SEC Comment Letter for Atlas Lithium Corp (ATLX) (CIK 0001540684) (ATLX) — Feb 13, 2013
Atlas Lithium Corp (ATLX) (CIK 0001540684)
Date: Feb. 13, 2013 · CIK: 0001540684 · Accession: 0000000000-13-008565
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-180624
Referenced dates: January 22, 2013, January 30, 2013
Letter
February 1 3, 2013 Via Email Marc Fogassa Chief Executive Officer Brazil Minerals, Inc. (FKA 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 :
We have reviewed your letter dated January 30, 2013 in connection with the above -referenced filing an d have the following comments. Where prior comments are referenced, they refer to our letter dated January 22, 2013 .
1. We note your response to prior comment 1 and are unable to concur with your conclusion that you were not a shell company before the transaction. In addition, y ou claim to have acquired more than nominal assets in the transaction . As such, it appears that you ceased being a shell company after the transaction , and within four business days after completion of the transaction, you should have filed a current repo rt on Form 8 -K containing the information, including financial information, that would be required in a registration statement on Form 10 to register a class of securities under Section 12 of the Exchange Act. Please promptly file an amended Form 8 -K that includes all of the required disclosure and exhibits, including, without limitation, pro forma financial information . For guidance, refer to Section II.D.3 of SEC Release No. 34-52038. Please note that under certain conditions the acquisition of assets may be considered the acquisition of a business that requires financial statements for the acquired business .
Marc Fogassa Brazil Minerals, Inc . (FKA Flux Technologies Corp.) February 1 3, 2013 Page 2
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
February 1 3, 2013
Via Email
Marc Fogassa
Chief Executive Officer
Brazil Minerals, Inc. (FKA 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 :
We have reviewed your letter dated January 30, 2013 in connection with the
above -referenced filing an d have the following comments. Where prior comments are
referenced, they refer to our letter dated January 22, 2013 .
1. We note your response to prior comment 1 and are unable to concur with your conclusion
that you were not a shell company before the transaction. In addition, y ou claim to have
acquired more than nominal assets in the transaction . As such, it appears that you ceased
being a shell company after the transaction , and within four business days after
completion of the transaction, you should have filed a current repo rt on Form 8 -K
containing the information, including financial information, that would be required in a
registration statement on Form 10 to register a class of securities under Section 12 of the
Exchange Act. Please promptly file an amended Form 8 -K that includes all of the
required disclosure and exhibits, including, without limitation, pro forma financial
information . For guidance, refer to Section II.D.3 of SEC Release No. 34-52038. Please
note that under certain conditions the acquisition of assets may be considered the
acquisition of a business that requires financial statements for the acquired business .
Marc Fogassa
Brazil Minerals, Inc . (FKA Flux Technologies Corp.)
February 1 3, 2013
Page 2
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