UNITED STATES
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 (Date of earliest event reported): July 14, 2005
XSUNX, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-29621 84-1384159
------------------- ----------------- ---------------------
(State or other (Commission File (IRS Employer
jurisdiction of incorporation) Number) Identification No.)
165 ENTERPRISE, ALISO VIEJO, CALIFORNIA 92656
------------------------------------------------------
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (949) 330-8060
Copies to:
Greg Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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))
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
--------- --------------------------------------------------------------------
4.1 Convertible Debenture dated July 14, 2005*
4.2 Form of $0.15 Warrant*
4.3 Form of $0.20 Warrant*
10.1 Securities Purchase Agreement dated July 14, 2005 between the
Company and Cornell*
10.2 Standby Equity Distribution Agreement dated July 14, 2005 between
the Company and Cornell*
10.3 Investor Registration Rights Agreement dated July 14, 2005*
10.4 Registration Rights Agreement dated July 14, 2005*
10.5 Irrevocable Transfer Agent Instructions
10.6 Security Agreement dated July 14, 2005 by and between the Company
and Cornell*
10.7 Escrow Agreement by and among the Company, Cornell and Baxter,
Baker, Sidle, Conn & Jones, P.A.
99.1 Press Release*
----------------------
* Filed previously.
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 hereunto duly authorized.
XSUNX, INC.
By: /s/ Tom Djokovich
-----------------------------------
Tom Djokovich
Chief Executive Officer
Date: October 10, 2005