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SEC Comment Letter for Atlas Lithium Corp (ATLX) (CIK 0001540684) (ATLX) — Jan 23, 2013

Atlas Lithium Corp (ATLX) (CIK 0001540684)
Date: Jan. 23, 2013 · CIK: 0001540684 · Accession: 0000000000-13-003721

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Urgency
Document Type
Confidence
SEC Posture
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Summary

Reasoning

File numbers found in text: 333-180624

Date
January 22, 2013
Author
/s/ Mark P. Shuman
Form
UPLOAD
Company
Atlas Lithium Corp (ATLX) (CIK 0001540684)

Letter

January 22, 2013 Via Email Marc Fogassa Chief Executive Officer Flux Technologies, Corp. 324 South Beverly Drive , Suite 118 Beverly Hills , CA 90212

Re: Flux Technologies, Corp. Current Report on Form 8 -K Filed December 26, 2012 File No. 333-180624

Dear Mr. Fogassa :

This letter is to advise you that a preliminary review of the above -referenced current report on Form 8 -K indicates a potential lack of compliance with the applicable requirements of the form . In this regard, please address the following:

1. You appear to have been a shell company before the transaction. See Exchange Act Rule 12b-2, and f or guidance, refer to Section II.A.3 of SEC Release No. 34-52038. Please provide us with a legal analysis regarding whether you ceased being a shell company after the transaction . Ensure that your analysis addresses whether you acquired an operating business or more than nominal assets. For guidance, refer to S ection II.D.3 of SEC Release No. 34-52038.

Please contact Evan S. Jacobson , Attorney -Advisor , at (202) 551 -3428 or me at (202) 551-3462 with any questions.

Sincerely,
/s/ Mark P. Shuman

Show Raw Text
January 22, 2013

Via Email

Marc Fogassa
Chief Executive Officer
Flux Technologies, Corp.
324 South Beverly Drive , Suite 118
Beverly Hills , CA 90212

 Re: Flux Technologies,  Corp.
  Current Report on Form 8 -K Filed December 26, 2012
  File No.  333-180624

Dear Mr. Fogassa :

 This letter is to advise you that a preliminary review of the above -referenced current
report  on Form 8 -K indicates a potential lack of compliance  with the applicable requirements of
the form .  In this regard, please address the following:

1. You appear to have been  a shell company before the transaction.  See Exchange Act
Rule  12b-2, and f or guidance, refer to Section II.A.3 of SEC Release No.  34-52038.
Please provide us with a legal analysis regarding  whether you ceased being a shell
company after the transaction .  Ensure that your analysis addresses whether you acquired
an operating business or more than nominal assets.  For guidance, refer to S ection  II.D.3
of SEC Release No.  34-52038.

Please contact Evan S. Jacobson , Attorney -Advisor , at (202) 551 -3428 or me at
(202)  551-3462 with any questions.

      Sincerely,

      /s/ Mark P. Shuman

   Mark P. Shuman
   Branch Chief - Legal

cc: Via Email
Jay Weil , Esq.
Guzov Ofsink, LLC