SecProbe.io

CORRESP
 1
 filename1.htm

 Atlas
Lithium Corporation

 Rua
Antonio de Albuquerque, 156 - 17th Floor

 Belo Horizonte, Minas Gerais, Brazil, 30.112-010

 August
29, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy and Transportation

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Claudia
 Rios

 Re:
 Atlas
 Lithium Corporation

 Registration
 Statement on Form S-3

 File
 No. 333- 289805

 Filed
 August 22, 2025

 Dear
Ms. Rios:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Atlas Lithium Corporation (the "Company") hereby requests that
the effective date of the above referenced Registration Statement on Form S-3 be accelerated so that it will become effective at 4:00
p.m. Eastern time on September 3, 2025, or as soon as practicable thereafter.

 Please
contact Era Anagnosti of DLA Piper LLP (US), counsel to the Company, at (202) 799-4087 with any questions, and please notify her when
this request for acceleration has been granted.

 Sincerely,

 ATLAS LITHIUM CORPORATION

 By:
 /s/
 Marc Fogassa

 Name:

 Marc Fogassa

 Title:
 Chief Executive Officer

 cc:
Era Anagnosti, DLA Piper LLP (US)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 29, 2025

Marc Fogassa
Chief Executive Officer
Atlas Lithium Corporation
Rua Antonio de Albuquerque, 156 17th Floor
Belo Horizonte, Minas Gerais
Brazil, 30.112-010

 Re: Atlas Lithium Corporation
 Registration Statement on Form S-3
 Filed August 22, 2025
 File No. 333-289805
Dear Marc Fogassa:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Era Anagnosti, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Atlas
Lithium Corporation

Rua
Bahia, 2463 – Suite 205

Belo
Horizonte, Minas Gerais, Brazil 30.160-012

September
14, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Office
of Energy and Transportation

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Brad
    Skinner, Office Chief

    Michael
    Purcell, Examiner

    Re:

    Atlas
    Lithium Corporation

    Registration
    Statement on Form S-3

    File
    No. 333-274223

Dear
Mr. Skinner and Mr. Purcell:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Atlas Lithium Corporation hereby requests that the effective date of the above
referenced Registration Statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern time on September
18, 2023, or as soon as practicable thereafter.

Please
contact Era Anagnosti of DLA Piper LLP (US) at (202) 799-4000 with any questions, and please notify her when this request for acceleration
has been granted.

    Sincerely,

    ATLAS
    LITHIUM CORPORATION

    By:
    /s/
    Marc Fogassa

    Name:
    Fogassa

    Title:
    Chief
    Executive Officer

    cc:
    Era
    Anagnosti, DLA Piper LLP (US)

United States securities and exchange commission logo
September 1, 2023
Marc Fogassa
Chief Executive Officer and Chairman of the Board
Atlas Lithium Corporation
Rua Bahia, 2463 – Suite 205
Belo Horizonte, Minas Gerais
Brazil 30.160-012
Re:Atlas Lithium Corporation
Registration Statement on Form S-3
Filed August 25, 2023
File No. 333-274223
Dear Marc Fogassa:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Era Anagnosti

CORRESP
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Atlas
Lithium Corporation

Rua
Bahia, 2463 - Suite 205

Belo
Horizonte, Minas Gerais 30.160-012, Brazil

January
5, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tim Levenberg

    Re:
    Atlas
    Lithium Corporation

    Registration
    Statement on Form S-1, as amended

    Filed
    January 28, 2022

    File
    No. 333-262399

Dear
Mr. Levenberg:

In
accordance with Rule 461 of Regulation C under the Securities Act of 1933, as amended, Atlas Lithium Corporation (the “Company”)
hereby requests acceleration of the effective date of its Registration Statement on Form S-1, as amended (File No. 333-262399) (the “Registration
Statement”). The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m., Eastern Time,
on Monday, January 9, 2023, or as soon as practicable thereafter.

The
Company understands that the staff of the Securities and Exchange Commission will consider this request as confirmation by the Company
that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by
the Registration Statement.

Please
call Lynne Bolduc, Esq. of Fitzgerald Kreditor Bolduc Risbrough, LLP, counsel to the Company, at (949) 788-8900 to confirm the effectiveness
of the Registration Statement.

Thank
you for your assistance in this matter. Please contact me if you have any comments or questions.

    Very
    truly yours,

    By:
    /s/
    Marc Fogassa

    Name:
    Marc
    Fogassa

    Title:
    Chief
    Executive Officer

    cc:
    Disclosure
    Law Group, a Professional Corporation

                         Daniel
    W. Rumsey, Esq.

CORRESP
1
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VIA
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100
F Street, N.E.

Washington, D.C. 20549

    Re:
    Atlas
    Lithium Corporation

    Registration
    Statement on Form S-1

    File
    No. 333- 262399

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), EF Hutton, division
of Benchmark Investments, LLC, as underwriter, hereby joins Atlas Lithium Corporation. (the “Company”) in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-262399)
(the “Registration Statement”) to become effective on Monday, January 9, 2023, at 4:30 p.m., Eastern Time, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel may orally request via telephone call to the Division
of Corporation Finance of the Securities and Exchange Commission.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus
dated January 3, 2023, to underwriters, dealers, institutions, and others prior to the requested effective time of the Registration Statement.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    EF
    Hutton, division of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
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    ATTORNEYS
    AT LAW

Michael
J. FitzGerald*

Eoin
L. Kreditor*

Lynne
Bolduc

Robert
C. Risbrough

George
Vausher, LLM, CPA‡

David
M. Lawrence

Robert
M. Yoakum

Sherilyn
Learned O’Dell

Charles
C. McKenna

David
R. Hunt

Natalie
F. Foti

Brook
John Changala

Josephine
Rachelle Aranda

Pfrancez
C. Quijano

William
Allen Miller

Sam
Sayed

John
M. Marston†

Deborah
M. Rosenthal†

Maria
M. Rullo†

November
16, 2022

    VIA
    EDGAR
    Author’s
    Email: lbolduc@fkbrlegal.com

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
John Coleman, Craig Arakawa,

Timothy
S. Levenberg, and Loan Lauren Nguyen

    Re:
    Atlas Lithium Corporation

    Amendment No. 6 to Registration Statement
    on Form S-1

    Filed November 16, 2022

    File No. 333-262399

Ladies
and Gentlemen:

On
behalf of Atlas Lithium Corporation (the “Company”), we are responding to the comment (the “Comment”) of the
staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated November 15, 2022 (the “Comment
Letter”), relating to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”).

Set
forth below is the Company’s response to the Comment. The heading and page number in this letter correspond to the heading and
page number contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s
comment in boldface below. Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement.

Amendment
No. 6 to Registration Statement on Form S-1

Risk
Factors

Our
stock price may be volatile, and you could lose all or part of your investment., page 16

 1. You
                                            disclose that “the trading price of your common stock following this offering may fluctuate
                                            substantially and may be higher or lower than the public offering price. This may be especially
                                            true for companies with a small public float.” You further disclose that “the
                                            stock market in general, and the market for technology companies in particular, have experienced
                                            extreme price and volume fluctuations that have often been unrelated or disproportionate
                                            to the operating performance of those companies.” We note recent instances of extreme
                                            stock price run-ups followed by rapid price declines and stock price initial public offerings,
                                            particularly among companies with relatively smaller public floats. Please revise this risk
                                            factor to address the potential for rapid and substantial price volatility and any known
                                            factors particular to your offering that may add to this risk and discuss the risks to investors
                                            when investing in stock where the price is changing rapidly. Clearly state that such volatility,
                                            including any stock-run up, may be unrelated to your actual or expected operating performance
                                            and financial condition or prospects, making it difficult for prospective investors to assess
                                            the rapidly changing value of your stock.

2
Park Plaza, Suite 850 ˖ Irvine, California 92614 | 800 West Sixth Street, Suite 1500 ˖ Los Angeles, California 90017

Telephone: 949-788-8900 ˖ Facsimile: 949-788-8980 ˖ www.fkbrlegal.com

*Professional
Corporation ˖ †Of Counsel ˖ ‡Certified Specialist in Estate Planning, Trust & Probate Law, and in Taxation
Law, State Bar of California

    November
                                            16, 2022

Page 2 of 3

Response:
We have revised the risk factor to address the Staff’s comment, as follows:

Our
stock price may be volatile, and you could lose all or part of your investment.

The
trading price of our common stock following this offering is likely to be volatile, may fluctuate substantially, and may be higher or
lower than the Underwritten Offering price. Our common stock may also be subject to rapid and substantial price volatility. There have
been recent instances of extreme stock price run-ups followed by rapid price declines following initial public offerings, with stock
price volatility seemingly unrelated to company performance, particularly among companies with relatively smaller public floats, and
we expect that such instances may continue and/or increase in the future. Contributing to this risk of volatility are a number of factors.
First, our shares of common stock are likely to be more sporadically and thinly traded than that of larger, more established companies.
As a consequence of this lack of liquidity, the trade of relatively small quantities of shares by our stockholders may disproportionately
influence the price of those shares in either direction. The price of our common stock could, for example, decline precipitously in the
event that a large number of our shares are sold on the market without commensurate demand as compared to a seasoned issuer that could
better absorb those sales without adverse impact on its stock price. Second, we are a speculative investment due to our limited operating
history in our current business strategy, not being profitable, and being an exploration stage company with no guarantee that our properties
will result in the commercial extraction of mineral deposits. As a consequence of this enhanced risk, more risk-adverse investors may,
under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell
their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established
company that has a relatively large public float.

In
addition, the market price of our common stock is also subject to significant fluctuations in response to, among other factors:

    ●
    changes
    to our industry, including demand and regulations;

    ●
    failure
    to achieve commercial extraction of mineral deposits from any of our properties;

    ●
    absence
    of any reserves contained within our properties, and loss of any funds spent on exploration and evaluation;

    ●
    we
    may not be able to compete successfully against current and future competitors;

    ●
    competitive
    pricing pressures;

    ●
    our
    ability to obtain working capital financing as required;

    ●
    additions
    or departures of key personnel;

    ●
    sales
    of our common stock;

    ●
    our
    ability to execute our business plan;

    ●
    operating
    results that fall below expectations;

    ●
    any
    major change in our management;

    ●
    changes
    in accounting standards, procedures, guidelines, interpretations or principals; and

    ●
    economic,
    geo-political and other external factors, particularly within the country of Brazil.

    November
                                            16, 2022

Page 3 of 3

Many
of these factors are beyond our control and may decrease the market price of our common stock. Such volatility, including any stock run-ups,
may be unrelated or disproportionate to our actual or expected operating performance and financial condition or prospects, making it
difficult for prospective investors to assess the rapidly changing value of our common stock.

Furthermore,
the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors,
as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market
price of our common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading
market for our stock shortly following this offering. If the market price of our common stock after this offering does not exceed the
per share Underwritten Offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

Further,
in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities
class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could
result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such
litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

Please
direct any questions or comments concerning this response letter to the undersigned at (949) 788-8900 or by email at lbolduc@FKBRlegal.com.

    Very
    truly yours,

    /s/
    Lynne Bolduc

    Lynne
    Bolduc

    cc:
    Marc
    Fogassa, CEO, Atlas Lithium Corporation

United States securities and exchange commission logo
November 15, 2022
Marc Fogassa
Chief Executive Officer and Chairman of the Board
Atlas Lithium Corporation
Rua Bahia, 2463, Suite 205
Belo Horizonte, Minas Gerais 30.160-012
Brazil
Re:Atlas Lithium Corporation
Amendment No. 5 to Registration Statement on Form S-1
Filed November 1, 2022
File No. 333-262399
Dear Marc Fogassa:
            We have reviewed your amended 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.
Amendment No.5 to Registration Statement on Form S-1
Risk Factors
Our stock price may be volatile, and you could lose all or part of your investment., page 16
1.You disclose that "the trading price of your common stock following this offering may
fluctuate substantially and may be higher or lower than the public offering price. This may
be especially true for companies with a small public float." You further disclose that "the
stock market in general, and the market for technology companies in particular, have
experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of those companies." We note recent
instances of extreme stock price run-ups followed by rapid price declines and stock price
volatility seemingly unrelated to company performance following a number of recent

 FirstName LastNameMarc Fogassa
 Comapany NameAtlas Lithium Corporation
 November 15, 2022 Page 2
 FirstName LastName
Marc Fogassa
Atlas Lithium Corporation
November 15, 2022
Page 2
initial public offerings, particularly among companies with relatively smaller public
floats.  Please revise this risk factor to address the potential for rapid and substantial price
volatility and any known factors particular to your offering that may add to this risk and
discuss the risks to investors when investing in stock where the price is changing rapidly.
Clearly state that such volatility, including any stock-run up, may be unrelated to your
actual or expected operating performance and financial condition or prospects, making it
difficult for prospective investors to assess the rapidly changing value of your stock.
            You may contact John Coleman, Mining Engineer, at 202-551-3610 or Craig
Arakawa, Accounting Branch Chief, at 202-551-3650 if you have questions regarding
engineering comments.  Please contact Timothy S. Levenberg, Special Counsel, at 202-551-3707
or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Lynne Bolduc, Esq.

United States securities and exchange commission logo
October 5, 2022
Marc Fogassa
Chief Executive Officer and Chairman of the Board
Brazil Minerals, Inc.
Rua Bahia, 2463, Suite 205
Belo Horizonte, Minas Gerais 30.160-012
Brazil
Re:Brazil Minerals, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed September 22, 2022
File No. 333-262399
Dear Marc Fogassa:
            We have reviewed your amended 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.
Amendment No. 3 to Registration Statement on Form S-1
Exhibits
1.Please file a revised opinion from legal counsel which addresses the legality of the units.
Since you are offering units comprised of common stock and warrants, the opinion should
address the legality of the common stock, warrants, and the units themselves.  For
guidance, refer to Section II.B.1.h of Staff Legal Bulletin 19.

 FirstName LastNameMarc Fogassa
 Comapany NameBrazil Minerals, Inc.
 October 5, 2022 Page 2
 FirstName LastName
Marc Fogassa
Brazil Minerals, Inc.
October 5, 2022
Page 2
             You may contact John Coleman, Mining Engineer, at 202-551-3610 or Craig Arakawa,
Accounting Branch Chief, at 202-551-3650 if you have questions regarding engineering
comments.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Loan
Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Lynne Bolduc, Esq.

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June
3, 2022

BY
EDGAR

Irene
Barberena-Meissner, Esq.

Division
of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:
    Brazil
    Minerals, Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    April 18, 2022

    File
    No. 333-262399

Dear
Ms. Barberena-Meissner:

This
letter is submitted on behalf of Brazil Minerals, Inc. (the “Company”) in response to the comments from the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in
a letter to the Company dated April 22, 2022 with respect to the Amendment No. 1 to Registration Statement on Form S-1 filed with the
Commission on April 18, 2022 (the “Amendment No. 1”). In connection with this letter responding to the Staff’s comments,
the Company is submitting Amendment No. 2 to the Registration Statement (the “Amendment No. 2”), which will include corresponding
changes in response to Staff’s comments. In this letter, each of the Staff’s comments is indicated in bold, followed by the
Company’s responses thereto.

Amendment
No. 1 to Registration Statement on Form S-1 Filed April 18, 2022

Business,
page 42

1.
We note your response to comment 1. Please revise to address the following with respect to your mineral resource estimate as required
by Item 1303(b)(3) of Regulation S-K:

● Report
resources for each class of mineral resource (measured, indicated, and inferred).

●
Disclose resources or reserves only for the portion attributable to your interest in the property.

● Disclose the price selected by the qualified person which provides a reasonable basis for establishing the prospects of economic
extraction.

● Disclose
the selected point of reference of the mineral resource.

● Disclose
the grade or quality of the mineral resource.

Response:

The
Company respectfully acknowledges the Staff’s comments and advises the Staff that the following information has been added to the
“Business Section” of Amendment No. 2 under the heading “Iron”:

Apollo
Resources has full and titled ownership of the mineral right in which the Rio Piracicaba Project (“RP Project”)
is being developed and 100% ownership of the RP Project. Therefore, the resources presented in the TRS are attributable to Apollo
Resources’ interest in such property. A summary table for each class of mineral resource (measured, indicated, and inferred) as
found in the TRS is also included below:

    Measured
    Mineral Resource
    Indicated
    Mineral Resource
    Inferred
    Mineral Resource

    Amount

 (tons)

    Grade
    Amount

 (tons)

    Grade

 (%
                                            iron)

    Amount

 (tons)

    Grade

 (%
                                            iron)

    Iron - Rio Piracicaba Project
        -
      -
      2,646,141
      33.74
      5,206,771
      30.40

The following disclosures apply to the summary table above:

1.
The definitions for Mineral Resources in Regulation S-K 1300 were followed for Mineral Resources.

2.
Mineral Resources are estimated at a cut-off grade of 20% iron.

3.
Mineral Resources are estimated using a long-term iron ore price of US$90 per dry metric tonne for the Platts/IODEX 62% iron fines
CFR China, and US$/BRL exchange rate of 5.25.

4.
Reasonable prospects for economic extraction were determined by benchmarking similar operations and developing a 20% iron cut-off
grade based on operating costs.

5.
The effective date is March 30, 2022.

The
specific point of reference for the mineral resources estimated in the RP Project has the following coordinates: 19o 56’
24.40” S and 43o 12’ 7.58” W. The specific point of reference is also identified in the map below.

Exhibit
Index, page 114

2.
We note Exhibit 96.1 has been incorporated by reference and includes a technical report summary of the Rio Piracicaba project. Please
revise your technical report summary to include disclosure required by Item 601(96)(iii)(B)(8)(iv), (10)(ii), (11)(i)(specific point
of reference), (11)(iii), (11)(v) and (11)(vii) of Regulation S-K.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the technical report summary (the “TRS”)
of the Rio Piracicaba Project has been revised as follows.

Sections
1.6 and 9.6 of the TRS have been revised to include the following paragraph:

In
the QP’s opinion, the sample preparation, analysis, security procedures and database verification at Rio Piracicaba Project comply
with industry standards and are adequate for use in the estimation of Mineral Resources.

Section
1.6 of the TRS has been revised to include the following paragraph:

The
QP is of the opinion that the data derived from the testing activities described above are adequate for the purposes of defining a Mineral
Resource.

Section
10.8 of the TRS has been revised to include the following paragraph:

The
QP is of the opinion that the data derived from the testing activities described above are adequate for the purposes of defining a Mineral
Resource. The results from ROUTE C, encompassing pre-concentration, grinding to P80 of 300 microns followed by MIMS at 4000 Gauss and
WHIMS at 11000 Gauss, was proved to be the best option, leading to a final concentrate grade of 64.2% Fe and iron recovery of 83.4% with
silica and alumina concentrations below the penalty levels.

Section
11.1.1 has been added to the TRS and its content is as follows:

The
specific point of reference for the mineral resources estimated in the RP Project has the following coordinates: 19o 56’
24.40” S and 43o 12’ 7.58” W. The specific point of reference is also identified in the map below.

Section
11.14 has been added to the TRS and its content is as follows:

Uncertainty
factors that may affect the indicated and inferred mineral resources estimates for the PR Project include:

    ●
    Variance
    in the grade and continuity of mineralization from what was interpreted by drilling and estimation techniques; and

    ●
    Density
    measurements.

Mineral
resources do not have demonstrated economic viability, but they have technical and economic constraints applied to them to establish
reasonable prospects for economic extraction.

The
geological evidence supporting indicated mineral resources is derived from adequately detailed and reliable exploration, sampling, and
testing, and is sufficient to reasonably assume geological and grade continuity. The indicated mineral resources are estimated with sufficient
confidence to allow the application of technical, economic, marketing, legal, environmental, social and government factors to support
mine planning and economic evaluation of the economic viability of the Project.

The
inferred mineral resources are estimated on the basis of limited geological evidence and sampling, but the information is sufficient
to imply, but not verify geological grade and continuity.

The
qualified person expects that the majority of the inferred mineral resources could be upgraded to indicated mineral resources with additional
drilling.

The
qualified person is of the opinion that all issues relating to all relevant technical and economic factors likely to influence the prospect
of economic extraction under the base case scenario for the RP Project – selling unprocessed raw iron ore – have been sufficiently
resolved with the information available at this time.

Section
13 of the TRS has been revised to read as follows:

It
is assumed based on the depth of the deposit that open pit mining is most appropriate. A cut-off grade has been determined based on operating
costs at neighboring mines.

The
cut-off grade can be calculated by taking the operating costs and dividing by the revenue. This is typically referred to as an external
cut-off grade. The formula is:

External
Cut-off = ((Mining + Process Costs) in US$/t product)/((Price US$/t product-transport costs))

Benchmarking
other mines in the Iron Quadrangle, Standard & Poor Market Intelligence Data Base shows the following average costs:

    Mining
    $3.69/dmt
    of concentrate

    Processing
    $5.13/dmt
    of concentrate

    Rail
    $1.72/dmt
    of concentrate

    Port
    $0.72/dmt
    of concentrate

    Shipping

    $12.98/dmt
    of concentrate

Using
a price of US$90 per dry metric tonne for the Platts/IODEX 62% Fe fines CFR China, and assuming an average Itabirite feed grade of 35%
Fe to produce a 62% Fe concentrate, we can develop an upgrade factor to adjust the costs based on lower feed grades. For Rio Piracicaba,
a 34.9% Fe Itabirite grade produced a 64.2% Fe product at an 83.4% recovery. Adjusting for feed grade, the upgrade factor is 64.2/34.9/0.834
= 2.2. Therefore it takes 2.2 tonnes of feed to make 1 tonne of concentrate. Using this factor, operating costs are adjusted to:

    Mining
    $8.12/t
    mined

    Process
    $11.29/t
    processed

    Revenue

    $90/dmt
    – 15.42/dmt transport costs = $74.58/dmt

Based
on operating costs of $19.41 and revenue of $74.58, the operating costs breakeven when the upgrade factor is 8.8. For a 62% product grade,
and an 8.8 upgrade factor (8.8 tonnes of feed per tonne of concentrate), the cut-off grade is 62/8.8/0.834= 8.4% Fe. As the surrounding
properties are larger producers, a cut-off grade of 20% Fe has been applied to the Mineral Resource to account for economies of scale
and to demonstrate reasonable prospects for eventual economic extraction.”

Section
14 of the TRS has been revised to read as follows:

As
discussed in Section 10, metallurgical test work has shown a 64% Fe product can be produced from the Itabirite. Processing would include
fine grinding to a P80 of 300 microns followed by MIMS and WHIMS magnetic circuits.

Section
15 of the TRS has been revised to read as follows:

With
the existing neighboring Minas Agua Limpa owned by Vale, all necessary infrastructure including rail is within close proximity.

Section
16 of the TRS has been revised to read as follows:

Iron
ore is freely traded, at prices that are widely known, so that prospects for sale of any production are virtually assured. A long-term
iron ore price of US$90 per dry metric tonne for the Platts/IODEX 62% Fe fines CFR China has been assumed based on a review of an iron
ore forecast from Knoema. Knoema, shows data out to 2030, available in the link below:

https://knoema.com/wxgcxde/commodity-price-forecasts-2020-2030-data-and-charts.

Iron
ore is the fundamental raw material in steelmaking, the world’s largest metals industry. Global crude steel production of 1.88
billion tonnes in 2020 generated a demand for 2.34 billion tonnes of iron ore, and the two industries are inextricably linked. Regularly-published
market assessments by independent commercial price reporting agencies are provided on subscription basis or available for public access
from a wide range of sources. These groups include S&P Global Platts Metal (Platts), Fastmarkets (previously Metal Bulletin), Argus
Media, and Shanghai Metals Market. Most indices are estimated and published as prices denominated in US$/dmt basis CFR China.

Section
17 of the TRS has been revised to read as follows:

The
current Rio Piracicaba Project is operating under an Exploration license. Additional environmental baseline and permitting would be required
to advance the Project.

Section
22 of the TRS has been revised to include the following paragraphs:

In
the QP’s opinion, the sample preparation, analysis, security procedures and database verification at Rio Piracicaba Project comply
with industry standards and are adequate for use in the estimation of Mineral Resources.”

The
QP is of the opinion that the data derived from the metallurgical testing activities are adequate for the purposes of defining a Mineral
Resource. The results from ROUTE C, encompassing pre-concentration, grinding to P80 of 300 microns followed by MIMS at 4000 Gauss and
WHIMS at 11000 Gauss, was proved to be the best option, leading to a final concentrate grade of 64.2% Fe and iron recovery of 83.4% with
silica and alumina concentrations below the penalty levels.

3.
Item 1302(a)(2) requires the registrant to determine if the qualified person meets the qualifications specified under the definition
of qualified person. We were unable to locate a public list of members in good standing, as required by the definition of a qualified
person, for the Geological Association of Canada or the Regional Council of Engineering and Agronomy of the state of Minas Gerais in
Brazil as noted on page 11 of your technical report. Please advise.

According
to Item 1302(a)(2):

“Qualified
person is an individual who is:

(1)
A mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under
consideration and in the specific type of activity that person is undertaking on behalf of the registrant; and

(2)
An eligible member or licensee in good standing of a recognized professional organization at the time the technical report is prepared.
For an organization to be a recognized professional organization, it must:

(i)
Be either:

(A)
An organization recognized within the mining industry as a reputable professional association; or

(B)
A board authorized by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience or related field;

(ii)
Admit eligible members primarily on the basis of their academic qualifications and experience;

(iii)
Establish and require compliance with professional standards of competence and ethics;

(iv)
Require or encourage continuing professional development;

(v)
Have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides;
and

(vi)
Provide a public list of members in good standing.”

Orlando
Rocha has 30 years of experience as a professional geologist. For over 20 years, he has been directly involved in all aspects of iron
geological evaluation in the Iron Quadrangle mining district of Minas Gerais state in Brazil where the Rio Piracicaba iron project is
located. He is one of the most sought-after iron geologists in that part of Brazil because of his experience and expertise. In the opinion
of the registrant, Mr. Rocha meets the criteria set forth in item (1) above listed.

CREA
or Conselho Regional de Engenharia e Agronomia (Regional Council of Engineering and Agronomy) of the state of Minas Gerais is the regulated
entity which licenses professional geologists. CREA has the attributes delineated in items (2)(i)(B), (ii), (iii), (iv), (v) and (vi)
above. In particular, and as requested in the Staff’s comment, item (2)(vi) – provide a public list of members in good standing
– can be accessed via the public CREA website. The relevant page is below:

https://crea-mg.sitac.com.br/app/view/sight/externo?form=PesquisarProfissionalEmpresa

Upon
entering the name “Orlando Garcia Rocha Filho,” the site returns with the information that he is an Active member
(“Ativo”) of CREA. Please see screen print below and Mr. Orlando Rocha’s curriculum vitae attached.

Please note that we have also provided unaudited
financial statements for the quarter ended March 31, 2022 along with the related discussion in the Management’s Discussion and
Analysis of Financial Condition and Results of Operations section in Amendment No. 2.

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information
regarding the foregoing, please do not hesitate to contact me.

    Very
    truly yours,

    /s/
    Marc Fogassa

    Marc
    Fogassa

    Chief
    Executive Officer

    Brazil
    Minerals, Inc.

United States securities and exchange commission logo
April 22, 2022
Marc Fogassa
Chief Executive Officer and Chairman of the Board
Brazil Minerals, Inc.
Rua Bahia, 2463 , Suite 205
Belo Horizonte , Minas Gerais 30.160-012
Brazil
Re:Brazil Minerals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 18, 2022
File No. 333-262399
Dear Mr. Fogassa:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our February 16, 2022 letter.
Form S-1/A Filed April 18, 2022
Business, page 42
1.We note your response to comment 1.  Please revise to address the following with respect
to your mineral resource estimate as required by Item 1303(b)(3) of Regulation S-K:

•Report resources for each class of mineral resource (measured, indicated, and
inferred).
•Disclose resources or reserves only for the portion attributable to your interest in the
property.
•Disclose the price selected by the qualified person which provides a reasonable basis

 FirstName LastNameMarc Fogassa
 Comapany NameBrazil Minerals, Inc.
 April 22, 2022 Page 2
 FirstName LastName
Marc Fogassa
Brazil Minerals, Inc.
April 22, 2022
Page 2
for establishing the prospects of economic extraction.
•Disclose the selected point of reference of the mineral resource.
•Disclose the grade or quality of the mineral resource.
Exhibit Index, page 114
2.We note Exhibit 96.1 has been incorporated by reference and includes a technical report
summary of the Rio Piracicaba project.  Please revise your technical report summary to
include disclosure required by Item 601(96)(iii)(B)(8)(iv), (10)(ii), (11)(i)(specific point
of reference), (11)(iii), (11)(v) and (11)(vii) of Regulation S-K.
3.Item 1302(a)(2) requires the registrant to determine if the qualified person meets the
qualifications specified under the definition of qualified person.  We were unable to locate
a public list of members in good standing, as required by the definition of a qualified
person, for the Geological Association of Canada or the Regional Council of Engineering
and Agronomy of the state of Minas Gerais in Brazil as noted on page 11 of you technical
report.  Please advise.
            You may contact John Coleman, Mining Engineer, at 202-551-3610 or Craig Arakawa,
Accounting Branch Chief, at 202-551-3650 if you have questions regarding engineering
comments.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Loan
Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Peter J. Wilke

CORRESP
1
filename1.htm

April
18, 2022

BY
EDGAR

Irene
Barberena-Meissner, Esq.

Division
of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Brazil
    Minerals, Inc.

    Registration
    Statement on Form S-1

    Filed
    January 28, 2022

    File
No. 333-262399

Dear
Ms. Barberena-Meissner:

This
letter is submitted on behalf of Brazil Minerals, Inc. (the “Company”) in response to the comments from the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in
a letter to the Company dated February 16, 2022 with respect to the Registration Statement on Form S-1 filed with the Commission on January
28, 2022 (the “Registration Statement”). In connection with this letter responding to the Staff’s comments, the Company
is submitting Amendment No. 1 to the Registration Statement (the “Amendment”), which will include corresponding changes in
response to Staff’s comments.

In
this letter, each of the Staff’s comments is indicated in bold, followed by the Company’s responses thereto. Page number
references in the responses below are to the page numbers of the Amendment. Capitalized terms used but not defined in this letter have
the meanings ascribed thereto in the Amendment.

    Page 1 of  3

Registration
Statement on Form S-1 Filed January 28, 2022

Business,
page 58

1.
We note that you disclose estimates of mineralization that have been prepared in accordance with a jurisdiction outside the United States,
such as NI 43-101. All estimates of mineralization should be prepared in accordance with the definitions established under U.S. Securities
Law. Please revise to remove these estimates.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that all estimates of mineralization that have
been prepared in accordance with a jurisdiction outside of the United States have been removed, except for the one estimate of mineralization
prepared in accordance with the definitions established under U.S. Securities Law. Such remaining estimate is found in our “Business
Section” under the heading “Iron” on page 33 of the Amendment and reads as follows:

On
April 5, 2022, we filed a Current Report on Form 8-K with the SEC, with the Technical Report Summary (“TRS”) of the RP Project
prepared in accordance with the standards set forth in Item 1300 of Regulation S-K and attached thereto as Exhibit 96.1. The TRS is also
incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part. The TRS presents an estimate
of 7.85 million tons of iron ore resources within approximately 10% of the area of the RP Project which was studied.

2.
Please revise to include a brief summary of your exploration plans and the associated cost for each property. To the extent this information
has not been determined please include a statement to this effect in your disclosure.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that requested summary of the Company’s exploration
plans and the associated costs for each property are included in the Amendment under the heading “Mineral Properties” beginning
on page 37.

Please
see the disclosures added below:

Lithium
Projects

With
respect to the Minas Gerais Lithium Project, our exploration plan as of the date of this prospectus is:

a)
to continue to drill the current mineral right which is being explored to assess continuation and estimate volume of litiniferous spodumene
deposits;

b)
to publicly present an initial technical report of our exploration efforts prepared in accordance with the standards set forth in Item
1300 of Regulation S-K followed thereafter by updated versions of such report as more drilling and more data becomes available;

c)
to begin exploratory drilling on many target areas with pegmatites which our field geologists have identified;

d)
to continue careful geological map on foot of the vast mineral rights landbank that we have (45,456 acres in total) for presence of additional
pegmatites;

e)
to continue mineralogical analysis of sampled spodumene from our deposits with the intent of developing a processing route for spodumene
concentrate, a commercial product.

    Page 2 of  3

We
believe that a budget of $2,500,000 for the next 12 months would allow us to obtain material progress in the planned items listed above.

With
respect to the Northeastern Brazil Lithium Project, our current exploration plan as of the date of this prospectus is to initially open
five to ten trenches and drill three to five exploratory holes in a few specific areas.

We
believe that a budget of $500,000 for the next 12 months would allow us to obtain material progress in these efforts.

Other
Strategic Minerals

With
respect to the properties listed above (rare earths, nickel, cobalt, titanium, and graphite), we do not have detailed exploration plans
or budgets, as we have focused our attention and limited resources to date primarily towards our Lithium Projects.

Initial
Properties

With
respect to the properties listed above (alluvial gold and diamonds, industrial sand), we do not anticipate any exploration activity in
the foreseeable future.

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information
regarding the foregoing, please do not hesitate to contact me.

    Very
    truly yours,

    /s/
    Marc Fogassa

    Marc
    Fogassa

    Chief
    Executive Officer

    Brazil
    Minerals, Inc.

    Page 3 of  3

United States securities and exchange commission logo
February 16, 2022
Marc Fogassa
Chief Executive Officer and Chairman of the Board
Brazil Minerals, Inc.
Rua Vereador João Alves Praes, 95-A
Olhos D’Água , Minas Gerais 39.398-000
Brazil
Re:Brazil Minerals, Inc.
Registration Statement on Form S-1
Filed January 28, 2022
File No. 333-262399
Dear Mr. Fogassa:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1 Filed January 28, 2022
Business, page 58
1.We note that you disclose estimates of mineralization that have been prepared in
accordance with a jurisdiction outside the United States, such as NI 43-101.  All estimates
of mineralization should be prepared in accordance with the definitions established under
U.S. Securities Law.  Please revise to remove these estimates.
2.Please revise to include a brief summary of your exploration plans and the associated cost
for each property.  To the extent this information has not been determined please include a
statement to this effect in your disclosure.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameMarc Fogassa
 Comapany NameBrazil Minerals, Inc.
 February 16, 2022 Page 2
 FirstName LastName
Marc Fogassa
Brazil Minerals, Inc.
February 16, 2022
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact John Coleman, Mining Engineer, at 202-551-3610 or Craig Arakawa,
Accounting Branch Chief, at 202-551-3650 if you have questions regarding engineering
comments.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Loan
Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jay Weil, Esq.

CORRESP
1
filename1.htm

BRAZIL MINERALS, INC.

1443 E Washington Blvd, Suite 278

Pasadena, CA 91104

June 10, 2021

By EDGAR

Karina Dorin, Esq.

Office of Energy & Transportation

Division of Corporate Finance

Securities and Exchange Commission

Washington, DC 20549

Re: 	Acceleration Request

Brazil Minerals, Inc. (“Company”)

Registration Statement on Form S-1

File No. 333-256767 (“Registration
Statement”)

Dear Ms. Dorin:

The Company hereby requests, pursuant to Rule
461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that
such Registration Statement will become effective as of 10:00 a.m. on June 14, 2021, or as soon thereafter as practicable.

The Company hereby acknowledges that:

 · Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting
pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the Registration Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the Registration Statement; 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.

Very truly yours,

/s/ Marc Fogassa

Marc Fogassa

Chairman &
CEO

Brazil Minerals,
Inc.

cc: Anthony Panek, Esq.

United States securities and exchange commission logo
June 9, 2021
Marc Fogassa
Chief Executive Officer
Brazil Minerals, Inc.
1443 E Washington Blvd, Ste 278
Pasadena, CA 91104
Re:Brazil Minerals, Inc.
Registration Statement on Form S-1
Filed June 4, 2021
File No. 333-256767
Dear Mr. Fogassa:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anthony Michael Panek

Mail Stop 3561
November 7 , 2016

Via E -mail
Mr. M arc Fogassa
Chief Executive Officer
1443 East Washington Boulevard,  Suite 2 78
Pasadena, CA 91104

Re: Brazil Minerals, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2015
 Filed April 14 , 2016
File No. 000 -55191

Dear Mr. Fogassa :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of  their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Offices of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

November 2, 2016

BY EDGAR

Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel and Mining

Division of Corporate Finance

Securities and Exchange Commission

Mail Stop 3561

Washington, DC 20549

Ref: Brazil Minerals, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed April 14, 2016

File No. 000-55191

Dear Mr. Reynolds:

Reference is made to your comment letter, dated October 19, 2016, to Brazil Minerals, Inc. (the "Company") relating to the subject filing (the "Comment Letter"). Set forth below is each comment contained in the Comment Letter, followed by the Company's response thereto:

Form 10-K for the Fiscal Year Ended December 31, 2015

Item 2. Properties, page 16

1.

Please include a map showing the location and access to each material property pursuant to paragraph (b) (2) of Industry Guide 7.

The two sets of maps below will be added to Item 2 - Properties in future 10-K filings indicating the two material properties as of today. Additional maps will be added if the Company obtains any additional material properties.

a)

With respect to Mineração Duas Barras Ltda. ("MDB"):

Mr. John Reynolds

November 2, 2016

Page 2

a.

Map showing location of MDB

Mr. John Reynolds

November 2, 2016

Page 3

b

Map showing details of the gold, diamond, and sand mining concession owned by MDB (mineral right DNPM 806.569/1977):

Mr. John Reynolds

November 2, 2016

Page 4

b)

With respect to RST Recursos Minerais Ltda. ("RST"):

a.

Map showing location of RST

Mr. John Reynolds

November 2, 2016

Page 5

b.

Map showing details of the mineral right owned by RST which has started to be mined for gold and diamonds (mineral right DNPM 802.267/1977)

Mr. John Reynolds

November 2, 2016

Page 6

2.

Please include the expiration date associated with each of your mineral rights.

The table below is updated with the addition of an "Expiration Date" column. The table (updated as necessary) will be included in future 10-K filings.

DNPM Mineral Right Number

Mineral Right Status

Location

Subsidiary

Area of Mineral Right (in acres)

Minerals Currently Requested in Mineral Right Document

Expiration Date of Mineral Right (when applicable)

806.569/1977

MC

JRV

M                DB

422

diamond, gold, sand

n/a (1)

830.797/1982

MC

JRV

RST

102

diamond, gold

n/a (1)

830.062/1980

MC

JRV

RST

1,177

diamond, gold

n/a (1)

817.734/1968

MC

JRV

RST

5,202

diamond, gold

n/a (1)

807.497/1968

MC

JRV

RST

1,178

diamond, gold

n/a (1)

003.048/1956

MC

JRV

RST

905

diamond, gold

n/a (1)

003.047/1956

MC

JRV

RST

1,343

diamond, gold

n/a (1)

003.046/1956

MC

JRV

RST

1,039

diamond, gold

n/a (1)

003.045/1956

MC

JRV

RST

1,295

diamond, gold

n/a (1)

003.044/1956

MC

JRV

RST

678

diamond, gold

n/a (1)

830.749/1981

AMC

JRV

RST

591

diamond, gold

n/a (2)

830.746/1981

AMC

JRV

RST

55

diamond, gold

n/a (2)

830.921/1980

AMC

JRV

RST

276

diamond, gold

n/a (2)

830.919/1980

AMC

JRV

RST

318

diamond

n/a (2)

804.492/1977

AMC

JRV

RST

986

diamond, gold

n/a (2)

802.267/1977

AMC

JRV

RST

1,310

diamond, gold

n/a (2)

831.742/1987

AMC

JRV

RST

294

diamond

n/a (2)

830.998/1984

AMC

JRV

RST

730

diamond

n/a (2)

880.239/2009

RP

Apui

BMIXP

24,708

gold

n/a (2)

831.380/2014

RP

JRV

BMIXP

1,375

diamond, gold, gravel, sand

10/29/2018

831.398/2014

RP

JRV

BMIXP

994

diamond, gold, gravel, sand

11/13/2018

832.052/2006

RP

JRV

MDB

982

diamond, gold

n/a (2)

830.899/2013

RP

JRV

RST

1,443

diamond, gold

10/08/2018

830.898/2013

RP

JRV

RST

671

diamond, gold

06/10/2018

833.685/2006

RP

JRV

RST

130

diamond, gold

n/a (2)

832.108/2005

RP

JRV

RST

657

diamond, gold

n/a (3)

832.059/2014

ARP

JRV

BMIXP

1,152

diamond, gold, gravel, sand

n/a (4)

832.060/2014

ARP

JRV

BMIXP

1,052

diamond, gold, gravel, sand

n/a (4)

832.043/2007

ARP

JRV

BMIXP

19

diamond

n/a (4)

833.938/2006

ARP

JRV

BMIXP

1,236

diamond, gold

n/a (4)

Mr. John Reynolds

November 2, 2016

Page 7

Table Legend:

Ref: Mineral Right Status

MC: Mining Concession

AMC: Application for Mining Concession

RP: Research Permit

ARP: Application for Research Permit

Ref: Location

JRV: Jequitinhonha River valley, State of Minas Gerais, Brazil

Apui: Apui region, State of Amazonas, Brazil

Ref: Subsidiary

MDB: Mineração Duas Barras Ltda.

RST: RST Recursos Minerais Ltda.

BMIXP: BMIX Participações Ltda.

Ref: Expiration Date of Mineral Right

n/a (1): not applicable; mining concessions are in perpetuity under current law

n/a (2): not applicable; final research report approved by or being reviewed by the mining department

n/a (3): not applicable; in analysis at the mining department

n/a (4): not applicable; awaiting research permit to begin timeline

3.

We note your disclosure on page 16 regarding 4 million ounces of gold and your disclosure on page 25 regarding your forward looking estimates. Only proven and probable reserves and estimates thereof may be disclosed in filings with the United States Securities and Exchange Commission pursuant to paragraph (b) (5) of Industry Guide 7. Please revise to remove these estimates.

We will revise the last paragraph on page 16 to read as follows:

BMIXP holds title to a mineral rights claim for gold covering an area of 9,999.11 hectares, or approximately 24,708 acres, in region of Apui, State of Amazonas in Brazil. This area has had its final report submitted to us in November 2015 to the local mining department, and it was approved. Under Industry Guide 7, there are no proven or probable reserves in said property.

Mr. John Reynolds

November 2, 2016

Page 8

We will revise the first two paragraphs on page 25, and combine them to read as follows:

Our technical team performed calculations as to what can be expected from this new mining area with "white gravel". This area contains "white gravel", well formed, and known from our research drilling to contain diamonds and gold. Lacking for now a precise measure of density of recoverable diamonds and gold per unit of weight of such gravel, our team used the "best" and "worst" known densities from "white gravel" obtained at other areas which we mined within the same geological environment. These density measurements had been obtained from running volumes of such gravel through our diamond and gold recovery plant. Our recovery plant can process 45 cubic meters of gravel per hour, and therefore over a shift of eight hours in one working day it is capable of washing and filtering 360 cubic meters of gravel. Under Industry Guide 7, there are no publishable estimates.

After reviewing these responses, please advise us if you have any further questions or comments on the subject filing.

Very truly yours,

/s/ Marc Fogassa

Marc Fogassa

Chairman & CEO

Brazil Minerals, Inc.

cc:  Mr. John Coleman

Mail Stop 3561
October 19, 2016

Via E -mail
Mr. M arc Fogassa
Chief Executive Officer
1443 East Washington Boulevard,  Suite 2 78
Pasadena, CA 91104

Re: Brazil Minerals, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2015
 Filed April 14 , 2016
File No. 000 -55191

Dear Mr. Fogassa :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circum stances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015
Item 2.  Properties , page 16

1. Please include a map showi ng the location and access to each material property pursuant
to paragraph (b) (2) of Industry Guide 7.

2. Please include the expiration date associated with each of you r mineral rights.

3. We note your disclosure on page 16 regarding 4 million ounces of gold and your
disclosure on page 25 regarding your forward looking estimates.  Only proven and
probable reserves and estimates thereof may be disclosed in filings with the United States
Securities and Exchange Commission pursuant to paragraph (b) (5) of In dustry Guide 7.
Please revise to remove these estimates.

Mr. Marc Fogassa
Brazil Minerals, Inc.
October 19 , 2016
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact John Coleman at (202) 551 -3610 or me at (202) 551 -3790 with any
questions.
Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Office  of Beverages, Apparel and
Mining

October 1 , 2014

Via E -mail
Mr. Marc Fogassa
Chief Executive Officer
Brazil Minerals, Inc.
155 North Lake Avenue, Suite 800
Pasadena, CA 91101

Re: Brazil Minerals, Inc.
 Registration Statement on Form 10
 Filed April 29, 2014
 Form 10 -K for Fiscal Year Ended December 31, 2013
 Filed April 15, 2014
 File No. 000 -55191

Dear Mr. Fogassa :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and a ll applicable rules require.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director

CORRESP
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    brazilcorramendment4_9292014.htm

BRAZIL MINERALS, INC.

324 South Beverly Drive, Suite 118

Beverly Hills, California 90212

September 29, 2014

BY EDGAR

Tiffany Posil, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Brazil Minerals, Inc.

Amendment No. 3 to Registration Statement on Form 10

Amendment No. 3 to Form 10-K for Fiscal Year Ended December 31, 2013

Filed September 9, 2014

File No. 000-55191

Dear Ms. Posil:

Reference is made to your comment letter, dated September 17, 2014, to Brazil Minerals, Inc. (the “Company” or “BMIX”), relating to the subject filings (the “Comment Letter”). Set forth below is each comment contained in the Comment Letter, followed by the Company’s response thereto:

Executive Compensation, page 28

1. We note the revisions made in response to comment 3 in our letter dated August 7, 2014. However, the total compensation has not been revised to reflect the changes made in the summary compensation table. Please revise. In addition, please remove footnote C as such disclosure is inconsistent with Item 402 of Regulation S-K.

The summary compensation has been so revised.

Ms. Tiffany Posil, Esq.

September 29, 2014

Page 2

Certain Relationships and Related Transactions, page 30

2. We reissue comment 6 in our letter dated August 7, 2014. Please provide the disclosure required by Item 404(a)(5) of Regulation S-K for each debt transaction.

The Item has been revised to provide the additional disclosure required by Item 404(a)(5) of Regulation S-K regarding the loans from the Company to Brazil Mining, Inc.

We hereby acknowledge that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in all of its filings;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

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

Very truly yours,

/s/ Marc Fogassa

Marc Fogassa

Chief Executive Officer

September 17 , 2014

Via E -mail
Mr. Marc Fogassa
Chief Executive Officer
Brazil Minerals, Inc.
155 North Lake Avenue, Suite 800
Pasadena, CA 91101

Re: Brazil Minerals, Inc.
 Amendment No. 3 to Registration Statement on Form 10
 Amendment No. 3 to Form 10 -K for Fiscal Year Ended December 31, 2013
 Filed September 9, 2014
 File No. 000 -55191

Dear Mr. Fogassa :

We have reviewed your filing and have the following comments.  In so me of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when y ou will provide the requested
response.   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 filing and the in formation you provide in
response to these comments, we may have additional comments.

Executive Compensation, page 28

1. We note the revi sions made in response to comment 3 in our letter dated August 7, 2014 .
However, the total compensation has not been revised to reflect the changes made in the
summary compensation table.  Please revise.  In addition, please remove footnote C as
such disclosure is inconsistent with Item 402 of Regulation S -K.

Certain Relationships and Related Transactions, page 30

2. We r eissue comment 6 in our letter dated August 7, 2014 .  Please provide the d isclosure
required by Item 404(a )(5) of Regulation S -K for each debt transaction.

Mr. Marc Fogassa
Brazil Minerals, Inc.
September 17 , 2014
Page 2

Please contact Tiffan y Posil at (202) 551 -3589 or Pamela Howell at (202) 551 - 3357  with
any questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director

cc:  Via E -mail
 Jay Weil, Esq.

CORRESP
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BRAZIL MINERALS, INC.

324 South Beverly Drive, Suite 118

Beverly Hills, California 90212

    September 9, 2014

BY EDGAR

Tiffany Posil, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Brazil Minerals, Inc.

Amendment No. 2 to Registration Statement on Form 10

Amendment No. 2 to Form 10-K for Fiscal Year Ended December
31, 2013

Amendment No. 2 to Form 10-Q for Fiscal Quarter Ended
March 31, 2014

Filed July 30, 2014

File No. 000-55191

Dear Ms. Posil:

Reference is made to
your comment letter, dated August 7, 2014, to Brazil Minerals, Inc. (the “Company” or “BMIX”), relating
to the subject filings (the “Comment Letter”). Set forth below is each comment contained in the Comment Letter, followed
by the Company’s response thereto:

Form 10-K for Fiscal Year Ended December 31, 2013

Competition, page 8

 1. We partially reissue comment 6 in our letter dated July 15, 2014. Please revise to briefly describe competitive business conditions
and your competitive position in the diamond and gold industries and methods of competition. Also discuss in greater detail the
governmental regulation relating to your mining business.

The “Competition” and “Government
Regulation” subsections have been so revised.

Sales of Unregistered Securities, page 20

 2. We reissue comment 14 in our letter dated July 15, 2014. Please briefly state the facts relied upon to make the exemption from
registration available. We note that simply reciting the specific exemption relied upon is insufficient to comply with Item 701(d)
of Regulation S-K.

Additional facts relied upon to make the exemption
from registration available have been added to the discussion.

Executive Compensation, page 28

 3. We note that you have excluded from the summary compensation table the grant date fair value of the original issuance of options,
which also appear to have been granted in 2013. Please provide the basis for your exclusion. See Instruction 2 to Item 402(n)(2)(v)
and

(vi) of Regulation S-K.

The fair value of the options as of the date of grant
thereof has been included for 2013 in the column of the Summary Compensation Table entitled “Option Awards.”

 4. We note the additional disclosure in footnote two that you issued additional shares in lieu of salary and other compensation.
Such compensation should be included in the salary column. See Instruction 2 to Item 402(n)(2)(iii) and (iv) of Regulation S-K.
Please revise the summary compensation table accordingly.

The $30,254 in value of stock issued in lieu of salary
in 2013 has been included for 2013 in the column of the Summary Compensation Table entitled “Salary.”

Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters, page 29

 5. We note the revised footnote disclosure in response to comment 20 in our letter dated July 15, 2014. Please revise the beneficial
ownership table itself, rather than simply adding footnote disclosure, to include, whether by an additional column or otherwise,
each beneficial owner’s percentage of the voting power of the common and preferred stock voting together as a single class.
Please advise us how you calculated the total voting power represented by shares of common and preferred stock beneficially owned
by Mr. Fogassa. In that regard, we note that it appears Mr. Fogassa could exercise 74.45% of the combined voting power of the common
and preferred stock by virtue of his beneficial ownership of 36,567,812 shares of common stock and 1 share of preferred stock.

An additional column has been added to the Security
Ownership Table to set forth each beneficial owner’s percentage of the voting power of the common and preferred stock beneficially
owned by such person or group based on the following methodology. We multiplied .49 times the beneficial ownership percentage of
the common stock of each person or group, and in the case of Marc Fogassa only, added 51%.

Certain Relationships and Related Transactions, page 30

 6. We reissue comment 21 in our letter dated July 15, 2014. Please provide all the information required by Item 404 of Regulation
S-K for the $800,000 advance made by the company to Brazil Mining, Inc. In addition, as previously requested, please provide the
disclosure for all related party transactions. We again note the loan receivables – related party of $40,650 in the financial
statements.

We revised the second paragraph under Item 13. Certain
Relationships and Related Transactions, and Director Independence and added a fourth paragraph to such section to provided the
requested information.

Financial Statements

Note 6. Common Stock, page F-10

 7. On pages 28 and F-12, you state that on November 30, 2013 you cancelled a grant to your Chief Executive Officer of 2,000,000
options (which had a value of $741,766 as of the date of grant of the option) and instead issued to him 2,000,000 shares with a
deemed value of $180,000. You also state that this resulted in a net reversal of stock-based compensation of $561,766. Please tell
us your basis for using the fair value of the original award as of its grant date, rather than its fair value just prior to cancellation,
measured based on the share price and other pertinent factors at that date. Please also tell us the fair value of the original
award immediately before it was cancelled on November 30, 2013 and explain to us why the excess, if any, of the fair value of the
new award over the fair value of the original award immediately before it was cancelled did not result in additional compensation
cost being recorded, rather than the reversal of compensation you appear to have recorded instead. Please refer to ASC 718-20-35-3
and 718-20-55-97.

We restated the Company’s financial statements
as of December 31, 2013 and for the year then ended to correct the accounting treatment for stock-based compensation during the
year. The Company’s auditors have audited the restated financial statements and their report thereon is also included in
Amendment No. 3 to the Form 10-K. The Company is also simultaneously with the filing of Amendment No. 3 to the Form 10-K filing
a Current Report on Form 8-K regarding non-reliance upon the original financial statements as of December 31, 2013 and for the
year then ended.

We hereby acknowledge that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in all of its filings;

 · staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filings; and

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

    Very truly yours,

    /s/ Marc Fogassa

    Marc Fogassa

    Chief Executive Officer

CORRESP
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BRAZIL MINERALS, INC.

324 South Beverly Drive, Suite 118

Beverly Hills, California 90212

August 25, 2014

BY EDGAR

Pamela Howell, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	     Brazil Minerals, Inc.

Amendment No. 2 to Registration
Statement on Form 10

Amendment No. 2 to Form
10-K for fiscal year ended

December 31, 2013

Amendment No. 2 to Form
10-Q for Fiscal Quarter ended

March 31, 2014

Filed July 30, 2014

File No. 000-55191

Dear Ms. Howell:

Reference is made to your comment letter, August 7, 2014 to
Brazil Minerals, Inc. (the “Company”), relating to the subject registration statement (the “Comment Letter”).
The Company needs more time to consider and provide its response to the Comment Letter.

A complete response to the comments made in the Comment Letter,
including the filing of amendments to our Form 10 Registration Statement and our Annual Report on Form 10-K shall be filed with
you on or before September 9, 2014.

We hereby acknowledge that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in all of its filings;

 · staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filings; and

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

Very truly yours,

/s/ Marc Fogassa

August 7 , 2014

Via E -mail
Mr. Marc Fogassa
Chief Executive Officer
Brazil Minerals, Inc.
324 South Beverly Drive, Suite 118
Beverly Hills, CA 90212

Re: Brazil Minerals, Inc.
 Amendment No. 2 to Registration Statement on Form 10
 Amendment No. 2 to Form 10 -K for Fiscal Year Ended December 31, 2013
 Amendment No. 2 to Form 10 -Q for Fiscal Quarter ended March 31, 2014
 Filed July 30, 2014
 File No. 000 -55191

Dear Mr. Fogassa :

We have reviewed your filing 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 within ten business days by amending your filing , by
providing the requested information, or by advising us when you will provide the requested
response.   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 re sponse.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2013

Competition, page 8

1. We partially reissue comment 6 in our letter dated July 15, 2014.   Please revise to briefly
describe competitive business conditions and your competitive position in the diamond
and gold industries and methods of competition.  Also discuss in greater detail the
governmental regulatio n relating to your mining business.

Sales of Unregistered Securities, page 20

2. We reissue comment 14 in our letter dated July 15, 2014.  Please briefly state the facts
relied upon to make the exemption from registration available.  We note that simply

Mr. Marc Fogassa
Brazil Minerals, Inc.
August 7 , 2014
Page 2

 reciting the specific exemption relied upon is insufficient to comply with Item 701(d) of
Regulation S -K.

Executive Compensation, page 28

3. We note that you have excluded from the summary compensation table the grant date fair
value of the original issuance o f options, which also appear to have been granted in 2013.
Please provide the basis for your exclusion.  See Instruction 2 to Item 402(n)(2)(v) and
(vi) of Regulation S -K.

4. We note the additional disclosure in footnote two that you issued additional sha res in lieu
of salary and other compensation.  Such compensation should be included in the salary
column.  See Instruction 2 to Item 402(n)(2)(iii) and (iv) of Regulation S -K.  Please
revise  the summary compensation table accordingly.

Security Ownership o f Certain Beneficial Owners and Management and Related Stockholder
Matters, page 29

5. We note the revised footnote disclosure in response to comment 20 in our letter dated
July 15, 2014.  Please revise the beneficial ownership table itself, rather than simp ly
adding footnote disclosure, to include, whether by an additional column or otherwise,
each beneficial owner’s percentage of the voting power of the common and preferred
stock voting together as a single class.  Please advise us how you calculated the to tal
voting power represented by shares of common and preferred stock beneficially owned
by Mr. Fogassa.  In that regard, we note that it appears Mr. Fogassa could exercise
74.45% of the combined voting power of the common and preferred stock by virtue of h is
beneficial ownership of 36,567,812 shares of common stock and 1 share of preferred
stock.

Certain Relationships and Related Transactions, page 30

6. We reissue comment 21 in our letter dated July 15, 2014.  Please provide all the
information required b y Item 404 of Regulation S -K for the $800,000 advance made by
the company to Brazil Mining, Inc.  In addition, as previously requested, please provide
the disclosure for all related party transactions.  We again note the loan receivables –
related party of $40,650 in the financial statements.

Financial Statements

Note 6.   Common Stock, page F -10

7. On pages 28 and F -12, you state that on November 30, 2013 you cancelled a grant to
your Chief Executive Officer of 2,000,000 options (which had a value of $741,766 as of
the date of grant of the option) and instead issued to him 2,000,000 shares with a dee med

Mr. Marc Fogassa
Brazil Minerals, Inc.
August 7 , 2014
Page 3

 value of $180,000.   You also state that this resulted in a net reversal of stock -based
compensation of $561,766.   Please tell us your basis for using the fair value of the
original award as of its grant date, rather than its fair value just prior to ca ncellation,
measured based on the share price and other pertinent factors at that date.   Please also tell
us the fair value of the original award immediately before it was cancelled on November
30, 2013 and explain to us why the excess, if any, of the fair  value of the new award over
the fair value of the original award immediately before it was cancelled did not result in
additional compensation cost being recorded, rather than the reversal of compensation
you appear to have recorded instead.   Please refer  to ASC 718 -20-35-3 and 718 -20-55-
97.

You may contact Blaise  Rhodes at (202) 551 -3774 or Rufus Decker at (202) 551 -3769  if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tiffan y Posil at (202) 551 -3589 or Pamela Howell at (202) 551 - 3357  with any other
questions.

Sincerely,

 /s/ David Link for

John Reynolds
Assistant Director

cc:  Via E -mail
 Jay Weil, Esq.

CORRESP
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BRAZIL MINERALS, INC.

324 South Beverly Drive, Suite 118

Beverly Hills, California 90212

July 29, 2014

BY EDGAR

Tiffany Posil, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Brazil Minerals, Inc.

    Amendment No. 1 to Registration Statement

    on Form 10 Filed July 1, 2014

    File No. 000-55191

    Amendment No. 1 to Form 10-K for Fiscal Year

    Ended December 31, 2013

    Filed July 1, 2014

    File No. 000-55191

Dear Ms. Posil:

Reference
is made to your comment letter, dated July 15, 2014, to Brazil Minerals, Inc. (the “Company” or “BMIX”),
relating to the subject filings (the “Comment Letter”). Set forth below is each comment contained in the Comment Letter,
followed by the Company’s response thereto:

Registration Statement on Form
10

Item 10. Recent Sales of Unregistered Securities

 1. We reissue comment 4 in our letter dated May 22, 2014.
For each transaction disclosed in this section, please briefly state the facts relied upon to make the exemption from registration
available. We note that simply reciting the specific exemption relied upon is insufficient to comply with Item 701(d) of Regulation
S-K. Revise similar disclosure in the Form 10-Q for the quarterly period ended March 31, 2014.

The disclosure in Item 10 of Amendment No. 2 to the
Registration on Form 10 has been revised to add facts relied upon to make the cited exemptions from registration available. Similarly,
the Company is concurrently filing an Amendment No. 2 to its Quarterly Report on Form 10-Q in order to revised to add additional
facts relied upon to make the cited exemptions from registration available.

Mr. Marc Fogassa

Brazil Minerals, Inc.

July 29, 2014

Form 10-K for Fiscal Year Ended December 31, 2013

General

 2. We note your response to comment 10 in our letter dated
May 22, 2014 that you produce diamonds and gold on a regular basis and recognize revenues from the sale of these products. In
addition, on page 15 you declare reserves based on your feasibility study. Please forward to our engineer as supplemental information
and not as part of your filing, your information that establishes the legal, technical, and economic feasibility of your materials
designated as reserves, as required by Section C of Industry Guide 7 pursuant to Exchange Act Rule 12b-4. The information requested
includes, but is not limited to:

 • Property and geologic maps.

 • Description of your sampling and assaying procedures.

 • Drill-hole maps showing drill intercepts.

 • Representative geologic cross-sections and drill logs.

 • Description and examples of your cut-off calculation
procedures.

 • Cutoff grades used for each category of your reserves
and resources.

 • Justifications for the drill hole spacing used to classify
and segregate proven and probable reserves.

 • A detailed description of your procedures for estimating
reserves.

 • Copies of any pertinent engineering or geological reports,
and executive summaries of feasibility studies or mine plans which include the cash flow analyses.

 • A detailed permitting and government approval schedule
for the project, particularly identifying the primary environmental or construction approval(s) and your current location on that
schedule.

To minimize the transfer of paper, please provide
the requested information on a CD, formatted as Adobe PDF files and provide the name and phone number for a technical person our
engineer may call, if he has technical questions about your reserves.

In the event your company desires the return of this
supplemental material, please make a written request with the letter of transmittal and include a pre-paid, pre-addressed shipping
label to facilitate the return of the supplemental information. Please note that you may request the return of this information
pursuant to the provisions of Exchange Act Rule 12b-4.

If there are any questions concerning the above request,
please phone, Mining Engineer, at (202) 551-3718. Mr. George K. Schuler.

The requested information was delivered to Mr. Schuler on July
24, 2014.

Mr. Marc Fogassa

Brazil Minerals, Inc.

July 29, 2014

 3. Please note that it is the staff’s position that
mineral reserves for a mineral property may not be designated unless:

 • Competent professional engineers conduct a detailed engineering
and economic study, and the bankable or final feasibility study demonstrates that a mineral deposit can be mined profitably at
a commercial rate.

 • The historic three-year average commodity price is used
in any reserve or cash flow analysis used to designate reserves.

 • The company has demonstrated that the mineral property
will receive its governmental permits, and the primary environmental document has been filed with the appropriate governmental
authorities.

The Company acknowledges
the position of the staff.

 4. We also note your disclosure of indicated and inferred
resources on page 15. The provisions in Industry Guide 7 preclude the use of any terms other than proven and/or probable reserves
for disclosure in SEC documents. Please remove all resource disclosure from your filing.

All disclosure of indicated
and inferred resources has been removed.

Business, page 2

 5. We note your disclosure that the company’s primary
business is to acquire ownership positions in producing mining companies in Brazil. Please clarify whether Mineração
Duas Barras Ltda. is the only producing mining company in which you have an ownership interest.

A statement that Mineração Duas Barras
Ltda. is the only producing mining company in which the Company has an ownership interest has been added to the first paragraph
in the subsection entitled “Overview” of Item 1. Business.

 6. We reissue comment 12 in our letter dated May 22, 2014.
Please provide a more detailed discussion of your business, as required by Item 101(h)(4) of Regulation S-K. For example only,
please revise to:

 • Identify the markets and distribution methods for the
polished diamonds as well as the rough diamonds and gold produced from Mineração Duas Barras Ltda.;

 • Briefly describe competitive business conditions and
your competitive position in the diamond and gold industries and methods of competition;

 • Briefly describe your dependence on one or a few major
customers;

 • Briefly describe the effect of existing or probable governmental
regulations on the production and sale of polished diamonds and rough diamonds and gold, including the exportation thereof; and

 • Briefly describe the costs and effects of compliance
with environmental laws (federal, state and local).

Mr. Marc Fogassa

Brazil Minerals, Inc.

July 29, 2014

We may have additional comments once you have provided
the more specific disclosure required by this Item.

A more detailed discussion of the Company’s business has
been added in Item 1. Business, including information as to each of the items listed in the bullet points set forth in the comment.

 7. We note your response to comments 13 and 14 in our letter
dated May 22, 2014. Please supplementally provide us with the option agreement relating to vanadium, titanium and iron property
in the State of Piaui in Brazil.

A copy of the option agreement
is being sent by overnight mail to Tiffany Posil, Esq.

Properties, page 13

 8. We did not find a statement regarding your exploration
program in regards to comment 24 in our letter dated May 22, 2014. If there are no current detailed plans to conduct exploration
on your properties, please revise your filing and disclose this information prominently.

A subsection entitled “Exploration” has
been added to Item 1. Business.

 9. We note your response to comment 25 in our letter dated
May 22, 2014 stating that you do not conduct sampling at your operating mine or on your exploration properties. Please state this
fact prominently with your discussion of your operating mine in your revised filing.

A subsection entitled “Exploration” has
been added to Item 1. Business.

 10. We note your response to comment 26 in our letter dated
May 22, 2014 that disclosure is included in your revised filing. We reissue comment 26. Please elaborate on any surface disturbance
or contamination issues found on the surface or in the groundwater due to historical mining activities.

A subsection entitled “Environmental Regulation and Compliance”
has been added to Item 1. Business to, among other things, include the requested information.

 11. We note your response to comment 27 in our letter dated
May 22, 2014 that disclosure is included in your revised filing. We reissue comment 27. Please provide a short summary of the
permits and/or operational plans required to perform exploration and/or mining activities on your properties.

Subsections entitled “Environmental Regulation
and Compliance” and “Export Regulation” have been added to Item 1. Business to among other things, include the
requested information.

Mr. Marc Fogassa

Brazil Minerals, Inc.

July 29, 2014

 12. We partially reissue comment 28 in our letter dated May
22, 2014. Please disclose the tonnes and grade of the material processed by your washing facility in addition to reporting your
salable products and revenues received. Please report your rough and polished stones and the revenues received.

Information as to the number of cubic meters processed has
been added as a second paragraph of the subsection entitled “Processing and recovery Plant” in the section entitled
“Mineração Duas Barras Ltda. (state of Minas Gerais, Brazil) – Diamonds and Gold” in Item 2. Properties.
The Company does not have information as the weight of the material which was processed.

 13. We note your response that you did complete a feasibility
study prior to your production decision. We reissue comment 29 in our letter dated May 22, 2014. Please add a risk factor indicating
you do not have reserves compliant with Industry Guide 7. In addition, state the level of accuracy for your feasibility study
and specify whether it was a scoping, pre-feasibility or a final/bankable feasibility study.

A risk factor entitled “We do not have
any reserves compliant with SEC Industry Guide 7.” has been added to Item 1A. Risk Factors. The second paragraph of the subsection
entitled “Mineralization” in the section entitled “Mineração Duas Barras Ltda. (state of Minas
Gerais, Brazil) – Diamonds and Gold” in Item 2. Properties has been revised to state that the Company believes that
the cited feasibility study is a bankable feasibility study.

Sales of Unregistered Securities, page 20

 14. We partially reissue comment 31 in our letter dated May
22, 2014. Please briefly state the facts relied upon to make the exemption from registration available. We note that simply reciting
the specific exemption relied upon is insufficient to comply with Item 701(d) of Regulation S-K.

The disclosure in the subsection of Item 5 entitled has been
revised to add additional facts relied upon to make the cited exemption from registration available.

Mr. Marc Fogassa

Brazil Minerals, Inc.

July 29, 2014

Management’s Discussion
and Analysis, page 20

 15. The Management’s
                                         Discussion and Analysis section is one of the most critical aspects of your disclosure.
                                         As such, we request that you revise this section to provide a detailed executive overview
                                         to discuss the events, trends, and uncertainties that management views as most critical
                                         to your future revenues, financial position, liquidity, plan of operations, and results
                                         of operations, to the extent known and foreseeable. To assist you in this regard, please
                                         refer to the Commission Guidance Regarding Management’s Discussion and Analysis
                                         of Financial Condition and Results of Operations, Release No. 33-8350 (December 19, 2003)
                                         at http://www.sec.gov/rules/interp/33-8350.htm.

A subsection entitled “Overview”
has been added at the beginning of the MD&A.

 16. We reissue comment 34 in our letter dated May 22, 2014.
Please revise to address in greater detail your liquidity requirements in quantified terms on both a short-term (i.e., 12 months)
and long-term basis. Refer to Instruction 5 of Item 303(a) of Regulation S-K. Please provide the basis for your statement that
you believe your current financial resources and funds from operations will be adequate to cover anticipated expenditures for
the foreseeable future. We note the significant decrease in cash and cash equivalents for the year ended December 31, 2013. We
also note the net losses to date and the cash flows used for operations.

The subsection of the MD&A entitled “Liquidity
and Capital Resources” has been revised in response to this comment.

Directors, Executive Officers and Corporate Governance,
page 25

 17. Please remove the company and transaction specific information
relating to Achillion Pharmaceuticals.

The information has been deleted.

Executive Compensation, page 28

 18. We note your response to comment 42 in our letter dated
May 22, 2014. Please revise to clarify why the value of the 2013 stock award to Mr. Fogassa in the Summary Compensation Table
is $210,234. You refer to the valuation of both the cancelled options and the newly granted options of the same amounts with different
grant date fair values. Please revise to clarify. In addition, please provide additional narrative disclosure regarding the rescission
and the subsequent grant of options.

Mr. Marc Fogassa

Brazil Minerals, Inc.

July 29, 2014

Footnote (A) to the Summary Compensation Table
contained in Item 11 has been revised to clarify the disclosure and provide the requested information.

 19. We reissue comment 41 in our letter dated May 22, 2014.
Please disclose the material terms of the employment agreement. For instance, we note the increased salary based upon the completion
of private placements.

The subsection of Item 11 entitled
“Employment Agreement with Marc Fogassa” has been revised to include additional disclosure concerning the terms of
the employment agreement.

Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters, page 29

 20. We partially reissue comment 47 in our letter dated May
22, 2014. Please revise the beneficial ownership table to also include, whether by an additional column or otherwise, each beneficial
owner’s percentage of the voting power of the common and preferred stock voting together as a single class.

A new footnote (4) to the Securities Ownership
Table contained in Item 12 has been added to provide such information.

Certain Relationships and Related Transactions, page
30

 21. We partially reissue comment 48 in our letter dated May
22, 2014. We note the loan receivables –related party in the financial statements.

The second paragraph of Item 13 has been revised
to include information about an $800,000 advance made by the Company to Brazil Mining, Inc. in December 2012 that was repaid on
January 2, 2013.

We hereby acknowledge that:

 • the Company is responsible for the adequacy and accuracy of the disclosure in all of its filings;

 • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filings; and

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

    Very truly yours,

    /s/ Marc Fogassa

    Marc Fogassa

    Chief Executive Officer

July 15, 2014

Via E -mail
Mr. Marc Fogassa
Chief Executive Officer
Brazil Minerals, Inc.
324 South Beverly Drive, Suite 118
Beverly Hills, CA 90212

Re: Brazil Minerals, Inc.
 Amendment No. 1 to Registration Statement on Form 10
 Filed July 1, 2014
 File No. 000 -55191
 Amendment No. 1 to Form 10 -K for Fiscal Year Ended December 31, 2013
 Filed July 1, 2014
 File No. 000 -55191

Dear Mr. Fogassa :

We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested i nformation, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these comments, we may have additional comments.

Registration Statement  on Form 10

Item 10. Recent Sales of Unregistered Securities

1. We reissue comment 4 in our letter dated May 2 2, 2014.  For each transaction disclosed
in this section, please briefly state the facts relied upon to make the exemption from
registration available.  We note that simply reciting the specific exemption relied upon is
insufficient to comply with Item 701 (d) of Regulation S -K.  Revise similar disclosure in
the Form 10 -Q for the quarterly period ended March 31, 2014.

Mr. Marc Fogassa
Brazil Minerals, Inc.
July 15 , 2014
Page 2

 Form 10 -K for Fiscal Year Ended December 31, 2013

General

2. We note your response to comment 10 in our letter dated May 22, 2014 that you produce
diamonds and gold on a regular basis and recognize revenues from the sale of these
products.  In addition, on page 15 you declare reserves based on your feasibility study.
Please forward to our engineer as supplemental information and not as part of your filing,
your information that establishes the legal, technical, and economic feasibility of your
materials designated as reserves, as required by Section C of Industry Guide 7 pursuant to
Exchange Act Rule 12b -4.  The information requested includes , but is not limited to:
• Property and geologic maps.
• Description of your sampling and assaying procedures.
• Drill -hole maps showing drill intercepts.
• Representative geologic cross -sections and drill logs.
• Description and examples of your cut -off calculation procedures.
• Cutoff grades used for each category of your reserves and resources.
• Justifications for the drill hole spacing used to classify and segregate proven and
probable reserves.
• A detailed description of your procedures for estimatin g reserves.
• Copies of any pertinent engineering or geological reports, and executive summaries
of feasibility studi es or mine plans which include  the cash flow analyses.
• A detailed permitting and government approval schedule for the project, particular ly
identifying the primary environmental or construction approval(s) and your current
location on that schedule.

To minimize the transfer of paper, please provide the requested information on a CD,
formatted as Adobe PDF files and provide the name and pho ne number for a technical
person our engineer may call, if he has technical questions about your reserves.

In the event your company desires the return of this supplemental material, please make a
written request with the letter of transmittal and include  a pre -paid, pre -addressed
shipping label to facilitate the return of the supplemental information.  Please note that
you may request the return of this information pursuant to the provisions of Exchange
Act Rule 12b -4.

If there are any questions concerning the above request, please phone Mr. George K.
Schuler, Mining Engineer, at (202) 551 -3718.

Mr. Marc Fogassa
Brazil Minerals, Inc.
July 15 , 2014
Page 3

 3. Please note that it is the staff’s position that mineral reserves for a mineral property may
not be designated unless:
• Competent professional engineers  conduct a detailed engineering and economic
study, and the bankable or final feasibility study demonstrates that a mineral deposit
can be mined profitably at a commercial rate.
• The historic three -year average commodity price is used in any reserve or ca sh flow
analysis used to designate reserves.
• The company has demonstrated that the mineral property will receive its
governmental permits, and the primary environmental document has been filed with
the appropriate governmental authorities.

4. We also note your disclosure of indicated and inferred resources on page 15.  The
provisions in Industry Guide 7 preclude the use of any terms other than proven and/or
probable reserves for disclosure in SEC documents.   Please remove all resource
disclosure from your f iling.

Business, page 2

5. We note your disclosure that the company’s primary business is to acquire ownership
positions in producing mining companies in Brazil.  Please clarify whether Mineração
Duas Barras Ltda. is the only producing mining company in whi ch you have an
ownership interest.

6. We reissue comment 12 in our letter dated May 22, 2014.  Please provide a more detailed
discussion of your business, as required by Item 101(h)(4) of Regulation S -K.  For
example only, please revise to:
 Identify the ma rkets and distribution methods for the polished diamonds as well as the
rough diamonds and gold produced from Mineração Duas Barras Ltda.;
 Briefly describe competitive business conditions and your competitive position in the
diamond and gold industries and  methods of competition;
 Briefly describe your dependence on one or a few major customers;
 Briefly describe the effect of existing or probable governmental regulations on the
production and sale of polished diamonds and rough diamonds and gold, including the
exportation thereof; and
 Briefly describe the costs and effects of compliance with environmental laws (federal,
state and local).

We may have additional comments once you have provided the more specific disclosure
required by this Item.

Mr. Marc Fogassa
Brazil Minerals, Inc.
July 15 , 2014
Page 4

 7. We note yo ur response to comment s 13 and  14 in  our letter dated May 22, 2014.  Please
supplementally provide us with the option agreement relating to vanadium, tit anium and
iron property in the S tate of Piaui in Brazil.

Properties, page 13

8. We did not find a stat ement regarding your exploration program in regards to comment
24 in our letter dated May 22, 2014 .  If there are no current detailed plans to conduct
exploration on your properties, please revise your filing and disclose this information
prominently.

9. We note your response to comment 25 in our letter dated May 22, 2014 stating that you
do not conduct sampling at your operating mine or on your exploration properties.  Please
state this fact prominently with your discussion of your operating mine in your revised
filing.

10. We note your response to comment 26 in our letter dated May 22, 2014 that disclosure is
included in your revised filing.  W e reissue comment 26 .  Please elaborate on any surface
disturbance or contamination issues found on the surface or i n the groundwater due to
historical mining activities.

11. We note your response to comment 27 in our letter dated May 22, 2014 that disclosure is
included  in your revised filing .  We reissue comment 27.  P lease provide a short
summary of the permits and/or o perational plans required to perform exploration and/or
mining activities on your properties.

12. We partially reissue comment 28 in our letter dated May 22, 2014 .  Please disclose the
tonnes and grade of the material processed by your washing facility in addition to
reporting your salable products and revenues received.  Please report your rough and
polished stones and the revenues received.

13. We note your response that you did complete a feasibility study prior to your production
decision .  We re issue comm ent 29  in our letter dated May 22, 2014 .  Please a dd a risk
factor indicating you  do not have reserves compliant with Industry Guide 7.  In addition ,
state the level of accuracy for your feasibility study and specify whether it was a scoping,
pre-feasibili ty or a final/bankable feasibility study .

Sales of Unregistered Securities, page 20

14. We partially reissue comment 31 in our letter dated May 22, 2014.  Please briefly state
the facts relied upon to make the exemption from registration available.  We note that
simply reciting the specific exemption relied upon is insufficient to comply with Item
701(d) of Regulation S -K.

Mr. Marc Fogassa
Brazil Minerals, Inc.
July 15 , 2014
Page 5

 Management’s Discussion and Analysis, page 20

15. The Management’s Discussion and Analysis section is one of the most critical aspects of
your disclosure.  As such, we request that you revise this section to provide a detailed
executive overview to discuss the events, trends, and uncertainties that management
views as most critical to your future revenues, financial position, liquidity, plan of
operations, and results of operations, to the extent known and foreseeable.  To assist you
in this regard, please refer to the Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Re sults of Operations, Release N o.
33-8350 (December 19, 2003) at http://www.sec.gov/rules/interp/33 -8350.htm .

16. We reissue comment 34 in our letter dated May 22, 2014.  Please revise to address in
greater detail your liquidity r equirements in quantified terms on both a short -term (i.e., 12
months) and long -term basis.  Refer to Instruction 5 of Item 303(a) of Regulation S -K.
Please provide the basis for your statement that you believe your current financial
resources and funds f rom operations will be adequate to cover anticipated expenditures
for the foreseeable future.  We note the significant decrease in cash and cash equivalents
for the year ended December 31, 2013.  We also note the net losses to date and the cash
flows used for operations.

Directors, Executive Officers and Corporate Governance, page 25

17. Please remove the company and transaction specific information relating to Achillion
Pharmaceuticals.

Executive Compensation, page 28

18. We note your response to comment 42  in our letter dated May 22, 2014.  Please revise to
clarify why the value of the 2013 stock award to Mr. Fogassa in the Summary
Compensation Table is $210,234.  You refer to the valuation of both the cancelled
options and the newly granted options of the same amounts with different grant date fair
values.  Please revise to clarify.  In addition, please provide additional narrative
disclosure regarding the rescission and the subsequent grant of options.

19. We reissue comment 41 in our letter dated May 22, 2014.  Please disclose the material
terms of the employment agreement.  For instance, we note the increased salary based
upon the completion of private placements.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matt ers, page 29

20. We partially reissue comment 47 in our letter dated May 22, 2014.  Please revise the
beneficial ownership table to also include, whether by an additional column or otherwise,

Mr. Marc Fogassa
Brazil Minerals, Inc.
July 15 , 2014
Page 6

 each beneficial owner’s percentage of the voting power of the commo n and preferred
stock voting together as a single class.

Certain Relationships and Related Transactions, page 30

21. We partially reissue comment 48 in our letter dated May 22, 2014.  We note the loan
receivables –related party in the financial statements.

Please contact George Schuler at (202) 551 -3718 if you have questions regarding
engineering  comments.  You may contact Blaise  Rhodes at (202) 551 -3774 or Rufus Decker at
(202) 551 -3769  if you have questions regarding comments on the financial statements and
related matters.  Please contact Tiffan y Posil at (202) 551 -3589 or Pamela Howell at (202) 551 -
3357  with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director

cc:  Via E -mail
 Jay Weil, Esq.

CORRESP
1
filename1.htm

BRAZIL MINERALS, INC.

324 South Beverly Drive, Suite 118

Beverly Hills, California 90212

June 6, 2014

BY EDGAR

Pamela Howell, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Brazil Minerals, Inc.

    Registration Statement on Form 10

    Filed April 29, 2014

    File No. 000-55191

    Form 10-K for Fiscal Year Ended

December 31, 2013

Filed April 15, 2014

    File No. 333-180624

Dear Ms. Howell:

Reference is made to your comment letter, May 22, 2014 to Brazil
Minerals, Inc. (the “Company”), relating to the subject registration statement (the “Comment Letter”).

A complete response to the comments made in the Comment Letter,
including the filing of amendments to our Form 10 Registration Statement and our Annual Report on Form 10-K shall be filed with
you on or before June 30, 2014.

We hereby acknowledge that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in all of its filings;

 · staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filings; and

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

    Very truly yours,

    /s/ Marc Fogassa

May 22 , 2014

Via E -mail
Mr. Marc Fogassa
Chief Executive Officer
Brazil Minerals, Inc.
324 South Beverly Drive, Suite 118
Beverly Hills, CA 90212

Re: Brazil Minerals, Inc.
 Registration Statement on Form 10
 Filed April 29, 2014
 File No. 000 -55191
 Form 10 -K for Fiscal Year Ended December 31, 2013
 Filed April 15, 2014
 File No. 333-180624

Dear Mr. Fogassa :

We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advising us whe n you will provide the requested
response.   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 filing and the  information you provide in
response to these comments, we may have additional comments.

Registration Statement on Form 10 Filed April 29, 2014

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please:
 Disclose that you are an emerging growth company;
 Describe how and when a company may lose emerging growth company status;

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 2

  Briefly describe 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
 State your election under Section 107(b) of the JOBS Act.  It appears from your Form
S-1 that you have elected to opt out of the extended transitio n period for complying
with new or revised accounting standards pursuant to Section 107(b).  Please clearly
disclose and include a statement that the election is irrevocable.

Item 10. Recent Sales of Unregistered Securities

2. Please advise us of the basis for issuing to the placement agent 85,411 shares of common
stock and five year warrants to purchase additional shares as partial compensation  for its
services in connection with the issuance and sale of 60,002 shares of common stock.

3. Please disclose the n ame of the person or identify the class of persons to whom the senior
secured convertible promissory note was issued on January 7, 2014.  Refer to Item 701(b)
of Regulation S -K.

4. For each transaction disclosed in this section, please disclose the exemption  relied upon
and briefly state the facts relied upon to make the exemption from registration available.
Refer to Item 701(d) of Regulation S -K.  Revise similar disclosure in the Form 10 -Q.

5. With respect to the January 7, 2014 transaction, it appears that the recipients of the senior
secured convertible promissory note in the principal amount of $244,000 are not the same
as the recipient of the warrants to purchase 488,000 shares.  Refer to Exhibits 4.4 and 4.8.
Please advise.

6. Please file the unsecured co nvertible promissory note in the principal amount of $63,000
as an exhibit.

Item 11. Description of Registrant’s Securities to be Registered

7. We note that the Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock filed as Exhibit 3.2 to the Form 8 -K filed on December 26,
2012 provides that “[f] or so long as Series A Preferred Stock is issued and outstanding,
the holders of Series A Preferred Stock shall vote together as a single class with the
holders of the Corpor ation’s Common Stock, … , with the holders of Series A Preferred
Stock being entitled to 51% of the total votes on all such matters regardless of the actual
number of shares of Series A Preferred Stock then outstanding, and the holders of
Common Stock … be ing entitled to their proportional share of the remaining 49% of the
total votes based on their respective voting power. ”  Please revise your disclosure in this
section to clarify that holders of common stock have just 49% of the voting power.  Refer
to Item 202(a) of Regulation S -K.  Please also revise the Form 10 -K for fiscal year ended
December 31, 2013 to include risk factor disclosure concerning the control exercised by

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 3

 Mr. Fogassa by virtue of his ownership of the only share of outstanding Series A
Preferred Stock.

Exhibits

8. Please reconcile the description set forth in the exhibit index with the agreement filed as
Exhibit 4.8.

9. We note that Exhibit s 4.2, 4.3, 4.4, 4.8, 10.4, and 10.7 are missing exhibits, schedules
and/or attachments.  Please file th e exhibits in their entirety.

Form 10 -K for Fiscal Year Ended December 31, 2013

General

10. Your filing gives the impression that your company is either preparing for mineral
production or is currently in mineral production.  Without a reserv e, as defined b y the
Guide 7(a) (1), your company must be in the exploration stag e, as defined by Guide
7(a)(4) (i).  As such, SEC’s Industry Guide 7 specifically requires that your filing describe
your business activities as exploration stage activities until your company  has reserves as
defined in the Industry Guide 7.
 Please revise your disclosure to ensure that investors understand the actual stage of
your mineral -related activity.  Please clearly state that your company is currently
engaged in mineral exploration activ ities and that you are in the exploration stage.
 Please remove all references in your filing of the terms development, production, or
mining operations, or any term that may imply mineral production, such as
operations.
 In particular, substitute the term m ineral exploration for mining operations.

There may be further comments concerning these points, pending your response.

Business, page 2

11. Please revise to describe the general development of your business and the business of
any predecessor since incorporation in 2011.  For example, please disclose the nature and
results of any material reclassification or merger of the company, the acquisit ion or
disposition of any material amount of assets otherwise than in the ordinary course of
business and any material changes in the mode of conducting business.  Refer to Item
101(h) of Regulation S -K.  In that regard, we note that your predecessor, Flux
Technologies, Corp., operated a three -dimensional computer animation business in
Poland.  Please disclose this and briefly describe how the company’s business changed
from three -dimensional computer animation to mining and selling diamonds and gold.

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 4

 12. Please provide a more detailed discussion of your business, as required by Item 101(h) of
Regulation S -K.  We may have additional comments once you have provided the more
specific disclosure required by this Item.

Optioning Titanium, Vanadium, and Iron Proper ty in the State of Piauí, page 5

13. We note you have reported the results of your geochemical sampling program as assay
ranges instead of presenting all of the actual results.  When reporting the results of
sampling and chemical analyses, please revise your disclosure to address each of the
following regarding mineralization of existing or potential economic significance on your
property:
 Disclose only weighted -average sample analyses associated with a measured length
or a substantial volume.
 Eliminate all an alyses from “grab” or “dump” samples, unless the sample is of a
substantial and disclosed weight.
 Eliminate all disclosure of the highest or best values/grades of sample sets.  Present a
balanced disclosure of the drill and sampling results .
 Eliminate grad es disclosed as “up to” or “as high as” or “ranging from.”
 Eliminate statements containing grade and/or sample -width ranges.
 Aggregated sample values from related locations should be aggregated based on a
weighted average of lengths of the samples.
 General ly, use tables to improve readability of sample and drilling data.
 Soil samples may be disclosed as a weighted average value over an area.
 Refrain from reporting single soil sample values.
 Convert all ppb quantities to ppm quantities for disclosure.
 Avoid optimistic descriptive adjectives such as high -grade or ore -grade.

Please revise your disclosure  to comply with this guidance.

14. Please provide a more detailed discussion of the material terms of the July 30, 2013
acquisition of the option to deve lop and own up to 75% of the property.  Clearly disclose
the “certain defined geological research steps.”  Also, please file this agreement as an
exhibit.

15. Please remove the specific disclosure regarding the manager of the  trust as referenced on
page 6 .  Similarly, please remove the reference to the one investor that has a “long and
successful history of investments i n natural resources” on page 6 .

16. Please disclose the total number of employees, in addition to the number of full time
employees, as require d by Item 101(h)(xii) of Regulation S -K.

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 5

Risk Factors, page 9

17. Please remove from the introductory paragraphs your reference to “additional risks not
presently known to us or that we currently deem immaterial” and your reference to “other
unknown risks or  other risks which we did not deem significant.”

“Our ability to execute our business plan …, ” page 9

18. Please revise to briefly discuss the “favorable mining environment in Brazil” that you
reference.

“The significant number of options and warrants outstanding …, ” page 12

19. Please revise to specify the number of options and warrants outstanding and the
aggregate number of shares for which the options and warrants may be exercised.

“Future sales of shares of our common stock ma y cause the prevailing m arket  price  …,” page 13

20. Please revise to specify the “substantial number of shares” which may become eligible
for resale under Rule 144.

Properties, page 13

21. Please disclose the following information for each of your material properties:
 The nature of y our ownership or interest in the property.
 A description of all interests in your properties, including the terms of all underlying
agreements and royalties.
 Describe the process by which mineral rights are acquired at this location and the
basis and durat ion of your mineral rights, surface rights, mining claims or
concessions.
 An indication of the type of claim or concession such as placer or lode, exploration or
exploitation, whether the mining claims are State or Federal mining claims, patented
or unpate nted claims, mining leases, or mining concessions.
 Please include certain identifying information, such as the property names, claim
numbers, grant numbers, mining concession name or number, and dates of recording
and expiration that is sufficient to ena ble the claims to be distinguished from other
claims that may exist in the area of your properties.
 The conditions that must be met to retain your claims or leases, including
quantification and timing of all necessary payments, annual maintenance fees, and
disclose who is responsible for paying these fees.

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 6

  The area of your claims, either in hectares or in acres.

Please ensure that you fully discuss the material terms of the land or mineral rights
securing agreements, as required under paragraph (b)(2) of Industry Guide 7.

22. Please disclose the information required under paragraph (b) o f Industry Guide 7 for all
your material properties listed under this heading.  For any properties identified that are
not material, please include a statement to that effect, clarifying your intentions.  For each
material property, include the following information:
 The location and means of access to your property, including the modes of
transportation utilized to and from the property.
 Any conditions that must be met in order to obtain or retain title to the property,
whether you have surface and/or mineral rights.
 A brief description of the rock formations and mineralization of existing or potential
economic significance on the property.
 A description of any work comp leted on the property and its present condition.
 The details as to modernization and physical condition of the plant and equipment,
including subsurface improvements and equipment.
 A description of equipment, infrastructure, and other facilities.
 The curre nt state of exploration of the property.
 The total costs incurred to date and all planned future costs.
 The source of power and water that can be utilized at the property.
 If applicable, provide a clear statement that the property is without known reserves
and the proposed program is exploratory in nature.

You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance
pertaining to the foregoing, available on our website at the following address:
www.sec.gov/about/forms/industryguides.pdf

23. Please insert a small -scale map showing the location and access to each material
property, as required by Instruction 3.B to Item 102 of Regulation S-K.  Please note the
EDGAR program now accepts Adobe PDF files and digital maps, so please include these
maps in any amendments that are uploaded to EDGAR.  It is relatively easy to include
automatic links at the appropriate locations within the document to GIF or JPEG files,
which will allow figures and diagrams to appear in the right location when the document
is viewed on the Internet.  For more information, please consult the EDGAR manual, and
if additional assistance is required, please call Filer Sup port at (202) 551 -3600 for Post -
Acceptance Filing Issues or (202) 551 -8900 for Pre -Acceptance Filing Issues.  We
believe the guidance in Instruction 3.B to Item 102 of Regulation S -K would generally
require maps and drawings to comply with the following fe atures:

Mr. Marc Fogassa
Brazil Minerals, Inc.
May 22, 2014
Page 7

  A legend or explanation showing, by means of pattern or symbol, every pattern or
symbol used on the map or drawing.
 A graphical bar scale should be included.  Additional representations of scale such as
"one inch equals one mile" may be utilized pr ovided the original scale of the map has
not been altered.
 A north arrow.
 An index map showing where the property is situated in relationship to the state or
province, etc., in which it was located.
 A title of the map or drawing, and the date on which it w as drawn.
 In the event interpretive data is submitted in conjunction with any map, the identity of
the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all
features on the dr awing.

24. It appears you should also expand your disclosure concerning the exploration plans for
the properties to address the following points.
 Disclose a brief geological justification for each of the exploration projects written in
non-technical language.
 Give a breakdown of the exploration timetable and budget, including estimated
amounts that will be required for each exploration activity, such as geophysics,
geochemistry, surface sampling, drilling, etc. for each prospect.
 If there is a phased program p lanned, briefly outline all phases.
 If there are no current detailed plans to conduct exploration on the property, disclose
this prominently.
 Disclose how the exploration program will be funded.
 Identify who will be conducting any proposed exploration work, and discuss what
their qualifications are.

25. Detailed sampling provides the basis for the quality estimate or grade of your mineral
discovery.  Please provide a brief description of your sample collection, sample
preparation, and the analytical proced ures used to develop your analytical results.  In
addition, please disclose any Quali

May 16 , 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

      Sincerely,

      /s/ Mark P. Shuman

   Mark P. Shuman
   Branch Chief - Legal

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

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BRAZIL MINERALS, INC.

324 South Beverly Drive, Suite 118

Beverly Hills, California 90212

March 7, 2013

BY EDGAR

Mark P. Shuman, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Brazil Minerals, Inc., formerly Flux Technologies, Corp. (the “Company”)

    Current Report on Form 8-K Filed: December 26, 2012 (the “8-K”)

    File No. 333-1780624

Dear Mr. Shuman:

Reference is made to
your comment letter, dated February 13, 2013, to the Company, relating to the subject filing (the “Comment Letter”).
Set forth below is the comment contained in the Comment Letter, followed by the Company’s response thereto:

Comment: 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, you 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 report 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.

Response: In accordance with a telephone
conversation between our counsel and Kathleen Collins of your staff, we are at this time responding only to the last sentence of
the comment.

The Company does not
believe that the assets acquired by the Company on December 19, 2012, which triggered the Company’s obligation to file a
Current Report on Form 8-K to report the acquisition, constitute individually or collectively a business for which the filing of
financial statements would be required.

As stated in the 8-K,
on December 19, 2012 the Company and Brazil Mining, Inc. (“Brazil Mining”) entered into and consummated a Contribution
Agreement (filed as Exhibit 10.4 to the 8-K) pursuant to which, in exchange for 51% of the outstanding shares of common stock of
the Company, Brazil Mining (a) contributed to the Company by way of an Assignment of Mineral Rights, certain mineral exploration
rights (the “Borba Rights”) and (b) entered into an Option Agreement with the Company pursuant to which Brazil Mining
granted to the Company an option (the “Duas Barras Option”) to purchase for $800,000 a 20% share of the monthly diamond
production that Brazil Mining would actually receive in respect of Brazil Mining’s contemplated acquisition of a 55% equity
interest in Duas Barras Mineração Ltda.., a Brazilian company (“Duas Barras”). An analysis of these two
assets is set forth below:

Borba Rights

This asset consists
merely of an exploration permit, referred to as DNPM (“Departamento Nacional de Produção
Mineral”, or Brazilian National Department of Mining Production) Process number 880.239/2009. The mineral rights covered
by DNPM 880.239/2009 cover an area of 9,999.11 hectares (approximately 24,708 acres) in the municipality of Borba, State of Amazonas,
Brazil. This exploration permit allows the Company to proceed with geological studies of the Borba Rights area.. The results of
these studies, if positive, may lead the Company to decide to proceed to a longer drilling season to obtain more extensive data
on a potential mineral deposit; or, if negative, may lead the Company to abandon or sell the asset. Assuming the longer drilling
season yields favorable results, the Company most likely would file an application for a mining permit with DNPM. With a mining
permit being granted, the Company could mine for gold (and possibly other minerals as well) in perpetuity as long as it showed
reasonable continuity of its operations.

Duas Barras

As
reported in the Company’s Current Report on Form 8-K filed on January 4, 2013, on January 2, 2013 the Company exercised the
Duas Barras Option to purchase for $800,000 a 20% share of the monthly diamond production that Brazil Mining actually receives
in respect of Brazil Mining’s 55% equity interest in Duas Barras.

Duas Barras owns the
mining right called “Portaria de Lavra” (mining concession) number 265, published in Brazil’s Official Federal
Gazette on August 25th, 2006, and awarded by DNPM with respect to DNPM Process
number 806.569/1977. The mining concession area is 170.89 hectares or approximately 422 acres. “Portaria de Lavra”
is the highest level of mining right achievable; this mining concession permits mining of diamond and gold in the property. In
addition to the “Portaria de Lavra”, Duas Barras has current operating and environmental licenses issued by state authorities
to operate its plant. The main office of Duas Barras is located at Fazenda Duas Barras,
in the municipality of Olhos D’Agua, State of Minas Gerais, CEP 39398-000, Brazil.

The
Duas Barras diamond and gold processing plant was built by a previous owner of this mining concession, a Canadian listed company
called Vaaldiam Resources Ltd. At the time Brazil Mining acquired its 55% interest in Duas Barras and since such time the plant
functioned well below capacity producing some diamonds and gold but has since stopped to have its power generators repaired and
serviced. Duas Barras has nine employees.

The
Company has no agreement with Brazil Mining concerning the voting of Brazil Mining’s interest in Duas Barras on any matter
including the operations of Duas Barras. Marc Fogassa, the Chief Executive Officer of the Company, is the Chief Executive Officer
and a director of Brazil Mining.

Analysis

Under
the guidance provided in FAS 141R a business is defined as an integrated set of activities and assets that is capable of
being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits
directly to investors or other owners, members, or participants. Neither the Borba Rights, which constitute merely a permit to
explore for minerals in a defined area in Brazil, nor the Company’s contract right to a 20% share of the monthly diamond
production that Brazil Mining actually receives in respect of Brazil Mining’s 55% equity interest in Duas Barras, and which
provides the Company no right to direct the operations of Duas Barras or the Company’s affiliate which is the equity owner
in Duas Barras, individually or collectively constitutes a business under such framework.

Article 11.01(d) of
Regulation S-X provides that among the facts and circumstances which should be considered in evaluating whether an acquisition
of a lesser component of an entity (an asset or collection of assets) constitutes a business are the following:

(1) Whether the nature of the revenue-producing
activity of the component will remain generally the same as before the transaction; or

(2) Whether any of the following attributes
remain with the component after the transaction:

(i) Physical facilities,

(ii) Employee base,

(iii) Market distribution system,

(iv) Sales force,

(v) Customer base,

(vi) Operating rights,

(vii) Production techniques, or

(viii) Trade names.

In the instant case,
the “components” are the Borba Rights and the Duas Barras Option (or, since it was likely at the time that the Company
obtained the Duas Barras Option that the Duas Barras Option would be exercised, the underlying contract right to a 20% share of
the monthly diamond production that Brazil Mining would actually receive in respect of Brazil Mining’s 55% equity interest
in Duas Barras, if and when such interest was acquired by Brazil Mining).

Neither the Borba Rights
nor the contract rights the Company later acquired upon exercise of the Duas Barras Option contain any physical facilities, employees,
a sales force, a customer base, operating rights, production techniques or trade names. While it is true that the operations of
Duas Barras have remained the same after the December 19, 2012 transaction, the Company did not acquire a direct interest in Duas
Barras, but merely a passive right to future revenue from activities of an entity over which the Company has no control.

For the reasons set
forth above, we do not believe that the assets acquired by the Company on December 19, 2012 constitute a business and therefore
we believe that historical financial statements are not required to be filed by the Company. Further, in light of the fact that
operations of Duas Barras have been curtailed due to the need to repair and service its power generators, we do not believe that
financial statements of Duas Barras would be indicative of the capacity or potential of the asset and would not be relevant to
current or future investors.

We hereby acknowledge that:

the Company is responsible for the adequacy and accuracy of the disclosure in all of its filings;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission
from taking any action with respect to the filings; and

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

Very truly yours,

/s/ Marc Fogassa

   		Marc Fogassa

    Chief Executive Officer

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

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BRAZIL MINERALS, INC.

324 South Beverly Drive, Suite 118

Beverly Hills, California 90212

January 30, 2013

BY EDGAR

Mark P. Shuman, Esq.

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Brazil Minerals, Inc., formerly Flux
Technologies, Corp. (the “Company”)

Current Report on Form 8-K Filed: December
26, 2012 (the “8-K”)

File No. 333-1780624

Dear Mr. Shuman:

Reference is made to your comment letter,
dated January 22, 2013, to the Company, relating to the subject filing (the “Comment Letter”). Set forth below is the
comment contained in the Comment Letter followed by the Company’s response thereto:

Comment:	 You appear to have been a shell company before
the transaction. See Exchange Act Rule 12b-2, and for 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 Section II.D.3 of SEC Release No.
34-52038.

Response:	The Company believes that at no time from its inception
until December 18, 2012, the date that the Company consummated the transactions described in the 8-K, the Company was a shell company.
The Company further believes that at all times since December 18, 2012 the Company has also not been a shell company. Therefore,
the Company believes that it did not “cease” to be a shell company by virtue of the December 18, 2012 transactions
since it was not a shell company prior to that date.

Rule 12b-2 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934 defines a “shell company” as a company, other than
an asset-backed issuer, with:

no or nominal operations; and

either:

 § no or nominal assets;

 § assets consisting solely of cash and cash equivalents; or

 § assets consisting of any amount of cash and cash equivalents and nominal other assets.

The conditions for being a shell company
set forth in the above definition are in the conjunctive. Therefore, if a company has operations at a particular time and such
operations are not nominal, the company should not be considered to be a shell company at that time, notwithstanding the amount
or type of assets it has at the time.

Enclosed herewith is a signed Affirmation
of the sole director and officer of the Company from its inception until December 18, 2012. Based on the statements contained therein
the Company believes that at all times from its inception until December 18, 2012 the Company had operations and such operations
were not nominal.

As reported in the 8-K, on December 18,
2012 the Company acquired certain mineral property interests in exchange for a number of shares of common stock of the Company
equal to 51% of the outstanding shares of common stock giving effect to all of the transactions consummated on December 18, 2012.
The Company believes that the property interests acquired had and continue to have substantial value and therefore are more than
nominal. The Company also believes that since December 18, 2012 it has at all times had more than nominal operations. Therefore,
the Company believes that at all times since December 18, 2012 the Company has not been a shell company.

Based on the foregoing, the Company believes
that the disclosure in the 8-K was in compliance with the applicable requirements of Form 8-K.

We hereby acknowledge that:

the Company is responsible for the adequacy and accuracy of the disclosure in all of its filings;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission
from taking any action with respect to the filings; and

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

Very truly yours,

/s/ Marc Fogassa

		Marc Fogassa

Chief Executive Officer

AFFIRMATION

Iryna Antaniuk, states as follows:

 1. I was among other things, the sole director, President, Chief Executive Officer, Chief Financial Officer and Treasurer of Flux
Technologies, Corp., a Nevada corporation (the “Company”) from its inception on December 15, 2011 until my resignation
from all of such positions on December 18, 2012.

 2. From the date of inception until the date of my resignation, the Company was engaged in the business of providing 3D animation
services for customers and marketing such services.

 3. On February 17, 2012 the Company entered into a Professional Services Agreement with Paliwa Spolka, pursuant to which the Company
produced and delivered to the client an animation which demonstrated the visual impact of a commercial building.

 4. A DVR containing animation and still image files for the building was delivered to the client on June 7, 2012. The client made
two payments to the Company totaling $4,900 in fulfillment of the contract.

 5. From June 2012 until my resignation, I devoted a significant amount of time to develop the Company’s business, research
the 3D animation market and to look for potential customers.  I contacted numerous businesses in Poland to offer the Company’s
services and potentially negotiate additional service agreements.  In November, 2012
I attended the international trade exhibition for 3D technology industry “3D Poland”, which was held in Lublin Poland,
where I had an opportunity to attend educational 3D seminars and workshops and to look for potential business opportunities.

 6. Even though numerous phone calls were placed to various Polish
businesses they did not materialize into potential customers and strategic
partners or additional service agreements. Among the businesses and people I contacted
were CEG-BUD Sp. z o.o.,EL-MARK Usługi Elektroinstalacyjne Marek Groszek , Biuro Handlowo Usługowe
Mjn Janusz Nowak Wolsztyn,  Zakład Produkcyjno Montażowy Robót
Elektroenergetycznych i Gazowych Elpromont,  Zakład Usługowo Handlowy
Marcin Kotlarski , INPOOL P.W. Bogdan Wrzosek, P.U.H.P.EKO-TECH Sławomir Jaskulski, A.Michalak MKWADRAT Autorska PracowniaArchitektury,
Materiały Budowlane Oriko Polska Sp. z o. o.

 7. I did not abandon my plan to have the market 3D animation services until
the Acquisition Agreement among the Company, me and Brazil Mining, Inc. was

consummated
on the date of my resignation.

			_/s/
Iryna Antaniuk_________________

Iryna
Antaniuk

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

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June 12, 2012

FLUX  TECHNOLOGIES,  CORP.

21 Komorowo Street, Suite 2

Wolsztyn Poland 64-200

Tel: 48-717106868

fluxtechcorp@gmail.com

June 12, 2012

Mr. Matthew Crispino

United States

Securities and Exchange Commission

Washington, DC 20549

RE: Flux Technologies, Corp.

Registration Statement on Form S-1

Filed April 6, 2012

Filing No. 333-180624

Dear Mr. Crispino:

This letter shall serve as the request of Flux Technologies, Corp. pursuant to Rule 461, to accelerate the effectiveness of the above-referenced registration statement on Friday, June 15, 2012, 11:00AM EST, or the soonest practicable date thereafter. We are aware of our filing obligations under the Securities Act of 1933, as amended, and intend to fully comply therewith.

We also make the following representations:

· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, 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 full 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.

Thank you very much for your kind cooperation and assistance in this matter.

Very truly yours,

/S/ Iryna Antaniuk

----------------------------

Iryna Antaniuk, President

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Converted by EDGARwiz

FLUX  TECHNOLOGIES,  CORP.

21 Komorowo Street, Suite 2

Wolsztyn Poland 64-200

Tel: 48-717106868

fluxtechcorp@gmail.com

May 29, 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/A,

Filed on May 11, 2012

Filing No. 333-180624

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

Further to your letter dated May 25, 2012, concerning the deficiencies in Registration Statement on Form S-1/A filed on May 11, 2012, we provide the following responses:

General

1. SEC Comment: Revise to include an updated consent from your independent registered public accounting firm when you file your next amendment.

Response: In response to the comment the company obtained and filed an updated consent from your independent registered public accounting firm.

Risk Factors

We are an “emerging growth company” and any decision on our part to comply with certain reduced disclosure requirements…, page 9

2. SEC Comment: Please revise this risk factor disclosure as it related 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, your assessment as to whether you are considered to be a large accelerated filer will be made 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 February 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 debt. Please revise your disclosure accordingly.

Response: In response to this comment the company revised the risk factor as requested. Please refer to page 9 of the prospectus:

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 stockholder 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 August 31 of any year before the end of that five-year period, we would cease to be an “emerging growth company” as of the following February 28. In addition, we can cease to be an emerging growth company earlier than the normal five year term if our annual gross revenues exceed $1.0 billion or if we have issued more than $1 billion in non-convertible debt during the preceding three year period. 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.

Because our sole director has an interest in a company involved in the same industry…, page 9

3. SEC Comment: 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 will determine which entity – GRAFIK KOMPUTEROWY MIR Sp. Z.o.o. or you – will receive a particular business opportunity.

Response: In response to this comment the company revised the risk factor as requested:

BECAUSE OUR SOLE DIRECTOR HAS AN INTEREST IN A COMPANY INVOLVED IN THE SAME INDUSTRY, THERE IS A POTENTIAL CONFLICT OF INTEREST, INCLUDING THE AMOUNT OF TIME SHE IS ABLE TO DEDICATE TO FLUX TECHNOLOGIES, CORP. AND ITS BUSINESS.

Our sole director Ms. Antaniuk is associated with another company that is engaged in business activities similar to those conducted by us. Ms. Antaniuk is owner of computer graphics studio GRAFIK KOMPUTEROWY MIR Sp. z.o.o.  working as a freelance computer graphics designer and consultant.   GRAFIK KOMPUTEROWY MIR Sp. z.o.o.  is not an affiliate of Flux Technologies, Corp.

Potential conflict of interest may arise in future that may cause our business to fail, including conflict of interest in allocating Ms. Antaniuk’s time to our company as well as additional conflict of interests over determining to which entity a particular business opportunity should be presented. We do not currently have a right of first refusal pertaining to business opportunities that come to management's attention. While our sole officer and director has verbally agreed to present business opportunities first to us, subject to any pre-existing duty she may have, we have not adopted a policy that expressly prohibits our sole officer and director Ms. Antaniuk from having a direct or indirect financial interest in potential future opportunity or from engaging in business activities of the types conducted by us. As a result, in determining to which entity particular business opportunities should be presented, our sole officer and director Ms. Antaniuk may favor her own interests and the interests of GRAFIK KOMPUTEROWY MIR Sp. z.o.o.  over our interests and those of our shareholders, which could have a material adverse effect on our business and results of operations.

Following the effective date of the registration statement …, page 11

4. SEC Comment: We note your response to prior comment 6 and the new risk factor included 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 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 suspension under Section 15(d) of the Exchange Act.

Response: In response to this comment the company added the risk factor as required.

OUR COMMON SHARES ARE NOT REGISTERED UNDER THE EXCHANGE ACT. AS A RESULT, WE WILL NOT BE SUBJECT TO THE FEDERAL PROXY RULES AND OUR DIRECTORS, EXECUIVES OFFICERS AND 10% BENEFICIAL HOLDERS WILL NOT BE SUBJECT TO SECTION 16 OF THE EXCHANGE ACT. IN ADDITION OUR REPORTING OBLIGATIONS UNDER SECTION 15(D) OF THE EXCHANGE ACT MAY BE SUSPENDED AUTOMATICALLY IF WE HAVE FEWER THAN 300 SHAREHOLDERS OF RECORD ON THE FIRST DAY OF OUR FISCAL YEAR.

Our common shares are not registered under the Securities Exchange Act of 1934, as amended, and we do not intend to register our common shares under the Exchange Act for the foreseeable future, provided that, we will register our common shares under the Exchange Act if we have, after the last day of our fiscal year, more than 500 shareholders or record, in accordance with Section 12(g) of the Exchange Act.  As a result, although, upon the effectiveness of the registration statement of which this prospectus forms a part, we will be required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act, as long as our common shares are not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the Securities and Exchange Commission a proxy statement and form of proxy complying with the proxy rules.  In addition, so long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act.  Section 169a) of the Exchange Act requires executive officers and directs, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively.  Such information about our directors, executive officers, and beneficial holders will only be available through this (and any subsequent) registration statement, and periodic reports we file thereunder.

Furthermore, so long as our common shares are not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record.  This suspension is automatic and does not require any filing with the SEC.  In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

Plan of Operations, page 23

5. SEC Comment: 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 agreement. Please revise your disclosure to reflect the fact that you have already executed your first service agreement.

Response:  In response to this comment the company revised the disclosure as requested. Please refer to page 23 of the prospectus.

“Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because no significant revenues are anticipated until we implement our business plan and execute additional service agreements (on May 1, 2012 the first revenue of $2,450 was recognized pursuant to the service agreement signed with Paliwa Spólka Sp. Z o. o.). We are not raising any money in this offering. Our only sources for cash at this time are investments by shareholders in our company and cash advances from our sole director Iryna Antaniuk.”

6. SEC Comment:  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 necessary 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.

Response:  In response to this comment the company revised its disclosure as requested. Please refer to page 23 of the prospectus.

“Our office is currently located at 21 Komorowo Street, Ste. 2, Wolsztyn, Poland 64200. This is the office of our Director, Ms. Iryna Antaniuk.  We do not pay any rent to Ms. Antaniuk and there is no agreement to pay any rent in the future.  Upon the completion of our offering, we do not intend to establish an office elsewhere. To service our current contract with Paliwa Spolka Sp. Z o. o. we are relying on equipment from Ms. Antaniuk’s business, GRAFIK KOMPUTEROWY MIR. We anticipate to rely on Ms. Antaniuk’s current business resources until we have available funds to obtain our own PCs and computer software. Currently, this option is highly questionable, as no significant revenues are anticipated until we fully implement our business plan.”

Report of Independent Registered Public Accounting Firm, page 32

7. SEC Comment: Please revise the report of your independent registered public accounting firm to refer to their audit of the company’s February 29, 2012 balance sheet.

Response:  In response to this comment the company obtained and filed a revised report from our independent registered public accounting firm.

Please direct any further comments or questions you may have to company at fluxtechcorp@gmail.com.

Thank you.

Sincerely,

/S/ Iryna Antaniuk

Iryna Antaniuk, President

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

cc: Via Facsimile
 Incorp Services, Inc.

CORRESP
1
filename1.htm

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.

1

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.

2

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

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

cc: Via Facsimile
 Incorp Services, Inc.