SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~April~~May 619, 2009

(Exact name of registrant as specified in its charter)

Nevada	000-28153	20-1568015
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
15632 Roxford Street, Sylmar, California		91342
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (818) 986-0000
N/A
(Former name or former address, if changed since last report.)

Registrant’s telephone number, including area code: (818) 986-0000 N/A (Former name or former address, if changed since last report.)

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):

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

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

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

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

Section 2 - Financial Information

Section 2 -	Financial Information

Item 2.04	Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

~~Item~~On May 219, 2009, QPC Lasers, Inc.04 ~~Triggering~~(the ~~Events~~“Company”) ~~That~~received ~~Accelerate~~a letter orfrom ~~Increase~~legal counsel to Laser Operations, LLC (“Laser Operations”) providing the Company with notification of disposition of collateral and notifying the Company that Laser Operations had commenced foreclosure proceedings with respect to certain assets (“Collateral”) that secure Quintessence Photonics Corporation’s (“Quintessence”) obligations under the $6 million Secured Promissory Note dated September 18, 2006 (the “Note”) made by Quintessence in favor of Finisar Corporation (“Finisar”). A copy of the Notification of Disposition of Collateral is attached hereto as Exhibit 10.1. Quintessence is a ~~Direct~~wholly-owned ~~Financial~~subsidiary ~~Obligation~~of the orCompany. In anconnection ~~Obligation~~with the Note, the Company entered into a security agreement (“Security Agreement”) which granted Finisar a security interest in the Collateral, representing substantially all of the assets of Quintessence, to secure the obligations of Quintessence under the Note. As previously disclosed, on October 21, 2008 Quintessence received a written notice of default, dated October 21, 2008, from Finisar in connection with Quintessence’s failure to make a required payment due under the Note. As a result, an ~~Off-Balance~~Event ~~Sheet~~of Default (as defined ~~Arrangement~~in the Note) exists under the Note. On May 13, 2009 pursuant to a Loan Sale Agreement, Laser Operations acquired all of Finisar’s rights and remedies under the Note and the Security Agreement.

~~Withdrawal~~ As of April ~~Notice~~30, 2009, the current amount due on the Note is $5,423,683.74, plus accrued interest of approximately $638,148.87. ~~Disposition~~In connection with the foreclosure proceedings, Laser Operations intends to conduct a public sale of the Collateral ~~under~~on ~~2007~~Monday June 1, 2009 at 10:00 a.m., Pacific time, with such ~~Debentures~~sale to be conducted at the Law Offices of SulmeyerKupetz, a Professional Corporation, at 333 S. Hope Street, Los Angeles, California 90071.

~~On March~~The ~~24,~~collateral ~~2009,~~which ~~QPC~~is ~~Lasers, Inc. (~~the ~~“Company”)~~subject ~~received~~of athe ~~formal~~foreclosure ~~notice~~proceedings ofconstitutes ~~Disposition~~essentially ofall ~~Collateral from Bristol Investment Fund, Ltd. acting as~~ of the ~~collateral~~Company’s ~~agent for the holders of its April 2007 10% Secured Convertible Debentures~~assets. ~~On April 3~~ Accordingly, ~~2009,~~unless ~~the~~a ~~Company~~bid is received aat ~~formal withdrawal~~auction ofin ~~the~~excess ~~Notice~~ of ~~Disposition of Collateral. In~~ the ~~withdrawal~~amount ~~notice, the~~due ~~collateral agent expressly reserved any and all rights~~ under the ~~Security Agreement~~Note, ~~and other agreements executed by and between Bristol and~~ the Company, will ~~including~~have ~~but~~no ~~not~~assets ~~limited~~following tocompletion ~~the right to submit another notice~~ of ~~disposition of~~the ~~collateral~~foreclosure ~~at any time~~process.

AItem ~~copy~~9.01 ~~of the~~Financial ~~notice~~Statements isand ~~attached hereto as Exhibit 1~~Exhibits.

~~Section 5 - Corporate Governance and Management~~(d) Exhibits.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Exhibit No.		Description
10.1		Notification of Disposition of Collateral from Laser Operations to the Company.

~~Effective~~[Signature aspage ~~of April 6, 2009, George Lintz has resigned as Chief Financial Officer and Chief Operating Officer of QPC Lasers, Inc~~follows. ~~(the “Company”). Mr. Lintz will remain as a member of the Board of Directors and will serve as a consultant to the Company.~~]

~~Safe Harbor Statement~~2

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements with respect to the Company’s financing plans, objectives, expectations and intentions and other statements identified by words such as may, could, would, should, believes, expects, anticipates, estimates, intends, plans or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties, including those risks identified in the Company’s annual report on Form 10-KSB and other filings made by the Company with the Securities and Exchange Commission. Actual results may differ from those set forth in the forward-looking statements.

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 hereunto duly authorized.

	QPC LASERS, INC.
Dated: April 6, 2009	By:	/s/ Jeffrey Ungar
Dated: May 20, 2009	By:	/s/ Jeffrey Ungar
		Jeffrey Ungar
		Chief Executive Officer

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