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May 11, 2012

FLUX  TECHNOLOGIES,  CORP.

21 Komorowo Street, Suite 2

Wolsztyn Poland 64-200

Tel: 48-717106868

fluxtechcorp@gmail.com

May 11, 2012

United States

Securities and Exchange Commission

Washington, DC 20549

To the Attention of:  Mr. Matthew Crispino and Mr. Mark P. Shuman

Re: Flux Technologies, Corp.

Registration Statement on Form S-1,

Filed on April 6, 2012

Filing No. 333-180624

Dear Mr. Matthew Crispino and Mr. Mark P. Shuman:

Further to your letter dated May 4, 2012, concerning the deficiencies in Registration Statement on Form S-1 filed on April 6, 2012, we provide the following responses:

General:

1. SEC Comment: Since you appear to qualify as an “emerging growth company”, as defined in the Jumpstart Our Business Startup 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 Act of 1934; and

- Your election under Section 107(b) of the Act:

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

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 new 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 exempt in any event as a result of your status as a Smaller Reporting Company.

Response: In response to this comment the company revised its prospectus as requested:

WE ARE AN “EMERGING GROWTH COMPANY”, AND ANY DECISION ON OUR PART TO COMPLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES COULD MAKE OUR COMMON STOCK LESS ATTARCTIVE TO INVESTORS.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although, if the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 of any year before the end of that five-year period, we would cease to be an “emerging growth company” as of the following December 31. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under Section 107(b) of the Jumpstart Our Business Startups Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail our self of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

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2. SEC Comment: 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 definition in your analysis.

Response: In response to this comment the company referred to Rule 405 of Regulation C under the Securities Act of 1933. Rule 405 of Regulation C defines a “shell company” as a registrant that has: (1) no or nominal operations; and (2) either (i) no or nominal assets; assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

The Registrant does not believe that it is a “shell company” as described under Rule 405 of Regulation C under the Securities Act of 1933, as amended.  Specifically, the Registrant does not believe that it can be classified as a company having “no or nominal operations”.  From inception, the Registrant’s management has devoted a significant amount of time to form the company, to develop its business plan, to research the 3D animation market and look for potential customers. On February 17, 2012 the Registrant executed a professional services agreement with Paliwa Spólka z o. o. to provide 3D animation services. On May 1, 2012 the first revenue of $2,450 was recognized pursuant to the signed service agreement.  To date, the following work was commenced pursuant to the service agreement:

-  Paliwa Spolka z.o.o.’s project requirements along with necessary documents and preferences were determined;

- A preliminary study of the building design concepts was conducted;

- Illustrations and other materials to show the suggested interior and exterior design options and AutoCAD layouts were prepared;

- First draft of beta architectural 3D still images and renderings was sent to customer for approval and checking;

Currently, further work is being done to fully commence the work pursuant to the signed service agreement.

The Registrant does not believe that the above-mentioned activities it has undertaken in the furtherance of its planned business can be classified as having “no or nominal operations”.

3. SEC Comment: 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 the time for which the selling shareholders have held the securities, we are concerned that this transaction could be a primarily offering of your shares to the public, which 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 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.

Response:  In response to this comment the company respectfully submits that the resale offerings of shares of its common stock included in the Registration Statement are appropriately characterized as transactions eligible to be made under Rule 415(a)(1)(i) of Regulation C, and are not primary offerings of the shares to the public.

Rule 415(a)(1)(i) provides that “[s]ecurities may be registered for an offering to be made on a continuous or delayed basis in the future, [p]rovided, [t]hat . . . [t]he registration statement pertains only to . . . [s]ecurities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.” The shares of the company’s common stock included in the Registration Statement are being offered or sold solely by shareholders of the company, not by the company, a subsidiary of the company, or a person of which the company is a subsidiary. Moreover, the company will receive none of the proceeds from the sale of any such shares of common stock.

In addition to the question of who receives the proceeds of an offering, the consideration of “how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer” is required. Securities Act Rule CDI Question 612.09. The company respectfully submits that analysis of these and other factors confirms that the resale offerings of shares of its common stock constitute genuine secondary offerings and not primary offerings, for the following reasons:

Circumstances Under Which the Selling Shareholders Received the Shares. All of the outstanding shares of common stock included in the Registration Statement were purchased from the company for cash in the private placements. Each of the investors in the private placement represented at the time of purchase that the investor was acquiring the outstanding shares included in the Registration Statement for investment purposes and not with a view to distribution in violation of the Securities Act. The fact that the shares were acquired for full consideration and the selling shareholders will have borne the investment risk associated with such securities for a substantial period of time, is consistent with the investors’ representations to the company and the company’s view that the resale offerings of shares of its common stock constitute genuine secondary offerings.

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Relationship of the Selling Shareholders to the Issuer. The company has no commitment, agreement, arrangement or understanding with any selling shareholder regarding a distribution of the shares of common stock included in the Registration Statement, and those selling shareholders who sell shares pursuant thereto will do so without collecting a fee, commission or other payment from the company. In addition, none of the selling shareholders’ acquisitions of the outstanding shares covered by the Registration Statement were conditioned on the selling shareholders’ assured ability to resell the underlying shares. Rather, each selling shareholder made an irrevocable commitment at the time of investment to acquire the shares of common stock, and so acquired the securities for their own account. Accordingly, the selling shareholders have solely borne the risk associated with their investment in the common stock issued by the company. These facts illustrate that the resale offerings are secondary in nature.

Length of Time the Selling Shareholders Have Held the Shares. As of May 11, 2012, all of the outstanding shares sold pursuant to the Registration Statement will have been held by the selling shareholders for more than 4 months since the original purchase of such shares from the company, placing the full risk of investing in such shares on the investors over a quite substantial period of time.

Amount of Shares Involved. The company does not believe that the amount of common stock being registered alone warrants recharacterizing valid secondary offerings as primary offerings. The amount of shares being offered is only one of several factors to be considered in evaluating whether, under “all the circumstances,” a purported secondary offering is instead a primary offering. Securities Act Rules CDI Question 612.09. Other facts discussed in this letter, such as various investors’ represented investment intent, circumstances under which the selling shareholders received the shares, the selling shareholders’ holding periods, and the relationship of the selling shareholders to the company, support the appropriate characterization of the offerings as secondary in nature.

Whether Sellers are in the Business of Underwriting Securities.  The company disclosed on page 12 of the Registration Statement  information regarding the selling shareholders, where none of the selling shareholders  1) has had a material relationship with us other than as a shareholder at any time within the past three years; 2) has ever been one of our officers or directors; 3) is a broker-dealer; or a broker-dealer's affiliate. All selling shareholders have advised the company that they purchased the relevant shares of common stock in the ordinary course of business or for investment purposes and not with intent to distribute such shares in violation of the Securities Act.

Whether Under All the Circumstances It Appears That the Sellers Are Acting as a Conduit for the Issuer. The company respectfully submits that the selling shareholders should in no manner be deemed to be acting as its conduit in a distribution of common stock. The company has no commitment, agreement, arrangement or understanding with any selling shareholder regarding a distribution of shares of common stock included in the Registration Statement, nor will the company receive any proceeds from the resale of such shares. To the knowledge of the company, none of the selling shareholders has any agreement or understanding as to the sale of any shares of common stock included in the Registration Statement, nor, to the knowledge of the Company, do such shareholders have an obligation to sell such shares. As of May 11, 2012, all of such shares will have been acquired from the company more than 4 months ago. All of the outstanding shares included in the Registration Statement were purchased for full consideration, unconditionally and irrevocably, at the time of their issuance, placing the full risk of investing in such shares on the investors over a substantial period of time. The company respectfully submits that given the totality of these facts, the selling shareholders are not acting as conduits for the company and therefore the resale offerings of shares of the company’s common stock constitute genuine secondary offerings and not primary offerings.

Registration Statement Cover Page

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

Response:  In response to this comment the company moved the date of the prospectus to the prospectus cover page.

Summary, page 5

5. SEC Comment: 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 assets, and that you do not set up an office in Poland or acquire the necessary equipment to begin your operations until 2013. Please revise your disclosure throughout your prospectus to clarify the current status of your business. Please discuss in detail the business activities that you have undertaken to date, including the activities undertaken to secure the service agreement with Paliwa Spolka z. o.o. Also, clarify when you expect to begin work in connection with the agreement, when you anticipate receiving payment (we note that half of the agreed-upon fee is paid as a dep