SecProbe.io

CORRESP
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November 17, 2022

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

Washington DC 20549

 Re: Nixplay Inc.

    Offering Statement on Form 1-A Filed
September 30, 2022

    File No. 024-12011

Ladies and Gentlemen:

We acknowledge receipt of the comments in the letter dated October
28, 2022 from the staff of the Division of Corporation Finance (the “Staff”) regarding the Offering Statement of Nixplay,
Inc. (the “Company”), which we have set out below, together with our responses.

Form 1-A filed September 30, 2022

Cover Page

 1. Please revise the cover page and summary to summarize your organizational structure, including a
statement that you are a holding company that has a 73.77% interest in the operating subsidiaries. Additionally, please revise your disclosures
on pages 20-21 to identify the shareholder(s) who own the remaining 26.23% of Nixplay Cayman.

In response to the Staff’s comment, the Company has
revised its cover page and “Summary” section to include a brief summary of the Company’s organizational structure, including
the fact that the Company is a holding company that has a 73.77% interest in its operating subsidiaries.

Additionally, the Company has revised its disclosures as
requested by the Staff to provide additional disclosure on the 26.23% ownership of Nixplay Cayman, included a revised Organizational Chart
indicating that 26.23% of Nixplay Cayman is owned by individual shareholders.

 2. Please revise the cover page to disclose that Mr. Palfreeman, your CEO, currently beneficially owns
100% of your outstanding common stock and also disclose his expected beneficial ownership if all shares are sold in this offering. Additionally,
please revise to include a risk factor that discusses risks resulting to your company and its shareholders from Mr. Palfreeman's concentration
of ownership.

In response to the Staff’s comment, the Company has
revised the cover page of the offering circular to disclose that Mr. Palfreeman currently beneficially owns 100% of the Company, and
also to disclose that his expected beneficial ownership if all shares are sold in this offering. Additionally, the Company has revised
the “Risk Factors” section of the offering circular to include a risk factor that discusses potential risks to investors
associated with Mr. Palfreeman's concentration of ownership.

 3. The cover page states that the 2,094,534 shares of Series A preferred stock may convert into 2,094,536
shares of common stock. Disclosure elsewhere indicates that the Series A preferred stock converts to common stock on a 1-for-1 basis.
Please revise to reconcile.

In response to the Staff’s comment, the cover page has been revised
to correct the typo identified by the Staff. The correct number is 2,094,534.

      1

Interest of Management and Others in Certain Transactions,
page 46

 4. We note that you describe a number of loans in this section and state that a form of loan agreement
governing the loans has been filed as an exhibit. Please file executed versions of each loan agreement. Refer to Item 17.6 of Form 1-A.

In response to the Staff’s comment, the Company has
filed as exhibits executed versions of the individual loan agreements of related parties of the Company referred to in the “Interest
of Management and Others in Certain Transactions” section of the amended offering circular, and has expanded the disclosure in this
section related to these agreements on an individual basis. The Company notes that, while it has provided expanded disclosure of all loans
referred to the “Interest of Management and Others in Certain Transactions” section, the Company has only filed copies of
those loans between the Company and direct related parties of the Company.

Notes to the Consolidated Financial Statements

Note 1 - Organization and Operations, page F-8

 5. You disclose that the transaction whereby you issued shares in exchange for an ownership interest
in Nixplay Cayman resulted in the owners of Nixplay Cayman "obtaining a majority voting interest in Nixplay Inc." Please revise
to more clearly state, if true, that the transaction resulted in Solon, an entity wholly owned by Mr. Palfreeman, obtaining a 100% voting
interest in Nixplay Inc.", or advise.

In response to the Staff’s comment, the Company has
revised the statement identified by the Staff to clarify that the transaction resulted in Solon, an entity wholly owned by Mr. Palfreeman,
obtaining a 100% voting interest in Nixplay Inc.

Exhibits

 6. We note that you or your subsidiaries have a number of bank loans and other loans from financial
institutions. Please file these loan agreements as exhibits or advise. See Item 17.6 of Form 1-A.

In response to the Staff’s
comment, the Company has filed copies of the bank loans and other loans from financial institutions as exhibits to the amended offering
statement.

General

 7. Please confirm whether the issuer’s officers, partners, or managers primarily direct, control
and coordinate the issuer’s activities from the United States or Canada, and, if so, identify these individuals, their positions
with the issuer, the current location(s) where they conduct their activities for the issuer, and when these individuals commenced their
activities at this location(s). If currently employed by Creedon Technologies, USA, please confirm that the working visas of these individuals
with Creedon Technologies, USA, will continue to allow these individuals to work in the United States until such time as they obtain working
visas enabling them to work directly at Nixplay, Inc. In this regard, please supplementally provide the expiration dates of the working
visas for each of these individuals with Creedon Technologies, USA. See Rule 251(b)(1) of Regulation A and consider Question 182.03 of
our Securities Act Rules Compliance and Disclosure Interpretations.

The Company confirms that its officers and directors primarily direct,
control and coordinate the Company’s activities from the United States. The Company has prepared the following table, summarizing
information requested by the Staff in the comment above. Mr. Palfreeman and Mr. Durbridge are currently employed by Creedon Technologies,
USA.

    Role
    Name
    Current Location
    Working at location since (Date)
    Immigration status

    Chairman
    Philippe Tartavull
    Los Angeles, California
    August 2017
    Citizen

    CEO & Director
    Mark Palfreeman
    Cambridge, UK & Denver, Colorado
    July 2022
    L-1 Visa (Expires: August 5, 2023)

    COO
    Joel Durbridge
    Denver, Colorado
    July 2022
    L-1 Visa (Expires: June 13, 2027)

The Company is in the process of transferring its core business functions
to the United States. As described in the offering circular, Mr. Durbridge will act as principal financial officer and principal accounting
officer of the Company on an interim basis until the Company’s CFO, who currently resides in Hong Kong, can obtain the appropriate
visa to work in the United States.

      2

 8. We note that Creedon Technologies HK Limited, a subsidiary based in Hong Kong, will continue to conduct
operations and is also the owner of your other operating subsidiaries. We further note that this subsidiary has received loans from a
number of Hong Kong- based entities and leases office space in Hong Kong. Please tell us the activities that Creedon Technologies HK Limited
performs after the reorganization.

Currently, Creedon Technologies HK is employing personnel that primarily
support marketing, e-commerce, sales, finance, business operations, and hardware and industrial design operations of the Company.

Going forward, the Company intends for Creedon Technologies HK to be
primarily focused on hardware and industrial design operations, due to its close proximity to our contract manufacturers in Shenzhen.
To this end, the Company is in the process of transitioning the marketing, e-commerce, sales, and finance activities currently performed
by Creedon Technologies HK in Hong Kong to the United States (to be performed by the Company). The Company intends to transition these
functions in stages – starting with marketing (which is already underway, with the Company working on the transitioning marketing
roles currently at Creedon Technologies HK to the United States).

The next department the Company intends to focus on transitioning from
Creedon Technologies HK to the United States will be sales and e-commerce, with a view to transition that function by Q3 2023. The Company
aims to have the remaining finance and business operations departments transitioned by Q1 2024.

Additionally, please:

 • Provide prominent disclosure about the legal and operational risks associated with your operations
in Hong Kong, as well as your corporate structure in which your other subsidiaries are owned by the Hong Kong subsidiary;

In response to the Staff’s comment, the Company has
added a new subsection of the “Risk Factors” section of the Offering Circular disclosing the legal and operational risks associated
with the Company’s operations in Hong Kong, as well as risks related to the Company’s operating subsidiaries being owned by
Creedon Technologies HK Limited.

 • Disclose whether your auditor is subject to the determinations announced by the PCAOB on December
16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations will affect your company;

The Company’s auditor has confirmed that it is subject
to the determinations announced by the PCAOB on December 16, 2021 referenced in the Staff’s comment above, and has had full access
to all the Company’s operating accounts. The Holding Foreign Companies Act requires foreign companies to declare whether or not
they are owned or controlled by the Chinese government. The Company is not owned or controlled by the Chinese government, as demonstrated
in the ownership information of the Company disclosed in the offering circular. As such, the Company does not believe the Holding Foreign
Companies Accountable Act and related regulations will affect the Company.

 • Provide a clear description of how cash is transferred through your organization. Quantify any cash
flows and transfers of other assets by type that have occurred between the holding company, its subsidiaries, and direction of transfer.
Quantify any dividends or distributions that a subsidiary has made to the holding company and which entity made such transfer, and their
tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure
should make clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries, to the parent company and U.S. investors;

As of June 30, 2022, the Company (on a consolidated basis) had accumulated
approximately $4.4 million in equity and retained earnings.

      3

This cash has been deployed into the Company’s subsidiaries in
order to grow the Company. Please see the table below for a summary of how this cash has been deployed. As of June 30, 2022, the total
“Capital Employed” of the Company (assets minus current liabilities) was approximately $4.4 million, with the following balance
for each of the Company’s subsidiaries and in between main categories of assets or liabilities:

    Name
    Country
    Capital
    Employed in USD
 (Assets minus current liabilities after elimination of intercompany balances)
    Bank /
    Cash
    Inventory
    Receivables
    Short-term

 loans
    Others
    % of Group
    Total Capital Employed

    Nixplay Inc
    USA
    $ –
      –
      –
      –
      –
      –
      –

    Nixplay
    Cayman
    $ (170,246 )
    $ 152,130
      –
      –
    $ (262,567 )
    $ (59,809 )
      -4%

    Creedon Technologies HK Limited
    Hong Kong
    $ (11,095,702 )
    $ 1,242,894
    $ 22,967
    $ 551,603
    $ (11,655,647 )
    $ (1,257,520 )
      -252%

    Creedon Technologies USA LLC
    USA
    $ 12,789,749
    $ 813,885
    $ 10,128,054
    $ 3,294,117
      –
    $ (1,446,307 )
      292%

    Creedon Technologies Canada Limited
    Canada
    $ 886,116
    $ 89,565
    $ 833,441
    $ 5,247
      –
    $ (42,138 )
      20%

    Creedon Technologies DE GmbH
    Germany
    $ 1,469,300
    $ 162,494
    $ 1,375,138
    $ 28,339
      –
    $ (96,670 )
      34%

    Creedon Technologies PH
    Philippines
    $ 0

    Creedon Technologies Limited
    United Kingdom
    $ 90,920
    $ 41,863
      –
    $ 2,283
      –
    $ 46,774
      2%

    Nixplay Design Limited
    United Kingdom
    $ 243
    $ 243
      –
      –
      –
    $ 0
      0%

    Nixplay UK Limited
    United Kingdom
    $ 411,271
    $ 49,780
    $ 522,076
    $ 39,154
    $ (97,086 )
    $ (102,653 )
      9%

    Total
    Group
    $ 4,381,651
    $ 2,552,855
    $ 12,881,676
    $ 3,920,743
    $ (12,015,300 )
    $ (2,958,323 )
      100%

The positive balance of Capital Employed for Creedon Technologies USA
LLC represents 292% of the Company’s total Capital Employed (on a consolidated basis). It shows that the majority of the Company’s
assets ($12.8 million, including $10.1 million in inventory) has been deployed in the United States. Canada, Germany and UK represent
respectively 20%, 34% and 9% of total Capital Employed ($0.9 million, $1.5 million, $0.1 million. respectively).

These amounts exceed 100% of Capital Employed as a large amount of
cash from short term debt (<1 years) raised at Creedon Technologies HK Limited (the Company’s Hong Kong subsidiary) has been
utilized to purchase inventory. This inventory has been transferred to other subsidiaries - mainly to Creedon Technologies USA LLC.

Creedon Technologies HK Limited (the Company’s Hong Kong subsidiary)
has been acting as the buying office for USA, UK, Germany, Canada subsidiaries. It purchased and resold the inventory to those subsidiaries
and provided credit terms.

The Company’s U.S., UK, German and Canadian subsidiaries pay
Creedon Technologies HK Limited for this inventory only when cash is needed in Hong Kong to pay for operating expenses or meet short term
loan due dates.

      4

To date, no subsidiary of the Company has paid any dividends or made
any distributions to the Company (or to Nixplay Cayman). Similarly, neither the Company nor any subsidiary of the Company has paid any
dividends or made any distributions to U.S. investors. The Company does not believe there are any restrictions on the Company’s
ability to transfer cash between entities, across borders, and to U.S. investors, nor does the Company believe there are any restrictions
or limitations on the Company’s ability to distribute earnings from the Company and/or its subsidiaries to U.S. investors in the
Company – however, the Company has added a risk factor in the “Risk Factors” section of the offering circular to disclose
potential restrictions and/or limitations on dividends and/or distributions being paid from the Hong Kong subsidiary to the Company, should
certain laws be applied to the Company’s Hong Kong subsidiary. The Company has added disclosure in this risk factor to make clear
that no transfers, dividends, or distributions have been made to date between the Company and its subsidiaries.

 • To the extent you have officers or directors based in China or Hong Kong, please revise to include
both risk factor disclosure as well as a separate Enforceability section to address the difficulty of bringing actions against these individuals
and enforcing judgments against them;

The Company does not have officers or directors based in
Hong Kong or China.

 • Disclose your number of employees in