
•You disclose that as of September 30, 2019 there are 2,289,744 shares of common
stock issued and outstanding, which is not consistent with the amount appearing in
Note 6 – Share Capital – G. Issued, authorized and outstanding on page F-9 of
2,262,144;
•You disclose on page 12 total stockholders’ equity of $1,511 at September 30, 2019
and its components, which is not consistent with the amount of shareholders’ equity
of $1,479 and its components appearing on page F-2; and
•Please disclose the amount of common shares authorized, issued and outstanding as
of December 31, 2018. In addition, we note that the components of stockholders’
equity are not consistent with the components appearing on page F-14.
Dilution, page 13
6.Please revise to disclose what the dilution would be assuming that all outstanding warrants
were exercised.
Overview - Results of Operations for the Nine Months Ended September 30, 2019 and 2018,
page 14
7.Given the significance of revenues from assets under management (AUM) to your
operations, please provide a rollforward of AUM in your next amendment, showing the
beginning balance, gross inflows, gross outflows and market appreciation/depreciation to
arrive at an ending AUM balance for all periods presented.
Compensation and Related Costs to Employees, page 14
8.Please revise to discuss in greater detail the nature of the payments to the founders and the
additional employee, as referenced in the third paragraph on page 14.
Business, page 16

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9.Please revise your disclosure in this section to provide all of the material information
required by Item 101(h)(4) of Regulation S-K.  Additional disclosure topics which appear
material include, without limitation, your dependence on one or a few major customers
and the number of total employees and number of full-time employees.  In addition, we
note your disclosure that on January 11, 2017, Yetsira received an investment portfolio
manager license from the ISA.  Please disclose the material terms or conditions of such
license, including any expiration date. Refer to Item 101(h)(4)(vii) of Regulation S-K.
10.You state that you generate revenue “primarily from management fees” paid by your
unitholders.  Please revise to clarify any other sources of revenue.  In addition, please
clarify the extent, if any, to which you currently engage in private portfolio management
services.  If applicable, provide quantified disclosure related thereto, including the total
AUM.
11.We note your disclosure that you “exercise effective control over the operations of Yetsira
pursuant to a series of contractual arrangements, under which [you] are entitled to receive
substantially all of its economic benefits.”  Please revise to describe such contractual
arrangements in greater detail and file the same as exhibits to the registration statement to
the extent applicable.  Refer to Item 601(b)(10) of Regulation S-K.  Please also revise to
disclose in greater detail the material terms and conditions of the Hosting Agreement,
including, without limitation, the management fees and termination provisions thereunder.

12.Please supplement your disclosure on page 17 to briefly explain the nature of the
“different categories” of the five mutual funds that you currently manage.  In addition,
please provide updated disclosure in the fourth paragraph on page 18 regarding the
managed mutual funds market in Israel.
13.Please revise your disclosure at the bottom of page 18 to describe your growth strategy in
greater detail.  As examples only, please discuss:

•the estimated time, costs and steps involved to execute on your growth strategy;
•any “technological means” that you will need to acquire or develop, as well as your
resources for doing so; and
•the material expenses you expect to incur in connection with your growth strategy,
including public relations and advertising activities.
Management, page 19
14.Please provide the disclosure required by Item 401(e)(1) of Regulation S-K regarding the
specific experience, qualifications, attributes, or skills that led to the conclusion that Guy
Nissenson should serve as your director in light of your business and structure.  In
addition, please include the disclosure required by Item 407(a) of Regulation S-K relating
to director independence and clarify whether you have compensation, audit, or nominating
committees, as required by Item 407(a) of Regulation S-K.

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Executive Compensation, page 21
15.Please provide the disclosure required by Item 402(m) – (r) of Regulation S-K for your
two most highly compensated executive officers other than Guy Nissenson.  In this regard,
please note that:

•disclosure regarding the executive officers of your subsidiaries may be appropriate.
See Instruction 2 to Item 402(m)(2) of Regulation S-K; and
•each of your “key employees,” as disclosed on pages 19 – 20, may qualify as an
“executive officer” as defined under Exchange Act Rule 3b-7.

Please revise or provide us an analysis of how you determined that no other individual,
including each of your key employees, is a “named executive officer” as defined under
Item 402(m)(2) of Regulation S-K.  Alternatively, if none of your other employees’ total
compensation met the threshold contained in Instruction 1 to Item 402(m)(2), please
advise.  In addition, please revise to disclose how the bonus amounts in the table were
determined.  Refer to Item 402(o) of Regulation S-K.
16.Please revise to describe in greater detail the material terms and conditions of your
employment agreement with your Chief Executive Officer and Chief Financial Officer,
Guy Nissenson, as referenced on page 21.
Certain Relationships and Related Transactions
Related Party Transactions, page 22
17.We note that your disclosure refers to transactions with related persons that exceed
$120,000.  Please note that as a smaller reporting company, you must disclose transactions
that exceed the lesser of $120,000 or one percent of the average of your total assets at
year-end for the last two completed fiscal years.  Based on your audited financial
statements, it appears that the threshold for you to disclose related party transactions is
significantly less than $120,000.  Refer to Item 404(d) of Regulation S-K, and revise as
necessary to describe the correct threshold and all related party transactions meeting that
threshold.  In addition, please revise to discuss whether you have any policies or
procedures regarding entering into transactions with related parties.  To the extent you
have none, please add related risk factor disclosure.
18.We note that on July 1, 2019, Guy Nissenson received in exchange for his Yetsira
Holdings shares 379,435 warrants to purchase shares of common stock exercisable at
$1.50 per share, which was the same price as all outstanding warrants. This disclosure is
not consistent with the disclosure appearing in the last paragraph on page F-9 under the
title Note 5 – Loan from related company and Note 9 – Events subsequent to balance
sheet date on page F-24 that warrants with an exercise price of $1.00 were exchanged.
Please revise or advise, as applicable.
Security Ownership of Certain Beneficial Owners and Management, page 22

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Creations, Inc.
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19.Please note that the definition of beneficial ownership under Item 403 of Regulation S-K
includes natural persons and entities with direct or indirect voting or investment power
over the shares.  In this regard, please identify the person or persons with voting or
investment power over the shares held by Rising Moon Assets Inc.
Plan of Distribution, page 24
20.To the extent that you are reserving the ability to change your plan of distribution, such as
paying compensation to other parties, please revise to clarify and acknowledge your
understanding of Item 512(a)(1)(iii) of Regulation S-K.
21.In your plan of distribution, you indicate that the selling stockholders may offer their
shares through short sales.  Please tell us whether the selling stockholders have any open
short positions.  Also please provide the staff with an analysis of the selling stockholders'
ability to engage in short sales under Regulation M.
Financial Statements
Creations, Inc. and Subsidiaries September 30, 2019 and 2018
Consolidated Statements of Comprehensive Income, page F-3
22.Please revise the Per share data – Basic and Diluted loss in your next amendment to
reflect the net loss for the period divided by the weighted average number of basic and
diluted shares.
Note 1 - General, page F-5
23.Throughout your document we not spelling inconsistencies and date inconsistencies.
Below are examples of inconsistencies noted.  Please revise accordingly.
•You have labeled the financial statements as those of Yetzira Holdings Ltd and
subsidiary on pages F-14 - F-17 while the audit opinion refers to Yetsira Holdings
Ltd. and subsidiaries;
•Disclosure in the notes refer to both Guy Nissenson and Guy Nissensohn;
•Under the title Acquisition of Yetsira Investment House Ltd. (“Investment”) you
disclose that in Note 1 on January 28, 2018, the company acquired Investment
through a share exchange at which time it became a wholly-owned subsidiary of the
company. This disclosure is not consistent with the date of January 29, 2018
appearing in Note 1 D. Merger of entities under common control; and
•You disclose on page F-5 that, in January 2018, the stockholders of the company
established Yetsira Holdings.  You disclose on page F-18 that, in February 2018,
Yetsira Holdings was established.
Note 2 - Significant Accounting Policies
C. Merger of entities under common control, page F-6
24.Please expand the disclosure to finish the first sentence of the third paragraph.  Also, you

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disclose that common control was established between the entities on 01/07/2019, the date
of incorporation of Creations, Inc. and therefore, this transaction was recorded as if the
merger occurred on 01/07/2019 (the “Merger Date”). We note that on page 1 you disclose
that Creations, Inc. was incorporated in May 2019. Please revise or advise, as applicable.
G. Issued, authorized and outstanding, page F-9
25.We note that the amount of share capital at September 30, 2018 is not consistent with the
amount disclosed in the consolidated balance sheet. Please revise or advise, as applicable.
Note 5 - Loan from related company, page F-9
26.You disclose under the title Loan terms that Guy Nissenson will lend the company up to 3
loans with each loan carrying a 15% interest rate which is not consistent with the loan
agreement entered into on January 29, 2018 with an annual interest rate of 10%. Please
tell us in your response why the terms are different from the agreement with Mr.
Nissenson.
Note 6 - Share Capital, page F-9
27.Please provide the information required by section §210.3-04 of Regulation S-X for the
current and comparative year-to-date periods, with subtotals for each interim period. Refer
to Article 8-03(5) regarding the financial statements of smaller reporting companies.
H. Issuance of stock options, page F-10
28.Please disclose the amount of three year warrants received by purchasers to purchase
ordinary shares at an exercise price of $1.00 per share (subject to adjustments) here and in
Note 7 – Subsequent events.
Yetsira Holdings Ltd. and Subsidiary
Consolidated Financial Statements as of December 31, 2018 and 2017
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-13
29.Please revise the reference to the Statements of Operations under the title Opinion on the
Financial Statements to be to the Statements of Comprehensive Income. In addition,
revise the title on page F-15.
Notes to Consolidated Financial Statements
Note 7 - Share Capital, page F-23
30.We note that the amounts of share capital at December 31, 2018 and December 31, 2017
do not appear to be consistent with the amounts presented on the face of the consolidated
balance sheets. Please revise or advise, as applicable.
General

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Guy Nissenson
Creations, Inc.
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31.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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
32.Your Certificate of Incorporation indicates that your common stock par value is $.0001.
Please reconcile this with the disclosure in the Fee Table and cover page of the
prospectus.
33.Please add disclosure to the prospectus which addresses:

•the property information required by Item 102 of Regulation S-K;
•the company’s legal proceedings, as required by Item 103 of Regulation S-K