SecProbe.io

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