UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-Q/A

(Amendment No. 1)



|R | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2013



|£ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------



Commission File Number: 000-25909



FLUX POWER HOLDINGS, INC.

(Exact name of registrant as specified in
its charter)



|Nevada                                    |  | 86-0931332            
|----------------------------------------- |  | ----------------------
|(State or other jurisdiction of           |  | (I.R.S. Employer      
|incorporation or organization)            |  | Identification Number)
|                                          |  |                       
|2240 Auto Park Way, Escondido, California |  | 92029                 
|(Address of principal executive offices)  |  | (Zip code)            



877-505-3589

(Issuer’s telephone number, including
area code)



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

YesRNo  
 ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

YesRNo  
 ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):



|Large accelerated filer                       |  ̈ |  | Accelerated filer         |  ̈
|--------------------------------------------- | - |  | ------------------------- | -
|Non-accelerated filer                         |  ̈ |  | Smaller reporting company | R
|(Do not check if a smaller reporting company) |   |  |                          



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes ̈NoR



Indicate number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date:



|Class                         |  | Outstanding as of May 10, 2013
|----------------------------- |  | ------------------------------
|Common Stock, $.001 par value |  | 47,255,576                    















EXPLANATORY NOTE



Flux Power Holdings,
Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment”) to its Form 10-Q for the quarter ended
March 31, 2013, originally filed with the Securities and Exchange Commission (“SEC”) on May 13, 2013 (the “Original
10-Q”). This Amendment is being filed solely for the purpose of filing Exhibit 10.1, “AGREEMENT
TO AMEND UNRESTRICTED AND OPEN LINE OF CREDIT”.



This Form 10-Q/A should
be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically
noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does
not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.







PART II. OTHER INFORMATION





ITEM 6 — EXHIBITS



The following exhibits are filed as part of this Report



|ExhibitNo. |  | Description                                                                               
|---------- |  | ------------------------------------------------------------------------------------------
|10.1       |  | Agreement to Amend Unrestricted and Open Line of Credit, dated May 8, 2013.               
|31.1*      |  | Certifications of the Chief Executive
Officer under Section 302 of the Sarbanes-Oxley Act.
|31.2*      |  | Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.
|32.1*      |  | Certifications of the Chief Executive
Officer under Section 906 of the Sarbanes-Oxley Act.
|32.2*      |  | Certifications of the Chief Financial
Officer under Section 906 of the Sarbanes-Oxley Act.



|101.INS* |  | XBRL Instance Document (1)                       
|-------- |  | -------------------------------------------------
|101.SCH* |  | XBRL Taxonomy Extension Schema (1)               
|101.CAL* |  | XBRL Taxonomy Extension Calculation Linkbase (1) 
|101.DEF* |  | XBRL Taxonomy Extension Definition Linkbase (1)  
|101.LAB* |  | XBRL Taxonomy Extension Label Linkbase (1)       
|101.FRE* |  | XBRL Taxonomy Extension Presentation Linkbase (1)












* Previously filed with the Q3 FY'13 Form 10-Q



(1) XBRL (Extensible Business Reporting Language) information
is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities
Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
otherwise is not subject to liability under these sections.















SIGNATURES



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, thereunto duly authorized.





|                        | Flux Power Holding, Inc.
|----------------------- | ------------------------
|                        |                         
|Date:  May 15,
    2013 | By:                     
|                        |                         



|                        |    
|----------------------- | ---
|Date:  May 15,
    2013 | By:
|                        |