SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________ )(1)
XSUNX, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
98385L 10 2
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(CUSIP Number)
65 Enterprise, Aliso Viejo, CA 92656
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September, 30, 2003
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tom M. Djokovich
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
1,000,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,978,000 (Partnership) - Djokovich Limited Partnership
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,000,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
16,978,000 (Partnership)- Djokovich Limited Partnership
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,978,000 (Partnership)
1,000,000 Tom Djokovich (Directly)
________________________________________________________________________________
________________________________________________________________________________
Item 1. Security and Issuer.
This schedule relates to the acquisition of beneficial ownership of Common Stock
of XsunX, Inc. (hereinafter the "Company"), of which Reporting Person purchased
17,978,000 shares of common stock from Company on September 30, 2003. Such
shares, are the subject of this report.
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Item 2. Identity and Background.
(a) Name: ("Reporting Person")
TOM M. DJOKOVICH, President and Chief Executive Officer as of September 30,
2003;
Board of Director Nominee:
Mr. Djokovich was the founder and served from 1995 to 2002 as the Chief
Executive Officer of Accesspoint Corporation, a vertically integrated provider
of electronic transaction processing and e-business solutions for merchants.
Under Mr. Djokovich's guidance, Accesspoint became a member of the
Visa/MasterCard association, the national check processing association NACHA,
and developed one of the payment industry's most diverse set of network based
transaction processing, business management and CRM systems for both Internet
and conventional points of sale. During his tenure, Accesspoint became an early
adopter of WAP based e-commerce capabilities and the industry's first certified
Level 1 Internet payment processing engine. In his last year as executive
manager, Accesspoint grew its processing revenues by over 800% and overall
revenues by nearly 300%. Prior to Accesspoint, Mr. Djokovich founded TMD
Construction and Development in 1979. TMD provided effective cost management of
multimillion-dollar projects incorporating at times hundreds of employees,
subcontractors and international material acquisitions for commercial,industrial
and custom residential construction services as a licensed building firm in
California. In 1995 Mr. Djokovich developed an early Internet based
business-to-business ordering system for the construction industry. Mr.
Djokovich also currently serves as a Director for Roaming Messenger, Inc., a
publicly reporting company that provides a breakthrough software solution for
delivering real-time actionable information for Homeland Security, emergency
response, military and enterprise applications.
(b) Address: 65 Enterprise
Aliso Viejo, CA 92656
(c) Occupation: Executive
(d) The reporting person nor its officers, directors, or principals
have not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations.)
(e) The reporting person has not, during the last five years, been
subject to or party to a civil proceeding regarding any
violation of state or federal securities laws, nor has any
judgment, decree, or order of any type been entered against
reporting person.
(f) Citizenship: USA
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Item 3. Source and Amount of Funds or Other Consideration.
Reporting Person purchased the shares from Brian Altounian for a purchase price
of $72,000 which is evidenced by a Promissory Note due and payable in 3 year.
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Item 4. Purpose of Transaction.
The ownership which is the subject of this Schedule was acquired by Reporting
Person as part of a Plan & Agreement of Reorganization with XOPTIX , Inc. Other
than the transaction for which this report is filed, Reporting Person has no
further plans which relate to or would result in any of the following.
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company except
for the XOPTIX, Inc. transaction mentioned above.
(b) Any extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Company or any of
its subsidiaries, except the acquisition of the XOPTIX assets,
pursuant to the Plan & Agreement of Reorganization with XOPTIX,
Inc.
(c) A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
(d) Reporting person is aware of the announced change of directors,
pursuant to on 8K for the Company Notice of which change is to
be sent to shareholders on a Schedule 14f Notice pursuant to the
Securities & Exchange Act of 1934;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Reporting Person is aware of no further acquisition of control
by anyone at this date;
(g) Changes in the Company's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; provided,
however, that the Reporting Person may exercise as yet ungranted
options to acquire Common Stock of the Company in his discre-
tion, which exercise may have the effect of impairing or imped-
ing the acquisition of control by a third party;
(h) Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Company become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1934; or
(j) Not applicable
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Item 5. Interest in Securities of the Issuer.
(a) As of the date of the filing of this Schedule, Reporting Person
is deemed to beneficially own 17,978,000 shares of Common Stock
of the Company, representing 16% of the issued and outstanding
Common Stock. Prior to the share exchange transaction, Reporting
Person owned no shares of registrant.
(b) Reporting Person has sole power to vote and dispose of 1,000,000
shares of common stock of Registrant which constitute .009% of
the issued and outstanding shares as of this date, and shared
dispositive and voting power over 16,978,000 shares as a
beneficial owner of the Djokovich Limited Partnership.
(c) None
(d) Not Applicable
(e) Not Applicable
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no other contracts, arrangements, understandings, or relationships of
the type required to be disclosed under this Item between the Reporting Person
and any other person, except as described in this Report, and in the Plan &
Agreement of Reorganization attached hereto and Incorporation herein.
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Item 7. Material to be Filed as Exhibits.
10.1 Plan & Agreement of Reorganization (XOPTIX, Inc.)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 23 , 2003
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(Date)
/s/ Tom Djokovich
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(Signature)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).