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): November 318, 2008

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)

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 81 - ~~Other~~Registrant’s ~~Events~~Business and Operations

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

As previously ~~reported~~disclosed, Quintessence Photonics Corporation (“Quintessence”), a wholly owned subsidiary of QPC Lasers, Inc. (the “Company”), is ~~suffering~~in ~~from~~default ~~a severe~~of ~~liquidity~~its ~~crisis~~obligations ~~and~~under ~~both~~that ~~the~~certain ~~Company~~Secured ~~and~~Promissory ~~its wholly~~Note, ~~owned~~dated ~~subsidiary~~September 18, ~~Quintessence~~2006, ~~Photonics~~issued ~~Corporation~~by ("Quintessence~~"),~~ ~~are~~ in ~~default~~favor onof ~~various debt~~Finisar ~~obligations. The~~Corporation ~~Company~~(“Finisar”), ~~has had discussions with numerous potential~~as ~~investors~~amended ~~and~~by ~~plans~~that tocertain ~~continue~~Secured ~~seeking~~Promissory ~~potential~~Note ~~investors. However~~Extension Agreement, todated ~~date~~June 27, ~~the~~2008, ~~Company~~and ~~has~~as ~~not~~further ~~identified~~amended ~~any~~by ~~investors~~that ~~who~~Second ~~are~~Secured ~~prepared~~Promissory ~~to make~~Note ~~an investment~~Extension inAgreement, ~~the~~dated ~~Company~~August ~~sufficient~~20, to2008 ~~enable~~(as amended, the ~~Company to conduct business~~“Finisar ~~as a viable enterprise~~Note”).

AsOn ~~a result~~November 18, it2008, isQuintessence ~~probable~~and ~~that~~Finisar ~~the~~entered ~~Company~~into ~~will~~a ~~seek protection under the~~Forbearance ~~federal~~Agreement, ~~bankruptcy~~effective ~~laws~~November in18, 2008 (the ~~next~~“Forbearance ~~several~~Agreement”), ~~days. Such filing may be~~ under ~~Chapter~~which 7Finisar orhas ~~Chapter~~agreed 11to offorbear ~~the~~from ~~federal~~exercising ~~bankruptcy~~its ~~laws.~~remedies ~~With~~under ~~a view to~~the ~~increasing~~Finisar ~~the~~Note ~~funds~~and ~~available for its creditors,~~ the ~~Company~~related ~~is currently~~Security ~~negotiating~~Agreement, adated ~~possible~~September ~~sale~~18, of2006 (the ~~assets of Quintessence through~~ a“Security ~~Chapter~~Agreement”), 11through ~~proceeding~~5 ~~under the federal bankruptcy code~~p. ~~Quintessence~~m., ~~owns~~Pacific ~~substantially~~Standard ~~all~~Time, ~~the~~on ~~assets~~November ~~of the Company~~24, ~~including~~2008 ~~its~~(the ~~intellectual~~“Forbearance ~~property rights~~Period”). ~~While~~ ~~such~~The ~~negotiations~~Forbearance ~~are pending,~~Period nois ~~agreement~~intended ~~has~~to facilitate ~~been~~a ~~reached~~possible ~~and~~sale ~~the~~of Company ~~cannot~~assets ~~predict~~through atChapter ~~this time~~11 ifof ~~such~~the ~~negotiations will be successful. Failure to arrange an asset~~federal ~~sale~~bankruptcy ~~through~~law ~~Chapter~~or 11otherwise ~~will~~negotiate ~~increase~~a ~~the~~transaction ~~likelihood~~that ofwill abe ~~filing under Chapter~~satisfactory 7to ofFinisar. ~~the federal bankruptcy laws~~.

~~Based~~During on the ~~terms~~Forbearance ~~of the current negotiations~~Period, ~~the~~Quintessence ~~Company~~may ~~expects~~continue ~~that~~to use the ~~cash~~collateral securing ~~proceeds~~Quintessence’s ~~available~~obligations ~~through~~under ~~an asset sale would be substantially less than~~ the ~~amount~~ ~~currently due~~ Finisar ~~Corporation,~~Note (the ~~senior~~“Collateral”) ~~secured~~so ~~creditor~~long ofas Quintessence~~. Consequently,~~ ~~the Company~~ does not ~~expect~~sell, ~~that~~convey, ~~there~~assign, ~~will~~transfer beor otherwise dispose of any interest ~~funds~~in ~~available~~the ~~for~~Collateral ~~its~~or ~~shareholders~~encumber ifor ~~the~~otherwise ~~Company conducts~~permit anto ~~asset~~exist any lien ~~sale~~on the ~~through~~Collateral ~~Chapter~~except 11in orthe ifordinary ~~the~~course ~~Company~~of ~~seeks~~business ~~protection~~consistent ~~under~~with ~~Chapter~~past 7practices. As ~~the~~The ~~asset~~Collateral ~~sale~~consists ~~negotiations~~of ~~are~~substantially ~~still~~all ~~pending,~~of ~~the Company does~~Quintessence’s ~~not know what proposal~~assets, ifincluding ~~any,~~all ~~will~~of bethe ~~made~~tangible toand ~~the~~intangible ~~Company's creditors~~assets inof Quintessence ~~the~~listed ~~context~~on ofExhibit aB ~~proposed~~attached ~~asset~~to ~~sale~~the ~~under~~Forbearance ~~Chapter 11~~Agreement.

~~Conversion~~Under ~~Price~~the terms ~~Reset~~of the Forbearance Agreement, Finisar is under ~~2007~~no ~~Debentures~~obligation to accept any repayment proposal advanced by Quintessence and ~~2008~~Finisar ~~Debentures~~may decline any proposal for any or no reason, in its sole and absolute discretion. In addition, Finisar shall have no further obligation to forbear from enforcement of its rights if, upon expiration of the Forbearance Period, Quintessence and Finisar have not agreed to terms whereby the Event of Default has been cured or the balance of the Finisar Note has not been paid in full or if at any time Quintessence is in breach of any term or condition of the Forbearance Agreement.

AsConcurrently ~~previously~~with ~~reported,~~ the ~~Company~~execution isand indelivery ~~default~~ of ~~its~~the ~~obligations~~Forbearance ~~under~~Agreement, ~~its~~Quintessence ~~10%~~and ~~Secured~~Finisar ~~Convertible~~agreed ~~Debentures~~to ~~issued~~execute inand ~~April~~deliver ~~and~~a ~~May~~Notice of ~~2007~~Non-Opposition, ~~(the “2007~~Stipulation ~~Debentures”).~~and ~~Following~~Consent anto ~~Event~~Issuance of ~~Default~~Writs ~~(as~~of ~~defined~~Possession inand ~~the~~Attachment ~~2007~~by ~~Debentures),~~Defendants ~~the~~Quintessence ~~conversion~~and ~~price~~Quintessence ~~for~~agreed ~~the~~to ~~2007~~accept ~~Debentures~~service ~~shall~~of berelated ~~decreased~~attachment pleadings ~~(but~~attached ~~not~~to the Forbearance Agreement. In addition, as further ~~increased)~~consideration onfor the ~~first~~forbearance, ~~trading~~Quintessence ~~day~~agreed ofto ~~each~~release ~~calendar~~and ~~month~~forever discharge ~~thereafter~~Finisar, M.U.S.A., Inc. (~~the~~“MUSA”) and their respective attorneys, other ~~“Default~~professionals ~~Adjustment~~and ~~Date”)~~agents ~~until~~from ~~the~~any ~~Default~~claims ~~Amount~~of ~~(as~~any ~~defined~~nature inwhatsoever, ~~the~~known ~~2007~~or ~~Debentures)~~unknown, isthat ~~paid~~Quintessence inhas ~~full,~~or claims to ahave ~~conversion~~had ~~price~~against ~~(the~~Finisar ~~“Default~~or ~~Reset Price”)~~MUSA ~~equal~~with respect to the ~~lesser~~Finisar ofNote, ~~(i)~~the amendments thereto, the ~~conversion~~security ~~price~~documents entered ~~then~~into in ~~effect,~~connection ortherewith ~~(ii)~~and the ~~lowest~~ ~~“Market~~Intercreditor ~~Price”~~Agreement, ~~that~~dated September ~~has~~18, ~~occurred~~2006, onamong ~~any~~Quintessence, ~~Default~~Finisar ~~Adjustment~~and ~~Date~~MUSA. ~~since~~Quintessence ~~the~~also ~~date~~acknowledged in the ~~Event~~Forbearance ofAgreement ~~Default~~that ~~began.~~interest ~~The~~continues ~~“Market~~to ~~Price”~~accrue under isthe ~~defined~~terms inof the ~~2007 Debentures~~Finisar asNote at the ~~volume~~18.0% ~~weighted~~default ~~average~~rate ~~price~~and ofwill ~~the~~continue to ~~common~~do ~~stock~~so ~~during~~ until the ~~ten~~ ~~consecutive~~Event ~~trading~~of ~~days~~Default ~~period~~is ~~immediately~~cured ~~preceding~~and ~~the~~that ~~date~~none inof ~~question.~~the terms of Asthe Forbearance ofAgreement ~~November~~constitutes 1,a ~~2008,~~cure of the ~~Default~~Event ~~Reset~~of ~~Price is $0~~Default.~~0298.~~

A ~~holder~~copy of ~~a 2007 Debenture may elect upon written notice to require the Company~~ ~~to issue, in lieu of payment of all or any specified portion of~~ the ~~unpaid portion~~Forbearance ofAgreement ~~the~~is ~~Default~~attached ~~Amount,~~hereto a number of shares of common stock, subject to the ownership limitations on the conversion of the 2007 Debentures contained therein, equal to all or the specified portion of the Default Amount divided by the Default Reset Price then in effect. However, with the new lower conversion price, the Company will not be able to honor any conversions that cause its issued shares to exceed the 180,000,000 shares authorized for issuance under its Articles of Incorporation unless the Company obtains shareholder consent to authorize the issuance of additional shares. As of October 31, 2008, we have 51,380,913 shares of common stock issued and outstanding, which shares do not include shares to be issued pursuant to conversion notices received on or after October 27, 2008. Such shares have not yet been issued as ofExhibit ~~October 31, 2008~~10. 1.

InWhile ~~addition,~~the Company will use the ~~conversion~~time ~~price~~provided ofby the Forbearance Agreement to pursue a possible asset sale through Chapter 11 or other transaction which might increase the assets available to the Company’s ~~10%~~creditors, ~~Secured~~no ~~Convertible~~assurance can be given that ~~Debentures~~any ~~issued~~such insale ~~May~~or ~~and~~transaction ~~July~~can ofbe ~~2008~~arranged ~~(the~~or ~~“2008~~that ~~Debentures”)~~the ~~has~~proceeds ~~been~~from any ~~adjusted~~such sale or transaction would materially increase the funds available to pay the Company’s ~~Default~~creditors. ~~Reset~~As ~~Price~~previously ~~pursuant~~disclosed, toit is very likely that the ~~conversion~~Company will ~~price~~file ~~adjustment~~for protection under Chapter 7 or Chapter 11 of the federal bankruptcy ~~provisions~~laws and that its common stock will have no value after liquidation of the Company ~~2008~~is ~~Debentures~~completed.

Safe Harbor Statement

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.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Forbearance Agreement, effective November 18, 2008, by Quintessence Photonics Corporation in favor of Finisar Corporation

[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.	~~QPC LASERS, INC.~~
Dated: November 3, 2008	By:	/s/ George Lintz
Dated: November 19, 2008	By: /s/ George Lintz
	George Lintz	~~George Lintz~~
	Chief Financial Officer	~~Chief Financial Officer~~

Exhibit Index

Exhibit No.		Description
10.1		Forbearance Agreement, effective November 18, 2008, by Quintessence Photonics Corporation in favor of Finisar Corporation

Filing Compare · QPC Lasers