Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): (June 15, 2012)




(Exact name of registrant as specified in its charter)



(State or Other Jurisdiction of
(Commission File Number)


(IRS Employer
Identification No.)



2240 Auto Park Way, Escondido, California

(Address of Principal Executive Offices)





(Zip Code)




(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Section 7 – Regulation FD


Item 7.01. Regulation FD Disclosure


On June 15, 2012, the Registrant issued a press release reporting the closing of a reverse acquisition of Flux Power, Inc., a California corporation (“Flux Power”) pursuant to the terms of that certain Securities Exchange Agreement dated May 18, 2012, by and among the Registrant, Flux Power and shareholders of Flux Power, Mr. Christopher Anthony, Esenjay Investments LLC, and Mr. James Gevarges.


A copy of the press release attached hereto as Exhibits 99.1 is incorporated herein by reference.


Section 9 – Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.


Exhibit Description
99.1 Press Release dated June 15, 2012



The information set forth under Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation by reference language in any filing.


Portions of this report constitute “forward-looking statements” defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov.





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Flux Power Holdings, Inc.,
  a Nevada Corporation
Dated: June 15, 2012 /s/ Craig Miller
  Craig Miller, Corporate Secretary