UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13
or 15(d) of The Securities Exchange Act of 1934
For The Quarterly Period Ended:
June
30, 2011
[ ] Transition Report Pursuant to Section 13
or 15(d) of The Securities Exchange Act of 1934
For The Transition Period From ___________ to
_______________
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
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, as amended, during the preceding twelve
(12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files). Yes
o
No
o
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
x
|
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
The number of shares of common stock issued and outstanding as of
August 12, 2011 was 224,998,637.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
XSUNX, INC.
(A Development Stage Company)
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2011
|
|
September 30, 2010
|
|
|
(Unaudited)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
Cash & cash equivalents
|
|
$
|
147,630
|
|
|
$
|
200,422
|
|
Other receivable
|
|
|
—
|
|
|
|
2,500
|
|
Prepaid expenses
|
|
|
3,713
|
|
|
|
14,061
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
151,343
|
|
|
|
216,983
|
|
|
|
|
|
|
|
|
|
|
PROPERTY & EQUIPMENT
|
|
|
|
|
|
|
|
|
Office & miscellaneous equipment
|
|
|
29,841
|
|
|
|
28,942
|
|
Machinery & equipment
|
|
|
177,700
|
|
|
|
354,541
|
|
|
|
|
207,541
|
|
|
|
383,483
|
|
Less accumulated depreciation
|
|
|
(155,098
|
)
|
|
|
(307,995
|
)
|
|
|
|
|
|
|
|
|
|
Net Property & Equipment
|
|
|
52,443
|
|
|
|
75,488
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
Manufacturing equipment in progress
|
|
|
230,000
|
|
|
|
230,000
|
|
Security deposit
|
|
|
3,200
|
|
|
|
3,200
|
|
|
|
|
|
|
|
|
|
|
Total Other Assets
|
|
|
233,200
|
|
|
|
233,200
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
436,986
|
|
|
$
|
525,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
146,499
|
|
|
$
|
418,288
|
|
Accrued expenses
|
|
|
11,924
|
|
|
|
8,945
|
|
Credit card payable
|
|
|
1,874
|
|
|
|
10,728
|
|
Accrued interest on note payable
|
|
|
84,218
|
|
|
|
49,949
|
|
Note payable, landlord
|
|
|
456,921
|
|
|
|
456,921
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
701,436
|
|
|
|
944,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
701,436
|
|
|
|
944,831
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value;
|
|
|
|
|
|
|
|
|
50,000,000 authorized preferred shares
|
|
|
—
|
|
|
|
—
|
|
Common stock, no par value;
|
|
|
|
|
|
|
|
|
500,000,000 authorized common shares
|
|
|
|
|
|
|
|
|
224,998,637 and 209,055,337 shares issued and outstanding, respectively
|
|
|
25,638,369
|
|
|
|
24,813,369
|
|
Paid in capital, common stock warrants
|
|
|
5,238,213
|
|
|
|
5,238,213
|
|
Additional paid in capital
|
|
|
3,591,355
|
|
|
|
3,449,063
|
|
Deficit accumulated during the development stage
|
|
|
(34,732,387
|
)
|
|
|
(33,919,805
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS' DEFICIT
|
|
|
(264,450
|
)
|
|
|
(419,160
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
|
|
$
|
436,986
|
|
|
$
|
525,671
|
|
The accompanying notes are an integral part
of these financial statements
XSUNX, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From Inception
|
|
|
|
|
|
|
|
|
|
|
February 25, 1997
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
|
through
|
|
|
June 30, 2011
|
|
June 30, 2010
|
|
June 30, 2011
|
|
June 30, 2010
|
|
June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
REVENUE
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
238,083
|
|
|
|
322,360
|
|
|
|
723,467
|
|
|
|
1,102,339
|
|
|
|
17,653,808
|
|
Research and development
|
|
|
47,423
|
|
|
|
76,677
|
|
|
|
222,029
|
|
|
|
346,145
|
|
|
|
3,103,491
|
|
Depreciation and amortization expense
|
|
|
9,660
|
|
|
|
27,483
|
|
|
|
29,098
|
|
|
|
74,436
|
|
|
|
678,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OPERATING EXPENSES
|
|
|
295,166
|
|
|
|
426,520
|
|
|
|
974,594
|
|
|
|
1,522,920
|
|
|
|
21,435,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSE)
|
|
|
(295,166
|
)
|
|
|
(426,520
|
)
|
|
|
(974,594
|
)
|
|
|
(1,522,920
|
)
|
|
|
(21,420,871
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME/(EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
44
|
|
|
|
445,537
|
|
Gain/(Loss) on sale of asset
|
|
|
17,000
|
|
|
|
(577
|
)
|
|
|
17,000
|
|
|
|
(577
|
)
|
|
|
16,423
|
|
Impairment of assets
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(7,031,449
|
)
|
Disposal of assets
|
|
|
—
|
|
|
|
(253,671
|
)
|
|
|
—
|
|
|
|
(253,671
|
)
|
|
|
(253,671
|
)
|
Write down of inventory asset
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(60,000
|
)
|
|
|
(1,177,000
|
)
|
Legal settlement
|
|
|
—
|
|
|
|
—
|
|
|
|
179,580
|
|
|
|
—
|
|
|
|
1,279,580
|
|
Loan fees
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(7,001,990
|
)
|
Forgiveness of debt
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
592,154
|
|
Other, non-operating
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,215
|
)
|
Interest expense
|
|
|
(11,554
|
)
|
|
|
(11,425
|
)
|
|
|
(34,568
|
)
|
|
|
(34,287
|
)
|
|
|
(175,885
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OTHER INCOME/(EXPENSES)
|
|
|
5,446
|
|
|
|
(265,673
|
)
|
|
|
162,012
|
|
|
|
(348,491
|
)
|
|
|
(13,311,516
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(289,720
|
)
|
|
$
|
(692,193
|
)
|
|
$
|
(812,582
|
)
|
|
$
|
(1,871,411
|
)
|
|
$
|
(34,732,387
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED LOSS PER SHARE
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED
|
|
|
224,253,653
|
|
|
|
208,484,641
|
|
|
|
216,467,166
|
|
|
|
203,048,216
|
|
|
|
|
|
The accompanying notes are an integral part
of these financial statements
XSUNX, INC.
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
Stock Options/
|
|
during the
|
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Paid-in
|
|
Warrants
|
|
Development
|
|
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Paid-in-Capital
|
|
Stage
|
|
Total
|
Balance at Septemer 30, 2010
|
|
|
—
|
|
|
$
|
—
|
|
|
|
209,055,337
|
|
|
$
|
24,813,369
|
|
|
$
|
5,238,213
|
|
|
$
|
3,449,063
|
|
|
$
|
(33,919,805
|
)
|
|
$
|
(419,160
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for cash (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
13,263,096
|
|
|
|
825,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
825,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for a cashless exercise of warrants (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
2,680,204
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock compensation costs (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
142,292
|
|
|
|
—
|
|
|
|
142,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended June 30, 2011 (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(812,582
|
)
|
|
|
(812,582
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2011 (unaudited)
|
|
|
—
|
|
|
$
|
—
|
|
|
|
224,998,637
|
|
|
$
|
25,638,369
|
|
|
$
|
5,238,213
|
|
|
$
|
3,591,355
|
|
|
$
|
(34,732,387
|
)
|
|
$
|
(264,450
|
)
|
The accompanying notes are an integral part
of these financial statements
XSUNX, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From Inception
|
|
|
|
|
|
|
February 25,1997
|
|
|
For the Nine Months Ended
|
|
through
|
|
|
June 30, 2011
|
|
June 30, 2010
|
|
June 30, 2011
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(812,582
|
)
|
|
$
|
(1,871,411
|
)
|
|
$
|
(34,732,387
|
)
|
Adjustment to reconcile net loss to net cash
|
|
|
|
|
|
|
|
|
|
|
|
|
used in operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation & amortization
|
|
|
29,098
|
|
|
|
74,436
|
|
|
|
678,452
|
|
Common stock issued for services and interest
|
|
|
—
|
|
|
|
32,500
|
|
|
|
1,996,634
|
|
Stock option and warrant expense
|
|
|
142,292
|
|
|
|
224,904
|
|
|
|
3,865,545
|
|
Beneficial conversion and commitment fees
|
|
|
—
|
|
|
|
—
|
|
|
|
5,685,573
|
|
Asset impairment
|
|
|
—
|
|
|
|
—
|
|
|
|
7,031,449
|
|
Write down of inventory asset
|
|
|
—
|
|
|
|
60,000
|
|
|
|
1,177,000
|
|
Gain on settlement of debt
|
|
|
(179,580
|
)
|
|
|
—
|
|
|
|
(466,961
|
)
|
(Gain)/Loss on sale of asset
|
|
|
(17,000
|
)
|
|
|
577
|
|
|
|
(16,423
|
)
|
Settlement of lease
|
|
|
—
|
|
|
|
—
|
|
|
|
59,784
|
|
Disposal of assets
|
|
|
—
|
|
|
|
253,671
|
|
|
|
253,671
|
|
Change in Assets and Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) Decrease in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
10,348
|
|
|
|
104,691
|
|
|
|
(3,713
|
)
|
Inventory held for sale
|
|
|
—
|
|
|
|
240,000
|
|
|
|
(1,417,000
|
)
|
Other receivable
|
|
|
2,500
|
|
|
|
—
|
|
|
|
—
|
|
Other assets
|
|
|
—
|
|
|
|
2,615
|
|
|
|
(3,200
|
)
|
Increase (Decrease) in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
(101,063
|
)
|
|
|
65,078
|
|
|
|
2,349,954
|
|
Accrued expenses
|
|
|
37,248
|
|
|
|
27,637
|
|
|
|
106,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN OPERATING ACTIVITIES
|
|
|
(888,739
|
)
|
|
|
(785,302
|
)
|
|
|
(13,434,751
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of manufacturing equipment and facilities in process
|
|
|
—
|
|
|
|
(230,000
|
)
|
|
|
(6,054,629
|
)
|
Payments on note receivable
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,500,000
|
)
|
Proceeds from sale of assets
|
|
|
17,000
|
|
|
|
4,100
|
|
|
|
261,100
|
|
Receipts on note receivable
|
|
|
—
|
|
|
|
—
|
|
|
|
1,500,000
|
|
Purchase of marketable prototype
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,780,396
|
)
|
Purchase of fixed assets
|
|
|
(6,053
|
)
|
|
|
—
|
|
|
|
(597,972
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED / (USED) BY INVESTING ACTIVITIES
|
|
|
10,947
|
|
|
|
(225,900
|
)
|
|
|
(8,171,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from warrant conversion
|
|
|
—
|
|
|
|
—
|
|
|
|
3,306,250
|
|
Proceeds from debentures
|
|
|
—
|
|
|
|
—
|
|
|
|
5,850,000
|
|
Proceeds for issuance of common stock, net
|
|
|
825,000
|
|
|
|
953,000
|
|
|
|
12,598,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
825,000
|
|
|
|
953,000
|
|
|
|
21,754,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
|
(52,792
|
)
|
|
|
(58,202
|
)
|
|
|
147,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
200,422
|
|
|
|
530,717
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH & CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
147,630
|
|
|
$
|
472,515
|
|
|
$
|
147,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
131
|
|
|
$
|
18
|
|
|
$
|
119,822
|
|
Taxes paid
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
During the nine months ended June 30, 2011, the Company issued 2,680,204 shares of common stock in a cashless
exercise of stock purchase warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part
of these financial statements
XSUNX, INC.
(A Development Stage Company)
Notes to Financial Statements – (Unaudited)
June 30, 2011
1.
BASIS OF PRESENTATION
The accompanying
unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered
necessary for a fair presentation have been included. Operating results for the nine months ended June 30, 2011 are not
necessarily indicative of the results that may be expected for the year ending September 30, 2011. For further information
refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended September 30,
2010.
Going Concern
The accompanying financial statements
have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and
liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments
that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and
has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going
concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent
upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders since its inception through
the period ended June 30, 2011. Management believes the existing shareholders and the prospective new investors will provide the
additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core of
business.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting
policies of XsunX, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements
and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently
applied in the preparation of the financial statements.
Development
Stage Activities and Operations
The Company has been in its
initial stages of formation and for the nine months ended June 30, 2011, had no revenues. A development stage activity is one
in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have
commenced, revenues are insignificant.
Use of Estimates
The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include
the estimate of useful lives of property and equipment, the deferred tax valuation allowance, and the fair value of stock options.
Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statements of cash flows, cash and
cash equivalents include cash in banks and money markets with an original maturity of three months or less.
Fair Value of Financial Instruments
The Company’s financial instruments,
including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which approximates their fair
value, due to the relatively short maturity of these instruments. As of June 30, 2011, and 2010, the Company’s notes payable
have stated borrowing rates that are consistent with those currently available to the Company and, accordingly, the Company believes
the carrying value of these debt instruments approximates their fair value.
XSUNX, INC.
(A Development Stage Company)
Notes to Financial Statements – (Unaudited)
June 30, 2011
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Per Share Calculations
Loss per Share is the
calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing
income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share
is computed similar to basic earnings per share except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares had been issued and if the additional common
shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the nine months
ended June 30, 2011 as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company
generating a loss.
Revenue Recognition
The Company recognizes revenue when
services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk
of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured.
To date the Company has had minimal revenue and is still in the development stage.
Stock-Based Compensation
Share-based Payment applies to
transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity
may incur for goods or services that are to follow a fair value of those equity instruments. We are required to follow a fair value
approach using an option-pricing model, such as the Black Scholes option valuation model, at the date of a stock option grant.
The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of
the stock option. This has not had a material impact on our results of operations.
3.
CAPITAL STOCK
During the nine months
ended June 30, 2011, pursuant to an S-1 Registration Statement declared effective by the SEC on June 30, 2010,
and
a Post-Effective Amendment No. 1 registration declared effective by the Securities and Exchange Commission on April 4, 2011
the
Company sold to Lincoln Park Capital Group, LLC (LPC) a total of approximately 6,853,376 shares for a total investment
of $575,000. These shares were sold at various pricing between $0.08 and $0.0888 per share. An additional 159,720 of
the remaining pool of 1,236,112 commitment shares were issued on a pro rata basis to LPC as LPC has purchased additional
shares pursuant to the effective S-1 Registration Statement.
During the nine months ended
June 30, 2011, the Company also issued 5,000,000 units composed of one share of restricted common stock and a five year
warrant exercisable to purchase two shares of Common Stock at $0.04 per share for cash of $200,000; 1,250,000 shares of
restricted common stock at a price of $0.04 per share for cash of $50,000; a holder of warrants exercised all available
5,000,000 warrants utilizing a cashless exercise provision resulting in the net issuance of 2,680,204 shares of the
Company’s restricted common stock. The above shares were issued in a transactions exempt from registration pursuant to
Section 4(2) of the Securities Act.
During the nine months ended
June 30, 2010, the Company issued 2,556,818 shares of common stock at a price of $0.088 per share for cash of $225,000;
1,000,000 shares of common stock issued at a price of $0.088 per share for cash of $88,000; 53,789 shares of common stock
issued at a price of $0.1859 per share for services at a fair value of $10,000; 2,000,000 shares of common stock issued at a
price of $0.075 per share for cash of $150,000; 6,250,000 shares of common stock issued for net proceeds of $500,000;
139,424 shares of common stock issued at a price of $0.16 per share for services at a fair value of $22,500. The above shares
were issued in a transactions exempt from registration pursuant to Section 4(2) of the Securities Act.
XSUNX, INC.
(A Development Stage Company)
Notes to Financial Statements – (Unaudited)
June 30, 2011
4.
STOCK OPTIONS AND WARRANTS
The Company adopted a Stock
Option Plan for the purposes of granting stock options to its employees and others providing services to the Company, which
reserves and sets aside for the granting of Options for Twenty Million (20,000,000) shares of Common Stock. Options granted
under the Plan may be either Incentive Options or Nonqualified Options and shall be administered by the Company's Board of
Directors ("Board"). Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as
the respective Option agreements may provide. Notwithstanding any other provision of the Plan or of any Option agreement,
each Option shall expire on the date specified in the Option agreement. During the nine month period ended June 30, 2011, the
Company granted 11,000,000 incentive stock options to employees that will vest upon completion of various milestones.
1,000,000 of the shares were part of the Company’s 2007 Stock Option Plan.
|
For the period ended
|
|
6/30/2011
|
Risk free interest rate
|
1.14% to 2.77%
|
Stock volatility factor
|
90.56% to 104.73%
|
Weighted average expected option life
|
5 years
|
Expected dividend yield
|
None
|
A summary of the Company’s stock
option activity and related information follows:
|
For the period ended
|
|
6/30/2011
|
|
|
Weighted
|
|
Number
|
average
|
|
of
|
exercise
|
|
Options
|
price
|
Outstanding, beginning of the period
|
10,180,000
|
$ 0.27
|
Granted
|
1,000,000
|
$ 0.10
|
Exercised
|
-
|
$ -
|
Expired
|
-
|
$ -
|
Outstanding, end of the period
|
11,180,000
|
$ 0.25
|
Exercisable at the end of the period
|
8,146,660
|
$ 0.27
|
Weighted average fair value of
|
|
|
options granted during the period
|
|
$ -
|
|
|
|
The weighted average remaining contractual life of options
outstanding issued under the plan as of June 30, 2011 was as follows:
|
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
Stock
|
|
Stock
|
Remaining
|
Exercisable
|
|
Options
|
|
Options
|
Contractual
|
Prices
|
|
Outstanding
|
|
Exercisable
|
Life (years)
|
$ 0.46
|
|
1,150,000
|
|
950,000
|
0.57 years
|
$ 0.53
|
|
100,000
|
|
100,000
|
0.65 years
|
$ 0.45
|
|
100,000
|
|
100,000
|
0.82 years
|
$ 0.41
|
|
100,000
|
|
100,000
|
1.16 years
|
$ 0.36
|
|
2,500,000
|
|
1,500,000
|
1.32 years
|
$ 0.36
|
|
500,000
|
|
500,000
|
1.37 years
|
$ 0.36
|
|
500,000
|
|
500,000
|
1.41 years
|
$ 0.36
|
|
115,000
|
|
115,000
|
2.28 years
|
$ 0.16
|
|
5,115,000
|
|
4,281,660
|
2.76 years
|
$ 0.10
|
|
1,000,000
|
|
-
|
4.30 years
|
|
|
11,180,000
|
|
8,146,660
|
|
XSUNX, INC.
(A Development Stage Company)
Notes to Financial Statements – (Unaudited)
June 30, 2011
4.
STOCK OPTIONS AND WARRANTS (Continued)
Stock-based
compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is
ultimately expected to vest. Stock-based compensation expense recognized in the financial statements of operations during the
three months ended June 30, 2011, included compensation expense for the stock-based payment awards granted prior to, but not
yet vested, as of June 30, 2011 based on the grant date fair value estimated, and compensation expense for the stock-based
payment awards granted subsequent to June 30, 2011
based on the grant date fair value
estimated. We account for forfeitures as they occur. The stock-based compensation expense recognized in the statement of
operations during the nine months ended June 30, 2011 and 2010 was $142,292 and $224,904, respectively.
Warrants
A summary of the Company’s
warrants activity and related information follows:
|
For the period ended
|
|
6/30/2011
|
|
|
Weighted
|
|
Number
|
average
|
|
of
|
exercise
|
|
Options
|
price
|
Outstanding, beginning of the period
|
4,195,332
|
$ 0.61
|
Granted
|
10,000,000
|
$ 0.04
|
Exercised
|
5,000,000
|
$ 0.04
|
Expired
|
112,000
|
$ 1.69
|
Outstanding, end of the period
|
9,083,332
|
$ 0.28
|
Exercisable at the end of period
|
8,935,332
|
$ 0.29
|
Weighted average fair value of
|
|
|
warrants granted during the period
|
|
$ -
|
|
|
|
At June 30, 2011, the weighted average remaining
contractual life of warrants outstanding:
|
|
|
|
|
Weighted
|
|
|
|
|
|
Average
|
|
|
|
|
|
Remaining
|
Exercisable
|
|
Warrants
|
|
Warrants
|
Contractual
|
Prices
|
|
Outstanding
|
|
Exercisable
|
Life (years)
|
$ 0.51
|
|
500,000
|
|
352,000
|
0.05 years
|
$ 0.20
|
|
250,000
|
|
250,000
|
0.51 years
|
$ 0.50
|
|
1,666,666
|
|
1,666,666
|
1.34 years
|
$ 0.75
|
|
1,666,666
|
|
1,666,666
|
1.34 years
|
$ 0.04
|
|
2,500,000
|
|
2,500,000
|
4.56 years
|
$ 0.04
|
|
2,500,000
|
|
2,500,000
|
4.72 years
|
|
|
9,083,332
|
|
8,935,332
|
|
|
|
|
|
|
|
5.
PROMISSORY NOTE
During the year ended September
30, 2009, the Company converted an account payable to a promissory note in the amount of $456,921. The note accrues interest
at 10% per annum. The note, including all principal and interest is due September 1, 2011. The interest expense for the nine
months ended June 30, 2011 and 2010 was $34,269 for both years.
XSUNX, INC.
(A Development Stage Company)
Notes to Financial Statements – (Unaudited)
June 30, 2011
6.
COMMITMENTS AND CONTINGENCIES
Settlement of Vendor Dispute
On March 31, 2011 we entered into
a settlement agreement with Billco Manufacturing Inc. agreeing to pay $30,000 in the form of 3 equal monthly payments of $10,000
commencing April 15, 2011 as full and final settlement for an open book account balance of $340,568 purportedly owed to the vendor
by XsunX. XsunX completed all payments and on June 22, 2011 we received a full release from the vendor. The accounts payable liability
of $209,580 which the Company booked while working to settle this claim was reduced to $30,000 and the Company recognized $179,580
gain on settlement of debt.
7.
SALE AND DISPOSITION OF ASSETS
On April 21, 2011 the Company received
payment in the amount of $17,000 for an offer it accepted on April 14, 2011 for the sale of equipment no longer in use by the Company.
The book value of the asset was zero and the Company recognized a gain of $17,000.
8.
SUBSEQUENT EVENTS
The following are items management
has evaluated as subsequent events pursuant to the requirement of ASC Topic 855.
On
July 29, 2011 the Company filed a preliminary patent application with the U.S. Patent Office
under
which the Company is working to seek patent protection for its proprietary designs and operation of certain thermal
evaporation source technology.
The Company had paid a vendor a
$230,000 deposit through February 2010 towards the fabrication of a prototype manufacturing system. Since that time XsunX has
developed and produced designs for this system and in an effort to better control costs, vendor expertise, qualification, and
intellectual property rights the Company has elected to cancel the purchase order through the vendor and work directly with
component suppliers for the fabrication of the various parts necessary to assemble the tool. On July 26, 2011 the vendor and
the Company agreed to modify the agreement terminating the quote and purchase order and providing for the full refund to
XsunX of the $230,000 prepaid deposit. The Company and the vendor continue to work evaluating certain of the vendor’s
technologies for suitability for use by XsunX.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
CAUTIONARY AND FORWARD LOOKING STATEMENTS
In addition to statements
of historical fact, this Quarterly Report on Form 10-Q 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.
Our actual results could differ materially
from those anticipated by these forward-looking statements as a result of many factors, including those discussed under “Item
1A: Risk Factors” in the Company’s Annual Report on Form 10-K and elsewhere in this Quarterly Report on Form 10-Q.
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-Q and Annual Reports on Form 10-K filed by the Company and
any Current Reports on Form 8-K filed by the Company.
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 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.
Business Overview
XsunX, Inc. is developing and has begun to market a hybrid manufacturing
solution to produce high performance
Copper Indium Gallium (di)
Selenide (CIGS) thin film solar cells. Our patent pending system and processing technology, which we call CIGSolar™, focuses
on the mass production of individual thin-film CIGS solar cells that match silicon solar cell dimensions and can be offered as
a non-toxic, high-efficiency and lowest-cost alternative to the use of silicon solar cells. We intend to offer licenses for the
use of the CIGSolar™ process technology thereby generating revenue streams through licensing fees and manufacturing royalties
for the use of the technology.
Our
efforts have been focused on the development and customization of a series of specialized processing tools that when combined provide
a turn-key high-throughput manufacturing system to produce CIGS solar cells.
Core
attributes to our process method are the use of small area thermal co-evaporation techniques coupled with state-of-the-art sputter
deposition technologies to improve manufacturing output, increase cell efficiency, production yields, and lower the costs for the
production of high efficiency CIGS cells.
There
are five (5) core process tools that when combined will produce 156mm format (about 6” square) solar cells. We believe that
it will be the ability of our system to minimize processing defects while maintaining exceptional per hour production rates that
will provide superior commercial opportunities. CIGSolar™ cells will be manufactured on stainless steel squares sized to
match silicon solar cells currently used in nearly 75% of all solar modules manufactured today.
This
innovative approach bridges the gap between inexpensive thin-film and costly high efficiency silicon wafer technologies to produce
a new breed of solar cell combining what we believe are the best attributes of each technology. The mass production of individual,
high performance CIGS solar cells – like solar building blocks – we believe will allow solar power to finally compete
effectively against other sources of electrical energy.
RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIOD ENDED JUNE 30,
2011 COMPARED TO THE SAME PERIOD IN 2010
Revenue:
The Company
generated no revenues for the periods ended June 30, 2011 and 2010 respectively. Additionally, there was no associated cost
of sales. The Company to date has had minimal revenue and cost of sales, and is still in the development stage.
Selling, General and Administrative Expenses:
Selling, general
and administrative expenses for the three month period ending June 30, 2011 were $238,083 as compared to $723,467 during the
same period in 2010. The decrease of $(485,384) was related primarily to a general reduction to salaries and operating
expenses under the Company’s re-focused plan of operations for the development of a new cross-industry thin film
solar manufacturing technology. We anticipate that expenditures associated with the development and sales of our thin-film
solar manufacturing technologies will increase SG&A expenditures in the future. However, we plan to offer our technology
as a licensable process to existing solar product manufacturers which we anticipate will mitigate future expenditures that
would normally be associated with our need to establish direct large scale manufacturing capabilities and the associated
facility infrastructure.
Research and Development
:
Research and
development for the three month period ended June 30, 2011 were $47,423 as compared to $76,677 during the same period
in 2010. The decrease of $(29,254) was due to a decrease in salaries due to fewer research related employees, and a
reduction in materials and services used in the period on the development of our new cross-industry thin film
solar manufacturing technology CIGSolar™. During portions of the period research and development efforts included the
use of third party equipment vendors whose equipment we may use as part of our integrated CIGSolar™ manufacturing
system. These vendors assist with access to equipment and technologies that we are working to customize for use in
our manufacturing processes.
During the period while reducing direct research and development
costs we prepared plans and began efforts to
establish each of the various system capabilities necessary for our
technology within our own facilities for use in continued process improvement, marketing efforts, and future systems sales
support. We anticipate that future R&D expense will again increase as we complete this process establishing each of the
various system capabilities within our own facilities.
Net Loss
:
The net loss for the three months ended June
30, 2011 was $(289,720) as compared to a net loss of $(692,193) for the same period 2010. The decreased net loss of $(402,473)
includes the operating expense changes discussed above, the gain on the settlement of a debt for $179,580 and the net change in
non-cash expense of $17,823 for depreciation. The Company anticipates the trend of losses to continue in future quarters until
the Company can recognize sales of significance of which there is no assurance.
RESULTS OF OPERATIONS FOR THE NINE-MONTH
PERIOD ENDED JUNE 30, 2011 COMPARED TO THE SAME PERIOD IN 2010
Revenue:
The Company
generated no revenues for the periods ended June 30, 2011 and 2010 respectively. Additionally, there was no associated cost
of sales. The Company to date has had minimal revenue and cost of sales, and is still in the development stage.
Selling, General and Administrative Expenses:
Selling, general
and administrative expenses for the nine month period ending June 30, 2011 were $723,467 as compared to $1,102,339 during
the same period in 2010. The decrease of $(378,872) was related primarily to a general reduction to salaries and
operating expenses under the Company’s re-focused plan of operations for the development of a new cross-industry thin
film solar manufacturing technology.
During the period we prepared plans and began efforts to
establish
our own facilities for use in continued process improvement, marketing efforts, and systems sales support. We anticipate
that expenditures associated with the development and sales of our thin-film solar manufacturing technologies will
increase SG&A expenditures in the future. However, we plan to offer our technology as a licensable process to existing
solar product manufacturers which we anticipate will mitigate future expenditures that would normally be associated with our
need to establish direct large scale manufacturing capabilities and the associated facility infrastructure.
Research and Development
:
Research and
development for the nine month period ended June 30, 2011 were $222,029 as compared to $346,145 during the same period in
2010. The decrease of $(124,116) was due to a decrease in salaries due to fewer research related employees, and
materials used in the first three months of the period, and a reduction to research and development efforts with third party
equipment vendors in the later portion of the period whose equipment we may use as part of our integrated CIGSolar™
manufacturing system.
During the period while reducing direct research and development costs we
prepared plans and began efforts to
establish each of the various system capabilities necessary for our technology
within our own facilities for use in continued process improvement, marketing efforts, and future systems sales support. We
anticipate that future R&D expense will again increase as we complete this process establishing each of the various
system capabilities within our own facilities.
Net Loss
:
The net loss for the
nine months ended June 30, 2011 was $(812,582) as compared to a net loss of $(1,871,411) for the same period 2010. The decreased
net loss of $(1,058,829) includes the operating expense changes discussed above, and the net change in non-cash expense of $45,338
for depreciation expense. The Company anticipates the trend of losses to continue in future quarters until the Company can recognize
sales of significance of which there is no assurance.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2011,
we had a working capital deficit of $(550,093) as compared to $(727,848) at September 30, 2010. This decrease in working
capital deficit of $(177,755) was due primarily to the addition of equity financing.
During the nine
months ended June 30, 2011, the Company used $(888,739) of cash for operating activities, as compared to cash used of
$(785,302) for the same period 2010. The increase in cash used of $(103,437) for operating activities was primarily due to a
decrease in prepaid expenses, and accounts payable as the Company has re-focused its plan of operations on the development
of a new cross-industry thin film solar manufacturing technology.
Cash provided by
investing activities for the nine months ended June 30, 2011 was $10,947, as compared to cash used of $(225,900) for the same
period 2010. The net decrease of cash used in investing activities was primarily due to a decrease in the purchase of
manufacturing equipment and facilities in process under the Company’s revised plan of operations.
Cash provided by financing
activities for the nine months ended June 30, 2011 was $825,000, as compared to $953,000 for the same period 2010. Our capital
needs have primarily been met from the proceeds of private placements, as we are currently in the development stage and had no
revenues.
Our financial
statements as of June 30, 2011 have been prepared under the assumption that we will continue as a going concern from
inception (February 25,1997) through June 30, 2011. Our independent registered public accounting firm has issued their report
dated December 29, 2010 that included an explanatory paragraph expressing substantial doubt in our ability to continue as a
going concern without additional capital becoming available. Our ability to continue as a going concern ultimately is
dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt
financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
For the nine months
ended June 30, 2011, the Company's capital needs have been met from the use of working capital provided by the proceeds of
(i) the Company’s working capital and (ii) the sale of registered and restricted common stock for proceeds totaling
$825,000 dollars.
Lincoln Park Capital Fund, LLC Transaction
On March 30,
2010, XsunX signed a $5 million stock purchase agreement with Lincoln Park Capital Fund, LLC (“LPC”), an
Illinois limited liability company. Upon signing the agreement, XsunX received $500,000 from LPC as an initial purchase under
the $5 million dollar commitment in exchange for 5,000,000 shares of our common stock. We also entered into a registration
rights agreement with LPC whereby we agreed to file a registration statement related to the transaction with the U.S.
Securities & Exchange Commission (“SEC”) covering the shares that have been issued or may be issued to LPC
under the purchase agreement. On April 30, 2010, XsunX, Inc. filed a Form S-1 with the Securities and Exchange Commission
seeking to register 27,500,000 shares related to our financing agreements with LPC. The registration was declared effective
by the Securities and Exchange Commission on June 30, 2010. On March 29, 2011 we filed a Post-Effective Amendment No. 1 Form
S-1 with the Securities and Exchange Commission seeking to maintain the registration for the 27,500,000 shares related to
our financing agreements with LPC. The Post-Effective Amendment No. 1 registration was declared effective by the Securities
and Exchange Commission on April 4, 2011. Subject to the effective registration statement related to the transaction, we have
the right over a 25-month period to sell our shares of common stock to LPC in amounts up to $500,000 per sale, depending
on certain conditions as set forth in the purchase agreement, up to the aggregate commitment of $5 million.
There are no upper limits
to the price LPC may pay to purchase our common stock, and the purchase price of the shares related to the $4.5 million of future
funding will be based on the prevailing market prices of the Company’s shares at the time of sales without any fixed discount.
The Company will control the timing and amount of any sales of shares to LPC. LPC shall not have the right or the obligation to
purchase any shares of our common stock on any business day that the price of our common stock is below $0.08.
In consideration for entering
into the $5 million agreement which provides for an additional $4.5 million of future funding, we issued to LPC 1,250,000 shares
of our common stock as a financing inception commitment and shall issue an equivalent amount of shares pro rata as LPC purchases
the additional $4.5 million. The common stock purchase agreement may be terminated by us at any time at our discretion without
any cost to us. Except for a limitation on variable priced financings, there are no negative covenants, restrictions on future
funding’s, penalties or liquidated damages in the agreement. The proceeds received by the Company under the common stock
purchase agreement are expected to be used in the development of thin film manufacturing equipment and technologies, general and
administrative costs, and general working capital.
Pursuant to the stock
purchase agreement with LPC and the S-1 Registration Statement declared effective by the SEC on June 30, 2010, the Company has
sold to Lincoln Park Capital Fund, LLC through June 30, 2011, approximately 12,410,184 shares for a total investment of $1,125,000
including the initial $500,000 and 5,000,000 shares. These shares were sold at various pricing between $0.08 and $0.10 per share.
Including 1,250,000 shares provided to LPC as financing inception commitment shares, and an additional 173,608 commitment shares
issued pro rata as LPC has purchased additional shares,as of June 30, 2011 13,666,208 registered shares remain available for future
sales pursuant to the effective S-1 Registration Statement.
DEVELOPMENT STAGE COMPANY
The Company is
currently engaged in efforts to develop a cross-industry thin film solar manufacturing concept that we believe provides an
opportunity for XsunX to establish a competitive advantage within the solar industry, and as of the period ended June 30,
2011, did not have any significant revenues. The transition to revenue recognition may exceed cash generated from operations
in the current and future periods. We have in the past experienced substantial losses and negative cash flow from operations
and have required financing, including equity and debt financing, in order to pursue the commercialization of products based
on our technologies. We expect that we will continue to need significant financing to operate our business. If additional
financing is not available or not available on terms acceptable to us, our ability to fund our operations, maintain our
research and development efforts necessary to complete the development of marketable products or otherwise respond to
competitive pressures may be significantly impaired. We could also be forced to curtail our business operations, reduce our
investments, decrease or eliminate capital expenditures and delay the execution of our business plan which would have a
material adverse affect on our business.
While we have been able
to raise capital in a series of equity and debt offerings in the past there can be no assurances that we will be able to obtain
such additional financing, on terms acceptable to us and at the times required, or at all.
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.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off
balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues,
results of operations, liquidity or capital expenditures.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.
We do not have any market
risk sensitive instruments. Since all operations are in U.S. dollar denominated accounts, we do not have foreign currency risk.
Our operating costs are reported in U.S. dollars.
The Company does not invest
in term financial products or instruments or derivatives involving risk other than money market accounts, which fluctuate with
interest rates at market.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure
controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s
rules and forms, and that such information is accumulated and communicated to our management, including our principal executive
officer, principal financial officer, and principal operating officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As required by SEC Rule
15d-15(e), our management carried out an evaluation, under the supervision and with the participation of our principal executive
officer, principal financial officer, and principal operating officer, of the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report. Based on that evaluation, our principal executive officer, principal financial
officer, and principal accounting officer concluded that our disclosure controls and procedures were effective at a reasonable
assurance level as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There have not been any
changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during the three months ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
In the ordinary conduct
of our business, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to
time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have,
individually or in the aggregate, a material adverse effect on our business, financial condition or operating results except as
set forth below.
On September 21, 2010
we received notice of a claim filed by Billco Manufacturing Inc. in the State of California, Orange County Superior Court, requesting
that the court award $340,567.50 for an open book account balance purportedly owed to the manufacturer by XsunX. XsunX has aggressively
disputed this claim and to avoid further litigation expenses defending against this claim we negotiated a settlement with Billco
in which XsunX will pay $30,000 in the form of 3 equal monthly payments of $10,000 each commencing April 15, 2011. As of June 30,
2011 the Company has made all required payments under the settlement leaving a principal balance in the amount of $0.00.
Item 1A. Risk Factors
There are no material
changes from the risk factors previously disclosed in the Registrant’s Form 10-K filed on December 29, 2010.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In January and March
2011, the Company accepted offers for the sale of a total of 5,000,000 units of its restricted Common Stock in private
placements for cash proceeds of $200,000. Each unit is composed of one share of restricted common stock and a five
year warrant exercisable to purchase two shares of Common Stock at $0.04 per share. The shares were issued in a transaction
exempt from registration pursuant to Section 4(2) of the Securities Act. In January 2011, a holder of warrants exercised all
available 5,000,000 warrants utilizing a cashless exercise provision resulting in the net issuance of 2,680,204 shares of the
Company’s restricted common stock. The shares were issued in a transaction exempt from registration pursuant to Section
4(2) of the Securities Act. In March 2011 the Company accepted an offer for the sale of 1,250,000 shares of its restricted
common stock in a private placement for cash proceeds of $50,000. The shares were issued in a transaction exempt from
registration pursuant to Section 4(2) of the Securities Act.
Use of Proceeds from the Sale of Securities
The proceeds from the
above sales of securities were and are being used primarily to fund efforts by the Company to develop marketable technologies for
the manufacture of thin film solar technologies, and in the day-to-day operations of the Company and to pay the accrued liabilities
associated with these operations.
Item 3. Defaults Upon Senior Securities
None.
Item 4. (Removed and Reserved)
Item 5. Other information
None
Item 6. Exhibits
Exhibit No.Description
____________________
(1)
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Incorporated by reference to exhibits included with the Company’s prior Report
on Form S-1/A filed with the Securities and Exchange Commission dated March 29, 2011.
|
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.
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XSUNX, INC.
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Dated: August 15, 2011
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By:
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/s/ Tom M. Djokovich
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Tom M. Djokovich,
Principal Executive and Financial Officer
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