FORM 10-QSB
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended December 31, 2004
Commission file number: 000-29621
XSUNX, INC.
-------------
(Exact name of registrant as specified in its charter)
Colorado 84-1384159
------------------------ ------------------
(State of incorporation) (I.R.S. Employer Identification No.)
65 Enterprise, Aliso Viejo, CA 92656
------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (949) 330-8060
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: None Name of each exchange on which registered: N/A
Securities registered pursuant to Section 12(g) of the Act:
Title of each class: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of February 18, 2004 the number of shares outstanding of the registrant's
only class of common stock was 120,010,139
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
Table of Contents
PART I - FINANCIAL STATEMENTS PAGE
Item 1. Condensed Consolidated Financial Statements.......................... 3
Independent Auditor's Report....................................... F-1
Balance Sheets December 31, 2004 (unaudited) and
September 30, 2004................................................ F-2
Statements of Operations for the Three Months ended
December 31, 2004 and 2003 (unaudited) and the period
February 25, 1997 (inception) to December 31, 2004................. F-3
Statements of Stockholders Equity for the period February 25, 1997
(inception) to December 31, 2004 unaudited)........................ F-4
Statements of Cash Flows for the Three Months ended December 31, 2004
and 2003 (unaudited) and the period February 27, 1997 (inception) to
December 31, 2004.................................................. F-5
Notes to Condensed Consolidated Financial Statements
(Unaudited)........................................................ F-6
Item 2. Management's Discussion and Analysis or Plan of Operation............ 4
Item 3. Controls and Procedures.............................................. 7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ................................................... 7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.......... 7
Item 3. Defaults upon Senior Securities...................................... 8
Item 4. Submission of Matters to a Vote of Security Holders.................. 8
Item 5. Other Information.................................................... 8
Item 6. Exhibits............................................................. 8
Signatures.................................................................... 9
2
PART I. FINANCIAL STATEMENTS
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
XSUNX
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
December 31, 2004
(UNAUDITED)
3
Michael Johnson & Co., LLC.
9175 Kenyon Ave., #100
Denver, CO 80237
Phone: 303-796-0099
Fax: 303-796-0137
ACCOUNTANTS' REVIEW REPORT
Board of Directors
XSUNX, Inc.
Denver, CO
We have reviewed the accompanying balance sheet of XSUNX, Inc. (A Develpment
Stage Company) as of December 31, 2004 and the related statements of operations
for the three-months ended December 31, 2004 and 2003 and the period February
27, 1997 (inception) to December 31, 2004 and cash flows and stockholders'
equity for the three-months ended December 31, 2004 and 2003 and for February
25, 1997 (inception) to December 31, 2004 included in the accompanying
Securities and Exchange Commission Form 10-QSB for the period ended December 31,
2004. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of person responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States and standards of
the PCAOB, the objective of which is the expression of an opinion regarding the
financial statements as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet as of September 30, 2004, and
the related statements of operations, stockholders' equity and cash flows for
the year then ended (not presented herein). In our report dated December 13,
2003, we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheets as of
December 31, 2004 is fairly stated in all material respects in relation to the
balance sheet from which it has been derived.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, CO
February 16, 2005
F-1
XSUNX, INC.
(A Development Stage Company)
Balance Sheets
(Unaudited)
December 31, September 30,
2004 2004
----------------- -----------------
ASSETS:
Current assets:
Cash $ 329,323 $ 37,344
Prepaid Expenses 20,000 20,000
----------------- -----------------
Total current assets 349,323 57,344
----------------- -----------------
Fixed assets:
Office Equipment 2,270 2,270
----------------- -----------------
Total fixed assets 2,270 2,270
----------------- -----------------
Other assets:
Patents 10,000 10,000
Deposit - Lease 2,500 2,500
----------------- -----------------
Total other assets 12,500 12,500
----------------- -----------------
TOTAL ASSETS $ 364,093 $ 72,114
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable $ 76,210 $ 89,030
Accrued Expenses 5,753 5,908
Notes Payable - 1,225
----------------- -----------------
Total current liabilities 81,963 96,163
----------------- -----------------
Stockholders' Equity:
Preferred Stock, par value $0.01 per share; 50,000,000
shares authorized; no shares issued and outstanding - -
Common Stock, no par value; 500,000,000 shares authorized;
119,943,649 shares issued and outstanding at December 31,
2004 and 111,298,148 outstanding at December 31, 2003 3,575,464 3,104,396
Common Stock Warrants 1,200,000 1,200,000
Deficit accumulated during the exploratory stage (4,493,334) (4,328,445)
----------------- -----------------
Total stockholders' profit (deficit) 282,130 (24,049)
----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 364,093 $ 72,114
================= =================
See Accountants Review Report
F-2
XSUNX, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Feb. 25, 1997
Three-Months Ended (Inception) to
December 31, December 31,
2004 2003 2004
----------- ------------ --------------
Revenue $ - $ - $ -
Sales - - -
----------- ------------ --------------
Total Revenue - - -
----------- ------------ --------------
Expenses:
Abandoned Equipment - - 808
Advertising 1,860 - 1,860
Bank Charges 190 - 2,303
Consulting - - 1,024,039
Depreciation - - 3,178
Directors' Fees - - 11,983
Due Diligence - - 45,832
Equipment Rental - - 1,733
Impairment loss - - 923,834
Legal & Accounting 9,124 5,346 197,484
Licenses & Fees - - 6,410
Meals & Entertainment - 112 4,119
Office Expenses 1,405 2,621 20,604
Officer's Salaries 40,885 27,500 540,971
Postage & Shipping 174 144 3,391
Printing 39 129 5,619
Public Relations 7,189 465 118,155
Research & Development 98,897 - 228,390
Rent 1,500 2,905 18,463
Taxes - - 4,657
Telephone 1,004 641 35,819
Transfer Agent Expense 1,759 1,550 18,084
Travel 961 222 63,894
Warrant Option Expense - - 1,200,000
----------- ------------ --------------
Total Operating Expenses 164,987 41,635 4,481,630
----------- ------------ --------------
Other Income (Expense)
Interest Expense - - 71,597
Interest Income - - (22)
Returned Merchandise (98) - (98)
Forgiveness of Debt - - (59,773)
----------- ------------ --------------
Total Other Income/Expense (98) - 11,704
----------- ------------ --------------
Net (Loss) $ (164,889) $ (41,635) $ (4,493,334)
----------- ------------ --------------
Per Share Information:
Weighted average number of
common shares outstanding 115,497,996 111,248,148
----------- ------------
Net Loss per Common Share * *
* Less than $.01
----------- ------------
See Accountants Review Report
F-3
XSUNX, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Indirect Method
Feb. 25, 1997
Three-Months Ended (Inception) to
December 31, December 31,
2004 2003 2004
-------------- -------------- -----------------
Cash Flows from Operating Activities:
Net Loss $ (164,889) $ (41,635) $ (4,493,334)
Adjustments to reconcile net loss to cash used in
operating activities:
Issuance of Common Stock for Services - - 1,237,557
Issuance of Common Stock Warrants - - 1,200,000
(Increase) Decrease in Deposits - (1,500) (2,500)
Decrease in Prepaid Expense - - (20,000)
Increase (Decrease) in Accrued Expenses (155) 27,500 5,753
Increase (Decrease) in Accounts Payable (14,045) 10,942 76,210
-------------- -------------- -----------------
Net Cash Flows Used for Operating Activities (179,089) (4,693) (1,996,314)
-------------- -------------- -----------------
Cash Flows from Investing Activities:
Purchase of Equipment - - (2,270)
Purchase of Intangible Assets - - (10,000)
-------------- -------------- -----------------
Net Cash Flows Used for Investing Activities - - (12,270)
-------------- -------------- -----------------
Cash Flows from Financing Activities:
Proceeds from Notes Payable - 5,000 -
Issuance of Common Stock 471,068 - 2,337,907
-------------- -------------- -----------------
Net Cash Flows Provided by Financing Activities 471,068 5,000 2,337,907
-------------- -------------- -----------------
Net Increase (Decrease) in Cash 291,979 307 329,323
-------------- -------------- -----------------
Cash and cash equivalents - Beginning of period 37,344 - -
-------------- -------------- -----------------
Cash and cash equivalents - End of period $ 329,323 $ 307 $ 329,323
============== ============== =================
Supplemental Disclosure of Cash Flow Information
Cash Paid During the Year for:
Interest $ - $ - $ 71,346
============== ============== =================
Income Taxes $ - $ - $ -
============== ============== =================
NON-CASH TRANSACTIONS
Common stock issued in exchange for services $ - $ - $ 1,237,557
============== ============== =================
See Accountants Review Report
F-4
XSUNX, INC.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
December 31, 2004
(Unaudited)
Deficit
Accumulated
Common During the
Common Stock Stock Exploration
# of Shares Amount Warrants Stage Totals
-------------- ------------- --------------- -------------- ------------
Balance - September 30, 1999 753,148 1,894,419 - (2,475,441) (581,022)
-------------- ------------- --------------- -------------- ------------
Issuance of stock for cash 9/00 15,000 27,000 - - 27,000
Net Loss for year - - - (118,369) (118,369)
-------------- ------------- --------------- -------------- ------------
Balance - September 30, 2000 768,148 1,921,419 - (2,593,810) (672,391)
-------------- ------------- --------------- -------------- ------------
Extinquishment of debt - 337,887 - - 337,887
Net Loss for year - - - (32,402) (32,402)
-------------- ------------- --------------- -------------- ------------
Balance - September 30, 2001 768,148 2,259,306 - (2,626,212) (366,906)
-------------- ------------- --------------- -------------- ------------
Net Loss for year - - - (47,297) (47,297)
-------------- ------------- --------------- -------------- ------------
Balance - September 30, 2002 768,148 2,259,306 - (2,673,509) (414,203)
-------------- ------------- --------------- -------------- ------------
Issuance of stock for Assets 7/03 70,000,000 3 - - 3
Issuance of stock for Cash 8/03 9,000,000 225,450 - - 225,450
Issuance of stock for Debt 9/03 115,000 121,828 - - 121,828
Issuance of stock for Accruals 9/03 115,000 89,939 - - 89,939
Issuance of stock for Services 9/03 31,300,000 125,200 - - 125,200
Net Loss for year - - - (145,868) (145,868)
-------------- ------------- --------------- -------------- ------------
Balance - September 30, 2003 111,298,148 2,821,726 - (2,819,377) 2,349
-------------- ------------- --------------- -------------- ------------
Issuance of stock for cash 3/04 181,750 21,071 - - 21,071
Issuance of stock for cash 4/04 217,450 22,598 - - 22,598
Issuance of stock for cash 5/04 254,956 34,669 - - 34,669
Issuance of stock for cash 6/04 694,659 96,306 - - 96,306
Issuance of stock for cash 7/04 157,649 21,421 - - 21,421
Issuance of stock for cash 8/04 57,000 5,133 - - 5,133
Issuance of stock for cash 9/04 1,174,500 81,472 - - 81,472
Issuance of Common Stock Warranties - - 1,200,000 - 1,200,000
Net Loss for Year - - - (1,509,068) (1,509,068)
-------------- ------------- --------------- -------------- ------------
Balance - September 30, 2004 114,036,112 3,104,396 1,200,000 (4,328,445) (24,049)
-------------- ------------- --------------- -------------- ------------
Issuance of stock for cash 5,907,537 471,068 - - 471,068
Net Loss for Period - - - (164,889) (164,889)
-------------- ------------- --------------- -------------- ------------
Balance - December 31, 2004 119,943,649 $ 3,575,464 $ 1,200,000 $ (4,493,334) $ 282,130
============== ============= =============== ============== ============
See Accountants Review Report
F-5
XSUNX, INC.
(A Development Stage Company
Notes to Financial Statements
December 31, 2004
(Unaudited)
Note 1 - Presentation of Interim Information:
-----------------------------------
In the opinion of the management of XSUNX, Inc., the accompanying
unaudited financial statements include all normal adjustments considered
necessary to present fairly the financial position as of December 31, 2004 and
the results of operations for the three-months ended December 31, 2004 and 2003
and for the period February 25, 1997 (inception) to December 31, 2004, and cash
flows for the three-months ended December 31, 2004 and 2003 and the for the
period February 25, 1997 (inception) to December 31, 2004. Interim results are
not necessarily indicative of results for a full year.
The financial statements and notes are presented as permitted by Form
10-Q, and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended September 30, 2004.
Note 2 - Going Concern:
-------------
The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
The Company is in the exploration state and has not earned any revenue
from operations. The Company's ability to continue as a going concern is
dependent upon its ability to develop additional sources of capital or locate a
merger candidate and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. Management is seeking new capital to revitalize
the Company.
The Company has made substantial investments this last year in the
development of intellectual property assets as part of a business-restructuring
plan. The purpose of these investments was to acquire patented solar electric
glass technology. The Company believes that its patented solar electric
technology has a number of marketing opportunities in the multi-billion dollar
worldwide architectural glass markets.
F-6
ITEM 2. MANAGEMENT'S DISCUSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAUTIONARY AND FORWARD LOOKING STATEMENTS
In addition to statements of historical fact, this Form 10-KSB contains
forward-looking statements. The presentation of future aspects of XsunX, Inc.
("XsunX", the "Company" or "issuer") found in these statements is subject to a
number of risks and uncertainties that could cause actual results to differ
materially from those reflected in such statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof. Without limiting the
generality of the foregoing, words such as "may", "will", "expect", "believe",
"anticipate", "intend", or "could" or the negative variations thereof or
comparable terminology are intended to identify forward-looking statements.
These forward-looking statements are subject to numerous assumptions,
risks and uncertainties that may cause XsunX's actual results to be materially
different from any future results expressed or implied by XsunX in those
statements. Important facts that could prevent XsunX from achieving any stated
goals include, but are not limited to, the following:
Some of these risks might include, but are not limited to, the
following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
(d) inadequate capital to continue or expand its business, inability to
raise additional capital or financing to implement its business plans;
(e) failure to commercialize its technology or to make sales;
(f) rapid and significant changes in markets;
(g) litigation with or legal claims and allegations by outside parties;
(h) insufficient revenues to cover operating costs.
There is no assurance that the Company will be profitable, the Company
may not be able to successfully develop, manage or market its products and
services, the Company may not be able to attract or retain qualified executives
and technology personnel, the Company's products and services may become
obsolete, government regulation may hinder the Company's business, additional
dilution in outstanding stock ownership may be incurred due to the issuance of
more shares, warrants and stock options, or the exercise of warrants and stock
options, and other risks inherent in the Company's businesses.
The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the factors described in other
documents the Company files from time to time with the Securities and Exchange
Commission, including the Quarterly Reports on Form 10-QSB and Annual Report on
Form 10-KSB filed by the Company in 2004 and any Current Reports on Form 8-K
filed by the Company.
4
CURRENT OVERVIEW
XsunX, Inc. is developing Power Glass(TM) - an innovative solar
technology that allows glass windows to produce electricity from the power of
the sun. This process for producing electricity is known as Photovoltaics.
Photovoltaic ("PV") is the science of capturing and converting solar energy into
electricity.
Using patented solar cell design and manufacturing processes, the
Company is focused on the development of very thin semi-transparent coatings on
thin-film flexible plastics that create large area monolithic solar cell
structures that you can see through. This semi-transparency makes Power
Glass(TM) glazing desirable for placing over glass, plastics, and other
see-through structures.
The Company's strategy is to complete the development and
commercialization of its Power Glass(TM) process and enter into licensing
agreements with channel partners who will manufacture and distribute products
made with the XsunX solar electric glass technology. In this manner, it is
anticipated that glass manufactures will incorporate the Power Glass(TM)
technology into their manufacturing process as an "original equipment
manufacturer" (OEM) and sell the finished product to their consumers.
For the period ended December 31, 2004, the Company had and continues
to focus on the development and refinement of commercially appealing solar cell
designs, proprietary manufacturing processes and facilities design that could be
provided to our future licensees as turn-key solutions for the mass production
of Power Glass(TM) films. A large part of the Company's investment capital is
used for product development. However, this may begin to shift towards
marketing, sales, and business development in this new fiscal year ending
September 30, 2005.
The Company intends to continue to make investments in the commercial
development of its patents and evolving technologies through the course of the
next year. To finance these development efforts we are currently engaged in on
going capital formation efforts to fund the Company's projected deficits for
development costs in the current year. The Company intends to continue to
fulfill its working capital requirements through the sale of Common Stock. A
majority of the investment proceeds will be allocated for the commercial
development of its Power Glass(TM) product line.
Management believes the summary data presented herein is a fair
presentation of the Company's results of operations for the periods presented.
Due to the Company's change in primary business focus in October 2003 and new
business opportunities these historical results may not necessarily be
indicative of results to be expected for any future period. As such, future
results of the Company may differ significantly from previous periods.
RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2004
COMPARED TO THE SAME PERIOD IN 2003
The Company generated no revenues in the period ended December 31, 2004
as well as for the same period in 2003.
5
The Company incurred operating expenses totaling $164,987 for the three
months ending December 31, 2004 compared to $41,635 for the same period in 2003.
Primary sources for the increase to operating expense of $123,352 include: an
increase of $98,897 in Research and Development activities, and an increase of
$24,455 in General and Administrative expenses which include new expenses
associated with an expansion of costs related to the change in operations
necessary for the development of the Company's new business plan as a developer
and provider of semi-transparent solar electric glazing technologies.
The net loss for the three months ending December 31, 2004 was
($164,889) as compared to a net loss of ($41,635) for the same period 2003. The
large increase of $123,245 was substantially due to an increase in research and
development expenditures of $98,897 which is anticipated to continue to increase
for the foreseeable future as the Company furthers efforts to complete the
commercial development of a licensable process for the manufacture of
semi-transparent solar electric glazing technologies.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash at December 31, 2004 of $329,323 and prepaid
expenses in the amount of $20,000 as compared to cash of $37,344 and prepaid
expenses in the amount of $20,000 as of September 30, 2004. The Company had net
working capital of $267,360 as compared to a working capital (deficit) of
$(39,286) at December 31, 2003 and a working capital (deficit) of ($38,819) at
September 30, 2004. Cash flow used in operating activities during the
three-month period ended, December 31, 2004, was $179,089 as compared to using
$4,693 for the same period 2003. This increase of cash used in operations of
$174,396 was entirely a result of an increase in research and development,
general and administrative expenses in the commercial development of its new
business objectives.
For the three-months ended December 31, 2004, the Company's capital
needs have been met from the proceeds of a series of private placements of
Common Stock made by the Company. The Company completed private placements of
its common stock pursuant to Regulation S totaling $471,068 in the quarter ended
December 31, 2004 as compared to $0.00 for the same period 2003.
We had, at December 31, 2004, cash and cash equivalents of $329,323 and
net working capital of $267,360. We anticipate that there will not be sufficient
cash generated from operations in the current year necessary to fund our current
and anticipated cash requirements. We plan to obtain additional financing from
equity and debt placements.
NEED FOR ADDITIONAL FINANCING
The Company anticipates that there will be no cash generated from
operations in the current year necessary to fund its anticipated cash
requirements. The Company has incurred operating deficits since its
reorganization in October 2003, which are expected to continue until its new
business model is fully developed. Accordingly, the Company is dependent on
raising additional capital necessary to meet the Company's cash needs for
Research, Development, General and Administrative expenses including the costs
of compliance with the continuing reporting requirements of the Securities
Exchange Act of 1934.
6
The Company has been able to raise capital in a series of equity and
debt offerings in the past and is actively pursuing additional financing in the
form of loans or equity placements to cover on going cash needs. There can be no
assurances that the Company will be able to obtain such additional financing, on
terms acceptable to it and at the times required, or at all. Lack of capital may
be a sufficient impediment to prevent it from accomplishing the goal of
commercializing a licensable process for the manufacture of semi-transparent
solar electric glazing technologies.
Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.
GOING CONCERN
The Company is in the development stage and as of the period ending
December 31, 2004, did not have any products for sale, and had not generated any
revenue from sales or other operating activities. To date the Company's
principal source of liquidity has been the private placement of equity
securities and the issuance of notes payable. As such, the Company's ability to
secure additional financing on a timely basis is critical to its ability to stay
in business and to pursue planned operational activities.
Based on the foregoing and the Company's history of losses, the
Company's financial statements for the three-month period ended December 31,
2004 include a going concern opinion from its outside auditors, which stated
there "is substantial doubt" about our ability to continue operating as a "going
concern."
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chairman have evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this quarterly report and, based
on this evaluation, have concluded that the disclosure controls and procedures
are effective.
There have been no changes in the Company's internal control over
financial reporting that occurred during the Company's first fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - None.
ITEM 2. CHANGES IN SECURITIES -
In a private placement of the Company's common stock pursuant to
Regulation S of the Act on November 8, 2004, the Company accepted an offer for
the sale of 1,543,500 shares at a price of $.11 per share, which raised gross
proceeds of $169,785.00. This offer and sale was completed on November 8, 2004.
7
In a private placement of the Company's common stock made by the
Company that began on December 19, 2003 pursuant to Regulation S of the Act at a
variable price equal to 27% of the five (5) day average closing bid price, the
Company raised gross proceeds of $108,518.77 from the sale of 1,636,800 shares
during the quarter ending December 31, 2004. The total gross proceeds raised in
this placement as of December 31, 2004 total $210,905.47 from the sale of
2,620,550 shares. The Company is offering a total of 3,000,000 shares pursuant
to this private placement, which has not been terminated and can be terminated
at the discretion of the Company with three (3) days prior written notice to the
purchaser.
In a private placement of the Company's common stock pursuant to
Regulation S of the Act that began on August 26, 2004 at a variable price equal
to 25% of the previous days closing bid price on the date of the purchase, the
Company raised gross proceeds of $192,764.35 from the sale 2,727,237 shares
during the period ending December 31, 2004. The total gross proceeds raised in
this offering as of December 31, 2004, total $262,764.35 from the sale of
3,727,237 shares. This offering was terminated on December 1, 2004.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.
ITEM 5. OTHER INFORMATION - None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
A. Exhibits:
31 Sarbanes-Oxley Certification
32 Sarbanes-Oxley Certification
B. Reports on Form 8-K: None.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: February 18, 2004 XSUNX, INC.
By: /s/ Tom M. Djokovich
----------------------------------------
Tom M. Djokovich, Chief Executive
Officer, President, and acting Chief
Financial Officer
Pursuant to the requirements of Section 12 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.
Directors
By: /s/ Tom Djokovich Dated: February 18, 2004
---------------------------------------
Director, President, CEO and acting CFO
By: /s/ Thomas Anderson Dated: February 18, 2004
---------------------------------------
Director
9