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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-KSB
 
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended September 30, 2006
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-50775
 XENONICS HOLDINGS, INC.
  
 Nevada
    
    84-1433854(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)2236 Rutherford Road, Suite 123Carlsbad, California
    
    92008-7297(Address of principal executive offices)
    
    (Zip Code)
 (760) 438-4004
   þ o
 o
 o þ
    o þ




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##### 



TABLE OF CONTENTS
 PART IITEM 1.
    
    DESCRIPTION OF BUSINESS
    
    
    4ITEM 2.
    
    DESCRIPTION OF PROPERTY
    
    
    9ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    9ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    10PART IIITEM 5.
    
    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
    
    
    11ITEM 6.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
    
    
    13ITEM 7.
    
    FINANCIAL STATEMENTS
    
    
    F1ITEM 8.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    26ITEM 8A.
    
    CONTROLS AND PROCEDURES
    
    
    26ITEM 8B.
    
    OTHER INFORMATION
    
    
    26PART IIIITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE
ACT
    
    
    27ITEM 10.
    
    EXECUTIVE COMPENSATION
    
    
    27ITEM 11.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    27ITEM 12.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    27ITEM 13.
    
    EXHIBITS
    
    
    28ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    31EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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Introductory Comment
  Forward-Looking Statements
  - 3 -




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PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS
 Overview
     History
    - 4 -




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Our Products
 ext ° ° ext
  NightHunter
 NightHunterII
 NightHunter ext ext ext ext
  SuperVision
 - 5 -




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The Markets
  Military Forces, of the United States and Foreign Allies
   U.S. Department of Homeland Security
  U.S. Law Enforcement and Fire, Search & Rescue
  Sales & Marketing
  - 6 -




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Manufacturing
 ext
  - 7 -




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Competition
   Regulation
  Intellectual Property
  - 8 -




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Research and Development
    Employees
  
 ITEM 2. DESCRIPTION OF PROPERTY
  
 ITEM 3. LEGAL PROCEEDINGS
  - 9 -




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  - 10 -




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PART II
 
 ITEM 5. Market for Common Equity and Related Stockholder Matters
  Year ended September 30, 2006
    
    High
    
    LowFirst Quarter
    
    
    2.60
    
    
    
    1.52Second Quarter
    
    
    2.50
    
    
    
    1.37Third Quarter
    
    
    2.45
    
    
    
    1.42Fourth Quarter
    
    
    2.18
    
    
    
    1.40
 Year ended September 30, 2005
    
    High
    
    LowFirst Quarter
    
    
    12.25
    
    
    
    3.25Second Quarter
    
    
    8.00
    
    
    
    4.00Third Quarter
    
    
    5.00
    
    
    
    2.05Fourth Quarter
    
    
    3.70
    
    
    
    1.60
  Dividends
  Repurchase of Securities
  Recent Sales of Unregistered Securities
  Equity Compensation Plan Information
  - 11 -




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Number of securities
    
    
    
    
    
    Number of securitiesto be issued upon
    
    Weighted-average
    
    remaining available forexercise of
    
    exercise price of
    
    future issuance underoutstanding options,
    
    outstanding options,
    
    equity compensation plansPlan Category
    
    and rights
    
    and rights
    
    (excluding column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    1,726,000
    
    
    $
    2.50
    
    
    
    769,000Equity compensation
plans not approved
by security holders
    
    
    938,000
    
    
    $
    1.79
    
    
    
    Total
    
    
    2,664,000
    
    
    $
    2.25
    
    
    
    769,000
    - 12 -




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ITEM 6. Managements Discussion and Analysis or Plan of Operation
 Forward-Looking Statements
  Overview
      - 13 -




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How We Generate Revenue
    Trends in Our Business
   Critical Accounting Policies and Estimates
  - 14 -




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Accounts Receivable
 Tax Valuation Allowance
 Inventory Valuation
  Results of Operations
 Twelve-months ended September 30, 2006 compared to September 30, 2005
 Revenues:
  - 15 -




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Cost of Goods and Gross Profit:
   Selling, General and Administrative:
 - 16 -




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Engineering, Research & Development:
 Other Income / Expense:
 Provision for Income Taxes:
 Liquidity and Capital Resources
     - 17 -




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-
  2011Contractual Obligations
    
    Total
    
    2007
    
    2008
    
    2009
    
    2010
    
    and thereafterLong-Term Office Lease
    
    $
    228,000
    
    
    $
    108,000
    
    
    $
    111,000
    
    
    $
    9,000
    
    
    
    
    
    
    
    
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RISK FACTORS
 An investment in our common stock is subject to a high degree of risk. The risks
described below should be carefully considered, as well as the other information contained in this
annual report and in the documents incorporated herein by reference. If any of the following risks
actually occurs, our business, financial condition, results of operations and business prospects
could be materially and adversely affected. In such event, the trading price of our common stock
would likely decline.
 Risks Related to Our Business
 We have a limited operating history, which makes it difficult for investors to evaluate our
business prospects.
  Fluctuations in our quarterly and annual operating results make it difficult to assure
future positive cash flows from operations.
  The loss of any one of our major customers would have an adverse effect on our revenue.
  - 19 -




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The loss of contracts with U.S. government agencies would adversely affect our revenue.
  Potential customers may prefer our competitors technology and products.
   Because we have limited marketing and sales experience in the illumination products
marketplace, we may be unable to compete successfully against other companies that have a history
and track record in the high-intensity lighting marketplace.
  - 20 -




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The loss of any of our key personnel could adversely affect our business.
  The interests of our current stockholders will be diluted if we seek additional equity
financing in the future, and any debt financing that we seek in the future will expose us to the
risk of default and insolvency.
 .
 We are subject to government regulation which may require us to obtain additional licenses
and could limit our ability to sell our products outside the United States.
  We may experience production delays if suppliers fail to deliver materials to us, which could
reduce our revenue.
  Our operations involve evolving products and technological change, which could make our products
obsolete.
  - 21 -




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We may not have adequate protection of our intellectual property, which could result in a
reduction in our revenue if our competitors are able to use our intellectual property or if we lose
our rights to the NighthunterII or SuperVision patent application.
   Because we currently only have a single line of products, any delay in our ability to market, sell
or ship these existing products would adversely affect our revenue.
 EXT
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Because we depend on a single manufacturer to make our NightHunterII products, any failure by the
manufacturer to honor its obligations to us will impair our ability to deliver our products to
customers.
 -
  Risks Related to Our Common Stock
 Because our stock is thinly traded, you may be unable to sell your shares at an adequate price
or at all
  If securities or industry analysts do not publish research reports about our business or if
they downgrade our stock, the price of our common stock could decline.
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Anti-takeover provisions in our articles of incorporation could adversely affect the value
of our common stock.
  The future issuance of additional common and preferred stock could dilute existing
stockholders.
   -
    
    exercising voting, redemption and conversion rights to the detriment of the
holders of common stock;-
    
    receiving preferences over the holders of common stock or surplus funds in the
event of our dissolution or liquidation;-
    
    delaying, deferring or preventing a change in control of our company; and-
    
    discouraging bids for our common stock.
 There has been, and may continue to be, significant volatility in our stock price and, as a
result, you may be unable to sell your shares for more than your purchase price.
  We do not plan to pay any cash dividends on our common stock.
  - 24 -




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The exercise of outstanding stock options and warrants would dilute the ownership interests
of our existing stockholders and could cause our stock price to decline.
  Future sales of common stock by our existing stockholders and option and warrant holders could
cause our stock price to decline.
    - 25 -




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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
 XENONICS HOLDINGS, INC.
 Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Financial Statements:Balance Sheet as of September 30, 2006
    
    
    F-3Statements of Operations for the years ended September 30, 2006 and 2005
    
    
    F-4Statements of Shareholders Equity for the years ended September 30, 2006 and 2005
    
    
    F-5Statements of Cash Flows for the years ended September 30, 2006 and 2005
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7
 F-1




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 
 F-2




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CONSOLIDATED BALANCE SHEET
 September 30,2006in thousands, except per share amountsAssetsCurrent assets:Cash
    
    $
    99Accounts receivable, net of allowance for doubtful accounts of $0
    
    
    2,194Inventories, net
    
    
    605Other current assets
    
    
    96Total Current Assets
    
    
    2,994Equipment, furniture and fixtures at cost, less accumulated
depreciation of $83
    
    
    46Other non-current assets
    
    
    25Total Assets
    
    $
    3,065Liabilities and Shareholders EquityCurrent liabilities:Accounts payable and accrued expense
    
    $
    561Accrued payroll and related taxes
    
    
    96Other current liabilities
    
    
    8Total Current Liabilities
    
    
    665Commitments and contingencies (Note 11)Shareholders equity:Preferred shares, $0.001 par value, 5,000 shares authorized,
0 shares issued and outstanding
    
    
    Common shares, $0.001 par value, 50,000 shares authorized,
16,904 shares issued and 16,791 shares outstanding
    
    
    17Additional paid-in capital
    
    
    17,312Accumulated deficit
    
    
    (13,973
    )3,356Less treasury stock, at cost, 113 shares
    
    
    (306
    )Less subscription receivable
    
    
    (650
    )Total Shareholders Equity
    
    
    2,400Total Liabilities and Shareholders Equity
    
    $
    3,065
 The accompanying notes are
an integral part of these
consolidated financial
statements.
 F-3




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CONSOLIDATED STATEMENTS OF OPERATIONS
 Year endedSeptember 30,2006
    
    2005in thousands, except per share amountsRevenue
    
    $
    4,833
    
    
    $
    4,434Cost of goods sold (including write down of excess
inventory of $1,953 in 2005)
    
    
    2,048
    
    
    
    4,431Gross profit
    
    
    2,785
    
    
    
    3Selling, general and administrative
    
    
    3,714
    
    
    
    4,884Engineering, research and development
    
    
    576
    
    
    
    504Loss from operations
    
    
    (1,505
    )
    
    
    (5,385
    )Other expense, net:Interest income
    
    
    26
    
    
    
    22Gain on settlement
    
    
    
    
    
    
    306Interest expense
    
    
    (4
    )
    
    
    (36
    )Other (expense) / income
    
    
    (3
    )
    
    
    6Loss before provision for income taxes
    
    
    (1,486
    )
    
    
    (5,087
    )Income tax / (benefit) provision
    
    
    2
    
    
    
    (49
    )Loss before minority interest
    
    $
    (1,488
    )
    
    $
    (5,038
    )Minority interest
    
    
    
    
    
    
    (34
    )Net loss
    
    $
    (1,488
    )
    
    $
    (5,004
    )Net loss per share:Basic and diluted
    
    
    (.09
    )
    
    
    (.33
    )Weighted average shares outstandingBasic and diluted
    
    
    16,044
    
    
    
    14,963
 The accompanying notes are an integral part of these consolidated financial statements.
 F-4




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CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 AdditionalCommon Stock
    
    Treasury Stock
    
    Paid-In
    
    Accumulated
    
    SubscriptionShares
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Deficit
    
    Receivable
    
    Totalin thousandsBalance at September 30, 2004
    
    
    14,167
    
    
    $
    14
    
    
    
    
    
    
    
    
    
    
    $
    10,540
    
    
    $
    (7,481
    )
    
    
    
    
    
    $
    3,073Options exercised
    
    
    495
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    123
    
    
    
    
    
    
    
    
    
    
    
    124Warrants exercised
    
    
    364
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    248
    
    
    
    
    
    
    
    
    
    
    
    248Issuance of common stock for services
    
    
    63
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    110Issuance of common stock in private placement, net of offering costs of $321
    
    
    500
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    2,178
    
    
    
    
    
    
    
    
    
    
    
    2,179Conversion of accrued royalties to common stock
    
    
    97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    
    
    
    
    
    
    
    
    400Gain on settlement
    
    
    
    
    
    
    
    
    
    
    (113
    )
    
    
    (306
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (306
    )Compensation charge for stock options issued to employees and directors
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    614
    
    
    
    
    
    
    
    
    
    
    
    614Issuance of warrants for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    328
    
    
    
    
    
    
    
    
    
    
    
    328Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,004
    )
    
    
    
    
    
    
    (5,004
    )Balance at September 30, 2005
    
    
    15,686
    
    
    $
    16
    
    
    
    (113
    )
    
    $
    (306
    )
    
    $
    14,541
    
    
    $
    (12,485
    )
    
    
    
    
    
    $
    1,766Issuance of common stock in private placement, net of offering costs of $115
    
    
    1,000
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1,534
    
    
    
    
    
    
    
    (650
    )
    
    
    885Warrants exercised
    
    
    218
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136
    
    
    
    
    
    
    
    
    
    
    
    136Compensation charge for stock options issued to employees and directors
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    560
    
    
    
    
    
    
    
    
    
    
    
    560Issuance of warrants for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    541
    
    
    
    
    
    
    
    
    
    
    
    541Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,488
    )
    
    
    
    
    
    
    (1,488
    )Balance at September 30, 2006
    
    
    16,904
    
    
    $
    17
    
    
    
    (113
    )
    
    $
    (306
    )
    
    $
    17,312
    
    
    $
    (13,973
    )
    
    $
    (650
    )
    
    $
    2,400
 The accompanying notes are an integral part of these consolidated financial statements.
 F-5




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CONSOLIDATED STATEMENTS OF CASHFLOWS
 Year endedSeptember 30,2006
    
    2005in thousandsCash flows from operating activities:Net loss
    
    $
    (1,488
    )
    
    $
    (5,004
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation
    
    
    13
    
    
    
    11Compensation charge for stock options issued to employees and directors
    
    
    560
    
    
    
    614Issuance of warrants for services
    
    
    541
    
    
    
    328Gain from settlement of common stock
    
    
    
    
    
    
    (306
    )Write down of excess inventory
    
    
    
    
    
    
    1,953Issuance of common stock for services
    
    
    
    
    
    
    110Minority interest in net loss of subsidiary
    
    
    
    
    
    
    (34
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,981
    )
    
    
    40Inventories
    
    
    601
    
    
    
    (2,237
    )Other current and non-current assets
    
    
    (14
    )
    
    
    106Accounts payable and accrued expense
    
    
    (47
    )
    
    
    (518
    )Accrued payroll and related taxes
    
    
    10
    
    
    
    (7
    )Other current liabilities
    
    
    2
    
    
    
    6Net cash used in operating activities
    
    
    (1,803
    )
    
    
    (4,938
    )Cash flows from investing activities:Purchases of equipment, furniture and fixtures
    
    
    (9
    )
    
    
    (26
    )Net cash used for investing activities
    
    
    (9
    )
    
    
    (26
    )Cash flows from financing activities:Proceeds from short-term borrowings
    
    
    
    
    
    
    1,305Repayment of short-term borrowings
    
    
    
    
    
    
    (1,305
    )Net proceeds from issuance of common stock net of expenses
    
    
    885
    
    
    
    2,179Proceeds in connection with the exercise of options and warrants
    
    
    136
    
    
    
    372Proceeds in connection with the exercise of warrants in subsidiary
    
    
    
    
    
    
    34Net cash provided by financing activities
    
    
    1,021
    
    
    
    2,585Decrease in cash
    
    
    (791
    )
    
    
    (2,379
    )Cash, beginning of period
    
    
    890
    
    
    
    3,269Cash, end of period
    
    $
    99
    
    
    $
    890Supplemental cash flow information:Cash paid during the year for income taxes
    
    $
    2
    
    
    $
    Cash paid during the year for interest
    
    $
    4
    
    
    $
    36Noncash transactions:Conversion of accrued royalties to common stock
    
    
    
    
    
    $
    400Subscription receivable
    
    $
    650
    
    
    
    
 The accompanying notes are an integral part of these consolidated financial statements
 F-6




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for per share amounts)
 1. OPERATIONS AND OTHER ORGANIZATIONAL MATTERS
     2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation
 Use of Estimates
 F-7




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Equipment and Leasehold Improvements 
 Long-Lived Assets
 Fair Value Of Financial Instruments 
 Inventories
 Revenue Recognition
 Advertising Costs
 Industry Segment And Geographical Data -
  Year endedSeptember 30,2006
    
    2005US Military
    
    
    96
    %
    
    
    91
    %US Border Patrol
    
    
    
    %
    
    
    3
    %International
    
    
    2
    %
    
    
    1
    %Other
    
    
    2
    %
    
    
    5
    %100
    %
    
    
    100
    %
 Cost of Goods Sold -
 Income Taxes
 F-8




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Loss Per Common Share -
  For the year ended2006
    
    2005Shares outstanding, beginning
    
    
    15,573
    
    
    
    14,167Weighted average shares issued
    
    
    471
    
    
    
    796Weighted average shares outstanding  Basic
    
    
    16,044
    
    
    
    14,963Effect of
dilutive securities
(stock options and warrants)
    
    
    
    
    
    
    Weighted
average shares outstanding  diluted
    
    
    16,044
    
    
    
    14,963
  2006
    
    2005Stock options and warrants
    
    
    5,154
    
    
    
    4,281
 Research and Development
 Stock Options Accounting for Stock-Based Compensation
 Major Concentrations 
   F-9




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Recent Accounting Pronouncements
  Accounting Changes ).
 Accounting for Uncertainty in Income
Taxes Accounting for Income Taxes
 Fair Value Measurements
 Employers Accounting for Defined Benefit
Pension and Other Postretirement Benefit Plans
 F-10




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3. FIXED ASSETS
  Estimated
    
    September 30,Useful Lives
    
    2006Computer equipment
    
    
    5
    
    
    $
    86Computer software
    
    
    5
    
    
    
    23Leasehold improvement
    
    
    7
    
    
    
    20129Less: accumulated depreciation and amortization
    
    
    
    
    
    
    83$
    46
 4. INVENTORIES
  September 30,2006Raw materials
    
    $
    145Work in process
    
    
    301Finished goods
    
    
    1,330Reserve for obsolescence
    
    
    (1,171
    )$
    605
 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
  September 30,2006Accounts payable
    
    $
    436Accrued expenses
    
    
    125$
    561
 6. SHAREHOLDERS EQUITY
  Common Stock
 ,
  F-11




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7. INCOME TAXES
  Year endedSeptember 30,2006
    
    2005Current provision:Federal
    
    $
    
    
    
    $
    28State
    
    
    2
    
    
    
    (77
    )$
    2
    
    
    $
    (49
    )
  September 30,2006
    
    2005Inventory reserve
    
    
    466
    
    
    
    782Stock compensation expense
    
    
    468
    
    
    
    256Warrant expense
    
    
    369
    
    
    
    154State taxes
    
    
    1
    
    
    
    Accumulated depreciation / amortization
    
    
    (21
    )
    
    
    (17
    )R&D credit
    
    
    237
    
    
    
    147Other
    
    
    56
    
    
    
    50Net operating loss carryforwards
    
    
    3,435
    
    
    
    2,9515,011
    
    
    
    4,323Valuation allowance
    
    
    (5,011
    )
    
    
    (4,323
    )Net deferred tax asset
    
    $
    
    
    
    $
    
 F-12




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##### Table of Contents



Year endedSeptember 30,2006
    
    2005Federal statutory rate
    
    
    ( 34.0
    %)
    
    
    ( 34.0
    %)State income taxes, net of federal income tax benefit
    
    
    (5.8
    %)
    
    
    (5.7
    %)Change in valuation allowance
    
    
    46.2
    %
    
    
    41.7
    %R&D credit carryforward
    
    
    (6.0
    %)
    
    
    (2.9
    %)Other
    
    
    (0.3
    %)
    
    
    (0.1
    %)0.1
    %
    
    
    (1.0
    %)
 8. MINORITY INTEREST
  9 . SIGNIFICANT CONTRACTS
    10. SAVINGS PLAN
  F-13




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##### Table of Contents



11. COMMITMENTS AND CONTINGENCIES
 Leases
  Factoring 
 Purchase Agreement with PerkinElmer, Inc . 
 Consulting
Agreements
 th
 th
  F-14




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##### Table of Contents



Employment Agreements 
  Litigation
  12. STOCK OPTIONS AND WARRANTS
  F-15




---



##### Table of Contents



2003 Stock Option Plan
     2004 Stock Option Plan 
     F-16




---



##### Table of Contents



Year ended September 30,2006
    
    
    
    
    
    2005Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    AverageOptions
    
    Exercise Price
    
    Options
    
    Exercise PriceOutstanding-beginning of period
    
    
    1,635
    
    
    $
    2.563
    
    
    
    1,245
    
    
    $
    0.958Granted
    
    
    106
    
    
    $
    1.722
    
    
    
    1,040
    
    
    $
    3.408Exercised
    
    
    
    
    
    
    
    
    
    
    (495
    )
    
    $
    0.250Forfeited
    
    
    (15
    )
    
    $
    3.750
    
    
    
    (155
    )
    
    $
    2.726Outstanding-end of period
    
    
    1,726
    
    
    $
    2.501
    
    
    
    1,635
    
    
    $
    2.563Exercisable at end of period
    
    
    982
    
    
    $
    2.083
    
    
    
    680
    
    
    $
    1.347Weighted-average fair value of options
granted during the period
    
    
    
    
    
    $
    1.125
    
    
    
    
    
    
    $
    1.550
  Options Outstanding
    
    Options Exercisableat September 30, 2006
    
    at September 30, 2006WeightedAverage
    
    Weighted-
    
    
    
    
    
    Weighted-Range of
    
    
    
    
    
    Remaining
    
    Average
    
    Number
    
    AverageExercise
    
    Number
    
    Contractual
    
    Exercise
    
    Vested and
    
    ExercisePrices
    
    Outstanding
    
    Life (Years)
    
    Price
    
    Exercisable
    
    Price$0.250 - $1.000
    
    
    545
    
    
    
    5.50
    
    
    $
    0.709
    
    
    
    545
    
    
    $
    0.709$1.870 - $2.850
    
    
    331
    
    
    
    3.86
    
    
    $
    1.882
    
    
    
    37
    
    
    $
    2.282$3.500 - $3.800
    
    
    805
    
    
    
    3.40
    
    
    $
    3.779
    
    
    
    370
    
    
    $
    3.778$5.750 - $6.000
    
    
    45
    
    
    
    4.00
    
    
    $
    5.917
    
    
    
    30
    
    
    $
    5.9171,726
    
    
    
    4.17
    
    
    $
    2.501
    
    
    
    982
    
    
    $
    2.083
 Stock Warrants 
   F-17




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##### Table of Contents



,
    Year ended September 30,2006
    
    
    
    
    
    2005Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    AverageWarrants
    
    Exercise Price
    
    Warrants
    
    Exercise PriceOutstanding-beginning of period
    
    
    2,646
    
    
    $
    1.193
    
    
    
    2,522
    
    
    $
    0.894Issued
    
    
    2,313
    
    
    $
    2.065
    
    
    
    488
    
    
    $
    2.359Exercised
    
    
    (218
    )
    
    $
    0.626
    
    
    
    (364
    )
    
    $
    0.683Canceled
    
    
    (1,313
    )
    
    $
    2.000
    
    
    
    
    
    
    
    Outstanding-end of period
    
    
    3,428
    
    
    $
    1.508
    
    
    
    2,646
    
    
    $
    1.193Exercisable-end of period
    
    
    3,178
    
    
    $
    1.375
    
    
    
    2,646
    
    
    $
    1.193
  Warrants Vested and Exercisableat September 30, 2006WeightedAverage
    
    Weighted-Range of
    
    Number
    
    Remaining
    
    AverageExercise
    
    Vested and
    
    Contractual
    
    ExercisePrices
    
    Exercisable
    
    Life (Years)
    
    Price$0.600 - $1.000
    
    
    1,763
    
    
    
    1.79
    
    
    $
    0.702$1.005 - $2.200
    
    
    1,290
    
    
    
    4.27
    
    
    $
    1.808$5.050 - $8.000
    
    
    125
    
    
    
    2.91
    
    
    $
    6.4103,178
    
    
    
    2.84
    
    
    $
    1.375
 F-18




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##### Table of Contents



13. SUBSEQUENT EVENTS
   F-19




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##### Table of Contents



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 8A. CONTROLS AND PROCEDURES
    
 ITEM 8B. OTHER INFORMATION
  - 26 -




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##### Table of Contents



PART III
 
 ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
  
 ITEM 10. EXECUTIVE COMPENSATION
  
 ITEM 11.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  - 27 -




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##### Table of Contents



ITEM 13. EXHIBITS
 ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Reorganization between Xenonics,
Inc. and Digital Home Theater Systems, Inc., dated July 23,
2003 (incorporated by reference to Exhibit 2.1 to the
Registration Statement on Form SB-2 of Xenonics Holdings, Inc.,
File No. 333-115324, filed on May 10, 2004).3.1
    
    Restated Articles of Incorporation of Xenonics Holdings,
Inc. (incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form SB-2 of Xenonics Holdings, Inc.,
File No. 333-123221, filed on March 9, 2005).3.2
    
    Bylaws of Xenonics Holdings, Inc., formerly known as
Digital Home Theater Systems, Inc. (incorporated by reference
to Exhibit 3.3 to Amendment No. 1 to the Registration Statement
on Form SB-2 of Xenonics Holdings, Inc., File No. 333-115324,
filed on June 30, 2004).10.1
    
    Lease between Xenonics, Inc. and SM/CT Partners, L.P.,
dated August 16, 2000 (incorporated by reference to Exhibit
10.3 to Amendment No. 1 to the Registration Statement on Form
SB-2 of Xenonics Holdings, Inc., File No. 333-115324, filed on
June 30, 2004).10.2
    
    1st Amendment to Lease Agreement, dated July
21, 2004, between Bay West Equities Carlsbad Research Center,
LLC and Xenonics, Inc. (incorporated by reference to Exhibit
10.11 to Amendment No. 3 to the Registration Statement on Form
SB-2 of Xenonics Holdings, Inc., File No. 333-115324, filed on
September 2, 2004).10.3
    
    PerkinElmer Manufacturing Terms and Conditions Agreement,
dated as of January 6, 2003, between Xenonics, Inc. and
PerkinElmer Electronics, Inc. (incorporated by reference to
Exhibit 10.7 to Amendment No. 4 to the Registration Statement
on Form SB-2 of Xenonics Holdings, Inc., File No. 333-115324,
filed on September 21, 2004; the Commission has granted
confidential treatment to selected portions of this document).10.4
    
    Agreement for the License and Transfer of Intellectual
Property Rights from Lightrays, Ltd. to Xenonics, Inc., dated
March 27, 1997, between Xenonics, Inc. and Lightrays, Ltd.
(incorporated by reference to Exhibit 10.9 to Amendment No. 2
to the Registration Statement on Form SB-2 of Xenonics
Holdings, Inc., File No. 333-115324, filed on August 16, 2004).10.5
    
    Amendment to Agreement for the License and Transfer of
Intellectual Property Rights, dated April 23, 1998, between
Xenonics, Inc. and Lightrays, Ltd. (incorporated by reference
to Exhibit 10.10 to Amendment No. 2 to the Registration
Statement on Form SB-2 of Xenonics Holdings, Inc., File No.
333-115324, filed on August 16, 2004).10.6
    
    Settlement Agreement and Mutual Release, dated as of
December 3, 2004, among Xenonics Holdings, Inc., Xenonics, Inc.
and Lightrays, Ltd. (incorporated by reference to Exhibit 10.1
to the Current Report on Form 8-K of Xenonics Holdings, Inc.
filed on December 8, 2004).10.7
    
    Engagement letter, dated March 1, 2004, as amended by
letters dated April 12, 2004 and May 18, 2004, between Bryant
Park Capital, Inc. and Xenonics Holdings, Inc. (incorporated by
reference to Exhibit 4.6 to Amendment No. 1 to the Registration
Statement on Form SB-2 of Xenonics Holdings, Inc., File No.
333-115324, filed on June 30, 2004).10.8
    
    Form of Indemnification Agreement entered into between
Xenonics Holdings, Inc. and its directors and certain officers
(incorporated by reference to Exhibit 10.1 to the Registration
Statement on Form SB-2 of Xenonics Holdings, Inc., File No.
333-115324, filed on May 10, 2004).*10.9
    
    Employment Agreement between Xenonics, Inc. and Alan P.
Magerman, dated January 1, 2003 (incorporated by reference to
Exhibit 10.5 to the Registration Statement on Form SB-2 of
Xenonics Holdings, Inc., File No. 333-115324, filed on May 10,
2004).*10.10
    
    Amendment dated April 15, 2005 to Employment Agreement
between Xenonics, Inc. and Alan P. Magerman (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K of
Xenonics Holdings, Inc. filed on April 21, 2005).*
 - 28 -




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##### Table of Contents



ExhibitNumber
    
    Description10.11
    
    Employment Agreement between Xenonics, Inc. and Jeffrey
Kennedy, dated January 1, 2003 (incorporated by reference to
Exhibit 10.6 to the Registration Statement on Form SB-2 of
Xenonics Holdings, Inc., File No. 333-115324, filed on May 10,
2004).*10.12
    
    2003 Stock Option Plan of Xenonics Holdings, Inc.
(incorporated by reference to Exhibit 10.4 to Amendment No. 1
to the Registration Statement on Form SB-2 of Xenonics
Holdings, Inc., File No. 333-115324, filed on June 30, 2004).*10.13
    
    Form of Option Agreement for the 2003 Stock Option Plan
(incorporated by reference to Exhibit 4.3 to the Registration
Statement on Form S-8 of Xenonics Holdings, Inc., File No.
333-125468, filed on June 3, 2005).*10.14
    
    2004 Stock Incentive Plan of Xenonics Holdings, Inc
(incorporated by reference to Exhibit 10.12 to Post-Effective
Amendment No. 1 to the Registration Statement on Form SB-2 of
Xenonics Holdings, Inc., File No. 333-115324, filed on February
17, 2005).*10.15
    
    Form of Option Agreement for the 2004 Stock Incentive Plan
(incorporated by reference to Exhibit 10.13 to the Registration
Statement on Form SB-2 of Xenonics Holdings, Inc., File No.
333-123221, filed on March 9, 2005).*10.16
    
    Form of Warrant Certificate of Xenonics Holdings, Inc.
(incorporated by reference to Exhibit 4.2 to the Registration
Statement on Form SB-2 of Xenonics Holdings, Inc., File No.
333-115324, filed on May 10, 2004).10.17
    
    Form of Participating Dealers Warrant Agreement, entered into
by Xenonics Holdings, Inc. and certain participating
broker-dealers on July 23, 2003 (incorporated by reference to
Exhibit 4.3 to the Registration Statement on Form SB-2 of
Xenonics Holdings, Inc., File No. 333-115324, filed on May 10,
2004).10.18
    
    Form of Stock Purchase Agreement entered into by Xenonics
Holdings, Inc. and certain investors in March 2004 in
connection with the purchase of common stock (incorporated by
reference to Exhibit 10.2 to the Registration Statement on Form
SB-2 of Xenonics Holdings, Inc., File No. 333-115324, filed on
May 10, 2004).10.19
    
    Form of Warrant to Purchase Common Stock of Xenonics Holdings,
Inc., dated April 26, 2004, issued to White Rock Capital
Partners, L.P. (incorporated by reference to Exhibit 4.4 to the
Registration Statement on Form SB-2 of Xenonics Holdings, Inc.,
File No. 333-115324, filed on May 10, 2004).10.20
    
    Form of Warrant to Purchase Common Stock of Xenonics Holdings,
Inc., dated April 26, 2004, issued to Texrock, Ltd.
(incorporated by reference to Exhibit 4.5 to the Registration
Statement on Form SB-2 of Xenonics Holdings, Inc., File No.
333-115324, filed on May 10, 2004).10.21
    
    Warrant Certificate, dated July 1, 2004, for the purchase of
25,000 shares of Xenonics Holdings, Inc. common stock, issued
to Neil G. Berkman Associates (incorporated by reference to
Exhibit 4.7 to Amendment No. 3 to the Registration Statement on
Form SB-2 of Xenonics Holdings, Inc., File No. 333-115324,
filed on September 2, 2004).10.22
    
    Form of Selling Stockholder and Securities Purchase Agreement,
dated as of January 17, 2005, entered into by and among
Xenonics Holdings, Inc. and the Selling Stockholders and the
Investors named therein (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K of Xenonics Holdings,
Inc. filed on January 18, 2005).10.23
    
    Form of Registration Rights Agreement, dated as of January 17,
2005, entered into among Xenonics Holdings, Inc. and the
Selling Stockholders and the Investors named therein
(incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K of Xenonics Holdings, Inc. filed on January
18, 2005).10.24
    
    Consulting Agreement, dated as of September 9, 2005 and
effective as of August 9, 2005, between Xenonics Holdings, Inc.
and Patriot Associates LLC (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K of Xenonics
Holdings, Inc. filed on September 14, 2005).
 - 29 -




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##### Table of Contents



ExhibitNumber
    
    Description10.25
    
    Amendment No. 1, dated as of October 19, 2005, Amendment No. 2
dated as of January 17, 2006, and Amendment No. 3 dated as of
May 11, 2006, each between Xenonics Holdings, Inc. and Patriot
Associates LLC, to the Consulting Agreement dated as of
September 9, 2005, between Xenonics Holdings, Inc. and Patriot
Associates LLC (incorporated by reference to Exhibit 10.1 to
the Current Reports on Form 8-K of Xenonics Holdings, Inc.
filed on October 24, 2005, January 17, 2006 and May 17, 2006,
respectively).10.26
    
    Letter dated September 29, 2006 from Xenonics Holdings, Inc. to
Patriot Associates LLC, regarding the termination of the
Consulting Agreement dated as of September 9, 2005 between
Xenonics Holdings, Inc. and Patriot Associates, LLC
(incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K of Xenonics Holdings, Inc. filed on October
5, 2006).10.27
    
    Warrant, dated September 9, 2005, issued by Xenonics Holdings,
Inc. to Patriot Associates LLC, for the purchase of 437,500
shares of the common stock of Xenonics Holdings, Inc.
(incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K of Xenonics Holdings, Inc. filed on
September 14, 2005).10.28
    
    Registration Rights Agreement, dated as of September 9, 2005,
between Xenonics Holdings, Inc. and Patriot Associates LLC
(incorporated by reference to Exhibit 10.3 to the Current
Report on Form 8-K of Xenonics Holdings, Inc. filed on
September 14, 2005).10.29
    
    Securities Purchase and Security Agreement dated as of April
13, 2006 between Xenonics Holdings, Inc. and The Norman Patriot
LLC (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K of Xenonics Holdings, Inc. filed on April
19, 2006).10.30
    
    Secured Promissory Note dated April 13, 2006, in the principal
amount of $650,000, given by The Norman Patriot LLC to Xenonics
Holdings, Inc. (incorporated by reference to Exhibit 10.2 to
the Current Report on Form 8-K of Xenonics Holdings, Inc. filed
on April 19, 2006).10.31
    
    Class A and Class B Warrants, dated April 13, 2006, issued by
Xenonics Holdings, Inc. to The Norman Patriot LLC for the
purchase of an aggregate of 500,000 shares of the common stock
of Xenonics Holdings, Inc. (incorporated by reference to
Exhibit 10.3 to the Current Report on Form 8-K of Xenonics
Holdings, Inc. filed on April 19, 2006).10.32
    
    Consulting Agreement dated as of September 5, 2006 between
Xenonics Holdings, Inc. and Third Coast Marketing, LLC
(incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K of Xenonics Holdings, Inc. filed on
September 11, 2006).10.33
    
    Warrant, dated September 5, 2006, issued by Xenonics Holdings,
Inc. to Third Coast Marketing, LLC for the purchase of an
aggregate of 500,000 shares of the common stock of Xenonics
Holdings, Inc. (incorporated by reference to Exhibit 10.2 to
the Current Report on Form 8-K of Xenonics Holdings, Inc. filed
on September 11, 2006).21.1
    
    List of subsidiaries of Xenonics Holdings, Inc.
(incorporated by reference to Exhibit 21.1 to the Registration
Statement on Form SB-2 of Xenonics Holdings, Inc., File No.
333-115324, filed on May 10, 2004).23.1
    
    Consent of Eisner LLP.31.1
    
    Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Denotes a management contract or compensatory plan or arrangement in which one or more
directors or executive officers participate. - 30 -




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  - 31 -




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##### Table of Contents



SIGNATURES
  Xenonics Holdings, Inc.By:
    /s/ Richard J. NaughtonDate:  December 14, 2006
    
    Richard J. NaughtonChief Executive Officer  Signature
    
    Title
    
    Date/s/ Alan P. Magerman
    
    Chairman of the Board
    
    December 14, 2006Alan P. Magerman/s/ Richard J. Naughton
    
    Chief Executive Officer, Director
    
    December 14, 2006Richard J. Naughton
    
    (Principal
Executive Officer)/s/ Jeffrey P. Kennedy

Jeffrey P. Kennedy
    
    Chief Operating Officer and President
    
    December 14, 2006/s/ Donna G. Lee
    
    Chief Financial Officer
    
    December 14, 2006Donna G. Lee
    
    (Principal
Financial Officer and Principal Accounting Officer)/s/ Robert Petersen

Robert Petersen
    
    Director
    
    December 14, 2006/s/ Robert Buie

Robert Buie
    
    Director
    
    December 14, 2006/s/ Eli Shapiro

Eli Shapiro
    
    Director
    
    December 14, 2006
 - 32 -