SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 27, 2013
XSUNX, INC.
(Exact name of registrant as specified in its charter)
Colorado
000-29621
84-1384159
(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No)
of incorporation)
65 Enterprise, Aliso Viejo, CA 92656
(New address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 330-8060
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation.
On August 15, 2013, XSUNX, Inc. (“the Company”) amended its Articles of Incorporation to increase it authorized shares of common stock from 500,000,000 shares to 2,000,000,000 shares and the full form of the Amendment is attached hereto as Exhibit 3.1(i).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 27, 2013, our Board of Directors approved an amendment to our Articles of Incorporation (the “Amendment”) to increase our authorized shares of Common Stock from 500,000,000 shares to 2,000,000,000 shares.
Our majority stockholder, Mr. Djokovich submitted a written consent approving such amendment to the Article of Incorporation in lieu of a special meeting to the shareholders on July 1, 2013, to be effective upon the filing of an amendment to our Articles of Incorporation with the Secretary of State of Colorado. As of June 28, 2013, the date of the shareholder vote, Mr. Djokovich held 14,493,000 shares of the Company's common stock and 5,000 shares of the Company’s Series A Preferred stock representing the voting equivalent of 239,851,377 shares of common stock or approximately 63.85% of the Company's voting stock. The remaining outstanding shares of common stock are held by approximately 16,000 other shareholders.
Item 9.01 Financial Statements and Exhibits.
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibit.
The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
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EXHIBIT NO. |
DESCRIPTION |
LOCATION |
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3.1(i) |
Amendment to Articles of Incorporation |
Provided herewith |
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CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF XSUNX, INC.
The undersigned President and Secretary of XSUNX, INC., a Colorado corporation (the “Corporation”) does hereby certify that:
The Shareholders of said corporation holding at least a majority of the voting power provided written consent of stockholders in lieu of a special meeting of the Corporation on June 28, 2013, adopting resolutions approved by the Board of Directors to amend the Articles of Incorporation, as follows:
ARTICLE IV
ARTICLE IV Section 1 is hereby amended as follows:
Section 1. Classes and Shares Authorized. The authorized capital stock of the corporation shall be 2,000,000,000 shares of Common Stock no par value and 50,000,000 shares of Preferred Stock, $.01 par value.
The amendments to the Articles of Incorporation were approved by the Board of Directors on June 27, 2013.
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XSUNX, INC. |
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Date Filed: August 19, 2013 |
By: |
/s/ Tom M. Djokovich |
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Tom M. Djokovich, President and Secretary |
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WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF A SPECIAL MEETING OF XSUNX, INC.
A Colorado Corporation
The undersigned, being stockholder(s) of XSUNX, INC., a Colorado corporation (" Company "), does hereby consent, in writing, to the adoption of the following resolution:
Approval of Actions
NOW THEREFORE, the holder(s) listed and signatory hereto below representing the majority of stockholder(s) of the Company, (“Majority Stockholders”), of record, holding 14,493,000 shares of the Company's common stock and 5,000 shares of the Company’s Series A Preferred stock representing the voting equivalent of 239,851,377 shares of common stock or approximately 63% of the Company's voting stock, hereby approve an amendment to Article 4, Section 1 of the Company’s articles of incorporation (the “ Amendment ”) to (i) increase the authorized shares of Common Stock from 500,000,000 shares, no par value, to 2,000,000,000 shares, no par value.
FURTHER RESOLVED, that the actions of the officers of the Company heretofore performed in furtherance of the above resolution, be, and hereby are, approved, ratified and adopted in full.
IN WITNESS WHEREOF, the undersigned have executed this written consent as of the date hereof pursuant to applicable provisions of the Colorado Corporations Code.
Effective as of the 1st day of July 2013.
By: /s/ Tom M. Djokovich
Tom M. Djokovich, stockholder
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