UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

May 11, 2006

PRECISION OPTICS CORPORATION, INC.
(Exact name of registrant as specified in its charter)
 
Massachusetts
001-10647
04-2795294
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

22 East Broadway, Gardner, Massachusetts 01440
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (978) 630-1800

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))

 
 
 

Item 2.02. Results of Operations and Financial Condition.

On May 11, 2006, the Registrant issued the press release attached as Exhibit 99.1 announcing operating results on an unaudited basis for the third quarter of fiscal year 2006 ended March 31, 2006. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.
 
  (c) Exhibit Number Title
     
   
99.1
 Press Release issued by Precision Optics Corporation, Inc. on May 11, 2006.
 
 
 
 
 
SIGNATURE

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.
 
     
  PRECISION OPTICS CORPORATION, INC.
 
 		  
 		  
 
Date: May 15, 2006
 By:   /s/ Richard E. Forkey
 
Name: Richard E. Forkey
 
Title: Chief Executive Officer, President and Treasurer
 
 
 
 

EXHIBIT INDEX
 
Exhibit Number
  
Description
     
99.1
  
Press Release issued by Precision Optics Corporation, Inc. on May 11, 2006.