8-K

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

January 7, 2004

Date of Report (Date of earliest event reported)

LIGHTPATH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27548	86-0708398
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2603 Challenger Tech Court, Suite 100

Orlando, Florida 32826

(Address of principal executive office, including zip code)

(407) 382-4003

(Registrant’s telephone number, including area code)

LightPath Technologies, Inc.

Form 8-K

Item 7. Exhibits.

Exhibit	Description
99.1	Press release dated January 7, 2004, reporting projected financial results for the second quarter of fiscal 2004, which ended December 31, 2003.

Item 9. Regulation FD Disclosure

The information in this report is being furnished pursuant to Regulation FD. In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, as amended. The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.

On January 7, 2004, LightPath Technologies, Inc. a Delaware corporation (the “Company”), issued a press release reporting projected financial results for the second quarter of fiscal 2004, which ended on December 31, 2003. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized.

	LIGHTPATH TECHNOLOGIES, INC.
Dated: January 7, 2004	By:	/s/    Monty K. Allen, CFO
		Monty K. Allen, CFO

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EX-99.1

Exhibit 99.1

Press Release of Registrant dated January 7, 2004

LightPath Technologies

Projects Second Quarter Financial Results

For Immediate Release

(January 7, 2004) Orlando, FL. LightPath Technologies, Inc. (Nasdaq: LPTH), manufacturer and integrator of families of precision molded aspheric optics, GRADIUM^® glass products, and high performance fiber-optic collimators and isolators reported today that projected results for its second quarter of fiscal 2004 include sales of approximately $1.9 million. Cash use for the quarter, including capital expenditures, was approximately $0.8 million.

Ken Brizel, President and Chief Executive Officer of LightPath, commented, “Revenue has grown 9% in this second quarter of fiscal 2004 over the first quarter and we continue to make progress towards our key goal: operational cash flow breakeven. Our sales team has been working to bring us many new applications, particularly in high-power industrial lasers, adding new revenue this quarter and additional growth opportunities for future quarters. We are optimistic as our markets are trending in the right direction. Operationally, LightPath has seen a good, overall improvement in manufacturing performance which is helping to drive down our unit cost of goods.”

Webcast Details:

LightPath will hold an audio webcast at 2:00 p.m. EST on Tuesday, February 10, 2004 to discuss details regarding the company’s performance for the second quarter. The session may be accessed at www.lightpath.com. A transcript archive of the webcast will be available for viewing or download on our web site shortly after the call is concluded.

LightPath manufactures optical products including precision molded aspheric optics, GRADIUM^® glass products, proprietary collimator assemblies, laser components utilizing proprietary automation technology, higher-level assemblies and packing solutions. LightPath has a strong patent portfolio that has been granted or licensed to us in these fields. LightPath common stock trades on the Nasdaq National Market under the stock symbol LPTH.

Contacts:	Ken Brizel, President & CEO
	Monty Allen, CFO
	LightPath Technologies, Inc. (407) 382-4003
	Internet: www.lightpath.com

This news release includes statements that constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors detailed by LightPath Technologies, Inc. in its public filings with the Securities and Exchange Commission.

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