SEC Comment Letter for Atlas Lithium Corp (ATLX) (CIK 0001540684) (ATLX) — May 25, 2012
Atlas Lithium Corp (ATLX) (CIK 0001540684)
Date: May 25, 2012 · CIK: 0001540684 · Accession: 0000000000-12-027306
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-180624
Referenced dates: May 4, 2012
Letter
May 25 , 2012 Via E -mail Iryna Antaniuk, CEO Flux Technologies, Corp. 21 Komorowo Street, Ste. 2 Wolsztyn Poland 64200
Re: Flux Technologies Amendment No. 1 to Registration Statement on Form S -1 Filed May 11, 2012 File No. 333-180624
Dear Ms . Antaniuk:
We have reviewed your amended registration statement and have the following comments. References to prior comments are to those in our letter dated May 4, 2012.
General
1. Revise to include an updated consent from your independent registered public accounting firm when you file your next amendment.
Risk Factors
We are an “emerging growth company:”, and any decision on our part to comply with certain reduced disclosure requirements… ,page 9
2. Please revise this risk factor disclosure as it relates to the circumstances under which you could cease to be considered an emerging growth company. In this regard, considering you have selected a February 28 year -end, yo ur assessment as to whether you are considered to be a large accelerated filer will be made based on the market value of your common stock held by non -affiliates as of August 31 and you would cease to be an emerging growth company as of the following Febru ary 28. In addition, you can cease to be an emerging growth company earlier than the normal five year term if your annual gross revenues exceed $1.0 billion or if during the previous three -year period you issued more than $1.0 billion in non -convertible d ebt. Please revise your disclosure accordingly.
Iryna Antaniuk Flux Technologies, Corp. May 25, 2012 Page 2
Because our sole director has an interest in a company involve d in the same industry…, page 9
3. We note your response to prior comment 8 and the statement in the risk factor that you will not have a right of first refusal in regard to business opportunities that come to your management’s attention. Please explain in this risk factor how management w ill determine which entity —GRAFIK KOMPUTEROWY MIR Sp. Z.o.o. or you —will receive a particular business opportunity.
Following the effective date of our registration statement…, page 11
4. We note your response to prior comment 6 and the new risk factor in cluded on page 11. Please add a separate risk factor that describes the limited periodic reporting obligations that will be imposed on you upon effectiveness of the registration statement. You should inform holders that you will not be a fully reporting company because you are not registering a class of securities under Section 12 of the Exchange Act, and you should describe how reporting and other regulatory requirements applicable to a Section 15(d) filer vary from those applicable to issuers of classes of securities registered under Section 12 of the Exchange Act , including the inapplicability of the proxy rules and Section 16 of the Exchange Act . Please note that , in the alternative, you may file a Form 8 -A to register your common stock under the Exchange Act to become a fully reporting company . Please also include a third risk factor that explains the effect on investors of the automatic reporting s uspension under Section 15(d) of the Exchang e Act .
Plan of Operation, page 23
5. You state in this section that your auditors have issued you a going concern opinion because you expect no significant revenues until you implement your business plan and execute your first service agreements. Please revise your disclosure to reflect the fact that you have already executed your first service agreement.
6. We note that in response to prior comment 5 you removed the reference to that fact that you anticipate incurring approximately $2,000 in early 2013 to set up office space and obtain the n ecessary equipment to begin your operations. Please clarify whether you have already obtained such equipment and if not, tell us how you are able to service your current contract with Paliwa Spolka. To the extent that you are relying on equipment from Ms. Antaniuk’s business, GRAFIK KOMPUTEROWY MIR, please revise to indicate as such and clarify how long you anticipate relying on Ms. Antaniuk’s business resources.
Report of Independent Registered Public Accounting Firm, page 32
7. Please revise the report o f your independent registered public accounting firm to refer to their audit of the company’s February 29, 2012 balance sheet.
Iryna Antaniuk Flux Technologies, Corp. May 25, 2012 Page 3
You may contact Kathleen Collins, Accounting Branch Chief, at (202) 551 -3499 if you have any questions regarding comments on the financial statements and related matters. Please address questions regarding all other comments to Matthew Crispino, Staff Attorney, at (202) 551-3456 or, in his absence, to me at (202) 551 -3735. Should you require further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3735.
Sincerely,
/s/ Mark P. Shuman
Show Raw Text
May 25 , 2012
Via E -mail
Iryna Antaniuk, CEO
Flux Technologies, Corp.
21 Komorowo Street, Ste. 2
Wolsztyn
Poland 64200
Re: Flux Technologies
Amendment No. 1 to Registration Statement on Form S -1
Filed May 11, 2012
File No. 333-180624
Dear Ms . Antaniuk:
We have reviewed your amended registration statement and have the following
comments. References to prior comments are to those in our letter dated May 4, 2012.
General
1. Revise to include an updated consent from your independent registered public accounting
firm when you file your next amendment.
Risk Factors
We are an “emerging growth company:”, and any decision on our part to comply with certain
reduced disclosure requirements… ,page 9
2. Please revise this risk factor disclosure as it relates to the circumstances under which you
could cease to be considered an emerging growth company. In this regard, considering
you have selected a February 28 year -end, yo ur assessment as to whether you are
considered to be a large accelerated filer will be made based on the market value of your
common stock held by non -affiliates as of August 31 and you would cease to be an
emerging growth company as of the following Febru ary 28. In addition, you can cease to
be an emerging growth company earlier than the normal five year term if your annual
gross revenues exceed $1.0 billion or if during the previous three -year period you issued
more than $1.0 billion in non -convertible d ebt. Please revise your disclosure
accordingly.
Iryna Antaniuk
Flux Technologies, Corp.
May 25, 2012
Page 2
Because our sole director has an interest in a company involve d in the same industry…, page 9
3. We note your response to prior comment 8 and the statement in the risk factor that you
will not have a right of first refusal in regard to business opportunities that come to your
management’s attention. Please explain in this risk factor how management w ill
determine which entity —GRAFIK KOMPUTEROWY MIR Sp. Z.o.o. or you —will
receive a particular business opportunity.
Following the effective date of our registration statement…, page 11
4. We note your response to prior comment 6 and the new risk factor in cluded on page 11.
Please add a separate risk factor that describes the limited periodic reporting obligations
that will be imposed on you upon effectiveness of the registration statement. You should
inform holders that you will not be a fully reporting company because you are not
registering a class of securities under Section 12 of the Exchange Act, and you should
describe how reporting and other regulatory requirements applicable to a Section 15(d)
filer vary from those applicable to issuers of classes of securities registered under Section
12 of the Exchange Act , including the inapplicability of the proxy rules and Section 16 of
the Exchange Act . Please note that , in the alternative, you may file a Form 8 -A to
register your common stock under the Exchange Act to become a fully reporting
company . Please also include a third risk factor that explains the effect on investors of the
automatic reporting s uspension under Section 15(d) of the Exchang e Act .
Plan of Operation, page 23
5. You state in this section that your auditors have issued you a going concern opinion
because you expect no significant revenues until you implement your business plan and
execute your first service agreements. Please revise your disclosure to reflect the fact
that you have already executed your first service agreement.
6. We note that in response to prior comment 5 you removed the reference to that fact that
you anticipate incurring approximately $2,000 in early 2013 to set up office space and
obtain the n ecessary equipment to begin your operations. Please clarify whether you
have already obtained such equipment and if not, tell us how you are able to service your
current contract with Paliwa Spolka. To the extent that you are relying on equipment
from Ms. Antaniuk’s business, GRAFIK KOMPUTEROWY MIR, please revise to
indicate as such and clarify how long you anticipate relying on Ms. Antaniuk’s business
resources.
Report of Independent Registered Public Accounting Firm, page 32
7. Please revise the report o f your independent registered public accounting firm to refer to
their audit of the company’s February 29, 2012 balance sheet.
Iryna Antaniuk
Flux Technologies, Corp.
May 25, 2012
Page 3
You may contact Kathleen Collins, Accounting Branch Chief, at (202) 551 -3499 if you
have any questions regarding comments on the financial statements and related matters. Please
address questions regarding all other comments to Matthew Crispino, Staff Attorney, at (202)
551-3456 or, in his absence, to me at (202) 551 -3735. 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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Incorp Services, Inc.