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): August 31, 2011 (August 30, 2011)

Koss Corporation

(Exact name of registrant as specified in its charter)

4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212

(Address of principal executive offices)  (Zip code)

(414) 964-5000

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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 August 30, 2011, Koss Corporation issued a press release announcing its financial results for the quarter ended June 30, 2011.  A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in this report is being furnished pursuant to Item 2.02 Results of Operations and Financial Condition.  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.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

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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 thereunto duly authorized.

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Exhibit 99.1

Koss Fourth Quarter Net Sales Up 26.5%; Annual Net Sales in 2011 Exceed Prior Year

Milwaukee, Wisconsin:  Koss Corporation (NASDAQ SYMBOL: KOSS), the U.S. based high-fidelity stereo headphone company, has reported its fiscal year end and fourth quarter earnings for the period ended June 30, 2011.

Net sales for the fourth quarter increased by 26.5% to $10,265,532 compared to $8,113,392 in 2010.  Net income for the fourth quarter was $1,787,397 compared with a loss of $423,450 for the same quarter last year. Income per share was $0.24 for the fourth quarter compared to a loss per share of $0.05 one year ago.

“We were extremely pleased to complete fiscal year 2011 with a solid increase in net sales,” Michael J. Koss, President and CEO, said here today.  “Export sales continued to be strong throughout the year.  We hope that our new product and marketing initiatives for fiscal year 2012 will help the Company overcome much of the worldwide economic uncertainty.”

Sales for the year ended June 30, 2011 were $41,518,135 which was 2.3% higher than last year’s $40,598,722.  Net income for the year increased to $4,373,331 compared with a loss in 2010 of $3,572,225.  Income per share was $0.59 for the year ended June 30, 2011 compared to a loss per share of $0.48 one year ago.  Fiscal year 2011 included $826,183 of proceeds for insurance and other recoveries that exceeded the costs for legal fees related to previously reported unauthorized transactions.  Fiscal year 2010 included $10,286,988 of unauthorized transactions that occurred from July 2009 through December 2009.  In addition, the Company in fiscal year 2010 incurred $1,666,986 of net charges for legal fees as well as other professional fees offset by insurance proceeds related to the unauthorized transactions.

The Company will pay a dividend of $0.06 cents per share on October 14, 2011, to shareholders of record on September 30, 2011.

Koss Corporation markets a complete line of high-fidelity stereo headphones, speaker-phones, computer headsets, telecommunications headsets, active noise canceling stereophones, wireless stereophones, and compact disc recordings of American Symphony Orchestras on the Koss Classics label.

This press release contains forward-looking statements.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology

such as “may,” “will,” “should,” “forecasts,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of such terms and other comparable terminology.  These statements are only predictions.  Actual events or results may differ materially.  In evaluating forward-looking statements, you should specifically consider various factors that may cause actual results to vary from those contained in the forward-looking statements, such as general economic conditions, in particular, consumer demand for the Company’s and its customers’ products, competitive and technological developments, foreign currency fluctuations, and costs of operations.  Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.  The forward-looking statements made herein are only made as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.  In addition, such uncertainties and other operational matters are discussed further in the Company’s quarterly and annual filings with the Securities and Exchange Commission.

KOSS CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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