SEC Comment Letter for Flux Power Holdings, Inc. (FLUX) (CIK 0001083743) (FLUX) — Nov 2, 2012

Flux Power Holdings, Inc. (FLUX) (CIK 0001083743)
Date: Nov. 2, 2012 · CIK: 0001083743 · Accession: 0000000000-12-060313

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File numbers found in text: 000-25909

Date

November 2, 2012

Author

/s/ Mary Beth Breslin for

Form

UPLOAD

Company

Flux Power Holdings, Inc. (FLUX) (CIK 0001083743)

Letter

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

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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

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