##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM
10-KSB/A (AMENDMENT
NO. 1)





þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934


For the fiscal year ended September 30, 2005


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
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)2236 Rutherford Road, Suite 123
Carlsbad, California
    
    92008-7297(Address of principal executive offices)
    
    (Zip Code)


(760) 438-4004






o þ o
 o
 o þ
    o þ




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##### Table of Contents





XENONICS HOLDINGS, INC.


FORM
10-KSB/A




For the Fiscal Year Ended September 30, 2005


EXPLANATORY NOTE














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##### 



Table of Contents
 PagePART II.Item 7.
Financial Statements
    
    F-1PART IV.Item 13.
ExhibitsSignaturesEXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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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, 2005
    
    
    F-3Statements of Operations for the years ended September 30, 2005 and 2004
    
    
    F-4Statements of Shareholders Equity (Deficit) for the years ended September 30, 2005 and 2004
    
    
    F-5Statements of Cash Flows for the years ended September 30, 2005 and 2004
    
    
    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 30,2005in thousands, except per share amountsAssetsCurrent assets:Cash
    
    $
    890Accounts receivable, net of allowance for doubtful accounts of $0
    
    
    213Inventories, net
    
    
    1,206Other current assets
    
    
    82Total Current Assets
    
    
    2,391Equipment, furniture and fixtures at cost, less accumulated
depreciation of $70
    
    
    50Other non-current assets
    
    
    25Total Assets
    
    $
    2,466Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    608Accrued royalty
    
    
    Accrued payroll and related taxes
    
    
    86Other current liabilities
    
    
    6Total Current Liabilities
    
    
    700Commitments and contingencies (Note 14)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, 15,686 shares issued and outstanding
    
    
    16Less treasury stock, at cost, 113 shares
    
    
    (306
    )Additional paid-in capital
    
    
    14,541Accumulated deficit
    
    
    (12,485
    )Total Shareholders Equity
    
    
    1,766Total Liabilities and Shareholders Equity
    
    $
    2,466
 The accompanying notes are an integral part of these consolidated financial statements.
 F-3




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CONSOLIDATED STATEMENTS OF OPERATIONS
 Year endedSeptember 30,2005
    
    
    2004in thousands, except per share amountsRevenue
    
    $
    4,434
    
    
    $
    11,927Cost of goods
sold (including write down of excess inventory of $1,953 in 2005)
    
    
    4,431
    
    
    
    6,916Gross profit
    
    
    3
    
    
    
    5,011Selling, general and administrative
    
    
    4,884
    
    
    
    3,113Engineering, research and development
    
    
    504
    
    
    
    248(Loss) / income from operations
    
    
    (5,385
    )
    
    
    1,650Other income/(expense), net:Interest income
    
    
    22
    
    
    
    15Gain on settlement
    
    
    306
    
    
    
    Interest expense
    
    
    (36
    )
    
    
    (31
    )Other income
    
    
    6
    
    
    
    (Loss) / income before provision for income taxes
    
    
    (5,087
    )
    
    
    1,634Income tax (benefit) provision
    
    
    (49
    )
    
    
    158(Loss) / income before minority interest
    
    $
    (5,038
    )
    
    $
    1,476Minority interest
    
    
    (34
    )
    
    
    Net (loss) / income
    
    $
    (5,004
    )
    
    $
    1,476Net (loss) / income per share:Basic
    
    
    (.33
    )
    
    
    .11Diluted
    
    
    (.33
    )
    
    
    .09Weighted average shares outstandingBasic
    
    
    14,963
    
    
    
    13,508Diluted
    
    
    14,963
    
    
    
    16,932
 The accompanying notes are an integral part of these consolidated financial statements.
 F-4




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CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)
 AdditionalCommon Stock
    
    
    Treasury Stock
    
    
    Paid-In
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Totalin thousandsBalance at September 30, 2003
    
    
    12,792
    
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    7,757
    
    
    
    (8,957
    )
    
    
    (1,187
    )Options exercised
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    3Issuance of common stock in
private placement
    
    
    600
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1,499
    
    
    
    
    
    
    
    1,500Warrants exercised
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    8Issuance of common stock in
private placement, net of
offering costs of $136
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    714
    
    
    
    
    
    
    
    714Conversion of debt of $250 and
related accrued interest of $17
to common stock
    
    
    533
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    267
    
    
    
    
    
    
    
    267Issuance of common stock for
services
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    50Compensation charge for stock
options issued to employees and
directors
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185
    
    
    
    
    
    
    
    185Issuance of warrants for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57
    
    
    
    
    
    
    
    57Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,476
    
    
    
    1,476Balance 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
    )
    
    $
    1,766
 The accompanying notes are an integral part of these consolidated financial statements.
 F-5




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CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year endedSeptember 30,2005
    
    2004in thousandsCash flows from operating activities:Net (loss) / income
    
    $
    (5,004
    )
    
    $
    1,476Adjustments to reconcile net (loss) / income to net cash (used in) provided by
operating activities:Depreciation and amortization
    
    
    11
    
    
    
    6Compensation to employees and directors paid with
stock options
    
    
    614
    
    
    
    185Issuance of warrants for services
    
    
    328
    
    
    
    57Gain from settlement of common stock
    
    
    (306
    )
    
    
    Write down
of excess inventory
    
    
    1,953
    
    
    
    Interest expense converted to common stock
    
    
    
    
    
    
    17Issuance of common stock for services
    
    
    110
    
    
    
    50Minority interest in net loss of subsidiary
    
    
    (34
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    40
    
    
    
    274Inventories, net
    
    
    (2,237
    )
    
    
    (738
    )Other current assets
    
    
    106
    
    
    
    (156
    )Accounts payable
    
    
    (518
    )
    
    
    548Accrued payroll and related taxes
    
    
    (7
    )
    
    
    43Accrued interest
    
    
    
    
    
    
    (92
    )Other current liabilities
    
    
    6
    
    
    
    Net cash (used in) provided by operating activities
    
    
    (4,938
    )
    
    
    1,670Cash flows from investing activities:Purchases of equipment, furniture and fixtures
    
    
    (26
    )
    
    
    (36
    )Net cash used for investing activities
    
    
    (26
    )
    
    
    (36
    )Cash flows from financing activities:Proceeds from short-term borrowings
    
    
    1,305Repayment of short-term borrowings
    
    
    (1,305
    )
    
    
    (400
    )Repayments on notes payable
    
    
    
    
    
    
    (316
    )Net proceeds from issuance of common stock net of expenses
    
    
    2,179
    
    
    
    2,214Proceeds in connection with the exercise of options and warrants
    
    
    372
    
    
    
    11Proceeds in connection with the exercise of warrants in subsidiary
    
    
    34
    
    
    
    Net cash provided by financing activities
    
    
    2,585
    
    
    
    1,509(Decrease) Increase in cash
    
    
    (2,379
    )
    
    
    3,143Cash, beginning of period
    
    
    3,269
    
    
    
    126Cash, end of period
    
    $
    890
    
    
    $
    3,269Supplemental cash flow information:Cash paid during the year for income taxes
    
    $
    
    
    
    $
    237Cash paid during the year for interest
    
    $
    36
    
    
    $
    69Noncash transactions:Conversion of long-term debt to common stock
    
    
    
    
    
    $
    250Conversion of accrued interest to common stock
    
    
    
    
    
    $
    17Conversion of accrued royalties to common stock
    
    $
    400
    
    
    
    
 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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Cash and Cash Equivalents  
 Equipment and Leasehold Improvements 
 Long-Lived Assets
 Fair Value Of Financial Instruments 
 Inventories
 Revenue Recognition
 Advertising Costs
 Industry Segment And Geographical Data 
  Year endedSeptember 30,2005

    
    2004US Military
    
    
    91
    %
    
    
    94
    %US Border Patrol
    
    
    3
    %
    
    
    4
    %International
    
    
    1
    %
    
    
    1
    %Other
    
    
    5
    %
    
    
    1
    %100
    %
    
    
    100
    %
 F-8




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Cost of Goods Sold -
 Income Taxes
 Earnings Per Common Share -
  For the year ended2005
    
    
    2004Shares outstanding, beginning
    
    
    14,167
    
    
    
    12,792Weighted average shares issued
    
    
    796
    
    
    
    716Weighted
average shares outstanding  Basic
    
    
    14,963
    
    
    
    13,508Effect of dilutive securities(stock options and warrants)
    
    
    
    
    
    
    3,424Weighted
average shares outstanding  diluted
    
    
    14,963
    
    
    
    16,932
  2005
    
    
    2004Stock options and warrants
    
    
    4,281
    
    
    
    135
 Research and Development
 Stock Options Accounting for Stock-Based Compensation
 F-9




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Major Concentrations 
   Recent Accounting Pronouncements
   Accounting Changes ).
 3.
    
    FIXED ASSETS
  Estimated
    
    September 30,Useful Lives
    
    2005Computer equipment
    
    
    5
    
    
    $
    80Computer software
    
    
    5
    
    
    
    23Leasehold improvement
    
    
    7
    
    
    
    17120Less: accumulated depreciation and amortization
    
    
    
    
    
    
    70$
    50
 F-10




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4.
    
    INVENTORIES
  September 30,2005Raw materials
    
    $
    107Work in process
    
    
    247Finished goods
    
    
    2,816Reserve for obsolescence
    
    
    (1964
    )$
    1,206
  5.
    
    ACCOUNTS PAYABLE AND ACCRUED EXPENSES
  September 30,2005Accounts payable
    
    $
    409Accrued expenses
    
    
    199$
    608
 6.
    
    SHORT-TERM BORROWINGS
  7.
    
    NOTES PAYABLE
   F-11




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8.
    
    ACCRUED ROYALTIES
       9.
    
    SHAREHOLDERS EQUITY
  Common Stock
  F-12




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10.
    
    INCOME TAXES
  Year endedSeptember 30,2005
    
    
    2004Current provision:Federal
    
    $
    28
    
    
    $
    State
    
    
    (77
    )
    
    
    158$
    (49
    )
    
    $
    158
 F-13




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September 30,2005
    
    
    2004Inventory reserve
    
    
    782
    
    
    
    4Accrued royalties
    
    
    
    
    
    
    159Stock compensation expense
    
    
    256
    
    
    
    255Warrant expense
    
    
    154
    
    
    
    Accumulated depreciation / amortization
    
    
    (17
    )
    
    
    (8
    )R&D credit
    
    
    147
    
    
    
    Other
    
    
    50
    
    
    
    19Net operating loss carryforwards
    
    
    2,951
    
    
    
    1,8054,323
    
    
    
    2,234Valuation allowance
    
    
    (4,323
    )
    
    
    (2,234
    )Net deferred tax asset
    
    $
    
    
    
    $
    
    Year endedSeptember 30,2005
    
    
    2004Federal statutory rate
    
    
    (34.0
    %)
    
    
    34.0
    %State income taxes, net of federal income tax benefit
    
    
    (5.7
    %)
    
    
    5.8
    %Change in valuation allowance
    
    
    41.7
    %
    
    
    (32.7
    %)R&D credit carryforward
    
    
    (2.9
    %)
    
    
    Other
    
    
    (0.1
    %)
    
    
    2.3
    %1.0
    %
    
    
    9.4
    %
 11.
    
    MINORITY INTEREST
  F-14




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12 . SIGNIFICANT CONTRACTS
     13. SAVINGS PLAN
  14. COMMITMENTS AND CONTINGENCIES
 Leases
  Purchase Agreement with PerkinElmer, Inc . 
 F-15




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Consulting Agreements 
    F-16




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##### Table of Contents



Employment Agreements 
  Litigation
    F-17




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15. STOCK OPTIONS AND WARRANTS
  2003
Stock Option Plan
   F-18




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##### Table of Contents



2004 Stock Option Plan 
       Year
ended September 30,2005
    
    
    
    
    
    
    2004Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageOptions
    
    
    Exercise Price
    
    
    Options
    
    
    Exercise PriceOutstanding-beginning of period
    
    
    1,245
    
    
    $
    0.958
    
    
    
    1,250
    
    
    $
    0.500Granted
    
    
    1,040
    
    
    $
    3.408
    
    
    
    155
    
    
    $
    4.126Exercised
    
    
    (495
    )
    
    $
    0.250
    
    
    
    (10
    )
    
    $
    0.250Forfeited
    
    
    (155
    )
    
    $
    2.726
    
    
    
    (150
    )
    
    $
    0.458Outstanding-end of period
    
    
    1,635
    
    
    $
    2.563
    
    
    
    1,245
    
    
    $
    0.958Exercisable at end of period
    
    
    680
    
    
    $
    1.347
    
    
    
    963
    
    
    $
    0.508Weighted-average fair value of options
granted during the period
    
    
    
    
    
    $
    1.550
    
    
    
    
    
    
    $
    2.160
 F-19




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##### Table of Contents



Options Outstanding
    
    Options Exercisableat September 30, 2005
    
    at September 30, 2005WeightedAverage
    
    Weighted-
    
    
    
    
    
    Weighted-Range of
    
    
    
    
    
    Remaining
    
    Average
    
    Number
    
    AverageExercise
    
    Number
    
    Contractual
    
    Exercise
    
    Vested and
    
    ExercisePrices
    
    Outstanding
    
    Life (Years)
    
    Price
    
    Exercisable
    
    Price$0.250  $2.850
    
    
    770
    
    
    
    5.96
    
    
    $
    1.074
    
    
    
    558
    
    
    $
    0.760$3.500  $3.800
    
    
    820
    
    
    
    4.39
    
    
    $
    3.778
    
    
    
    107
    
    
    $
    3.777$5.750  $6.000
    
    
    45
    
    
    
    5.00
    
    
    $
    5.917
    
    
    
    15
    
    
    $
    5.9171,635
    
    
    
    5.15
    
    
    $
    2.563
    
    
    
    680
    
    
    $
    1.347
 Stock Warrants 
      Year ended September 30,2005
    
    
    
    
    
    
    2004Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageWarrants
    
    
    Exercise Price
    
    
    Warrants
    
    
    Exercise PriceOutstanding-beginning of period
    
    
    2,522
    
    
    $
    0.894
    
    
    
    2,459
    
    
    $
    0.707Issued
    
    
    488
    
    
    $
    2.359
    
    
    
    75
    
    
    $
    7.017Exercised
    
    
    (364
    )
    
    $
    0.683
    
    
    
    (12
    )
    
    $
    0.727Outstanding-end of period
    
    
    2,646
    
    
    $
    1.193
    
    
    
    2,522
    
    
    $
    0.894
 F-20




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Warrants Outstanding and Exercisableat September 30, 2005WeightedNumber
    
    
    Average
    
    
    Weighted-Range of
    
    Outstanding,
    
    
    Remaining
    
    
    AverageExercise
    
    Vested and
    
    
    Contractual
    
    
    ExercisePrices
    
    Exercisable
    
    
    Life (Years)
    
    
    Price$0.600  $2.000
    
    
    2,521
    
    
    
    3.16
    
    
    $
    0.935$5.050  $8,000
    
    
    125
    
    
    
    3.91
    
    
    $
    6.4102,646
    
    
    
    3.20
    
    
    $
    1.193
  F-21




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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).*
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##### Table of Contents



ExhibitNumber
    
    Description10.10
    
    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).*10.11
    
    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).
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##### Table of Contents



ExhibitNumber
    
    Description10.24
    
    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).10.25
    
    Amendment No. 1, dated as of October 19, 2005, 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
Report on Form 8-K of Xenonics Holdings, Inc. filed on
October 24, 2005).10.26
    
    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).10.27
    
    Warrant, dated October 19, 2005, issued by Xenonics
Holdings, Inc. to Patriot Associates LLC, for the purchase
of 1,312,500 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 October 24, 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).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. 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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##### Table of Contents



SIGNATURES
  Xenonics Holdings, Inc.Date:
January 23, 2006
    
    By:
    
    /s/ Richard J. NaughtonRichard J. NaughtonChief Executive OfficerBy:
    
    /s/ Donna G. LeeDonna G. LeeChief Financial Officer
  Signature
    
    
    
    Title/s/ Alan P. Magerman
    
    
    
    Chairman of the BoardAlan P. Magerman/s/ Richard J. Naughton
    
    
    
    Chief Executive Officer, DirectorRichard J. Naughton
    
    
    
    (Principal Executive Officer)/s/ Jeffrey P. Kennedy
    
    
    
    Chief Operating Officer and PresidentJeffrey P. Kennedy/s/ Donna G. Lee
    
    
    
    Chief Financial Officer (Principal
Financial Officer and PrincipalDonna G. Lee
    
    
    
    Accounting Officer)/s/ Robert Petersen
    
    
    
    DirectorRobert Petersen/s/ Robert Buie
    
    
    
    DirectorRobert Buie/s/ Eli Shapiro
    
    
    
    DirectorEli Shapiro
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