SecProbe.io

May 4 , 2012

Via E -mail
Iryna Antaniuk, CEO
Flux Technologies, Corp.
21 Komorowo Street, Ste. 2
Wolsztyn
Poland 64200

 Re:    Flux Technologies , Corp.
  Registration Statement on Form S-1
  Filed April 6, 2012
  File No. 333-180624

Dear Ms . Antaniuk:

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 amendment 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.

General

1. Since you appear to qualify as an “emerging growth company,”  as defined in the
Jumpstart Our Business Startups Act (“the Act”), please disclose on your prospectus
cover page that you are an emerging growth company, and revise your prospectus to
provide the following additional disclosures:

 Describe how and when a company may lose emerging growth company status;
 A brief description of the various exemptions that are available to you, such as
exemptions from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 Your election under Section 107(b) of the Act:

Iryna Antaniuk
Flux Technologies, Corp.
May 4 , 2012
Page 2

 o If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b) of the
Act, include a statement that the election is  irrevocable; or
o If you have elected to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(1) of the  Act,
provide a risk factor explaining that this election allows you to delay the
adoption of ne w or revised accounting standards that have different effective
dates for public and private companies until those standards apply to private
companies.  Please state in your risk factor that, as a result of this election,
your financial statements may not  be comparable to companies that comply
with public company effective dates.  Include a similar statement in your
critical accounting policy disclosures in MD&A.
You may disclose the extent to which you would be exe mpt in any event as a result of
your stat us as a Smaller Reporting Company.

2. Given your nominal assets and lack of operations, please provide us with an analysis as to
whether you are a shell company, as defined in Rule 405 under the Securities Act of
1933 .  Please address each part of the de finition in your analysis.

3. Given the size of your offering relative to the number of shares presently outstanding
held by non -affiliates, the nature of the offering, and the length of time for which the
selling shareholders have held their securities, we ar e concerned that this transaction
could be a primary offering of your shares to the public, with the selling shareholders
acting as a conduit in a distribution to the public  and, therefore, acting as "underwriters"
within the meaning of Section 2(a)(11) of  the Securities Act.   Please provide us a detailed
analysis of whether the proposed offering is  a primary offering on your behalf and thus
should be appropriately characterized as a transaction eligible to be made under Rule
415(a)(1)(i) of Regulation C.  We may have further comments after reviewing your
response.  Please refer to Question 612.09 of our Compliance and Disclosure
Interpretations for Securities Act Rules, which can be found on our website.

Registration Statement Cover Page

4. Please move the date of the prospectus to the prospectus cover page.  Refer to Item
501(b)(9) of Regulation S -K.

Summary, page 5

5. The current status of your business is unclear from your disclosure in this section and in
the Plan of Operations section.  On the one hand , you state that you operate a three -
dimensional computer animation business in Poland and that you may expand your
services to Europe and North America.  On the other, you indicate that you are a
development stage company with no revenue and minimal asset s, and that you do not
plan to set up an office in Poland or acquire the necessary equipment to begin your

Iryna Antaniuk
Flux Technologies, Corp.
May 4 , 2012
Page 3

 operations until 2013.  Please revise the disclosure throughout your prospectus to clarify
the current status of your business.  Please discuss in de tail the business activities that
you have undertaken to date, including the activities undertaken to secure the service
agreement with Paliwa Spolka z o. o .  Address specifically whether your current
operations are sufficient to service your agreement wit h Paliwa Spolka z o. o.  Also,
clarify when you expect to begin work in connection with the agreement, when you
anticipate receiving paymen t (we note that half of the agreed -upon fee is to be paid as a
deposit) and when you expect to complete the project.

Risk Factors, page 7

6. Please add a separate risk factor  highlighting that your common stock is not registered
under the Exchange Act.  The risk factor  should explain the effect on investors of the
automatic reporting suspension under section  15(d) of the Exchange Act, as well as the
inapplicability of the proxy rules and Section 16 of the Exchange Act.  Please make
similar revisions to the disclosure under “Reports to Security Holders” on page 27.

7. We note that you have not assessed the effectiv eness of your internal controls over
financial reporting.  In addition, you will not be required to provide management's report
on the effectiveness of your internal controls over financial reporting until your second
annual report, and you will be exempt from the auditor attestation requirements
concerning any such report so long as you are a smaller reporting company.  Please add a
risk factor or risk factors addressing the associated risks.

“Because our sole officer and director has other business inte rests…,” page 9

8. We note that Ms. Antaniuk currently operates a separate computer graphics studio.
Please address in this risk factor how Ms. Antaniuk will determine which entity —her
studio or the company —will receive a particular business opportunity .

Exhibit 5.1

9. We note the statements in the seventh paragraph of the legality  opinion th at it "may not
be relied upon for any other purpose ” or “quoted circulated or referred to in any other
document for any other purpose” without the prior written consent of counsel.   Please
obtain and file a revised opinion that does not include any implication that investors are
not entitled to rely on the opinion.  Refer to Section II.B.3.d.  of Staff Legal Bulletin No.
19.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Iryna Antaniuk
Flux Technologies, Corp.
May 4 , 2012
Page 4

Notwithstanding our comments, in the event  you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing ef fective, it does not foreclose the Commission from taking any action with respect
to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its fu ll responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for acceleration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requestin g acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please a llow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 If you have any questions regarding these comments, please contact Matthew Crispino,
staff Attorney, at (202) 551 -3456  or, in his abse nce, me at (202) 551 -3462 .  Should you require
further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735.

        Sincerely,

        /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief - Legal

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