SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: October 13, 2005
XSUNX, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-29621 84-1384159
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
65 Enterprise, Aliso Viejo, CA 92656
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(New address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 330-8060
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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On October 12, 2005, in exchange for the expanded use license from MVSystems,
Inc. the company granted MVSystems, Inc. seven million warrants exercisable at
$.25 each within five years from the date of grant under the following vesting
provisions:
(i) 1,000,000 shares upon the effective date of the agreement between the
parties.
(ii) 1,000,000 shares upon the satisfactory completion, as reasonably determined
by the XsunX Board of Directors, of the phase 4 development plan.
(iii) Upon the satisfactory completion of phase 4 then 5,000,000 shares will
become exercisable upon the date of first licensure of the 4 terminal technology
to a third party in a bonafide arms-length commercial setting or relationship.
Such warrants were issued pursuant to an exemption under Section 4(2) of the
Securities Act of 1933.
Section 3 - Securities Trading Markets
Item 3.02 - Unregistered Sales of Equity Securities
On October 12, 2005, in exchange for the expanded use license from MVSystems,
Inc. the company granted MVSystems, Inc. seven million warrants exercisable at
$.25 cents each within five years from the date of grant under the following
vesting provisions:
(i) 1,000,000 shares upon the effective date of the agreement between the
parties.
(ii) 1,000,000 shares upon the satisfactory completion, as reasonably determined
by the XsunX Board of Directors, of the phase 4 development plan.
(iii) Upon the satisfactory completion of phase 4 then 5,000,000 shares will
become exercisable upon the date of first licensure of the 4 terminal technology
to a third party in a bonafide arms-length commercial setting or relationship.
Such warrants were issued pursuant to an exemption under Section 4(2) of the
Securities Act of 1933.
Section 8 - Other Events
Item 8.01 Other Events
On October 18, 2005, XsunX, Inc. announced that it has expanded its business
opportunities to include the product development of a new opaque solar cell
device. This four-terminal solar cell design uses a combination of thin film
transparent cell technology, derived from the company's Power Glass initiative,
with that of a nano-crystalline solar cell. XsunX believes that the combination
of these two technologies into a single device may provide the opportunity to
deliver low cost, high efficiency, flexible, and light weight solar cells
providing performance characteristics commonly found only in various forms of
expensive crystalline wafer technologies.
The four-terminal thin film solar cell's primary benefit is that the cell does
not require electrical current matching between each cell. This circumvents a
common problem plaguing multi-junction devices that can cause reduced overall
solar cell power output. Stability issues are also addressed through the use of
low band gap nano-crystalline junction materials and ultra-thin amorphous
silicon materials to create a stable and efficient solar cell stack. Low
temperature processing capabilities of this design may further increase
manufacturing efficiencies allowing the use of inexpensive plastic substrate
materials currently in use by the company.
The decision to diversify the company's product base to include opaque solar
cell designs was fueled by what the company sees as potential growth in the
demand for opaque solar cell products and applications. In countries such as
China, Japan, Germany, and in the U.S., there is a growing trend supporting the
increased use of green building designs promoting the use of integrated solar
technologies within building materials. XsunX anticipates that the development
of a stable, high-efficiency, thin film solar cell could provide building
material manufacturers with a preferred alternative to the use of lower
efficiency multi-junction thin films and the more costly multi-crystalline
solutions.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
A. Financial Statements - None
B. Exhibits - Exhibit 99 Press Release
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.
Date: October 26, 2005
XSUNX, INC.
By: /s/ Tom Djokovich
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Tom Djokovich, CEO/President