We consider bound states of D-branes wrapped around cycles with non-trivial fundamental groups of finite order. We find a new mechanism for binding D-branes by turning on flat discrete abelian and non-abelian gauge fields on their worldvolume. As a concrete application we study type IIB in the background where an S 3 /G shrinks, where G is a discrete subgroup of SU(2) acting freely on 5 3 .