UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
ANNUAL REPORT PURSUANT TO
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 2016
Commission File Number 000-29621
XSUNX, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado
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84-1384159
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(State of Incorporation)
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(I.R.S. Employer
Identification No.)
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65 Enterprise, Aliso Viejo, CA 92656
(Address of Principal Executive Offices) (Zip Code)
(949) 330-8060
(Registrant’s Telephone Number)
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:
Common Stock, no par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
o
NO
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
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NO
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes
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NO
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Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
(Check one):
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Large accelerated filer
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☐
Accelerated filer
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☐
Non-accelerated filer
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☒
Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) (Check one): Yes
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NO
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As of March 31, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $3,124,899 based on the closing price as reported on the OTC Markets.
As of December 14, 2016, there were 889,331,125 shares of the registrant’s company common voting stock outstanding.
Explanatory Note
The purpose of this Amendment No. 1 (the “Amendment”) to the registrant’s Annual Report on Form 10-K for the year ended September 30, 2016, filed with the Securities and Exchange Commission on December 14, 2016 (the “Original Form 10-K Filing Date”), is solely to furnish additional disclosure in Item 9A to explain the conditions of change that occurred between fiscal year 2015 and fiscal year 2016 that enables us to deem our disclosure controls and procedures to be effective in 2016 while not effective in 2015. See also “Changes in Internal Control over Financial Reporting.”
In addition, in connection with the filing of this Amendment and pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the certifications of our
principal executive officer
and
principal financial
officer are attached as exhibits to this Amendment.
Except as set forth above, we have not modified or updated disclosures presented in the Original Form 10-K filing to reflect events or developments that have occurred after the date of the Original Filing. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that have occurred or facts that have become known to us after the date of the Original Filing (other than as discussed above), and such forward-looking statements should be read in their historical context. Accordingly, this Amendment should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K and does not contain any other changes.