Post-effective Amendment to Registration Statement (pos Am)

As filed with the Securities and Exchange Commission on October 21, 2022.

Registration No. 333-240161

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No 2

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CREATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

52390

84-2054332

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

c/o Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31^st Floor

New York, NY 10036

212-930-9700

(Address, including zip code and telephone number, including

area code, of registrant’s principal executive offices)

[*]

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Arthur S. Marcus, Esq.

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31^st Floor

New York, NY 10036

212-930-9700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of the registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Creations Inc. (the “Company”) is filing this Post-Effective Amendment No. 2 on Form S-1 solely to file Exhibit 107 (Calculation of Filing Fee Table).

The SEC declared the Initial Registration Statement effective on August 31, 2020. No additional securities are being registered on this Post-Effective Amendment. All applicable registration fees have been paid.

Calculation of Filing Fee Table

Post-Effective Amendment No. 1 on Form S-1

(Form Type)

Creations, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾		Fee Rate		Amount of Registration Fee
Equity	Common Stock, par value $0.0001 per share, included in the units	457(o)	$	2,337,958.50		0.0001102	$	257.64
Equity	Common Stock, par value $0.0001 per share, underlying the warrants included in the units	457(o)	$	2,337,958.50		0.0001102	$	257.64
Total Offering Amounts			$	4,675,916.00		0.0001102	$	515.28
Total Fees Previously Paid							$	606.93
Total Fee Offsets							$	0
Net Fee Due							$	-91.65

(1)	There is no current market for the securities or price at which the securities are being offered. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)	Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the year 2022 on the 21^st day of October.

	By:	/s/ Shmuel Yelshevich
		Shmuel Yelshevich
		Interim Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Shmuel Yelshevich	Interim Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors	October 21, 2022
Shmuel Yelshevich	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)