SecProbe.io

CORRESP
 1
 filename1.htm

 Flux
Power Holdings, Inc.

 2685
S. Melrose Drive

 Vista,
California 92081

 June
2, 2026

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re: Flux Power Holdings, Inc.

 Registration
Statement on Form S-1, filed May 22, 2026

 (File
No. 333-296186)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Flux Power Holdings, Inc. (the " Registrant ") hereby
requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00
p.m., Eastern Time, on Thursday, June 4, 2026, or as soon thereafter as practicable.

 The
Registrant hereby authorizes Ryan Gunderson of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant,
to orally modify or withdraw this request for acceleration.

 Thank
you for your assistance. If you should have any questions, please contact Ryan Gunderson of Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP, counsel to the Registrant, at (858) 436-8046.

 Thank
you for your attention on this matter.

 Very truly yours,

 Flux Power Holdings, Inc.

 By:
 /s/
 Krishna Vanka

 Krishna
 Vanka

 Chief
 Executive Officer

 cc:
 Ryan
 Gunderson, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 27, 2026

Krishna Vanka
Chief Executive Officer
Flux Power Holdings, Inc.
2685 S. Melrose Drive,
Vista, California 92081

 Re: Flux Power Holdings, Inc.
 Registration Statement on Form S-1
 Filed May 22, 2026
 File No. 333-296186
Dear Krishna Vanka:
 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 Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Ryan J. Gunderson
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

October
1, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549

  Attention:
  Jenny O’Shanick

  Geoffrey Kruczek

  Re:
  Flux Power Holdings, Inc.

  Draft Registration Statement on Form S-1

  Submitted April 21, 2025

CIK
No. 0001083743

Ladies
and Gentlemen:

On
behalf of Flux Power Holdings, Inc. (the “Company”), and in connection with the filing via EDGAR of its Registration
Statement on Form S-1 (the “Registration Statement”), this letter responds to the comments set forth in the
letter to the Company dated April 28, 2025 from the staff of the Securities and Exchange Commission (the “Staff”).

For
your convenience, we have repeated and numbered the Staff’s comments from the April 28, 2025 letter in italicized print, and the
Company’s responses are provided below each comment.

General

1. Please
                                            file your remaining exhibits with your next amendment. Note that we may have additional comments
                                            on your registration statement following our review of any such exhibits.

In
response to the Staff’s comment, the Company has filed the remaining exhibits as part of the Registration Statement.

2. Please
                                            revise to include the delaying amendment legend on the front cover page of the registration
                                            statement. Refer to Item 501(a) of Regulation S-K.

In
response to the Staff’s comment, the Company has revised the Registration Statement to include the delaying amendment legend from
Rule 473 of Regulation C under the Securities Act of 1933 on the front cover page of the Registration Statement.

[Remainder
of page intentionally left blank.]

*
* * * *

Securities and Exchange Commission

October 1, 2025

Page 2

Please
do not hesitate to contact me at (858) 436-8046 if you have any questions or would like additional information regarding this matter.

Very
truly yours,

GUNDERSON
DETTMER STOUGH

VILLENEUVE
FRANKLIN & HACHIGIAN, LLP

  /s/ Ryan J. Gunderson

  cc:
  Krishna Vanka

  Flux Power Holdings, Inc.

  Kevin Royal

  Flux Power Holdings, Inc.

  Traci A. Biedermann

  Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

April 28, 2025
Krishna Vanka
Chief Executive Officer
Flux Power Holdings, Inc.
2685 S. Melrose Drive,
Vista, California 92081
Re:Flux Power Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted April 21, 2025
CIK No. 0001083743
Dear Krishna Vanka:
            We have conducted a limited review of your draft registration statement and have the
following comment(s).
            Please respond to this letter by providing any requested information and by publicly
filing your registration statement and non-public draft submission on EDGAR. If you do not
believe a comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
General
1.Please file your remaining exhibits with your next amendment. Note that we may have
additional comments on your registration statement following our review of any such
exhibits.
2.Please revise to include the delaying amendment legend on the front cover page of the
registration statement. Refer to Item 501(a) of Regulation S-K.

April 28, 2025
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.
            We also remind you that your registration statement must be on file at least two
business days prior to the requested effective date and time. 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.
            Please contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at 202-551-
3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Deborah K. Seo

CORRESP
1
filename1.htm

October
2, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Jenny O’Shanick

    Re:
    Flux Power Holdings, Inc.

    Registration Statement on Form S-3 (File
    No. 333-274689)

    Request for Acceleration

    Requested Date:
    October 6, 2023

    Requested Time:
    4:30 p.m. Eastern Time

Ladies
and Gentlemen:

Flux
Power Holdings, Inc. hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-274689) be accelerated
so that the same will become effective at 4:30 p.m., Eastern Time, on October 6, 2023, or as soon thereafter as practicable.

If
you have any questions regarding this request, please call our counsel John P. Yung of Lewis Brisbois at (916) 646-8288.

    Very Truly Yours,

    Flux Power Holdings, Inc.

    /s/
    Ronald F. Dutt,

    Ronald F. Dutt,

    Chief Executive Officer

United States securities and exchange commission logo
September 27, 2023
Ronald F. Dutt
Chief Executive Officer
Flux Power Holdings, Inc.
2685 S. Melrose Drive
Vista, CA 92081
Re:Flux Power Holdings, Inc.
Registration Statement on Form S-3
Filed September 25, 2023
File No. 333-274689
Dear Ronald F. Dutt:
            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 Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John P. Yung

United States securities and exchange commission logo
October 22, 2020
Ronald F. Dutt
Chief Executive Officer
Flux Power Holdings, Inc.
2685 S. Melrose Drive
Vista, CA 92081
Re:Flux Power Holdings, Inc.
Registration Statement on Form S-3
Filed October 16, 2020
File No. 333-249521
Dear Mr. Dutt:
            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 Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       John P. Yung, Esq.

CORRESP
1
filename1.htm

October
22, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tom Jones

    Re:
    Flux
    Power Holdings, Inc.

    Registration
    Statement on Form S-3 (File No. 333-249521)

    Request
    for Acceleration

    Requested
    Date:
    October
    26, 2020

    Requested
    Time:
    4:30
    p.m. Eastern Time

Ladies
and Gentlemen:

Flux
Power Holdings, Inc. hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-249521) be
accelerated so that the same will become effective at 4:30 p.m., Eastern Time, on October 26, 2020, or as soon thereafter as practicable.

If
you have any questions regarding this request, please call our counsel John P. Yung of Lewis Brisbois at (916) 646-8288.

    Very
    Truly Yours,

    Flux
    Power Holdings, Inc.

    /s/ Ronald
    F. Dutt

    Ronald
    F. Dutt,

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Roth
Capital Partners, LLC

888
San Clemente Drive

Newport
Beach, CA 92660

August
10, 2020

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Flux
    Power Holdings, Inc. (the “Company”)

    Registration
    Statement on Form S-1 (File No. 333-231766)

Ladies
and Gentlemen:

In
connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Roth Capital Partners, LLC, as the representative of the underwriters, hereby joins in the request of
the Company that the effective date of such registration statement be accelerated to 5:00 p.m. (Eastern time) on Tuesday, August
11, 2020, or as soon thereafter as practicable.

In
making this request the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public
offering of securities pursuant to the registration statement.

Very
truly yours,

Roth
Capital Partners, LLC,

As
the Representative of the Underwriters

    By:
    /s/
    Aaron M. Gurewitz

    Name:
    Aaron
    M. Gurewitz

    Title:
    Head
    of Equity Capital Markets

CORRESP
1
filename1.htm

August
10, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tim Buchmiller

    Re:
    Flux
    Power Holdings, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-231766

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
Flux Power Holdings, Inc., a Nevada corporation (the “Company”) respectfully requests that the effective date
of the registration statement referred to above (the “Registration Statement”) be accelerated so that it will
become effective at 5:00 p.m., Eastern Time, on Tuesday, August 11, 2020, or as soon thereafter as possible. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Lewis Brisbois Bisgaard & Smith
LLP by calling Daniel B. Eng at 415.262.8508. We also respectfully request that a copy of the written order from the Securities
and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Lewis Brisbois
Bisgaard & Smith LLP, Attention: Daniel B. Eng, by email to Daniel.Eng@lewisbrisbois.com.

If
you have any questions regarding this request, please contact Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at 415.262.8508.

    Very
Truly Yours,

    By:

    /s/
    Ronald F. Dutt

    Name:

    Ronald
    F. Dutt

    Title:

    Chief
    Executive Officer

    cc:
    John
    Yung, Lewis Brisbois Bisgaard & Smith LLP

    Daniel
    B. Eng, Lewis Brisbois Bisgaard & Smith LLP

CORRESP
1
filename1.htm

August
6, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tim Buchmiller

    Re:
    Flux
    Power Holdings, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-231766

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
Flux Power Holdings, Inc., a Nevada corporation (the “Company”) respectfully requests that the effective date
of the registration statement referred to above (the “Registration Statement”) be accelerated so that it will
become effective at 5:00 p.m., Eastern Time, on Monday, August 10, 2020, or as soon thereafter as possible. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Lewis Brisbois Bisgaard & Smith
LLP by calling Daniel B. Eng at 415.262.8508. We also respectfully request that a copy of the written order from the Securities
and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Lewis Brisbois
Bisgaard & Smith LLP, Attention: Daniel B. Eng, by email to Daniel.Eng@lewisbrisbois.com.

If
you have any questions regarding this request, please contact Daniel B. Eng of Lewis Brisbois Bisgaard & Smith LLP at 415.262.8508.

    Very Truly Yours,

    By:
    /s/
    Ronald F. Dutt

    Name:
    Ronald
    F. Dutt

    Title:
    Chief
    Executive Officer

    cc:
    John
    Yung, Lewis Brisbois Bisgaard & Smith LLP

    Daniel
    B. Eng, Lewis Brisbois Bisgaard & Smith LLP

CORRESP
1
filename1.htm

Roth
Capital Partners, LLC

888
San Clemente Drive

Newport
Beach, CA 92660

August
6, 2020

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Flux
    Power Holdings, Inc. (the “Company”)

    Registration
    Statement on Form S-1 (File No. 333-231766)

Ladies
and Gentlemen:

In
connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), Roth Capital Partners, LLC, as the representative of the underwriters, hereby joins in the request of
the Company that the effective date of such registration statement be accelerated to 5:00 p.m. (Eastern time) on Monday, August
10, 2020, or as soon thereafter as practicable.

In
making this request the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public
offering of securities pursuant to the registration statement.

    Very
    truly yours,

    Roth
    Capital Partners, LLC,

    As
    the Representative of the Underwriters

    By:
    /s/
    Aaron M. Gurewitz

    Name:
    Aaron
    M. Gurewitz

    Title:
    Head
    of Equity Capital Markets

June 5, 2019
Ronald F. Dutt
Chief Executive Officer
Flux Power Holdings, Inc.
985 Poinsettia Avenue, Suite A
Vista, CA 92081
Re:Flux Power Holdings, Inc.
Registration Statement on Form S-1
Filed May 24, 2019
File No. 333-231766
Dear Mr. Dutt:
            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 Heather Percival at 202-551-3498 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Daniel B. Eng, Esq.

November  2, 2012

Via E -mail
Chris Anthony
President
Flux Power Holdings,  Inc.
2240 Auto Park Way
Escondido , CA 92029

Re: Flux Power Holdings, Inc.
  Form 8-K
Filed  June  18, 2012
  File No.  000-25909

Dear Mr. Anthony :

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 include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

     Sincerely,

     /s/ Mary Beth Breslin for

Amanda Ravitz
 Assistant Director

cc (via e -mail):  John P. Yung , Esq.  – Locke Lord LLP

CORRESP
1
filename1.htm

        500 Capitol Mall, Suite 1800

        Sacramento, CA 95814

        Telephone: 916-930-2500

        Fax: 916-930-2501

        www.lockelord.com

        John P. Yung

        Direct Telephone: 916-930-2524

        Direct Fax: 916-720-0343

        jyung@lockelord.com

August 29, 2012

VIA EDGAR

Russell Mancuso

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

 Re: Flux Power Holdings, Inc.

Amendment No. 1 to Form 8-K

Filed August 6, 2012

File No. 000-25909

Dear Mr. Mancuso:

On behalf of Flux Power
Holdings, Inc. (the “Company”), we hereby respond to the Staff’s comment letter of August 17, 2012, issued in
connection with the Company’s Amendment No. 1 to Form 8-K, filed on August 6, 2012.

The following responses
are numbered to correspond to the questions set forth in the Staff’s comment letter. For the Staff’s convenience, the
Staff’s comments are indicated in italics followed by the Company’s response.

Marketing and Sales, page 16

 1. We note your response to prior comment 5. With a view toward disclosure of any material disproportionate
reliance on the identified customers, please tell us the percentage of your revenues attributable to each individual customer for
each period provided.

Response: During the nine month
period ended March 31, 2012, the Company had four major customers that represented more than 10% of its revenues on an individual
basis, and combined represented 87% or $2,616,000 of its total revenues. The four major customers were Artisan Vehicle Systems,
which represented 35% of its total revenues, Epic Boats, which represented 11% of its total revenues, Greentech Automotive, which
represented 30% of its total revenues, and Wheego Electric Cars, which represented 11% of its total revenues.

Atlanta,
Austin, Chicago, Dallas, Hong Kong, Houston, London, Los Angeles, New Orleans, New York, Sacramento, San Francisco, Washington
DC

Russell Mancuso

August 29, 2012

Page 2

During the nine month period ended March
31, 2011 the Company had two major customers that accounted for 37% or $216,000 of its total revenues. The two major customers
were Boulder Electric Vehicles, Inc., which represented 11% of its total revenues, and Epic Boats, which represented 26% of its
total revenues.

For the year ended June 30, 2011, Wheego
Electric Cars, Inc., which represented 32% of its total revenues, and Epic Boats, which represented 15% of its total revenues,
collectively accounted for 47% of total revenues, or $463,000.

For the eight month period ended June 30,
2010, the Company had four customers that combined accounted for 79% of total revenues, or $164,000. The four major customers were
APT Propulsion Systems, Inc., which represented 17% of total revenues, Dukes Garage, which represented 15% of total revenues, Epic
Boats, which represented 19% of total revenues, and Wheego Electric Cars, Inc., which represented 28% of total revenues.

Production Process, page 16

 2. We note your response to prior comment 4 and your revised disclosure on page 15 indicating that
84% of your revenues for the nine months ended March 31, 2012 derived from battery sales. Please revise your disclosure describing
your production process to discuss the production of your batteries, including, as applicable, whether you rely on one or more
manufacturers, such as LHV Power, for production. Please also explain in greater detail the “flexibility in cell sourcing,”
which you reference on page 19.

Response: Pursuant to Staff’s
comment, the Company has revised its disclosure to describe the Company’s productions process of its batteries, including
any reliance on its manufacturers, in further detail on pages 17 and 18, and has explained in its statement relating to “flexibility
in cell sourcing” on page 20.

 3. We note your revisions in response to prior comment 6 with respect to the term sheet agreement
with LHV Power. Reconcile your disclosure that the agreement remains in effect with the provision under the caption “Term
& Effective Date” in exhibit 10.7, which indicates that the term of the agreement could have been extended only for a
single one-year period following the initial expiration date of April 1, 2010. Also, please revise to clarify what you mean by
the statement that “the products defined in the term sheet were assigned to Current Ways” and what this means for the
parties’ obligations under the agreement. Finally, please revise the appropriate sections of your document to include the
information regarding the amounts paid under the agreement that had been included in your initial 8-K filing but was deleted from
page 51 in the amendment.

Response: Pursuant to Staff’s
comment, the Company has revised its disclosure on pages 17 and 50 to reflect that the agreement expired on April 1, 2011 and to
clarify that the agreement was assigned to Current Ways, Inc. on September 1, 2010. As the assignee, Current Ways, Inc. has assumed
the rights and obligations of LHV Power Corporation under the agreement. The revised disclosure clarifying the terms of the agreement
and rights obligations of Current Ways, Inc. and the Company has been provided on pages 17 and 50.

Russell Mancuso

August 29, 2012

Page 3

Strategic Relationship with LHV Power,
page 18

 4. We note your response to prior comment 6 regarding disclosure of the portion of your sales attributable
to products manufactured by LHV Power; however, it does not appear that you have included this disclosure in your amended filing.
Please advise or revise.

Response: Pursuant to Staff’s
comment, the Company has revised its disclosure to include the portion of sales attributable to products manufactured by LHV Power
on page 18.

Suppliers, page 18

 5. We refer to your response to prior comment 7. Although your response indicates that the supply
agreement with Global Fluid Power Solutions is non-exclusive and lacks minimum purchase requirements, you have not described the
terms that are included in the agreement or explained how the agreement governs the commercial relationship. Given your disclosure
that the supplier accounted for 53% and 79% of your supply purchases during the nine months ended March 31, 2012 and March 31,
2011, respectively, it therefore remains unclear how you concluded that the agreement is not a material agreement. Accordingly,
please expand your disclosure of the material terms of the agreement and file it as an exhibit or provide us with additional analysis
to support a conclusion that the agreement is not material.

Response: Pursuant to Staff’s
comment, the Company has revised its disclosure to explain the material terms of the commercial relationship between Global and
the Company on page 19. In addition, the Company has filed the vendor agreement with Global
as Exhibit 10.13.

Business Experience, page 44

 6. We note your revisions in response to prior comment 12. Please expand your disclosure to describe
the nature of the businesses named in this section, such as Epic Boats, LLC, Esenjay Petroleum Corporation, Current Ways, Inc.,
and LHV Power Corporation, so investors have adequate information to evaluate the prior business experience of your directors and
executive officers.

Response: Pursuant to Staff’s
comment, the Company has revised its disclosure to describe the nature of business referenced on page 43 in greater detail.

Closing Comment

We believe the foregoing
addresses all of the Staff’s comments set forth in its comment letter dated August 17, 2012.

Russell Mancuso

August 29, 2012

Page 4

If you have any questions
or for further discussions relating to this matter please feel free to contact me 916-930-2524 or Deborah Seo at 415-318-8814.

Very truly yours,

/s/John P. Yung

JPY:dh

ACKNOWLEDGEMENT

Flux Power
Holdings, Inc., a Nevada corporation (the “Company”), hereby acknowledges the following:

	1.          The
Company is responsible for the adequacy and accuracy of the disclosure in the filing;

	2.          Staff’s comments or changes
to disclosure in response to the Staff’s comments do not foreclose the United States Securities and Exchange Commission (the
“Commission”) from taking any action with respect to the filing; and

	3.          The Company may not assert the
Staff’s comments as a defense in any proceeding initiated by the Commission or any other person under the federal securities
laws of the United States.

    Dated: August 29, 2012
    Flux Power Holdings, Inc.

    By:
    /s/ Craig Miller

    Craig Miller, Chief Intellectual Property Officer and Corporate Secretary

August  17, 2012

Via E -mail
Chris Anthony
President
Flux Power Holdings,  Inc.
2240 Auto Park Way
Escondido , CA 92029

Re: Flux Power Holdings, Inc.
  Amendment No. 1 to Form 8-K
Filed  August  6, 2012
  File No.  000-25909

Dear Mr. Anthony :

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 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 response.

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

Marketing and Sales, page 16

1. We note your response to prior comment 5.  With a view toward disclosure  of any
material disproportionate  reliance on  the identified  customers , please tell us t he
percentage of your revenues attributable to each individual customer for each period
provided.

Production Process, page 16

2. We note your response to prior comment 4 and your revised disclosure on page 15
indicating that 84% of your revenues for the nine months ended March 31, 2012 derived
from battery sales.  Please revise your d isclosure describing your production process to
discuss the production of your batteries, including, as applicable, whether you rely on one
or more manufacturers , such as LHV Power,  for production.  Please also explain in
greater  detail the “flexibility in  cell sourcing,” which you reference on page 19.

Chris Anthony
Flux Power Holdings, Inc.
August 17, 2012
Page 2

3. We note your revisions in response to prior comment 6 with respect to the term sheet
agreement with LHV  Power .  Reconcile your disclosure that the agreement remains in
effect with the provision under the caption “Term & Effective Date” in exhibit 10.7,
which indicates that the term of the agreement could have been extended only for a single
one-year period following the initial expiration date of April 1, 2010.  Also, please  revise
to clarify what you mean  by the statement that “the products defined in the term sheet
were assigned to Current Ways ” and what this means for the parties’ obligations under
the agreement.  Finally, please revise the appropriate sections of your document to
include the information  regarding the amounts paid under the agreement that had been
included in your initial 8 -K filing but was deleted from page 51 in the amendment.

Strategic Relationship with LHV Power, page 18

4. We note your response to prior comment 6 regarding disclosur e of the portion of your
sales attributable to products manufactured by LHV Power; however, it does not appear
that you have included this disclosure in your amended filing.  Please advise or revise.

Suppliers, page 18

5. We refer to  your response to prior comment 7.  Although your response  indicates that the
supply agreement with Global Fluid Power Solutions is non -exclusive and lacks
minimum  purchase requirements, you have not  described  the terms that are included in
the agreement or explain ed how th e agreement governs the commercial relationship.
Given your disclosure that the supplier accounted for 53% and 79% of your supply
purchases during the nine months ended March 31, 2012 a nd March 31, 2011,
respectively, it therefore remains unclear how you concluded that the agreement  is not a
material agreement.  Accordingly, p lease expand your disclosure of the material terms of
the agreement and file it as an exhibit  or provide us with additional analysis to support a
conclusion that  the agreement is not material.

Business Experience, page 44

6. We note your revisions in response to prior comment 12.  Please expand your disclosure
to describe the nature of the businesses named in this section, such as Epic Boats, LLC,
Esenjay Petroleum Corporation, Current Ways, Inc., and LHV Power Corporation, so
investors have adequate information to evaluate the prior business experience of your
directors and executive officers.

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 Exchange Act rules require.   Since the company and its management are

Chris Anthony
Flux Power Holdings, Inc.
August 17, 2012
Page 3

 in possession of all facts relating to a company’s disclosure, the y are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the d isclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to 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.

You may contact Kevin Kuhar  at (202) 551 -3662  or Gary Todd  at (202) 551 -3605  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Joseph McCann at (202)  551-6262 or Mary Beth Breslin, Senior Attorney,  at (202) 551 -
3625  with any other questions.

     Sincerely,

     /s/ Ma ry Beth Breslin for

Russell Mancuso
 Branch Chief

cc (via e -mail):  John P. Yung , Esq.  – Locke Lord LLP

CORRESP
1
filename1.htm

        500 Capitol Mall, Suite 1800

        Sacramento, CA 95814

        Telephone: 916-930-2500

        Fax: 916-930-2501

        www.lockelord.com

        John P. Yung

        Direct Telephone: 916-930-2524

        Direct Fax: 916-720-0343

        jyung@lockelord.com

August 6, 2012

VIA EDGAR

Amanda Ravitz

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

 Re: Flux Power Holdings, Inc.
 Form 8-K
 Filed June
18, 2012
 File No. 000-25909

Dear Ms. Ravitz:

On behalf of Flux Power Holdings, Inc. (the
“Company”), we hereby respond to the Staff’s comment letter of July 13, 2012, issued in connection with the Company’s
Form 8-K, filed on June 18, 2012. The Company has filed an amendment to the Form 8-K (“Form 8-K/A”) in response to
Staff’s comment and to update additional information. A marked copy of the amended Form 8-K showing changes between the amended
filing and the prior filing will be delivered via Federal Express to you for your convenience.

The following responses are numbered to
correspond to the questions set forth in the Staff’s comment letter. For the Staff’s convenience, the Staff’s
comments are indicated in italics followed by the Company’s response.

Our Corporate Structure, page 8

 1. We refer to the disclosure in the first paragraph of page 8 to the Information Statement on
Schedule 14F-1 that you filed on July 3, 2012. Please revise your disclosure to discuss when and how Baytree Capital acquired a
controlling interest in your common shares, the consideration they paid for this interest and their board appointments since acquiring
control.

Response: The disclosure
in the Schedule 14F-1 refers to the Baytree Capital LLC’s acquisition of controlling interest in 2008. The Company has revised
its disclosure on page 10 of the Form 8-K/A to disclose that Baytree Capital LLC (“Baytree”) obtained a controlling
interest in the Company’s common shares pursuant to a Stock Purchase Agreement dated November 26, 2008.

Amanda Ravitz

August 6, 2012

Page 2

 2. We note your disclosure on page 9 indicating that “Wheego” obtained a Federal Motor
Vehicle Safety Standards validation. Please revise to clarify your relationship with Wheego. Please also revise your disclosure
on page 18 under the “Government Regulations” heading to describe governmental regulation of motor vehicle safety in
greater detail. Indicate which of your products require the validation referenced on page 9 and whether you have obtained the necessary
validation for each product.

Response: Pursuant to the Staff's
comment, the Company revised its disclosure to clarify its relationship with Wheego, to provide additional information to describe
government regulation of motor vehicle in greater detail and additional information relating to the products validation requirement,
and it has amended its disclosures accordingly. (See pages 11 and 22).

Our Products and Services, page 13

 3. Please revise to clarify the basis for your statement in the first paragraph that your products
“in many cases outperform traditional lead acid technologies” in terms of both cost and performance. Provide similar
disclosure for your statement in the first sentence under the heading “Technology” on page 14 that your products “dramatically
extend battery system life and improve system performance.”

Response: Pursuant to the Staff's
comment, the Company revised its disclosure to provide the basis of the statements, and it has amended its disclosures accordingly.
(See pages 14 and 16).

 4. We note your disclosure on page 21 indicating that you have not sold any of your products for
use in applications other than electric vehicles. Please revise your discussion of the four products described in this section
to indicate clearly whether you have derived material revenues from each product and also indicate the applicable end market in
which sales were made.

Response: Pursuant to the Staff's
comment, the Company revised its disclosure to provide information relating to revenues generated from each product and the respective
end market in which sales were made. The Company has amended its disclosures accordingly. (See page 15).

Marketing and Sales, page 14

 5. We note your disclosure that four customers accounted for 87% of your revenues for the nine
month period ended March 31, 2012. Please revise to identify your major customers. Please also identify the suppliers/vendors referenced
in the penultimate paragraph on page 15.

Response: Pursuant to the Staff's
comment, the Company revised its disclosure to identify its major customers, suppliers and vendors and it has amended its disclosures
accordingly. (See pages 16 and 18).

Amanda Ravitz

August 6, 2012

Page 3

Strategic Relationship with LHV Power,
page 15

 6. Please revise to disclose the portion of your sales attributable to products manufactured by
LHV Power. Also revise to describe the material terms of your agreements with LHV.

Response: Pursuant to the Staff's
comment, the Company revised its disclosure to identify the portion of its sales attributable to products manufacture by LHV, to
include the material terms of Company’s agreements with LHV, and it has amended its disclosures accordingly. (See pages 17
and 18).

Suppliers, page 15

 7. Please revise to identify the vendor who accounted for 53% of your purchases for the nine-month
period ended March 31, 2012 and 67% for the year ended June 30, 2011. Also clarify whether you have a supply agreement with this
vendor and if so, describe the material terms of the agreement. If you do not have a supply agreement, please revise to state this
fact clearly.

Response: Pursuant to the Staff's
comment, the Company revised its disclosure to identify Global Fluid Power Solutions, LLC as the vendor, and the existence of a
non-exclusive supply agreement with this vendor and related material terms of such agreement. Under the supply agreement, the Company
is not obligated to purchase a minimum number of products from the vendor and the Company may purchase the batteries from other
vendors at any time in its sole discretion. Accordingly, the Company is not dependent on vendor and the supply agreement is not
a material agreement. he Company has amended its disclosures accordingly. (See page 18).

Research and Development, page 16

 8. We note your disclosure that you “completed grant work with the California Center for
Sustainable Energy, Aerovironment, the University of California at Berkeley, and San Diego Gas and Electric.” Please revise
to disclose the dates and amounts of the grants you have received, the entities from which you received the grants, the material
terms of the grants, and the extent to which any intellectual property developed pursuant to the grants or in conjunction with
the grantors is shared with them.

Response:: Pursuant to the Staff’s
comment, the Company has revised its disclosure to provide the dates and amounts of the grants received by the Company, the material
terms of the grants, and the extent to which any intellectual property developed pursuant to the grants or in conjunction with
the grantors is shared with them. (See page 19).

Intellectual Property, page 17

 9. Please revise the table at the top of page 18 to indicate the applicable jurisdiction, patent
number, and filing date for each disclosed patent pending. Please also briefly describe how and from whom you acquired the technology
on which your applications are based. We note from your disclosure on page 47 that you acquired certain technology from a related
party.

Amanda Ravitz

August 6, 2012

Page 4

Response: Pursuant to the Staff’s
comment, the Company has revised the table to provide additional information relating to each of the Company’s patent application
and has provided additional disclosure regarding the Company’s acquisition of the technology underlying the patent applications.
(See pages 20 through 22).

New Agreements, page 32

 10. Please revise here or elsewhere in your filing, as applicable, to summarize all material terms
of the NACCO Prototype Agreement, including without limitation the provisions of Articles 3, 4 and 5 concerning reimbursement of
costs and fees, ownership of intellectual property rights and term and termination provisions. Provide similar disclosure of your
agreement with GreenTech Automotive, Inc.

Response:: Pursuant to the Staff's
comment, the Company revised its disclosure to provide the material terms of the NACCO Prototype Agreement and Purchase Order Agreement
with GreenTech Automotive, Inc. and has amended its disclosures accordingly. (See pages 36 and 37).

Future Liquidity Needs, page 38

 11. Please tell us whether Baytree Capital has provided the $1 million in financing referenced in
the final paragraph of page 38 or whether it remains obligated to do so.

Response: On June 29, 2012, Baytree
Capital, its designees or assignees, provided at least $1,000,000 in financing, and as a result their commitment was satisfied.

Business Experience, page 40

 12. Please expand your disclosure in this section to provide adequate disclosure of the prior business
experience of each of your directors and executive officers. For instance, describe the principal business of each entity in which
your directors and executive officers carried on their occupations or employment, and state whether the entity is your affiliate.
Please also describe the nature of the responsibility undertaken by each director or executive officer in his prior positions.
Refer to Item 401(e) of Regulation S-K.

Response: Pursuant to the Staff’s
comment, the Company has amended its disclosure to expand on the business experience of the Company’s directors and executive
officers, and has identified whether any entity in which Company’s directors and executive officers carried on their occupations
or employment is an affiliate of the Company. (See page 44).

Amanda Ravitz

August 6, 2012

Page 5

Transactions with Related Persons,
page 46

 13. Please revise the third paragraph on page 47 to identify the parties and the related-party affiliation.
Please also revise your disclosure under the “Production process” heading on page 14 to describe the right of first
refusal to manufacture your battery management systems. Also, please file the agreement as an exhibit.

Response:
Pursuant to the Staff’s comment, the Company has amended its disclosure to identify the parties and related party affiliation
in the third paragraph and has revised its disclosure to describe the rights of first refusal held by LHV
Power Corporation to manufacture our battery management systems. The right of first refusal was granted under Section 5.1 of the
Manufacturing Implementation Agreement dated August 1, 2009 by and between LHV Power Corporation and Flux Power, which was previously
filed as Exhibit 10.8 to the Original Filing. (See pages 51 and 52).

Exhibits

 14. Please file a complete copy of your current charter as amended. In this regard, we note your
disclosures on pages 8 and 9 referencing several charter amendments filed since 1999. Please also file an executed copy of Exhibit
10.9, and ensure that you have filed all the schedules and attachments to each exhibit, such as Exhibit 10.10.

Response: The Company filed a Restated
Articles of Incorporation with the Nevada Secretary of State on July 19, 2012 (the “Restated Articles”). The Restated
Articles has been filed as an exhibit to the Form 8-K/A. Pursuant the Staff’s comment, the Company has filed an executed
copy of Exhibit 10.9 and filed all schedules and attachments to Exhibits 10.9 and 10.10, with certain information redacted. Please
note that the Company will make a separate written request for confidential treatment of certain schedules and attachments which
contains confidential information.

Note 3. Summary of Significant Accounting
Policies, page 9 Revenue Recognition, page 10

 15. We note that “when implied right of return exists,” you recognize revenue when inventory
is sold to the end user. Please tell us and revise to further describe the terms of your agreements which indicate there is an
“implied right of return.” Please clarify whether the agreements specifically allow for returns or if your business
practices are to accept them in lieu of formal agreements. Please also tell us and revise to disclose the amounts of gross deferred
revenues and gross deferred costs of sales included in the deferred revenue caption of your balance sheet for each period presented.

Response: Pursuant to the Staff's
comment, the Company revised its disclosure to clarify whether its agreements and/or business practices allow for returns. The
Company also revised its disclosure to disclose the amounts of gross deferred revenues, costs, and revenue caption. (See page 10
to the Financial Statements For the year ended June 30, 2011 and the eight month period ended June 30, 2010, and page 8 to the
Financial Statements For the nine month periods ended March 31, 2012 and 2011).

Amanda Ravitz

August 6, 2012

Page 6

Exhibit 99.3

 16. It is inappropriate to disclaim responsibility for your disclosure. Please revise the eighth
paragraph in the Introduction to the Unaudited Pro Forma Combined Financial Information to remove the disclaimer concerning “responsibility
for the accuracy or completeness of the information provided by the other party.”

Response: Pursuant to the Staff's
comment, the Company revised its disclosure to remove the disclaimer, and it has amended its disclosures accordingly.

Closing Comment

We believe the foregoing
addresses all of the Staff’s comments set forth in its comment letter dated June 18, 2012.

If you have any questions
or for further discussions relating to this matter please feel free to contact me 916-930-2524 or Deborah Seo at 415-299-2101.

Very truly yours,

 /s/ John P. Yung

John P. Yung

JPY:dh

ACKNOWLEDGEMENT

Flux Power
Holdings, Inc., a Nevada corporation (the “Company”) hereby acknowledges the following:

 1. The Company is responsible for the adequacy and accuracy
of the disclosure in the filing;

 2. Staff’s comments or changes to disclosure in response
to the Staff’s comments do not foreclose the United States Securities and Exchange Commission (the “Commission”)
from taking any action with respect to the filing; and

 3. The Company may not assert the Staff’s comments
as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws of the United
States.

    Dated: August 6, 2012
    Flux Power Holdings, Inc.

    By:
    /s/ Chris Anthony

    Chris Anthony, Chief Executive Officer

CORRESP
1
filename1.htm

        500 Capitol Mall, Suite 1800

        Sacramento, CA 95814

        Telephone: 916-930-2500

        Fax: 916-930-2501

        www.lockelord.com

        Deborah K. Seo

        Direct Telephone: 916-930-2757

        Direct Fax: 916-290-0460

        dseo@lockelord.com

July 27, 2012

Amanda Ravitz

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

 Re: Flux Power Holdings, Inc.

  Form 8-K

  Filed June 18, 2012

  File No. 000-25909

Dear Ms. Ravitz:

We represent Flux Power Holdings, Inc. (the
“Company”) and are in receipt of the Staff’s letter dated July 13, 2012 in connection with the above referenced
matter. We have had an opportunity to review and discuss the Staff’s letter, and after discussion, the Company intends to
comply with the Staff’s comments. However, the Company will need additional time to prepare and finalize the requested revisions
to the Form 8-K. Accordingly, on behalf of the Company we are requesting that the Company be given until August 6, 2012 to respond
to the Staff’s letter and to file the information in response to the Staff’s comment letter.

Thank you for your understanding on this
matter and if you have any questions, please contact me or John Yung at 916-930-2524.

    Very truly yours,

    /s/ Deborah K. Seo

DKS:dh

cc: Chris Anthony

Atlanta, Austin, Chicago,
Dallas, Hong Kong, Houston, London, Los Angeles, New Orleans, New York, Sacramento, San Francisco, Washington DC

July 13, 2012

Via E -mail
Chris Anthony
President
Flux Power Holdings,  Inc.
2240 Auto Park Way
Escondido , CA 92029

Re: Flux Power Holdings, Inc.
  Form 8-K
Filed  June  18, 2012
  File No.  000-25909

Dear Mr. Anthony :

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 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 circumstance s 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.

Our Corporate Structure, page 8

1. We refer to the disclosure in the first paragraph of page 8 to the Information Statement on
Schedule 14F -1 that you filed on July 3, 2012.  Please revise your disclosure to discuss
when and how Baytree Capital acquired a controlling inte rest in your common shares, the
consideration they paid for this interest and their board appointments since acquiring
control.

2. We note your disclosure on page 9 indicating that “Wheego” obtained a Federal Motor
Vehicle Safety Standards validation.  Pleas e revise to clarify your relationship with
Wheego.  Please also revise your disclosure on page 18 under the “Government
Regulations” heading to describe governmental regulation of motor vehicle safety in
greater detail.  Indicate which of your products req uire the validation referenced on page
9 and whether you have obtained the necessary validation for each product.

Chris Anthony
Flux Power Holdings, Inc.
July 13, 2012
Page 2

 Our Products and Services, page 13

3. Please revise to clarify the basis for your statement in the first paragraph that your
products “in many c ases outperform traditional lead acid technologies” in terms of both
cost and performance.  Provide similar disclosure for your statement in the first sentence
under the heading “Technology” on page 14 that your products “dramatically extend
battery system  life and improve system performance.”

4. We note your disclosure on page 21 indicating that you have not sold any of your
products for use in applications other than electric vehicles.  Please revise your discussion
of the four products described in this se ction to indicate clearly whether you have derived
material revenues from each product and also indicate the applicable end market in which
sales were made.

Marketing and Sales, page 14

5. We note your disclosure that four customers accounted for 87% of you r revenues for the
nine month period ended March 31, 2012.  Please revise to identify your major
customers.  Please also identify the suppliers/vendors referenced in the penultimate
paragraph on page 15.

Strategic Relationship with LHV Power, page 15

6. Please revise to disclose the portion of your sales attributable to products manufactured
by LHV Power.  Also revise to describe the material terms of your agreements with
LHV.

Suppliers, page 15

7. Please revise to identify the vendor who accounted for 5 3% of your purchases for the
nine-month period ended March 31, 2012 and 67% for the year ended June 30, 2011.
Also clarify whether you have a supply agreement with this vendor and if so, describe the
material terms of the agreement.  If you do not have a supply agreement, please revise to
state this fact  clearly .

Research and Development, page 16

8. We note your disclosure that you “completed grant work with the California Center for
Sustainable Energy, Aerovironment, the University of California at Berk eley, and San
Diego Gas and Electric.”  Please revise to disclose the dates and amounts of the grants
you have received, the entities from which you received the grants, the material terms of
the grants, and the extent to which any intellectual property de veloped pursuant to the
grants or in conjunction with the grantors is shared with them.

Chris Anthony
Flux Power Holdings, Inc.
July 13, 2012
Page 3

 Intellectual Property, page 17

9. Please revise the table at the top of page 18 to indicate the applicable jurisdiction, patent
number, and filing date for each disclo sed patent pending.  Please also briefly describe
how and from whom you acquired the technology on which your applications are based.
We note from your disclosure on page 47 that you acquired certain technology from a
related party.

New Agreements, page 32

10. Please revise here or elsewhere in your filing, as applicable, to summarize all material
terms  of the NACCO Prototype Agreement, including without limitation the provisions
of Articles 3, 4 and 5 concerning reimbursement of costs and fees, ownership of
intellectual property rights and term and termination provisions.   Provide similar
disclosure of your agreement with GreenTech Automotive, Inc.

Future Liquidity Needs, page 38

11. Please tell us whether Baytree Capital has provided the $1 million in financing referenced
in the final paragraph of page 38 or whether it remains obligated to do so.

Busine ss Experience, page 40

12. Please expand your disclosure in this section to provide adequate disclosure of the prior
business experience of each of your directors and executive officers.  For instance,
describe the principal business of each entity in which y our directors and executive
officers carried on their occupations or employment, and state whether the entity is your
affiliate.  Please also describe the nature of the responsibility undertaken by each director
or executive officer in his prior positions.   Refer to Item 401(e) of Regulation S -K.

Transactions with Related Persons, page 46

13. Please revise the third paragraph on page 47 to ident ify the parties and the related -party
affiliation.  Please also revise your disclosure under the “Production proce ss” heading on
page 14 to describe the right of first refusal to manufacture your battery management
systems.  Also, please file the agreement as an exhibit.

Exhibits

14. Please file a complete copy of your current charter as amended.  In this regard, we note
your disclosures on pages 8 and 9 referencing several charter amendments filed since
1999.  Please also file an executed copy of Exhibit 10.9, and ensure that you have filed all
the schedules and attachments to each exhibit, such as Exhibit 10.10.

Exhibit 99.1

Chris Anthony
Flux Power Holdings, Inc.
July 13, 2012
Page 4

Note 3. Summary of Significant Accounting Policies, page 9

Revenue Recognition, page 10

15. We note that “when implied right of return exists ,” you recognize revenue when
inventory is sold to the end user. Please tell us and revise to further describe the terms of
your agreements which indicate there is an “implied right of return .” Please clarify
whether the agreements specifically allow for returns or if your business practices are to
accept them in lieu of formal agreements. Please also tell  us and revise to disclose the
amounts of gross deferred revenues and gross deferred costs of sales included in the
deferred revenue caption of your balance sheet for each period presented.

Exhibit 99.3

16. It is inappropriate to disclaim responsibility for your disclosure.  Please revise the eighth
paragraph in the Introduction to the Unaudited Pro Forma Combined Financial
Information to remove the disclaimer concerning “responsibility for the accuracy or
completeness of the information provided by the other  party.”

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 Exchange 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.

 In responding to our comments, please provide  a written statement f rom the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

Chris Anthony
Flux Power Holdings, Inc.
July 13, 2012
Page 5

 You may contact Kevin Kuhar  at (202) 551 -3662  or Gary Todd  at (202) 551 -3605  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Joseph McCann at (202)  551-6262 or Mary Beth Breslin, Senior Attorney,  at (202) 551 -
3625  with any other questions.

     Sincerely,

     /s/ Mary Beth Breslin for

Amanda Ravitz
 Assistant Director

cc (via e -mail):  John P. Yung , Esq.  – Locke Lord LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

October 16, 2008
  Mr. Colin Baird Chief Financial Officer Australian Forest Industries 4/95 Salmon Street
Port Melbourne, Victoria, Australia 3207

 Re: Australian Forest Industries
Form 10-KSB for the Year Ended December 31, 2007
Form 10-QSB for the period ended March 31, 2008 File No.  000-25909

Dear Mr. Baird:

We have completed our review of your Form 10-KSB and related filings and have
no further comments at this time.

Sincerely,
                     D a v i d  R .  H u m p h r e y           B r a n c h  C h i e f

Mail Stop 3561

July 21, 2008
  Mr. Colin Baird Chief Financial Officer Australian Forest Industries 4/95 Salmon Street Port Melbourne, Victoria, Australia 3207
 Re: Australian Forest Industries
Form 10-KSB for the Year Ended December 31, 2007
Form 10-QSB for the period ended March 31, 2008 File No.  000-25909

Dear Mr. Baird:

We have reviewed your filing and have the follo wing two sets of comments.  We have limited
our review of your filing to the di sclosures pertaining to the evaluation of your internal control over
financial reporting and th e proper form type.
 Specifically, with respect to internal control, we have reviewed your filing to determine if you
conducted the evaluation of your inte rnal control over financial report ing, as required by Exchange Act
Rules 13a-15 and 15d-15, and provided an assessment and a conclusion as to the effectiveness of your
internal control over financial reporting, as required by Item 308T(a ) of Regulation S-B.  Where
indicated, we think you should revi se your document in response to these comments; however, if you
disagree, we would be pleased to co nsider your explanation as to why a revision is not necessary.  Please
be as detailed as necessary in your explanation.

----------

1. Internal Control ov er Financial Reporting

 It does not appear that your ma nagement has performed its assessm ent of internal control over
financial reporting as of December 31, 2007.  Since you were required to file or filed an annual report
for the prior fiscal year, it a ppears you are required to report on your management’s assessment of
internal control ove r financial reporting.

Mr. Colin Baird
Australian Forest Industries July 21, 2008
Page 2 of 3
  If your management has not yet performed its  assessment, we ask that you complete your
evaluation and amend your filing wi thin 30 calendar days to provide the required management's report
on internal control over financial reporting.
  In performing your evaluation, you may find the following documents helpful:
ƒ the Commission’s release Amendments to Rules Regarding Management’s Report on Internal
Control Over Financial Reporting  (Securities Act Release 8809/ Financial Reporting Release
76).  You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;

ƒ the Commission’s release Commission Guidance Regarding  Management’s Report on
Internal Control Over Financial Reporting Unde r Section 13(a) or 15 (d) of the Securities
Exchange Act of 1934 (Securities Act Release 8010/Financ ial Reporting Release 77).  You
can find this release at http://sec.gov/rules /interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).

In addition, please consider whether management’s  failure to perform or complete its report on
internal control over financial re porting impacts its conclusions rega rding the effectiveness of your
disclosure controls and procedures as of the end of the fiscal year  covered by the report and revise your
disclosure as appropriate.

  Please note that the failure to perform manage ment’s assessment adversely affects the company’s
and its shareholders ability to ava il themselves of rules and forms that  are predicated on the current or
timely filing of Exchange Act reports.  For further information regarding these impacts, please see Compliance and Disclosure Interp retation 115.02, which you can find at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.

2.  Form Type
 We note that your most recent quarterly re port for the period ending March 31, 2008 was on
Form 10-QSB and not Form 10-Q.  Beginning February 4, 2008, companies formerly classified as “small business issuers” under Regula tion S-B must file their quarterly  reports on Form 10-Q after they
have filed an annual report for a fiscal year ending after December 15, 2007. Although small business
issuers are now required to file on Form 10-Q, the di sclosure requirements for that form are now tailored
for smaller companies.
 Although we are not asking you to correct your most  recent filing just to reflect the proper form
type, we ask that you review your filing requirements and consider whether any action is necessary if
your most recently filed quarterly re port does not contain all required mate rial information. In any event,
you should file your next quart erly report on Form 10-Q.

Mr. Colin Baird
Australian Forest Industries July 21, 2008
Page 3 of 3
 Information about recent changes to rules a ffecting small business issuer form types and
disclosure and filing requirements is available on the SEC website at
http://www.sec.gov/info/smallbus/secg/smrepcosysguid.pdf . If you have any questions about these
changes, please feel free to contact the SEC’s Office of Small Business Policy at (202) 551-3460 or
smallbusiness@SEC.gov .
---------

  Please understand that the purpose of our review process is to assist you in your compliance with
the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our
comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the
end of this letter.    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 all information required under the Securities Exchange Act of
1934 and that they have provided all information investors require for an  informed investment decision.
Since the company and its management are in possessi on of all facts relating to a company’s disclosure,
they are responsible for the accuracy and adequa cy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to 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.

In addition, please be advised th at the Division of Enforcement has access to all information you
provide to the staff of the Division of Corporation Finance in our review  of your filing or in response to
our comments on your filing.

You may contact Kristin Shifflett, Staff Accountant, at (202) 551-3381 or me  at (202) 551-3211
if you have questions rega rding these comments.
         S i n c e r e l y ,
           David R. Humphrey         B r a n c h  C h i e f

UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
WASHINGTON, D.C.20549
DIVISION OF
CORPORATION FINANCE
MailStop3561
January29,2007
Mr.MichaelTimms
CEO,President andChainnan
MultiTechInternational Corp.
4/95SalmonStreetPortMelbourne,
Victoria, Australia, 3207
Re:MultiTechInternational Corp.
Schedule 14CdatedJanuary 4,2007
FiledJanuary 12,2007
FileNo.0-25909
DearMr.Timms:
Wehavecompleted apreliminary readingofyourinformation statement. Itappearsthat
yourdocument failsinnumerous materialrespectstocomplywiththerequirements oftheSecurities
Exchange Actof1934,therulesandregulations underthatAct,andtherequirements oftheform.
Forthisreason,wewillnotperformadetailedexamination oftheinformation statement, andwe
willnotissuedetailedcomments untilthesematerialdeficiencies areaddressed, becausetodoso
woulddelaythereviewofotherdisclosure documents thatdonotappeartocontaincomparable
deficiencies. .
Comment LetterdatedAugust8,2006
1.Ourrecordsdonotindicatethatyouhaveresponded toourletterofAugust8,2006.
Pleasereviseyourdocuments inresponse tothesecomments orprovidedetailedwritten
explanations ofyourbasisforconcluding thatnorevisions arenecessary. Pleasesubmit
acoverletterthatindicates howandwhereyouhaveresponded toeachcomment and
provides anyrequested information ..
Reviewed Financial Statements, pageF-20
2.Pleaserevisetoincludethereviewreportprepared bytheindependent accountant, or
revisetoeliminate anyreference tothefinancial statements beingreviewed.
Independent Auditors' Report,pageFF-2
3.Thestatement onpage2indicating thatthetransaction withRockbury "willnotbe
consummated untilthecompletion ofanauditofRockbury Properties Limitedbyan
auditorwhichisapproved bytheCompany" suggests thattheauditofRockbury's
financial statements maynotbecomplete. Pleasenotethatthestaffwillnotreviewthe

Mr.MichaelTimms
MultiTechInternational Corp.
January29,2007
Page2
Information Statement iffinancial statements thatarerequiredtobeauditedareactually
unaudited. Pleaseconfirmtothestaffthattheauditofthesefinancial statements is
complete andexplainthemeaningofthequotedstatement.
4.Thefinancial statements ofaforeigntargetthatareincluded inaninformation statement
arerequiredtobeauditedinaccordance withPublicCompany Accounting Oversight
BoardStandards. PleaseexplainthereasonsthattheopinionofAshingsLimitedonthe
financial statements ofRockbury Properties doesnotstatethattheirauditwasconducted
inaccordance withstandards ofthePublicCompany Accounting Oversight Board
(UnitedStates)anddoesnotcoverthefootnotes tothefinancial statements (i.e.,onpage
7)orreviseasappropriate.
ClosingComments
Aslongasitremainsinitscurrentform,wewillnotrecommend mailingoftheinformation
statement ..Also,notethatshouldtheinformation statement bemailedinitspresentform,wewould
berequiredtoconsiderwhatrecommendation, ifany,weshouldmaketotheCommission. We
suggestthatyouconsidersubmitting asubstantive amendment tocorrectthedeficiencies ora
requestforwithdrawal ofthefiling.
Weurgeallpersonswhoareresponsible fortheaccuracy andadequacy ofthedisclosure
inthefilingsreviewed bythestafftobecertainthattheyhaveprovided allinformation investors
require. Sincethecompany anditsmanagement areinpossession ofallfactsrelatingtoa
company's disclosure, theyareresponsible fortheaccuracy andadequacy ofthedisclosures they
havemade.
YoumaycontactMaureen Bauer,StaffAccountant, at(202)551-3237 orCarltonTartar,
Assistant ChiefAccountant, at(202)551-3387 ifyouhavequestions.
Sincerely,
~/lli.
TiaJe"ns
SeniorAssistant ChiefAccountant
OfficeofEmerging Growth
Companies
Cc:StevenCzarnick, Esq.
Fax:212-937-3870

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

        M a y  8 ,  2 0 0 8

Mr. Michael Timms
Chief Executive Officer, President
Australian Forest Industries
4/95 Salmon Street Port Melbourne,
Victoria, Australia, 3207

 Re: Australian Forest Industries
  Form 10-KSB for the fiscal year ended December 31, 2005
  File No. 0-25909

Dear Mr. Timms:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

        S i n c e r e l y ,

        T i a  J e n k i n s
        S e n i o r  A s s i s t a n t  C h i e f
        Accountant
        Office of Emerging Growth          C o m p a n i e s

CORRESP
1
filename1.htm

    corresp.htm

      Australian
Forest Industries

      4/95
Salmon Street, Port Melbourne,

      Victoria,
Australia 3207

                                        April 11,
2008

    David R.
Humphrey

    Branch
Chief

    Division
of Corporation Finance

    Mail Stop
3561

    Washington,
D.C. 20549

    Re:          Australian
Forest Industries

    Item 4.02 Form 8-K

    Filed April 7, 2008

    File No. 0-25909

    Dear Mr.
Humphrey:

    This is
in response to your comment letter of April 8, 2008 to Michael Timms with
respect to the above-referenced filings.  The numbered paragraphs
below provide answers and explanations to the corresponding numbered questions
and comments in your letter of April 8, 2008.  In addition to
providing you with this letter, Australian Forest Industries (the “Company”)
is:

              ●

              simultaneously
      filing a current  report on form 8-K/A,
  and

              ●

              providing
      you, via Federal Express, with a copy of the current report on
      form 8-K/A marked to show changes from the current report on form 8-K that
      was filed on April 7, 2008.

    Item 4.02 Non-Reliance on
Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review

    1.
Refer to the last paragraph of your disclosure.  We note that the
amended Form 10-KSB for the fiscal year ended December 31, 2005, as filed with
us on March 28, 2008, did contain an updated auditors’ report that references
the restated financial statements for the years ended December 31, 2005 and
2004.  To the extent that your board of directors or authorized
officers did discuss the restatement matters disclosed in your Item 4.02 Form
8-K with your auditors, Meyler & Company, LLC, in order to enable them to
update their auditors’ report to make reference to the restated financial
statements, please amend the Item 4.02 Form 8-K in its entirety to disclose this
fact.  We may have additional comments after review of your
response.

    Our
authorized officer has discussed the matters disclosed in our Form 8-K filing of
April 7, 2008 with our independent registered accounting firm, Meyler
& Company, LLC, ("Meyler"), and a letter from them is enclosed
herein.  On August 24, 2006, we forwarded to Meyler the comment letter
of August 8, 2006 from the Securities and Exchange Commission (the
“Commission”).  On December 8, 2006, we forwarded financial
information to Meyler.  During December of 2006, Meyler discussed the
restatement with our Chief Financial Officer and Director and completed
fieldwork in relation to the restatement.  The report in connection
with the restated financials for the years ended December 31, 2005 and December
31, 2004 contains a duel date of December 29, 2006, which corresponds to Meyler
completing its fieldwork to prepare restated financial
statements.  Meyler has agreed to review the unaudited financial
information to be included in the 2005 quarterly reports that we are
amending.

    2.
Please provide the requested written representations as shown
below.

    The
Company acknowledges the following:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

              ·

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

              ·

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

    We hope that the above letter and the
Form 8-K/A satisfactorily address the comments and questions raised in your
letter of April 8, 2008.  If you have any additional questions or
comments, please do not hesitate to contact me or the Company’s counsel, William
Rosenstadt (tel. 212-588-0022: email wsr@sovrlaw.com).

    Best
regards,

    /s/ Michael
Timms

    Michael
Timms

    Chief
Executive Officer, President

    cc:           Ms.
Beverly A. Singleton, Staff
Accountant

      MEYLER
& COMPANY, LLC

      CERTIFIED
PUBLIC ACCOUNTANTS

      ONE ARIN
PARK

      1715
HIGHWAY 35

      MIDDLETOWN,
NJ 07748

                                                                                       April
11, 2008

      Office of
the Chief Accountant

      Securities
and Exchange Commission

      460 Fifth
Street N.W.

      Washington,
D.C.

      Re:
Australian Forest Industries, Inc.

            Commission
File No. 000-25909

      Dear
Sirs:

      We have
reviewed the 8-K filed by Australian Forest Industries, Inc. relating to Item
4.02 of the form.  We wish to advise, that in December 2006, the
financial statements for the year ended December 31, 2005 were restated as
described in the 8-K filed on April 4, 2008.  The report contains a
duel date, dated December 29, 2006, which corresponds to our completion of
fieldwork in relation to the restatement.  Additionally, the 10-KSB
filed for the year ended December 31, 2006 included the restated comparable
December 31, 2005 financial statements.  The firm had discussions
relating to the restatement with the Chief Financial Officer and
Director.  He provided copies of additional documentation requested by
the SEC and all matters relating to the restatement were discussed with
him.

      We hereby
consent to the filing of this letter as an exhibit to the foregoing report on
Form 8-K.

                                                                                     Very
truly yours,

                                                                                 /s/
Meyler and Company, LLC

Mail Stop 3561          April 11, 2008  Via Fax & U.S. Mail

 Mr. Michael Timms   Chief Executive Officer AUSTRALIAN FOREST INDUSTRIES 4/95 Salmon Street, Port Melbourne Victoria, Australia  3207
 Re: Australian Forest Industries
  Item 4.02 Form 8-K, filed April 7, 2008   File No. 0-25909
Dear Mr. Timms:
  We have completed our review of your Form 8-K and have no further comments at this time.
Sincerely,

David R. Humphrey Branch Chief

Mail Stop 3561          April 8, 2008  Via Fax & U.S. Mail

 Mr. Michael Timms   Chief Executive Officer AUSTRALIAN FOREST INDUSTRIES 4/95 Salmon Street, Port Melbourne Victoria, Australia  3207
 Re: Australian Forest Industries
  Item 4.02 Form 8-K   Filed April 7, 2008   File No. 0-25909
Dear Mr. Timms:
  We have reviewed the above referenced filing for compliance with the requirements with respect to the Item 4.02 disclosures of the Form 8-K.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.   Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted via EDGAR, under the label “corresp,” within five busine ss days of the date of this letter, along with
filing the amendment to the Item 4.02 Form 8-K within this same five business day period.  Please note that if you require longer than five business days to respond, you should contact the staff immediately to request additional time.

Mr. Michael Timms
Australian Forest Industries April 8, 2008 Page 2  Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review
 1. Refer to the last paragraph of your disclosure.  We note that the amended Form 10-KSB for the fiscal year ended December 31, 2005, as filed with us on March 28, 2008, did contain an updated auditors’ report that references the restated financial statements for the years ended December 31, 2005 and 2004.  To the extent that your board of directors or authorized officers did discuss the restatement matters disclosed in your Item 4.02 Form 8-K with your auditors, Meyler & Company, LLC, in order to enable them to update their auditors’ report to make reference to the restated financial statements, please amend the Item 4.02 Form 8-K in its entirety to disclose this fact.  We may have additional comments after review of your response.
 2. Please provide the requested written representation as shown below.
********
   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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Mr. Michael Timms
Australian Forest Industries April 8, 2008 Page 3  Closing

  You may contact Ms. Beverly A. Singleton, Staff Accountant, at (202) 551-3328 or the undersigned below at (202) 551-3211 if you have questions regarding the above matters.
Sincerely,

David R. Humphrey Branch Chief

CORRESP
1
filename1.htm

    aufiletter.htm

    AUSTRALIAN FOREST INDUSTRIES

      4/95 Salmon Street, Port Melbourne,
Victoria

      Australia,
3207

                                    March 28,
2008

    Ms. Tia
Jenkins

    Senior
Assistant Chief

    Accounting

    Office of
Emerging Growth

    Division
of Corporation Finance

    Mail Stop
7010

    Washington,
D.C. 20549-7010

    Re:          Multi-Tech
International, Corp.

    Form 10-KSB for the Year Ended December
31, 2005

    Filed May 19, 2006

    Form 10-QSB for the Quarter Ended March
31, 2005

    Filed June 22, 2006

    File No. 0-25909

    Dear Ms.
Jenkins:

    This is
in response to your comment letter of August 8, 2006 to Michael Timms with
respect to the above-referenced filings.  The numbered paragraphs
below provide answers and explanations to the corresponding numbered questions
and comments in your letter of August 8, 2006.  In addition to
providing you with this letter, Australian Forest Industries (the “Company”)
is”

              ●

              simultaneously
      filing Amendment No. 1 (the “Amended Annual Report”) to the Annual Report
      on Form 10-KSB for the year ended December 31, 2005
  and

              ●

              providing
      you with a copy of the Amended Annual Report marked to show changes from
      the Annual Report on Form 10-KSB that was filed on May 19,
      2006.

    Form 10K for the Year Ended
December 31, 2005

              1.

              We
      have confirmed with EDGAR Filer Support that the name change is
      effective.

    Item 6. Management’s
Discussion and Analysis; page 6

              2.

              We
      have updated the Amended Annual Report to clarify that we earn revenue
      from one product, Structural Radiata Pine Timber
      (lumber).  Sales are recorded when a customer is
      invoiced.  While we sold more timber in 2005 (68,000 m3) than in
      2004 (48,000 m3), an approximate 13% decline in the selling price of
      timber impacted our revenue.

              3.

              Our
      Amended Annual Report has been modified to note that while the cost of
      logs has remained constant, the quality of timber, which is measured by
      the recovery of structural timber from a given log, has
      declined.  Additionally, direct and indirect labor costs have
      increased 19.6% from 2004 to 2005.

              4.

              We
      have expanded our discussion of liquidity and capital
      resources.  Historically, our major shareholder, Timbermans
      Group Pty. Ltd. (“Timbermans Group”), has covered any shortfall in working
      capital.  As of December 31, 2005, there were no liabilities
      associated with our working capital deficit that were past
      due.

    Financial Statements, page
F-1

    Audit Report, page
F-1

              5.

              The
      date has been corrected and a reference to the restatement has been
      incorporated into the opinion.  Footnote A of the Notes to
      Financial Statements has been expanded to include the disclosure required
      by paragraph 37 of APB 20.

    Balance Sheet
F-2

              6.

              The
      receivable from related parties of $273,175 relates to the net effect of
      transactions between the Company and Timbermans Group, which is the
      Company’s majority shareholder.  In 2004, the net cash advances
      between the two entities were $613, 473 which was offset by the assignment
      of the timber contract which was negotiated by the Timbermans
      Group.  We have further restated the financial statements to
      offset the receivable against the amount due to the Timbermans Group
      shareholders who advance funds to the company leaving a remaining balance
      of $386,835 due to the Timbermans Group shareholders at December 31,
      2004.

    Consolidated Statement of
Operations

              7.

              We
      reclassified part of the 2005 non-operating income section and included
      the amortization of the gain on the sale and leaseback transaction in
      operating income.  See restatement Note K for explanation of
      changes.  The gain on disposal of assets relates to gains other
      than the gain on the sale/leaseback of equipment and accordingly is
      considered non-operating income.

    Consolidated Statement of
Cash Flows

              8.

              We
      have revised this statement based upon the changes discussed in item 7
      above.

    Statements of Changes in
Stockholders’ Equity, page F-5

              9.

              The
      columns in the Edgar version have been aligned for the amended
      filing.

              10.

              We
      have expanded Note C to the Financial Statements to explain the $5,307,400
      investment made by Timbermans Group in the Company in
  2004.

    Note A- Accounting Policies,
page F-8

              11.

              We
      have expanded the revenue recognition policy to include the criteria in
      Staff Accounting Bulletin Topic
13:A:1

    Note B-Variable Interest
Entities, page F-8

              12.

              In
      2003, the Timbermans Group entered into an agreement with the Australian
      Government for the right to harvest the last significant undeveloped pine
      forest in Eastern Australia.  It then borrowed money from a
      group of investors and the National Australian bank to purchase a pine
      sawmilling and timber facility to process the harvested lumber through the
      Company.  Both the Timbermans Group and the Company are under
      common control.  The Timbermans Group by itself cannot repay its
      loans without financial support from the Company, and the Company will
      absorb the losses of the activities and will receive any future
      returns.  All of the assets of Integrated Forest Products
      including goodwill was pledged to secure the loan the Timbermans Group
      made to purchase the Company.  The common control Directors and
      Officers guaranteed the loan.  As such, we concluded that the
      Timbermans Group is a variable interest entity and the Company is the
      primary beneficiary and therefore must be consolidated in the financial
      statements under FIN 46R.

    Note E- Related party
Transactions, page F-9

              13.

              The
      Timbermans Group paid cash for the Long-Term Log Supply
      Contract.  The disclosure was erroneously included under
      operating.  It is now included under
  Investing.

    Note F-Short Term Borrowing,
page F-10

              14.

              We
      have expanded Note G to the Financial Statements to clarify the terms and
      conditions of the $790,000 guarantee with the South Wales
      government.  Since this is a guarantee, amounts have been
      recorded in the Financial
Statements.

              15.

              We
      have disclosed the terms and conditions of all financial agreements in
      Note G to the Financial Statements.

    Note K-Sale-Leaseback
Transaction, page F-11

              16.

              We
      have revised the disclosure and have restated the 2005 Financial Statement
      to reflect the amortization of the gain over a 30 year period, the life of
      the related assets as called for by SFAS
98.

    Item 8, Change of
Accountants, page 9

      17.

               Disclosure
      of the change in accountant as it appears in Item 8 of Form 10-K for the
      year ended December 31, 2005, filed on May 19, 2005, satisfies all
      disclosure requirements.

    Item 8A, Disclosure Controls
and Procedures, page 9

      18.

              We
      have added the following sentence to Item 8A, (a)(ii): “The Company's
      management, including the CEO and CFO believe that our system of
      disclosure controls and procedures provide reasonable assurance that
      information required to be disclosed in our periodic reports filed under
      the Exchange Act is, in fact, being
disclosed.”

    Exhibits 31.1 and 31.2,
Section 302 Certifications

      19.

               We
      have revised the revised certifications to conform with the language that
      is required by Item 601(b)(31) of Regulation
  S-B.

      20.

              We
      are in the process of amending our quarterly report on Form 10-QSB for the
      period ending March 31, 2005 and will file it shortly
      hereafter.  We intend to revise the certifications per your
      instructions.

              21.

              We
      are in the process of amending our quarterly report on Form 10-QSB for the
      period ending March 31, 2005 and will file it shortly
      hereafter.  We intend to include the following statements in
      Item 2 of that amended Form 10-QSB:

    CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING STATEMENTS

          It
should be noted that this Management's Discussion and Analysis
of      Financial Condition and Results of
Operations may contain "forward-looking statements." The terms "believe,"
"anticipate," "intend," "goal," "expect," and similar expressions may identify
forward-looking statements. These forward-looking statements represent the
Company's current expectations or beliefs concerning future events. The matters
covered by these statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those set forth in the
forward-looking statements, including the Company's dependence on
weather-related factors, introduction and customer acceptance of new products,
the impact of competition and price erosion, as well as supply and manufacturing
restraints and other risks and uncertainties. The foregoing list should not be
construed as exhaustive, and the Company disclaims any obligation subsequently
to revise any forward-looking statements to reflect events or circumstances
after the date of such statements, or to reflect the occurrence of anticipated
or unanticipated events. In light of the significant uncertainties inherent in
the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation that the strategy,
objectives or other plans of the Company will be achieved. The Company wishes to
caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made.

    RESULTS
OF OPERATIONS

         We
are currently in the third year of operations and have generated significant
revenues to date. Our activities from inception to date were related to our
formation, preparation of our business model, arranging and planning financing
and the acquiring all rights, title and interest to our timber rights located in
the Canberra region in addition to the implementation and construction of our
first sawmill also in the Canberra region.

          Operating
costs for the three-months ended March 31, 2006 aggregated $4,327,928. This
includes costs incurred in procuring our rights under the Bombala Agreement and
operating expenses for our Canberra sawmill. We incurred an operating loss of
$(878,816) and a total net loss of $(601,629) or $(0.01) per share.

    LIQUIDITY
AND CAPITAL RESOURCES

    On March 31, 2005 we had current
assets of $5,375,750.  Net cash used in operating activities for the
three month period ending March 31, 2005 was $(323,276).  Net Cash
used in Financing Activities for the three month period ending March 31, 2006
was $2,587,969.

    Controls and
Procedures

      22.

              We are in the process of amending
      our quarterly report on Form 10-QSB for the period ending March 31, 2005
      and will file it shortly hereafter.  We intend to include the
      following statements in Item 3 of that amended Form
      10-QSB:

    ITEM 3.
CONTROLS AND PROCEDURES

    The
Company's management, including the CEO and CFO believe that our system of
disclosure controls and procedures provide reasonable assurance that information
required to be disclosed in our periodic reports filed under the Exchange Act
is, in fact, being disclosed.

    (a) Our
principal executive officer and principal financial officer have each evaluated
the effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) as of a date within 90 days prior to the
filing date of this quarterly report and have each concluded that our disclosure
controls and procedures are adequate.

    (b) There
were no significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

    (c) Not
applicable

    Financial
Statements

              23.

              We
      are in the process of amending our quarterly report on Form 10-QSB for the
      period ending March 31, 2005 and will file it shortly
      hereafter.  We intend to revise the financial statements to add
      the disclosure relating to SFAS
123R

    1934 Act Periodic
Reports

              24.

              With
      this letter, we are simultaneously filing the restated financials for the
      year ended December 31, 2005 in the Amended Annual Report.  We
      will also file a current report on Form 8-K providing the required
      disclosure under Item 4.02 thereof for the quarters ended March 31,
      2005, June 30, 2005 and September 30,
2005.

    25.
Amended quarterly reports for periods ended March 31, 2005, June 30, 2005 and September 30, 2005 will be filed
in the Company's second quarter of 2008.

    26. Today we filed the following documents as exhibits to our
amended 10-KSB for period ended December 31, 2006:

        a. Loan
Document for Timbermans Group Pty Ltd.

        b. Loan
Document for Integrated Forest Products Pty Ltd.

        c. Deed
of Sale

        d.
Sale/leaseback document

              27.

              We
      note your comment and understand its
importance.

    We hope that the above letter and the
Amended Annual Report satisfactorily address the comments and questions raised
in your letter of August 8, 2006 and apologize for the delay in responding to
that letter.  If you have any additional questions or comments, please
do not hesitate to contact me or the Company’s counsel, William Rosenstadt (tel.
212-588-0022: email wsr@sovrlaw.com).

    Best
regards,

    /S/
Michael Timms

    Michael
Timms

    Chief
Executive Officer, President

    cc:           Maureen
Bauer, Securities and Exchange
Commission

    Carlton Tartar, Assistant Chief Accountant,
Securities and Exchange Commission

    John Reynolds, Chief, Securities and Exchange
Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

        March 25, 2008

Mr. Michael Timms
CEO, President and Chairman
Australian Forrest Industries
4/95 Salmon Street Port Melbourne,
Victoria, Australia, 3207

 Re: Australian Forrest Industries
  Form 10-KSB for the fiscal year ended December 31, 2005
  Schedule 14C dated January 12, 2007
  File No. 0-25909

Dear Mr. Timms:

 We issued comments to you on the above captioned filing(s) on August 8, 2006 and January 27, 2007, respectively.  As of the date  of this letter, these Comments remain
outstanding and unresolved.  We expect you to contact us by April 8, 2008 to provide a
substantive response to these comments or to advise us why you are unable to respond and
when you will be able to do so.

 If you do not respond to the outstanding comments or contact us by April 8, 2008,
we will, consistent with our obligations under the federal securities laws, decide how we
will seek to resolve material outstanding comm ents and complete our review of your filing
and your disclosure.  Among other things, we may decide to release publicly, through the
agency’s EDGAR system, all correspondence, in cluding this letter, re lating to the review
of your filing, consistent with the staff’s deci sion to release public ly comment letter and
response letter relating to disclosure filings it has reviewed.  You can find more information about the staff’s decision  to release filing correspondence at
http://www.sec.gov/news/press/2004-89.htm  and http://www.sec.gov/news/press/2005-
72.htm .

Mr. Michael Timms
Australian Forrest Industries March 25, 2008 Page 2
 Please contact Maureen Bauer at 202-551-3237 if you have any questions.

        S i n c e r e l y ,

        T i a  J e n k i n s
        S e n i o r  A s s i s t a n t  C h i e f
        Accountant
        Office of Emerging Growth          C o m p a n i e s

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

        August 8, 2006

Mr. Michael Timms
CEO, President and Chairman
4/95 Salmon Street
Port Melbourne, Victoria
Australia, 3207

Re: Multi-Tech International, Corp.
 Form 10-K for the year ended December 31, 2005
 Filed May 19, 2006
 Form 10-Q for the quarter ended March 31, 2005
 Filed June 22, 2006
 File No. 0-25909

Dear Mr. Timms:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your documents in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable or revision is unnecessary.  Please be as detailed as necessary in your explanations.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Michael Timms
Multi-Tech International, Inc. August 8, 2006 Page 2

Form 10-K for the Year Ended December 31, 2005
Name Change

1. If the company has officially changed its name from Multi-Tech International to Australian Forest Industries, it should implement that change into EDGAR through the
https://www.edgarfiling.sec.gov/  website.  Please use your EDGAR CIK/CCC
to make the change, which will take effect the next time that you file.  Please contact Filer Support for assistance at (202) 551-8900.

Item 6, Management’s Discussion and Analysis, page 6

2. Please expand the discussion of revenues discuss revenue earned from different types of products and quantify the amount of sales relative to each.  Discuss the company’s customary terms of sales and revenue recognition policies.  Explain the reasons for changes in revenues from year to year including changes in quantities and prices, as applicable.

3. Please discuss further the reasons for the increase in costs of good sold for the twelve months ended December 31, 2005.  General costs should be classified within operating expenses rather than costs of goods sold.

4. Please expand your discussion of liquidity and capital resources to address the company’s increasing working capital deficit.  Explain how the company has historically paid for its current and long term liabilities and indicate if any amounts are past due.

Financial Statements, page F-1
Audit Report, page F-1

5. We note that the financial statements have been restated and that the report is dated prior to the date of the financial statements.  Please discuss with your auditor and revise the report to reference the restatement of the financial statements, and to correct the date of the report.  In addition, revise the financial statements to provide the restatement disclosures required by paragraph 37 of APB 20.

Balance Sheet, page F-2

6. Please disclose the material terms of the $273,175 receivable from related parties at December 31, 2005 in the footnotes to the financial statements.

Mr. Michael Timms
Multi-Tech International, Inc. August 8, 2006 Page 3
Consolidated Statements of Operations, page F-3

7. To the extent not disclosed in Note K, please provide a note to the financial statements to disclose the nature and components of other income.  It appears that gains from the sale and leaseback transaction should be included in determining operating income.  Please revise.

Consolidated Statements of Cash Flows, page F-4

8. We note the line item “disposition of capital assets”.  Please revise your disclosure so that the amount represents the cash proceeds received, and any gain or loss upon disposition is shown as a reconciling item with the operating section of the statement.  We note that material disposal gains are shown on the statement of operations but not on the statement of cash flows.

Statements of Changes in Stockholders’ Equity, page F-5

9. The columns in the statements of changes in stockholders’ equity appear to be misaligned in the EDGAR version of your document.  Please revise so that totals will foot and agree to the other financial statements.

10. Please provide a note to the financial statements explaining the ($5,307,400) due to Timbermans investment in the company during the year ended December 31, 2004, as disclosed in the statement of stockholders’ equity and cash flows.

Note A – Accounting Policies, page F-8

11. Please revise the company’s revenue recognition policy in Note A to address each of the criteria in Staff Accounting Bulletin Topic 13:A:1.  It is not clear why revenues would be recognized when products are shipped from the company’s facilities rather than when title passes to the ultimate customer upon delivery.

Note B – Variable Interest Entities, page F-8

12. Please tell us how you determined that Timbermans Group Pty. Ltd. is a variable interest entity as defined by FIN 46(R), and how you determined that Timbermans should be consolidated in your financial statements.  We note your disclosure that Timbermans is a holding company that owns the majority of your common stock.  Typically, a majority owner would consolidate the subsidiary in its financial statements, but the financial statements of the subsidiary would not consolidate the

Mr. Michael Timms
Multi-Tech International, Inc. August 8, 2006 Page 4
majority owner.  Please explain in detail how you evaluated FIN 46(R) to determine that Timbermans should be consolidated in your financial statements.

Note E – Related Party Transactions, page F-9

13. Please clarify in Note E whether the Timbermans Group (now consolidated with the registrant) paid cash to obtain the Long-Term Log Supply Contract.  If the transaction was for cash, it appears the acquisition of the contract should be shown in the body of the statements of cash flow.  If the transaction was non-cash, it should be listed in a separate schedule of non-cash investing and financing activities, and Note E should explain how and why the transaction was valued and recorded in the financial statements.  Please revise.

Note F – Short Term Borrowing, page F-10

14. In the second paragraph, please explain the terms and conditions of the company’s $780,000 bank guarantee with the South Wales government and explain how the transaction is reflected in the financial statements.

15. Please disclose the terms and conditions of each of the instruments mentioned in the third and fourth paragraphs including the mortgage debentures, fixed charge over receivables, term deposit letter, master lease agreement, guarantee and indemnity, and letter of subordination.

Note K – Sale-Leaseback Transaction, page F-11

16. Please revise your disclosure to state the material terms of the sale-leaseback transaction, along with the accounting treatment for the transaction and the specific accounting literature on which this conclusion was based.  File the agreements relating to the sale-leaseback transaction as material contract exhibits in accordance with Item 601 of Regulation S-B.

Item 8, Change of Accountants, page 9

17. It does not appear that you have filed an Item 4.01 Form 8-K to disclose the information specified in Item 304 of Regulation S-B regarding your January 2005 change of accountants from Michael Johnson & Co., LLC to Meyler & Company LLC.  Please file the required disclosures as soon as possible.

Item 8A, Disclosure Controls and Procedures, page 9

Mr. Michael Timms
Multi-Tech International, Inc. August 8, 2006 Page 5
18. We note your statement that “disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entities disclosure objectives”.  Please revise to state clearly, if true, that your disclosure controls and procedures are designed  to provide reasonable
assurance of achieving their objectives and that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures are, or are not, effective at that reasonable assurance level.  In the alternative, remove the reference to the level of assurance of your disclosure controls and procedures.  Please refer to Section II.F.4 of Management’s Reports on Internal Control Over Financial Reporting and Certif ication of Disclosure in Exchange Act
Periodic Reports, SEC Release No. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm .

Exhibits 31.1 and 31.2, Section 302 Certifications

19. We note multiple differences between the language of your certifications and the language that is required by Item 601(b)(31)  of Regulation S-B.  Please revise your
certifications accordingly.  To the extent that additional disclosures are required to make the certifications accurate, provide such disclosures under Item 8A.  Specifically, we note the following differences between your disclosure and the required language:

• The last phrase in paragraph 1 should refer to “this report”, rather than “this quarterly report”.  In addition, your disclosures in paragraphs 2-5 should be revised to reference “this report” rather than “this annual report”.

• Paragraph 4 should be revised to refer to the correct citation for the definition of disclosure controls and procedures in Exchange Act Rules 13a-15(e) and 15d-15(e).

• Paragraphs 4(b) and 4(c) should be combined and revised to state that you have evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented your conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report (not within a date within 90 days of the filing date).

• Paragraph 4(d) is omitted which should indicate that you have disclosed in the report any change in the registrant’s internal control over financial reporting that occurred during the registrant’ most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is

Mr. Michael Timms
Multi-Tech International, Inc. August 8, 2006 Page 6
reasonably likely to materially affect, the registrant’s internal control over financial reporting.

• Paragraph 5(a) should state that all material weaknesses , as well as significant
deficiencies, in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information, have been disclosed.

• Paragraph 6 should be deleted.

20. The comments in the above section regarding management’s certifications also apply to the company’s Form 10-QSB for the quarter ended March 31, 2006.  Please revise your disclosures accordingly.

March 31, 2006 Form 10-QSB
Management’s Discussion and Analysis

21. Please revise to provide Item 2 – Management’s Discussion and Analysis (information required by Item 303 of Regulation S-B).

Controls and Procedures

22. Please revise to provide Item 3 - Controls and Procedures, including the disclosures specified in Items 307 and 308(c) of Regulation S-B.

Financial Statements

23. Please provide a note to the financial statements disclosing the adoption of SFAS 123R including the related effects and any required pro forma disclosures, or explain why you believe that no revisions are required.

1934 Act Periodic Reports

24. We note that no filings were made under Item 4.02 of Form 8-K relating to the  restatements to the previously filed financial statements.  Please file the required disclosures under Item 4.02 of Form 8-K as soon as possible.

25. Please tell us all of the periods that were affected by the restatements, including quarterly periods, and when you intend to file amended reports covering each of those periods.

Mr. Michael Timms
Multi-Tech International, Inc. August 8, 2006 Page 7
26. We note disclosures throughout your 10-KSB regarding various agreements that appear to be material to your business, but which have not been filed as material contract exhibits in accordance with Item 601 of Regulation S-B.  For example, we note various lease and debt agreements.  Please tell us how you evaluated each significant agreement disclosed in the filing, and file any material contracts as exhibits to your next periodic report on Form 10-QSB.

Closing Comments

27. 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.  You may cont act Maureen Bauer at 202-551-3237 or Carlton

Mr. Michael Timms
Multi-Tech International, Inc. August 8, 2006 Page 8
Tartar, Assistant Chief Accountant at 202-551-3387 if you have questions.  In this regard, please do not hesitate to contact the unde rsigned of John Reynolds, Chief at 202-551-3790,
who supervised the review of your filing.

Sincerely,

 Tia Jenkins
Senior Assistant Chief
 Accountant
Office of Emerging Growth
 Companies