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CORRESP
1
filename1.htm

Creations,
Inc.

c/o
Sichenzia Ross Ference LLP

1185
Avenue of the Americas, 37th Floor

New
York, NY 10036

Securities
and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

Office
of Mergers and Acquisitions

Division
of Corporation Finance

Attention:
David Lin

August
17, 2020

    Re:

    Creations,
    Inc.

    Amendment
    No. 3 to

    Draft
    Registration Statement on Form S-1

    Submitted
    July 14, 2020

    CIK
    No. 0001795938

Ladies
and Gentlemen:

On behalf of Creations, Inc., a Delaware corporation (the “Company”),
and pursuant to the applicable provisions of the Securities Act of 1933, and the rules promulgated thereunder, please find enclosed
for filing with the Securities and Exchange Commission (the “Commission”), Amendment No.1 to the above-captioned
Registration Statement on Form S-1 of the Company, filed on July 29, 2020 (the “Registration Statement”).
This filing has been revised to reflect the Company’s responses to the comment letter received on August 10, 2020 from the
staff of the commission (the “Staff”) and to update the financial and other related information to include
information for the quarter ended June 30, 2020.

Form
S-1 filed July 29, 2020

Exhibits,
page II-3

    1.
    Refer
to Exhibit 5.1. Please have counsel revise its legality opinion to address the following:

    ● Please
    revise to refer to the correct par value of your shares, which is $0.0001 per share according to your certificate of
    incorporation.

    ●
    We note that the company is incorporated in Delaware, but counsel’s legality opinion

    “is
    limited to the federal securities laws of the United States of America and the corporate laws of the State of Nevada....”
    Please provide an opinion of counsel on the legality of the shares being registered under the appropriate state law.

    ●We
note that the legality opinion states that the “Shares are duly authorized, validly issued, fully paid and non-assessable
. . . .” We also note that the opinion defines “Shares” as including the entire 3,117,278 shares covered by
the registration statement. As up to 1,558,639 of the “Shares” have not yet been issued, please revise your legality
opinion to indicate in the penultimate paragraph the number of shares that are outstanding and the number that “will be”
outstanding.

    Response:
    The Company respectfully acknowledges the Staff’s comment and counsel apologizes for the errors. Exhibit 5.1 has been
    revised to reflect your comments. Note that we have defined the shares already issued as the “Issued Shares”,
    the shares underlying the Warrants as the “Warrant Shares” and collectively as the “Registered Shares”.

Signatures,
page II-4

    2.
    Please
    revise your Signatures page to address the following:

    ●
    We note your reference to “Amendment No. 2.” Please ensure that your Signatures page refers to the correct filing.

    ●
    Instruction 1 to the Signatures of Form S-1 requires signatures of your principal executive officer or officers, your
    principal financial officer, your controller or principal accounting officer and at least a majority of the board of
    directors or persons performing similar functions. It appears, however, that you have provided the signature on behalf of the
    registrant only. Please revise the signature page to include the second signature block and the related statement, as
    required by Instruction 1. In this respect, please note that Mr. Nissenson’s signature line must indicate each capacity
    in which he serves.

    Response:
    The signature page of the S-1 has been revised to include all capacities that Mr. Nissenson is signing in.

We
hope the foregoing answers are responsive to your comments. Please do not hesitate to contact our counsel, Arthur Marcus with
any questions or comments regarding this correspondence.

    Sincerely,

    /s/
    Guy Nissenson

    cc:

    Arthur
    Marcus, SRF LLP (via email)

    Guy
    Nissenson, Creations, Inc. (via email)