UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15( d ) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~May~~June 191, 2009

QPC LASERS, INC.

(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.)

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):

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

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

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

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

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.

On May 19, 2009, QPC Lasers, Inc. (the “Company”) received a letter from 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 wholly-owned subsidiary of the Company. In connection 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 Event of Default (as defined 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.

Section 2 -	Financial Information

Item 2.01	Completion of Acquisition or Disposition of Assets.

AsOn ofJune ~~April 30~~1, 2009, ~~the~~Laser ~~current~~Operations, ~~amount~~LLC ~~due~~(“Laser onOperations”) conducted a public sale (“Asset Sale”) of those certain assets (“Collateral”) that secured Quintessence Photonics Corporation’s (“Quintessence”) obligations under the $6 million Secured Promissory Note isdated $5September 18,~~423,683.74,~~ 2006 ~~plus~~(the “Note”) made by ~~accrued~~Quintessence ~~interest~~in favor of ~~approximately~~Finisar ~~$638,148~~Corporation (“Finisar”).~~87.~~ InAs previously ~~connection~~disclosed ~~with~~by QPC Lasers, Inc. (the “Company”), on October ~~foreclosure~~21, ~~proceedings~~2008 Quintessence received a written notice of default, ~~Laser~~dated ~~Operations~~October ~~intends~~21, 2008, from Finisar in connection with Quintessence’s failure to ~~conduct~~make a ~~public~~required payment ~~sale~~due under the Note. As a result, an Event of Default (as defined in the ~~Collateral~~Note) onexists ~~Monday~~under ~~June~~the 1Note. On May 13, 2009 atpursuant ~~10:00~~to a~~.m.,~~ ~~Pacific~~Loan ~~time~~Sale Agreement, ~~with~~Laser ~~such~~Operations acquired all of Finisar’s rights and remedies under ~~sale~~the toNote beand ~~conducted~~a atsecurity agreement which granted Finisar a security interest in the ~~Law~~Collateral ~~Offices~~representing substantially all of ~~SulmeyerKupetz,~~the aassets ~~Professional~~of ~~Corporation,~~Quintessence. Quintessence atis ~~333~~a Swholly owned subsidiary of the Company. The ~~Hope~~Collateral ~~Street,~~constitutes ~~Los~~essentially ~~Angeles,~~all ~~California~~of ~~90071~~the Company’s assets.

The ~~collateral~~ ~~which~~Company ishas been ~~the~~advised ~~subject~~that ofat the ~~foreclosure~~Asset ~~proceedings~~Sale ~~constitutes essentially~~Laser ~~all~~Operations ofpurchased the ~~Company’s~~Collateral ~~assets. Accordingly,~~by ~~unless~~issuing a ~~bid~~successful isbid ~~received~~of atapproximately ~~auction~~$750,000. inThe ~~excess~~successful ofbid amount is less than the amount due under the Note,. As ~~the~~a ~~Company~~result, Quintessence will ~~have~~ nonot ~~assets~~receive ~~following~~any proceeds ~~completion~~from ofthe Asset Sale. Following the ~~foreclosure~~Asset ~~process~~Sale, Quintessence has no operating assets.

~~Item~~The Company ~~9.01~~anticipates ~~Financial~~that ~~Statements~~it will in the near future file for protection under Chapter 7 of the federal bankruptcy laws and ~~Exhibits~~that its common stock will have no value after liquidation of the Company is completed.

(d) Exhibits.

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

[Signature page follows.]

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: May 20, 2009	By:	/s/ Jeffrey Ungar
Dated: June 3, 2009	By:	/s/ Jeffrey Ungar
		Jeffrey Ungar
		Chief Executive Officer

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