SecProbe.io

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