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: 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
XsunX, Inc. has increased its patent and technology assets by acquiring an
expanded use license effective October 12, 2005 in and to the suite of patents
and technologies previously licensed from MVSystems, Inc. The purpose and intent
of the expanded licenses is to allow the company to expand its development
efforts to include development of a nano-crystalline opaque high performance
solar cell employing U.S. Patent Application 60/536,151 - three terminal and
four terminal solar cells, solar cell panels, and methods of manufacture, a
patent application previously made by MVSystems, Inc. with the USPTO.
The company has determined that the above referenced patent and proposed 3 and 4
terminal solar cell device represents a viable opportunity for the company to
leverage the development and use of its transparent solar device technologies
with a second opaque device consisting of a nano-crystalline structure thereby
creating a 4 terminal flexible, light weight, high performance device for
applications that do not require transparency.
The company is preparing to launching a phase 4 development program to develop
the nano crystalline 4 terminal device concurrently with its efforts to complete
development of its Power Glass technology. The company anticipates that the
successful completion of this project would provide the company with marketable
technologies for transparent and opaque applications.
As part of the expanded use license the company also secured manufacturing
agreements with MVSystems providing fixed costs for the manufacture of
commercial process lines for these technologies.
In exchange for the expanded use license 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.
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Envents That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under and Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 - Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None.
Section 5 - Corporate Governance and Mangement
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
Section 6 - [Reserved]
Section 7 - Reulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
None
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 17, 2005
XSUNX, INC.
By: /s/ Tom Djokovich
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Tom Djokovich, CEO/President