Attached files
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| EX-5.1 - NovAccess Global Inc. | v189062_ex5-1.htm |
As
filed with the U.S. Securities and Exchange Commission on June 25,
2010
Registration
No. 333-166427
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 2
TO
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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Colorado
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XSUNX, INC.
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84-134159
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(State or Other Jurisdiction of Incorporation
or Organization)
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(Exact Name of Registrant as Specified in its
Charter)
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(I.R.S. Employer
Identification No.)
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Tom Djokovich
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65 Enterprise
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65 Enterprise
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Aliso Viejo, California 92656
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Aliso Viejo, California 92656
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(949) 330-8060
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3081
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(949) 330-8060
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(Address and Telephone Number
of Principal Executive Office)
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(Primary Standard Industrial
Classification Code Number)
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(Name, Address and Telephone Number of
Agent for Service)
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With
copies to:
Clayton
E. Parker, Esq.
John D.
Owens III, Esq.
K&L
Gates, LLP
200 S.
Biscayne Boulevard, Suite 3900
Miami,
Florida 33131
Telephone:
(305) 539-3300
Facsimile:
(305) 358-7095
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this
registration statement becomes effective.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as
amended, check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨ (Do
not check if a smaller reporting company)
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Smaller
reporting company x
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CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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||||||||||||||||
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Title Of Each Class
Of Securities To Be Registered
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Amount
To Be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Maximum
Aggregate
Offering
Price (2)
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Amount
Of Registration
Fee(3)
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||||||||||||
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Common
Stock, no par value per share
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27,500,000
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$
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0.14
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$
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3,850,000
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$
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274.50
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|||||||||
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TOTAL
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27,500,000
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$
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0.14
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$
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3,850,000
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$
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274.50
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|||||||||
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(1)
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The shares of our common stock
being registered hereunder are being registered for sale by the selling
stockholder named in the
prospectus.
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(2)
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Estimated solely for the purpose
of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act of 1933. For the purposes of this table, we have used the
average of the high and low prices as of April 27,
2010.
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(3)
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Previously
paid.
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The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY
NOTE
XsunX, Inc. is filing this Amendment
No. 2 (the “Amendment”) to its
Registration Statement on Form S-1 (Registration No. 333-166427) (the “Registration
Statement”) to file Exhibit 5.1 to the
Registration Statement and to amend and restate the list of exhibits set forth
in Item 16 of Part II of the Registration Statement. No changes have been made
to Part I of the Registration Statement by this Amendment, and therefore it has
been omitted. No changes have been made to Part II of the
Registration Statement other than as described above.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth estimated expenses expected to be incurred in
connection with the issuance and distribution of the securities being
registered. We will pay all expenses in connection with this
offering.
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Securities
and Exchange Commission Registration Fee
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$
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275
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||
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Printing
and Engraving Expenses
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5,000
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|||
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Accounting
Fees and Expenses
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10,000
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|||
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Legal
Fees and Expenses
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25,000
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|||
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Miscellaneous
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5,000
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|||
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TOTAL
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$
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45,275
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ITEM
14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our
articles of incorporation provide that we shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses including attorney
fees, judgments, fines and amounts paid in settlement, actually and reasonably
incurred by such person in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the Company, and with respect
to any criminal action or proceeding, had no reasonable cause to believe such
person’s conduct was unlawful. Termination of any action, suit or
proceeding in any manner does not by itself create a presumption that such
person did not act in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the Company, and with respect
to any criminal action or proceeding, had no reasonable cause to believe such
person’s conduct was unlawful.
The
articles of incorporation also provide that the Company must indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed proceeding by or in the right of the Company to
procure a judgment in its favor by reason of the fact that such person is or was
a director, officer, employee, fiduciary or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee,
fiduciary, or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorney fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such proceeding, if such person believed it to be in, or not opposed to, the
best interests of the Company. Such indemnification may not be made
for any claim, issue or matter as to which such person has been adjudged to be
liable for negligence or misconduct in the performance of such person’s duty to
the Company, unless and only to the extent that the court in which the
proceeding was brought determines that, despite the adjudication of liability,
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems
proper.
The
bylaws adopt the provisions of the Colorado Revised Statutes 7-3-101 (now C.R.S.
7-109), as amended from time to time, relating to Indemnification and
incorporate such provisions by reference as fully as if set forth
therein.
The
Colorado Revised Statutes 7-109-102 provide that a corporation may indemnify a
director who is a party to a proceeding against liability if the director’s
conduct was in good faith, the director reasonably believed, in the case of
conduct in an official capacity with the corporation, that such conduct was in
the corporation’s best interests, and in the case of any criminal proceeding,
the director had no reasonable cause to believe his conduct was
unlawful. The termination of a proceeding in any manner is not, of
itself, determinative that the director did not meet the standard of conduct
described in C.R.S. 7-109-102. A corporation may not indemnify a
director in connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation, or in any
proceeding where the director is adjudged liable on the basis that the director
derived an improper benefit. Indemnification under C.R.S. 7-109-102
in connection with a proceeding by or in the right of the corporation is limited
to reasonable expenses incurred in connection with the proceeding.
II-1
C.R.S.
7-109-103 provides that a corporation must indemnify a director who is wholly
successful, on the merits or otherwise, in the defense of any proceeding brought
against him in his capacity as a director, against reasonable expenses incurred
by the director in connection with the proceeding.
C.R.S.
7-109-104 provides that a company may pay the costs incurred by any person
entitled to indemnification in defending a proceeding as such costs are incurred
and in advance of the final disposition of a proceeding; provided however, that
the company must pay such costs only upon receipt of a written affirmation of
the director’s good faith belief that he met the appropriate standard of
conduct, a written undertaking by or on behalf of such person to repay the
advance if it is ultimately determined that the director did not meet the
standard of conduct, and after a determination is made that indemnification is
not precluded.
C.R.S.
7-109-105 provides that unless otherwise provided in the articles of
incorporation, a director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice the court considers necessary, may order indemnification in the
following manner: If it determines that the director is entitled to mandatory
indemnification, the court shall order indemnification, in which case the court
shall also order the corporation to pay the director's reasonable expenses
incurred to obtain court-ordered indemnification. If the court
determines that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director met the appropriate standard of conduct or was adjudged liable under
the circumstances, the court may order such indemnification as the court deems
proper; except that the indemnification with respect to any proceeding in which
liability shall have been adjudged in connection with a proceeding regarding the
right of the corporation or derivation of an improper benefit is limited to
reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.
C.R.S.
7-109-106 provides that a corporation may not indemnify a director unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the appropriate standard of conduct. A corporation
shall not advance expenses to a director under section 7-109-104 unless
authorized in the specific case after the required written affirmation and
undertaking are received and the determination has been made.
The
determinations required by C.R.S. 7-109-106 must be made:
(a) By
the board of directors by a majority vote of those present at a meeting at which
a quorum is present, and only those directors not parties to the proceeding
shall be counted in satisfying the quorum; or
(b) If a
quorum cannot be obtained, by a majority vote of a committee of the board of
directors designated by the board of directors, which committee shall consist of
two or more directors not parties to the proceeding; except that directors who
are parties to the proceeding may participate in the designation of directors
for the committee.
If a
quorum cannot be obtained as contemplated in paragraph (a) above, and a
committee cannot be established under paragraph (b) above, or, even if a quorum
is obtained or a committee is designated, if a majority of the directors
constituting such quorum or such committee so directs, the determination
required shall be made:
(a) By
independent legal counsel selected by a vote of the board of directors or the
committee in the manner described above or, if a quorum of the full board cannot
be obtained and a committee cannot be established, by independent legal counsel
selected by a majority vote of the full board of directors; or
(b) By
the shareholders.
C.R.S.
7-109-107 provides that an officer is entitled to a mandatory indemnification
and is entitled to apply for court-ordered indemnification to the same extent as
a director. Also, a corporation may indemnify and advance expenses to
an officer, employee, fiduciary or agent of the corporation to the same extent
as to a director, or to a greater extent, if not inconsistent with public
policy, the corporation’s bylaws, actions of the board of directors or
shareholders, or contract.
II-2
C.R.S.
7-109-108 provides that a corporation may purchase and maintain insurance on
behalf of a person who is or was a director, officer, employee, fiduciary, or
agent of the corporation, or who, while a director, officer, employee,
fiduciary, or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, fiduciary, or
agent of another domestic or foreign entity or of an employee benefit plan,
against liability asserted against or incurred by the person in that capacity or
arising from the person's status as a director, officer, employee, fiduciary, or
agent, whether or not the corporation would have power to indemnify the person
against the same liability under another section.
Insofar
as indemnification for liabilities arising under the Securities Act, as amended,
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer, or
controlling person connected with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
ITEM
15. RECENT SALES OF UNREGISTERED SECURITIES
Except as
otherwise noted, all of the following shares were issued and options and
warrants granted pursuant to the exemption provided for under Section 4(2) of
the Securities Act as a “transaction not involving a public
offering”. No commissions were paid, and no underwriter participated,
in connection with any of these transactions. Each such issuance was made
pursuant to individual contracts which are discrete from one another and are
made only with persons who were sophisticated in such transactions and who had
knowledge of and access to sufficient information about the Company to make an
informed investment decision. Among this information was the fact that the
securities were restricted securities.
Fiscal
Year 2008
The
following represents a detailed analysis of the 2008 Common stock
transactions.
Fusion
Capital Transaction
On
November 1, 2007, we signed a common stock Purchase Agreement with Fusion
Capital Fund II, LLC, an Illinois limited liability Company (“Fusion”) providing
for the sale of up to $21 million of common stock to Fusion. Upon signing the
agreement, we received $1,000,000 from Fusion as an initial purchase under the
$21 million commitment in exchange for 3,333,332 shares of our common stock. The
shares were issued in a transaction exempt from registration pursuant to Section
4(2) of the Securities Act. Concurrently with entering into the common stock
purchase agreement, we entered into a registration rights agreement with
Fusion. On January 18, 2008, we filed a Form S-1 with the SEC seeking
to register 48,650,000 shares related to our financing agreements with Fusion
and Cumorah Capital. The registration was declared effective by the
SEC on April 10, 2008.
Cumorah
Capital Transaction
On
January 16, 2008, Cumorah Capital purchased 8,650,000 shares of the Company’s
restricted common stock in a private transaction for total proceeds of
$2,500,000.
Wharton
Settlement Agreement
On May
30, 2008, XsunX and Wharton whole name entered into a Settlement Agreement
pursuant to which XsunX agreed to provide Wharton with 875,000 shares of its
common stock. Subject to the fulfillment of the requirements of Rule 144 of the
Securities Act, Wharton agreed not to sell or transfer more than 250,000 shares
monthly. The Company also agreed to a $100,000 cash payment to be paid in four
(4) monthly installments of $25,000 each. As of September 30, 2008, all
securities and cash payment required under the Settlement Agreement had been
provided to Wharton.
II-3
Fiscal
Year 2009
In
the fiscal period ended September 30, 2009, there was a placement of our common
stock pursuant to the registration statement declared effective by the SEC on
April 10, 2008. Pursuant to such registration statement, we sold
3,000,000 shares of common stock at a price of $0.20 each, for total proceeds of
$600,000 to Fusion Capital Fund II, LLC. Pursuant to such registration
statement, the Company has sold to Fusion through September 30, 2009, a total of
approximately 18,347,581 shares for a total investment of
$5,808,723. These shares were sold at various pricing between $0.405
and $0.20 per share. The registration statement is currently not
available for use for sales to Fusion.
Through
private placements, on September 8th and 23, 2009, which were made in
reliance upon an exemption from registration under rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, we issued
1,129,483 and then 5,000,000 restricted shares of common stock
respectively, as defined in Rule 501(a) of Regulation D as promulgated by
the SEC, for gross cash proceeds of $70,000 on September 8, 2009, and gross cash
proceeds of $350,000 on September 23, 2009.
Issuance
of Shares for Services
For the
fiscal period ended September 30, 2009, the Company issued a total of 1,062,690
shares of its restricted common stock in connection with service agreements to
provide various marketing, and consulting services to the Company as
follows:
In
November 2008, the Company issued 50,000 shares of its restricted common stock
in connection with a service agreement to provide marketing and financing
service to the Company. The shares were valued at $0.22 per share,
the share price on the date the agreement was reached. The service
agreement ended on December 31, 2008.
In August
2009, the Company issued 76,976 shares of its restricted common stock as payment
for $10,500 in accrued service fees in connection with a service agreement to
provide marketing and public relations services to the Company. The
shares were valued at $0.1364 per share, the average share price between the
period May 1, 2009 and August 30, 2009 in which the fees were accrued and
services were rendered.
In August
2009, the Company issued 900,000 shares of its restricted common stock in
connection with a service agreement to provide marketing and public relations
services to the Company. The shares were valued at $0.12 per share,
the share price on the date the agreement was reached. The service
provider has agreed not to sell or transfer the shares prior to September
2010.
In
September 2009, the Company issued 35,714 shares of its restricted common stock
in connection with a service agreement to provide marketing and financing
service to the Company. Subject to the service agreement the shares
were valued at $5,000.
Interim
Period Since End of Fiscal 2009
On
October 16, 2009, the Company accepted an offer for the sale of 2,556,818 shares
of its restricted common stock in a private placement for cash proceeds of
$225,000. The shares were issued in a transaction exempt from registration
pursuant to Section 4(2) of the Securities Act.
On
November 16, 2009 the Company issued 53,789 shares of its common restricted
stock for services related to marketing and public relations valued at $10,000
dollars. The shares were issued in a transaction exempt from registration
pursuant to Section 4(2) of the Securities Act.
On
December 31, 2009 the Company accepted an offer for the sale of 1,000,000 shares
of its restricted common stock in a private placement for cash proceeds of
$88,000. The shares were issued in a transaction exempt from registration
pursuant to Section 4(2) of the Securities Act.
On March
17, 2010 the Company accepted an offer for the sale of 2,000,000 shares of its
restricted common stock in a private placement for cash proceeds of $150,000.
The shares were issued in a transaction exempt from registration pursuant to
Section 4(2) of the Securities Act.
In March
2010, the Company issued 139,424 shares of its restricted common stock in
connection with a service agreement to provide marketing and financing service
to the Company. Subject to the service agreement the shares were
valued at $22,500. The shares were issued in a transaction exempt from
registration pursuant to Section 4(2) of the Securities Act.
II-4
In March
2010, the Company agreed to issue up to $5,000,000 shares of common stock to LPC
pursuant to the Purchase Agreement, 5,000,000 shares of which have been issued.
The Company also agreed to issue an additional 2,500,000 shares of common stock
to LPC under the Purchase Agreement as Commitment Shares, 1,250,000 of which
have been issued. See “Selling Stockholder” herein.
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.
II-5
ITEM
16. EXHIBITS
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Exhibit No.
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Description of Exhibit
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3.1
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Articles
of Incorporation (1)
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3.2
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Bylaws
(2)
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5.1
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Opinion
re: Legality (6)
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10.1
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XsunX
Plan of Reorganization and Asset Purchase Agreement, dated September 23,
2003 (3)
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10.2
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XsunX
2007 Stock Option Plan, dated January 5, 2007 (4)
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10.3
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MVSystems,
Inc. Non-Exclusive License and Cross-License Agreement, dated May 30, 2008
(5)
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10.4
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Form
of Employment Retention agreement between the Company and Robert Wendt,
dated September 1, 2009 (9)
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10.5
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Form
of Stock Sale Agreement used in connection with the sale of equity to
accredited investors totaling 6,000,000 shares of common stock
(9)
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10.6
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Form
of Stock Option Agreement used in connection with the issuance of Options
to employees in the fiscal year ended September 30, 2009
(9)
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10.7
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Lease
Termination and Mutual Release of Claims, dated August 27, 2009 between
the Company and Merix Corporation (9)
|
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10.8
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Promissory
Note in the amount of $456,920.66, dated August 27, 2009 between the
Company and Merix Corporation (9)
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10.9
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Form
of Professional Services Agreement between Orion and the Company, dated
March 9, 2009 (9)
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10.10
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Sencera
LLC, Separation Agreement, dated June 13, 2008 (7)
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|
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10.11
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Lincoln
Park Capital Fund, LLC, Stock Purchase Agreement, dated March 30, 2010
(8)
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|
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10.12
|
Lincoln
Park Capital Fund, LLC, Registration Rights Agreement, dated March 30,
2010 (8)
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23.1
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Consent
of HJ Associates and Consultants, LLP (10)
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23.2
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Consent
of Stark Winter Schenkein & Co. LLP (10)
|
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23.3
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Consent
of Michael Littman, Esq. (included in Exhibit
5.1)
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(1)
|
Incorporated
by reference to Registration Statement Form 10SB12G #000-29621dated
February18,
2000 and by reference to exhibits included with the Company’s prior Report
on Form 8-K/A filed with the Securities and Exchange Commission dated
October 29, 2003.
|
|
(2)
|
Incorporated
by reference to Registration Statement Form 10SB12G #000-29621 filed with
the Securities and Exchange Commission dated February 18,
2000.
|
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(3)
|
Incorporated
by reference to exhibits included with the Company’s prior Report on Form
8-K/A filed with the Securities and Exchange Commission dated October 29,
2003.
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(4)
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Incorporated
by reference to exhibits included with the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission dated January
5, 2007.
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(5)
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Incorporated
by reference to exhibits included with the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission dated June 6,
2008.
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II-6
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(6)
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Provided
herewith.
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(7)
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Incorporated
by reference to exhibits included with the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission dated June 17,
2008.
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(8)
|
Incorporated
by reference to exhibits included with the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission dated April 1,
2010.
|
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(9)
|
Incorporated
by reference to exhibits included with the Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission on January 13,
2010.
|
|
(10)
|
Previously
filed with the Company’s Amendment No. 1 to Form S-1, filed with the
Securities and Exchange Commission on June 10,
2010.
|
ITEM
17. UNDERTAKINGS
The
undersigned registrant hereby undertakes:
1. To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To
include any prospectus required by Section 10(a) (3) of the Securities Act of
1933;
(b) To
reflect in the prospectus any facts or events arising after the effective date
of this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospects filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in the volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
(c) To
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in the registration statement.
2. That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To
remove from registration by means of a post-effective amendment any of the
securities being registered hereby which remain unsold at the termination of the
offering.
4. For
determining liability under the Securities Act of 1933 to any purchaser, if the
undersigned registrant is subject to Rule 430C, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or made in any
such document immediately prior to such date of first use.
II-7
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Aliso Viejo, state of
California, on June 25, 2010.
|
XSUNX,
INC.
|
||
|
By:
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/s/ Tom Djokovich
|
|
|
Name:
|
Tom
Djokovich
|
|
|
Title:
|
Chief
Executive Officer, Principal Executive Officer, Principal Financial
Officer and Principal Accounting
Officer
|
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated below:
|
Signatures
|
Title
|
Date
|
||
|
/s/ Tom Djokovich
|
Chief
Executive Officer, Principal Executive Officer, Principal Financial and
Accounting Officer, and Director
|
June
25, 2010
|
||
|
Tom
Djokovich
|
(Principal
Executive Officer and Principal Accounting Officer)
|
|||
|
/s/ Joseph Grimes
|
President,
Chief Operating Officer and Director
|
June
25, 2010
|
||
|
Joseph
Grimes
|
||||
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/s/ Thomas Anderson
|
Director
|
June
25, 2010
|
||
|
Thomas
Anderson
|
||||
|
/s/ Oz Fundingsland
|
Director
|
June
25, 2010
|
||
|
Oz
Fundingsland
|
||||
|
/s/Michael Russak
|
Director
|
June
25, 2010
|
||
|
Michael
Russak
|
II-8