UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~☒ Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934~~

(Mark One)

~~For The Quarterly Period Ended:~~ ~~June 30~~~~, 2020~~

~~☐ Transition Report Pursuant to Section~~☒ QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) ~~of The Securities Exchange Act of~~OF THE SECURITIES EXCHANGE ACT OF 1934

For ~~The Transition Period From ___________~~the quarterly period ended March 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number:000-29621

~~XSUNX, INC.~~NovAccess Global Inc.

(Exact name of registrant as specified in its charter)

Colorado		84-1384159
(State or other jurisdiction of ~~incorporation)~~	incorporation or organization)	(I.R.S. Employer Identification No.)

8834 Mayfield Road, Suite C, Chesterland, Ohio 44026

(Address of principal executive offices) ~~(Zip~~(Zip Code)

440-644-1027

(Registrant’s telephone ~~number:~~ ~~(949) 330-8060~~number, including area code)

Securities registered pursuant to Section ~~12(g)~~12(b) of the Act: ~~Common Stock, no par value~~

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
~~Common Stock, no par value per share~~N/A	~~XSNX~~N/A	~~OTC Markets~~N/A

~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☐~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~as amended,~~ during the preceding ~~twelve (12)~~12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☒☐ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☒☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of “large accelerated filer,” ~~accelerated filer”~~“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange ~~Act:~~Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☐ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company ☒
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☐☒ No ☒

~~Securities registered pursuant to Section 12(b)~~Indicate the number of shares outstanding of each of the ~~Act: None.~~

~~The number~~issuer’s classes of common stock, as of the latest practicable date. There were 13,328,120 shares of common stock ~~issued and~~ outstanding ~~as of August~~on May 19, ~~2020 was 1,601,887,744~~2021.

~~TABLE OF CONTENTS~~Table of Contents

		~~PAGE~~
PART I -— FINANCIAL INFORMATION
			1
Item 1. Financial ~~Statements (Unaudited)~~Statements.		3

~~Condensed Balance Sheets~~		3

~~Condensed Statements of Operations~~		4

~~Condensed Statements of Shareholders Deficit~~		5

~~Condensed Statements of Cash Flows~~		6

~~Notes to Condensed Financial Statements~~		7
			1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.	17
Cautionary Statement Concerning Forward-Looking Statements	17
Results of Operations for the Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2020	17
Results of Operations for the Six Months Ended March 31, 2021 Compared to the Six Months Ended March 31, 2020	18
Liquidity and Capital Resources	18
Off-Balance Sheet Arrangements			19
Item 3. ~~Qualitative~~Quantitative and ~~Quantitative~~Qualitative Disclosures About Market ~~Risk~~Risk.		23
			19
Item 4. Controls and Procedures.	19
Evaluation of Disclosure Controls and Procedures		23	19
Changes in Internal Control Over Financial Reporting	19

PART II -— OTHER INFORMATION
			20
Item 1. Legal ~~Proceedings~~Proceedings.		24
			20
Item 1A. Risk ~~Factors~~Factors.		24
			20
Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.		24
			20
Item 3. Defaults ~~upon~~Upon Senior ~~Securities~~Securities.		24
			20
Item 4. Mine Safety ~~Disclosure~~Disclosures.		24
			20
Item 5. Other ~~Information~~Information.		24
			20
Item 6. ~~Exhibits~~Exhibits.		25
			21
~~Signatures~~SIGNATURES		26	22

~~Table of Contents~~

~~PART~~Part I ~~– FINANCIAL INFORMATION~~— Financial Information

Item 1. Financial Statements.

~~XSUNX,~~

NOVACCESS GLOBAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2020			September 30, 2019			March 31, 2021			September 30, 2020
	(Unaudited)						(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	154		$	7,964		$	21,998		$	178
Contract receivables of discontinued operations		-			198,083
Prepaid expenses		868			6,575

Total Current Assets		1,022			212,622


NET PROPERTY & EQUIPMENT DISCONTINUED OPERATIONS		-			2,570

TOTAL ASSETS	$	1,022		$	215,192		$	21,998		$	178


LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	43,409		$	129,425		$	251,829		$	88,519
Other payable		61,706			67,155			66,894			65,304
Accrued expenses and interest on notes payable		53,558			54,478			95,709			65,215
Contract liabilities of discontinued operations		-			33,138
Accrued payroll								23,290			-
Deferred Compensation								120,508			-
License Fees Payable								40,402			50,402
Derivative liability		748,255			1,945,650			1,809,098			2,989,165
Due to related party		68,312			-			74,940			68,312
Promissory note, related party (Note 6)		-			7,200
Convertible promissory note, related party (Note 5)		12,000			12,000
Convertible promissory notes, current portion net of debt discount of $0 and $36,297, respectively (Note 4)		55,494			36,217
Loan payable, related party								25,000			24,287
Convertible promissory note, related party								12,000			12,000
Convertible promissory notes, current portion								94,209			91,704

Total Current Liabilities		1,042,734			2,285,263			2,613,879			3,454,908

LONG TERM LIABILITIES
Convertible promissory notes, net of debt discount of $0 and $12, respectively		150,000			165,880
Convertible promissory notes								115,000			115,000

Total Long Term Liabilities		150,000			165,880			115,000			115,000

TOTAL LIABILITIES		1,192,734			2,451,143			2,728,879			3,569,908

SHAREHOLDERS' DEFICIT
Preferred stock 50,000,000 shares authorized, shares issued and outstanding designated as follows:
Preferred Stock Series A, $0.01 par value, 10,000 authorized 5,000 and 5,000 shares issued and outstanding, respectively		50			50
Common stock, no par value; 2,000,000,000 authorized common shares 1,601,887,744 and 1,601,887,744 shares issued and outstanding, respectively		33,369,424			33,369,424
Preferred Stock Series B, $0.01 par value, 25,000 authorized 25,000 and 0 shares issued and outstanding, respectively								250			250
Common stock, no par value; 2,000,000,000 authorized common shares 12,856,342 and 1,603,492 shares issued and outstanding, respectively								41,121,365			33,369,424
Additional paid in capital		5,335,398			5,335,398			5,335,398			11,710,398
Paid in capital, common stock warrants		4,210,959			3,811,700			4,210,960			4,210,960
Paid in capital, preferred stock								5,088,324			5,088,324
Accumulated deficit		(44,107,543	)		(44,752,523	)		(58,463,178	)		(57,949,086	)

TOTAL SHAREHOLDERS' DEFICIT		(1,191,712	)		(2,235,951	)		(2,706,881	)		(3,569,730	)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	1,022		$	215,192		$	21,998		$	178

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

~~XSUNX,~~NOVACCESS GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2021 AND 2020 ~~AND 2019~~

(Unaudited)

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019

SALES	$	-		$	-		$	-		$	-

COST OF GOODS SOLD		-			-			-			-

GROSS PROFIT		-			-			-			-
													March 31, 2021			March 31, 2020			March 31, 2021			March 31, 2020

OPERATING EXPENSES
Selling, general and administrative expenses		489,873			119,882			750,682			405,464			281,320			139,203			1,681,210			260,809
Depreciation and amortization expense		-			-			-			-			-			-			-			-

TOTAL OPERATING EXPENSES		489,873			119,882			750,682			405,464			281,320			139,203			1,681,210			260,809


LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)														(281,320	)		(139,203	)		(1,681,210	)		(260,809	)

OTHER INCOME/(EXPENSES)
Loss on conversion of debt		-			-			-			(33,829	)
Gain (Loss) on change in derivative liability		1,272,932			(434,387	)		1,197,395			1,433,500			(382,538	)		(59,458	)		1,180,067			(75,537	)
Interest expense		(7,433	)		(8,067	)		(22,985	)		(64,094	)		(5,348	)		(7,604	)		(12,949	)		(15,552	)

TOTAL OTHER INCOME/(EXPENSES)		1,265,499			(442,454	)		1,174,410			1,335,577			(387,886	)		(67,062	)		1,167,118			(91,089	)

NET LOSS FROM CONTINUING OPERATIONS	$	775,626		$	(562,336	)	$	423,728		$	930,111
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS	$	(67,525	)	$	101,896		$	221,252		$	497,900
NET (LOSS) FROM CONTINUING OPERATIONS													$	(669,206	)	$	(206,265	)	$	(514,092	)	$	(351,898	)


NET INCOME FROM DISCONTINUED OPERATIONS														-			244,808			-			288,777

NET INCOME (LOSS)	$	708,101		$	(460,440	)	$	644,980		$	1,428,011			(669,206	)		38,543			(514,092	)		(63,121	)

BASIC INCOME (LOSS) PER SHARE	$	0.00		$	(0.00	)	$	0.00		$	0.00		$	(0.05	)	$	0.00		$	(0.06	)	$	(0.00	)

DILUTED INCOME (LOSS) PER SHARE	$	0.00		$	(0.00	)	$	0.00		$	0.00		$	(0.05	)	$	0.00		$	(0.06	)	$	(0.00	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC		1,601,887,744			1,601,887,744			1,601,887,744			1,545,192,198			12,455,164			1,601,888			9,099,121			1,601,888
DILUTED		6,078,865,776			1,601,887,744			6,078,865,776			1,545,192,198			12,455,164			6,078,866			9,099,121			1,601,888

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

~~XSUNX,~~NOVACCESS GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS’~~SHAREHOLDERS' DEFICIT

FOR THE ~~NINE~~SIX MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2021 AND 2020 ~~AND 2019~~

FISCAL NINE MONTHS ENDED JUNE 30, 2019

Stock Options/

Preferred Stock

Common Stock

Additional
Paid-in

Warrants
Paid-in-

Accumulated

Shares

Amount

Shares

Amount

Capital

Capital

Deficit

Total

Balance at September 30, 2018
5,000 50 1,468,106,819 33,311,674 5,335,398 3,811,700 (47,096,505 ) (4,637,683 )

Common stock issued upon conversion of debt and accrued interest
- - 133,780,925 91,579 - - - 91,579

Net Income
- - - - - - 1,428,011 1,428,011
Balance at June 30, 2019 (unaudited)
5,000 $ 50 1,601,887,744 $ 33,403,253 $ 5,335,398 $ 3,811,700 $ (45,668,494 ) $ (3,118,093 )

SIX MONTHS ENDED MARCH 31, 2020

															Stock Options/		Paid in
	Preferred Stock, Class A				Preferred Stock, Class B				Common Stock				Additional Paid-in		Warrants Paid in		Capital, Preferred		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Capital		Stock		Deficit			Total
Balance at September 30, 2019		5,000	$	50		-		-		1,601,888	$	33,369,424	$	5,335,398	$	3,811,700	$	-	$	(44,752,523	)	$	(2,235,951	)

Net Loss		-		-		-		-		-		-		-		-		-		(63,121	)		(63,121	)
Balance at March 31, 2020		5,000	$	50		-	$	-		1,601,888	$	33,369,424	$	5,335,398	$	3,811,700	$	-	$	44,815,644	)	$	(2,299,072	)

FISCAL NINE MONTHS ENDED JUNE 30, 2020

Stock Options/

Preferred Stock

Common Stock

Additional
Paid-in

Warrants
Paid-in-

Accumulated

Shares

Amount

Shares

Amount

Capital

Capital

Deficit

Total

Balance at September 30, 2019
5,000 50 1,601,887,744 33,369,424 5,335,398 3,811,700 (44,752,523 ) (2,235,951 )

Stock compensation cost, options
- - - - - 399,259 - 399,259

Net Income
- - - - - - 644,980 644,980
Balance at June 30, 2020 (unaudited)
5,000 $ 50 1,601,887,744 $ 33,369,424 $ 5,335,398 $ 4,210,959 $ (44,107,543 ) $ (1,191,712 )

~~Table of Contents~~

~~XSUNX, INC.~~

~~CONDENSED STATEMENTS OF CASH FLOWS~~

~~FOR THE NINE MONTHS ENDED JUNE 30, 2020 AND 2019~~

~~(Unaudited)~~

For the Nine Months Ended

June 30, 2020

June 30, 2019

OPERATING ACTIVITIES:

     Net Income
$ 644,980 $ 1,428,011
    Adjustment to reconcile net income (loss) to net cash
      provided by (used in) operating activities

    Gain on change in derivative liability
(1,197,395
)
(1,433,500
)
    Amortization of debt discount recorded as interest expense
- 36,309
    Loss on conversion of debt
- 33,829
    Stock compensation expense
399,259 -

   Changes in Assets and Liabilities:

    Prepaid expenses
5,707 4,536
    Accounts payable
(86,016
)
17,001
    Other payable
(5,449 ) 1,721
    Accrued expenses
2,477 26,628

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES –CONTINUED OPERATIONS
(236,437
)
114,535

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES –DISCONTINUED OPERATIONS
167,515 (68,723 )

NET CASH (USED IN) PROVIDED BY OPERATIONS
(68,922 ) 45,812

CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchase of fixed asset – discontinued operations
- (2,284
)

NET CASH USED IN INVESTING ACTIVITIES – DISCONTINUED OPERATIONS
- (2,284
)

CASH FLOWS FROM FINANCING ACTIVITIES:

    Due to related party
68,312 -
   Payments on related party promissory notes
(7,200
)
(24,300
)

NET PROVIDED BY (CASH USED) IN FINANCING ACTIVITIES
61,112 (24,300
)

NET INCREASE (DECREASED) IN CASH
(7,810
)
19,228

CASH, BEGINNING OF PERIOD
7,964 41,090

CASH, END OF PERIOD
$ 154 $ 60,318

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

   Interest paid
$ 6,955 $ 7,911
   Taxes paid
$ - $ -

SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS

   Issuance of common stock upon conversion of debt and accrued interest
$ - $ 91,579
   Accrued interest capitalized into convertible note
$ 3,397 $ 4,846

SIX MONTHS ENDED MARCH 31, 2021

																Stock Options/		Paid in
	Preferred Stock, Class A				Preferred Stock, Class B				Common Stock				Additional Paid-in			Warrants Paid in		Capital, Preferred		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Capital		Stock		Deficit			Total
Balance at September 30, 2020		-	$	-		25,000	$	250		1,603,492	$	33,369,424	$	11,710,398		$	4,210,960	$	5,088,324	$	(57,949,086	)	$	(3,569,730	)

Common stock issued for StemVax Acquisition - from stock payable		-		-		-		-		7,500,000		6,375,000		(6,375,000	)		-		-		-			-

Stock compensation cost		-		-		-		-		2,000,000		936,000		-			-		-		-			936,000

Common stock issued for Services		-		-		-		-		311,945		145,941		-			-		-		-			145,941

Common Stock Issued - Subscriptions		-		-		-		-		1,440,905		295,000		-			-		-		-			295,000

Net Loss		-		-		-		-		-		-		-			-		-		(514,092	)		(514,092	)
Balance at March 31, 2021 (Unaudited)		-	$	-		25,000	$	250		12,856,342	$	41,121,365	$	5,335,398		$	4,210,960	$	5,088,324	$	(58,463,178	)	$	(2,706,881	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

~~XSUNX,~~NOVACCESS GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED MARCH 31, 2021 AND 2020

(Unaudited)

	For the Six Months Ended
	March 31, 2021			March 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(514,092	)	$	(63,121	)
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities
(Gain)/Loss on change in derivative liability		(1,180,067	)		75,537
Stock compensation expense		936,000			-
Stock issued for services		145,941			-

Changes in Assets and Liabilities:
Prepaid expenses		-			3,805
Accounts payable		163,310			(42,942	)
Other payable		1,590			-
License fees payable		(10,000	)		-
Accrued expenses and interest on notes payable		32,999			(1,761	)
Accrued payroll		23,290			-
Deferred Compensation		120,508			-

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES - CONTINUING OPERATIONS		(280,521	)		(28,482	)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES - DISCONTINUED OPERATIONS		-			140,134

NET CASH (USED IN) PROVIDED BY OPERATIONS		(280,521	)		111,652


CASH FLOWS FROM FINANCING ACTIVITIES:
Stock subscriptions received		295,000			-
Due to related party		6,628			-
Payments on related party promissory notes		-			(7,200	)
Proceeds from a related party loan		25,000			-
Payments on related party loan payable		(24,287	)		-


NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		302,341			(7,200	)

NET INCREASE (DECREASE) IN CASH		21,820			104,452

CASH, BEGINNING OF PERIOD		178			7,964

CASH, END OF PERIOD	$	21,998		$	112,416

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	1,386		$	4,840
Taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Accrued interest capitalized into convertible note	$	2,505		$	2,235
Shares issued for StemVax Acquisition – from stock payable	$	6,375,000		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

NOVACCESS GLOBAL, INC.

NOTES TO ~~THE~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS –- UNAUDITED

~~JUNE 30,~~MARCH 31, 2021 AND 2020

1. ORGANIZATION AND LINE OF BUSINESS

~~BASIS OF PRESENTATION~~

Organization

NovAccess Inc. (“NovAccess,” the “Company”) is a Colorado corporation formerly known as Sun River Mining Inc. and XsunX, Inc. The Company was originally incorporated in Colorado on February 25, 1997. Effective September 24, 2003, the Company completed a plan of reorganization and name change to XsunX, Inc. In June 2020, the Company was acquired and changed its name to NovAccess Inc.

Line of Business

During the year ended September 30, 2020, the Company discontinued its direct delivery method for its solar contracting operations. Also, during the year ended September 30, 2020 the Company began efforts to expand its operations to include the commercialization of developmental healthcare solutions in the biotechnology, medical, and health and wellness markets. These efforts are ongoing. There can be no assurance that the Company’s efforts to expand operations into healthcare solutions in the biotechnology, medical, and health and wellness markets will be successful, or that the Company will continue to generate revenues of significance similar to prior periods.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 are not necessarily indicative of the results that may be expected for the year ended September 30, ~~2020.~~2021. For further information refer to the financial statements and footnotes thereto included in the ~~Company's~~Company’s Form 10-K for the year ended September 30, ~~2019.~~

During the period ending June 30, 2020, the Company discontinued it’s direct delivery method for its solar contracting operations by outsourcing the completion of sold projects under a Transition Services Agreement with a licensed California contractor “the Service Provider”. The Company’s intent is to transition from providing contracting services directly to its customers to marketing solar services to potential customers and referring those customers to the Service Provider or engaging the Service Provider to provide the services to customers on behalf of the Company. The Company’s operations in future periods will be focused on generating a referral fee of 1% of any gross sales generated through these referrals. We anticipate that this change in operations, and delivery method, will have a negative impact on our gross sales and resulting revenues, if any. However, during the period ended June 30, 2020 the Company began efforts to expand its operations to include the commercialization of developmental healthcare solutions in the biotechnology, medical, and health and wellness markets which efforts are ongoing. There can be no assurance that the Company’s change to its contracting operations to focus on referral fee revenues, and its efforts to expand operations into healthcare solutions in the biotechnology, medical, and health and wellness markets will be successful, or that the Company will continue to generate revenues of significance similar to prior periods.2020.

Going Concern

The accompanying ~~unaudited condensed~~ financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying ~~unaudited condensed~~ financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders since its inception through the ~~nine months~~period ended ~~June 30, 2020.~~March 31, 2021. Management believes the existing shareholders and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its ~~business development efforts.~~ business.

2.	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of ~~XsunX, Inc.~~NovAccess is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary StemVax, LLC. All significant inter-company accounts and transactions between these entities have been eliminated in these condensed consolidated financial statements.

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NOVACCESS GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

MARCH 31, 2021 AND 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Significant estimates made in preparing these consolidated financial statements include the estimate of useful lives of property and equipment, revenue recognition, the deferred tax valuation allowance, the fair value of stock options, and derivative liabilities. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, cash and cash equivalents include cash in banks and money markets with an original maturity of three months or less.

~~Table of Contents~~

~~XSUNX, INC.~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS – UNAUDITED~~

~~JUNE 30, 2020~~

2.	~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

Property and Equipment

Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives:

Leasehold improvements	Length of the lease
Computer software and equipment	3 Years
Furniture & fixtures	5 Years
Machinery & equipment	5 Years

The Company capitalizes property and equipment over $500. Property and equipment under $500 are expensed in the year purchased.

~~During the six months ended June 30, 2020, the Company sold certain assets at net book value for $2,092.~~

The depreciation expense for the ~~nine~~three months ended ~~June 30,~~March 31, 2021, and 2020, was $0 and ~~2019, were~~$239, respectively. The depreciation expense for the six months ended March 31, 2021, and 2020, was $0 and $478, ~~and $342,~~ respectively. ~~Which are~~Depreciation expense is now included in on the discontinued operations.

Revenue Recognition

We recognize revenue from discontinued operations when services are performed, and at the time of shipment of products, ifprovided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured.

Revenues and related costs on construction contracts ~~are~~were recognized as the performance obligations for work ~~are~~were satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, ~~will be~~was recognized as the customer ~~obtains~~obtained control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs ~~are~~were charged to the periods as incurred. However, in the event a loss on a contract iswas foreseen, the Company ~~will~~would recognize the loss as it is determined.

Revisions in cost and profit estimates during the course of the contract ~~are~~were reflected in the accounting period in which the facts ~~which require~~for the ~~revision, become~~revisions became known. Provisions for estimated losses on uncompleted contracts ~~are~~were made in the period in which such losses ~~are~~were determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may ~~result~~have resulted in revisions to costs and income, ~~and are~~which were recognized in the period ~~in which~~ the revisions ~~are~~were determined.

Contract receivables ~~are~~of discontinued operations were recorded on contracts for amounts currently due based upon progress billings, as well as any retentions, which ~~are~~were collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors ~~are~~were recorded for amounts currently due based upon work completed or materials received, as ~~are~~were retention due subcontractors, which ~~are~~were payable upon completion of the contract. General and administrative expenses ~~are~~were charged to operations as incurred and ~~are~~were not allocated to contract costs.

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NOVACCESS GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

MARCH 31, 2021 AND 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Contract Receivable

The Company ~~bills~~previously billed its customers in accordance with contractual agreements. The agreements generally ~~require billing~~required billings to be on a progressive basis as work iswas completed. Credit iswas extended based on evaluation of clients’ financial condition and collateral iswas not required. The Company ~~maintains~~maintained an allowance for doubtful accounts for estimated losses that may ~~arise~~have arose, if any customer iswas unable to make required payments. As of March 31, 2021 and September 30, 2020, there was no allowance for doubtful accounts.

Management ~~performs~~previously performed a quantitative and qualitative review of the receivables past due from customers ~~monthly.~~on a monthly basis. The Company ~~records~~recorded an allowance against uncollectible items for each customer after all reasonable means of collection ~~have~~had been exhausted, and the potential for recovery iswas considered remote. The contract ~~receivable~~receivables of discontinued operations balance ~~was~~were $0 ~~and $198,083~~ at ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019, respectively.~~2020.

Project Warranties

Customers in our target market of California who ~~purchase~~purchased solar energy systems are covered by a warranty of up to 10 years in duration for material defects and workmanship. In addition, we provide a pass-through warranty of the major components such as module mounting, inverter and solar panel manufacturers’ warranties to our customers, which generally range from 10 to 25 years. The manufacturers of these major components provide the warranty directly to our customers. In the event of a component failure the manufacturers provide replacement of the major components such as inverters and solar modules at no charge to our customer, which is an industry standard. In the event of a component failure such as an inverter the standard warranty from the supplier we use, SolarEdge, provides a twelve (12) year no-charge replacement warranty to the customer, and would also provide NovAccess or our subcontractor, with $125 compensation for labor replacement costs, should we be requested to replace an inverter or other SolarEdge components. Additionally, we employed the use of licensed subcontractors for the bulk of our installation processes, who as licensed contractors are required to warrant their work for material defects and workmanship for ten (10) years. The Company has a limited history of project installations, and ~~will access~~in accessing the potential for warranty related costs and other allowances, ~~based~~we believe that our reliance on ~~our experience in servicing~~the manufacturers and subcontractor warranties would leave a limited and inconsequential cost associated with warranty ~~claims as they may arise in the future.~~claims. During the ~~nine~~six months ended ~~June 30,~~March 31, 2021 and 2020, the Company did not experience costs related to warranty claims.

~~Table of Contents~~

~~XSUNX, INC.~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS – UNAUDITED~~

~~JUNE 30, 2020~~

2.	~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

Stock-Based Compensation

Share-based Payment applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We are required to follow a fair value approach using an option-pricing model, such as the Binomial lattice valuation model, at the date of a stock option grant. The ~~Company~~deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. This has ~~2,000,000,000 shares~~not had a material impact on our results of ~~outstanding options as of June 30, 2020.~~operations.

Net Earnings ~~Per~~(Loss) per Share Calculations

~~(a)~~

~~Basic~~

~~Basic loss~~Net earnings (Loss) per share ~~is calculated~~dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing ~~the net profit (loss) for the three months~~ by the weighted average number of ~~ordinary~~common shares outstanding during the ~~financial periods held by the Company.~~

For the Three Months Ended

For the Nine Months Ended

6/30/2020

6/30/2019

6/30/2020

6/30/2019

Profit (Loss) from continuing operations to common shareholders (Numerator)
$ 775,626 $ (562,336 ) $ 423,728 $ 930,111

Profit (Loss) from discontinued operations to common shareholders (Numerator)
$ (67,525 ) $ 101,896 $ 221,252 $ 497,900

Profit (Loss) to common shareholders (Numerator)
$ 708, 101 $ (460,440
)
$ 644,980 $ 1,428,011

Weighted average number of common shares outstanding (Denominator)
1,601,887,744 1,601,887,744 1,601,887,744 1,545,192,198

Effect of convertible notes
- - - -

Weighted average number of ordinary shares in issue
1,601,887,744 1,601,887,744 1,601,887,744 1,545,192,198

Basic earnings (loss) per share
$ 0.00 $ (0.00 ) $ 0.00

$ 0.00

~~(b)~~

~~Diluted~~

For the purpose of calculating diluted earnings per share, the profit attributable to equity holders and the weighted average number of ordinary shares outstanding during the financial period have been adjusted for the dilutive effects of all potential ordinary shares and shares issuable upon conversion of convertible notes. The dilutiveyear. Diluted net earnings per share is ~~calculated by dividing~~computed similar to basic earnings per share except that the ~~profit attributable~~denominator is increased to ~~equity holders by~~include the ~~weighted average number~~effect of ~~shares that would have been issued upon full~~stock options and stock-based awards plus the assumed conversion of ~~the remaining~~ convertible debt ~~(Note~~(Notes 4 and 5)~~, adjusted by the number of such shares that would have been issued at fair value as follows:~~. 

For the Three Months Ended

For the Nine Months Ended

6/30/2020

6/30/2019

6/30/2020

6/30/2019

Profit (Loss) from continuing operations to common shareholders (Numerator)
$ 775,626 $ (562,336 ) $ 423,728 $ 930,111

Profit (Loss) from discontinued operations to common shareholders (Numerator)
$ (67,525 ) $ 101,896 $ 221,252 $ 497,900

Profit (Loss) to common shareholders (Numerator)
$ 708,101 $ (460,440
)
$ 644,980 $ 1,428,011

Weighted average number of common shares outstanding (Denominator)
1,601,887,744 1,601,887,744 1,601,887,744 1,545,192,198

Effect of convertible notes
4,476,978,032 - 4,476,978,032 -

Weighted average number of ordinary shares in issue
6,078,865,776 1,601,887,744 6,078,865,776 1,545,192,198

Basic earnings (loss) per share
$ 0.00 $ (0.00 ) $ 0.00 $ 0.00

	For the three months ended					For the six months ended
	March 31,					March 31,
	2021			2020		2021			2020
Gain (Loss) to common shareholders (Numerator)	$	(669,206	)	$	38,543	$	(514,092	)	$	(63,121	)

Basic weighted average number of common shares outstanding (Denominator)		12,455,164			1,601,888		9,099,121			1,601,888

Diluted weighted average number of common shares outstanding (Denominator)		12,455,164			6,078,866		9,099,121			1,601,888

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~~XSUNX,~~NOVACCESS GLOBAL, INC.

NOTES TO ~~THE~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS –- UNAUDITED

~~JUNE 30,~~MARCH 31, 2021 AND 2020

2.	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company has included shares issuable from convertible debt of ~~$205,494~~$221,209 for the ~~nine~~three months ended ~~June 30,~~March 31, 2020, because their impact on the ~~loss~~income per share is dilutive.

The Company ~~has excluded~~also included shares issuable from ~~convertible debt of $201,024~~2,000,000 options issued to compensate our former directors for ~~the nine months ended June 30, 2019, because their impact~~serving on the ~~loss per share is anti-dilutive.~~board without compensation in fiscal 2019.

Fair Value of Financial Instruments

Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of ~~June 30, 2020,~~March 31, 2021, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses approximate the fair value because of their short maturities.

We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments at fair value on a recurring basis. ~~Assets~~The Company had no assets that are required to be valued on a recurring basis as of March 31, 2021 and September 30, 2020. The Company had liabilities that are required to be measured at fair value on a recurring basis ~~are~~ as follows at ~~June~~March 31, 2021 and September 30, 2020:

Total

(Level 1)

(Level 2)

(Level 3)

Liabilities

Derivative Liability
$ 748,255 $ - $ - $ 748,255
Total Liabilities measured at fair value
$ 748,255 $ - $ - $ 748,255

	Total		(Level 1)		(Level 2)		(Level 3)

Assets:	$	-	$	-	$	-	$	-
Liabilities:

Derivative Liability at fair value as of March 31, 2021	$	1,809,098	$	-	$	-	$	1,809,098

Derivative Liability at fair value as of September 30, 2020	$	2,989,165	$	-	$	-	$	2,989,165

The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:

Balance as of September 30, 2019
$ 1,945,650
Net Gain on change in derivative liability
(1,197,395
)
Ending balance as of June 30, 2020
$ 748,255

Balance as of September 30, 2020	$	2,989,165
Net Gain on change in fair value of derivative liability		(1,180,067	)
Ending balance as of March 31, 2021	$	1,809,098

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NOVACCESS GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

MARCH 31, 2021 AND 2020

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

In May 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2021-04—Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effects of the adoption of ASU No. 2021-04 on its consolidated financial statements.

In August 2016, FASB issued ~~accounting standards update ASU-2016-15,~~ASU 2016-15, “Statement of Cash Flows” (Topic 230) – Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2018, and interim periods with fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company has evaluated the impact of the adoption of ASU 2016-15, which had no effect on the Company’s financial ~~statements, and there was no material impact on the financial~~ statements.

~~Table of Contents~~

~~XSUNX, INC.~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS – UNAUDITED~~

~~JUNE 30, 2020~~

2.	~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~

In August 2017, FASB issued ~~accounting standards update~~ ASU-2017-12, “D” (Topic 815) – “Targeted Improvements to Accounting for Hedging Activities”, to require an entity to present the earnings effect of the hedging instrument in the same statement line item in which the earnings effect of the hedged item is reported. The amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods with the fiscal years beginning after December 15, 2020. Early adoption is permitted in any interim period after issuance of the update. The Company has evaluated the impact of the adoption of ASU 2017-12, which had no effect on the Company’s financial ~~statements, and there was no material impact on the financial~~ statements.

In June 2018, ~~the Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standards Update (“ASU”)~~ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, ~~2018,~~2017, with early adoption permitted. The Company has evaluated the impact of the adoption of ASU 2018-07, which had no effect on the Company’s financial ~~statements, and there was no material impact on its financial~~ statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify certain disclosure requirements of fair value measurements and are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company has evaluated the impact of the adoption of ASU 2018-13, which had no effect on the Company’s financial ~~statements, and there was no material impact on the financial~~ statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying ~~condensed~~ financial statements.

3.	9 Table of Contents NOVACCESS GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED MARCH 31, 2021 AND 2020 3. CAPITAL STOCK

At ~~December~~March 31, ~~2019,~~2021, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with no par value. Effective August 25, 2020, we filed articles of amendment to our articles of incorporation with the Colorado Secretary of State to effectuate a 1-for-1,000 reverse stock split of the Company’s outstanding shares of common stock.

The Company is also authorized to issue 50,000,000 shares of preferred stock with a par value of $0.01 per ~~share of which 10,000 shares have been designated as Series A Preferred Stock.~~share. The rights, preferences and privileges of the holders of the preferred stock are determined by the Board of Directors prior to issuance of such shares.

Preferred Stock

~~As of June 30, 2020,~~

At March 31, 2021 the Company had ~~5,000~~25,000 shares of issued and outstanding Series B Preferred Stock following the conversion of 5,000 shares of Series A Preferred ~~Stock issued to the Company’s Chief Executive Officer and Director, Tom M. Djokovich.~~Stock. The Series A shares were originally issued in consideration for the contribution of services by ~~Mr.~~Tom Djokovich, the Company’s then President and Chief Executive Officer, to the Company valued at fifty dollars, which the Board deemed full and fair consideration. Because of such issuance, Mr. Djokovich ~~has~~had the ability to influence and determine stockholder votes. On March 18, 2020, ~~XsunX, Inc. (the “Company”), Tom Djokovich, the President and Chief Executive Officer of~~ the Company, Mr. Djokovich, and TN3, LLC, a Wyoming limited liability company owned by Daniel G. Martin (“TN3”), entered into a Stock Purchase Agreement (the “Agreement”). Pursuant to the Agreement, Mr. Djokovich agreed to sell his 5,000 shares of Series A Preferred Stock ~~(“Stock”) of the Company~~ to TN3 in a private sale for cash. The holder of the Series A Preferred Stock may cast votes equal to not less than 60% of the total outstanding voting power of the Company on all matters voted on by the shareholders of the Company. Completion of the sale of the Series A Preferred Stock is conditioned upon a number of events, including the filing by the Company of a Schedule 14F to disclose changes in the management of the Company that will occur in connection with the sale.

On ~~May 13,~~September 4, 2020, the Company ~~filed an information statement pursuant~~issued 25,000 shares of unregistered Series B Convertible Preferred stock, $0.01 par value per share, to ~~Section 14(f)~~TN3 in exchange for the redemption of 5,000 shares of Series A preferred stock. Each share of Series B Preferred Stock entitles the holder to cast 40,000 votes on any action presented to the shareholders. Each share of Series B Preferred Stock converts at 10,000 common shares. In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the ~~Securities exchange Act~~Corporation, the holders of ~~1934 and Rule 14f-1 thereunder providing further information related to the below proposed transaction, which the Company originally disclosed within its March 24, 2020 filing~~shares of Series B Preferred Stock shall be paid out based on ~~Form 8K.~~an as converted basis. Dividend for Series B Preferred Stock shall be declared on an as converted basis.

~~Table of Contents~~

~~XSUNX, INC.~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS – UNAUDITED~~

~~JUNE 30, 2020~~

3.	~~CAPITAL STOCK (Continued)~~

Common Stock

Effective August 25, 2020, we filed articles of amendment to our articles of incorporation with the Colorado Secretary of State to effectuate a 1-for-1,000 reverse stock split of the Company’s outstanding shares of common stock.

During the ~~nine~~six months ended ~~June 30,~~March 31, 2021, the Company issued 11,252,850 shares of common stock. For an expense of $145,941 based on the closing market value on grant date 311,945 shares were issued to various vendors for services provided; 1,440,905 shares were issued in relation to stock subscriptions for net proceeds of $295,000; and 9,500,000 shares were issued to related parties for services and expense at $936,000 based upon the closing market value on grant date (please refer to Note 13 for more details).

During the period ended March 31, 2020, the Company had no issuance of shares of common stock.

During the nine months ended June 30, 2019, the Company issued 133,780,925 shares of common stock upon conversion of principal in the amount of $55,000, plus accrued interest of $2,750, with an aggregate fair value loss on settlement of debt of $33,829.

4.	4. CONVERTIBLE PROMISSORY NOTES

As of ~~June 30, 2020,~~March 31, 2021, the outstanding convertible promissory notes are summarized as follows:

Convertible Promissory Notes	$	205,494	$	209,209
Less current portion		55,494		94,209
Total long-term liabilities	$	150,000	$	115,000

Maturities of long-term debt for the next ~~three~~four years are as follows:

Period Ended

June 30,

2022
$ 55,494
2023
60,000
2024
90,000
$ 205,494

Year Ending
September 30,
2021	$	94,209
2022		75,000
2023		40,000
	$	209,209

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~~At June 30,~~NOVACCESS GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

MARCH 31, 2021 AND 2020 ~~the $205,494 in convertible promissory notes.~~

4. CONVERTIBLE PROMISSORY NOTES (Continued)

On October 20, 2015, the Company entered into a third extension of the Note originally issued September 30, 2013. The extension terms included mandatory payments of $10,000 per month beginning November 1, 2015 until the note in the amount of $143,033 is paid in full. The Note bears interest at 12% annum and has a conversion price of 60% of the lowest volume weighted average price (“VWAP”) occurring during the twenty trading days preceding any conversion date by Holder. The balance of the provisions of the Note remained substantially the same. As of ~~December~~March 31, ~~2019, the remaining~~2021the balance of the Note was ~~$36,217. As of June 30, 2020, the balance of the Note was $39,614,~~$43,329, which includes capitalized interest for the period of ~~$3,397.~~$2,505. As of ~~June 30, 2020,~~March 31, 2021, the Note has matured and is in default. On May 11, 2021, the ~~Company~~Lender has agreed to convert the outstanding principal and interest into shares of our common stock pursuant to the ~~Holder has entered into discussions for the repayment~~terms of the ~~Note.~~note.

On November 20, 2014, the Company issued a 10% unsecured convertible promissory note (the “November Note”) for the principal sum of up to $400,000 plus accrued interest on any advanced principal funds. The November Note matures eighteen months from each advance. The ~~Note was extended for each tranche with maturity dates of June 30, 2021 and August 18, 2021. The~~ November Note may be converted by the lender into shares of common stock of the Company at the lesser of ~~$.0125~~$12.5 per share or (b) fifty percent (50%) of the lowest trade prices following issuance of the November Note or (c) the lowest effective price per share granted to any person or entity. On November 20, 2014, the lender advanced $50,000 to the Company under the November Note at inception. On various dates from February 18, 2015 through September 30, 2016, the lender advanced an additional $350,000 under the November Note. The tranches advanced on the November Note mature on June 30, 2021 and August 18, 2021. As of ~~June 30, 2020,~~March 31, 2021, there remains an aggregate outstanding principal balance of $50,880.

On May 10, 2017, the Company issued a 10% unsecured convertible promissory note (the “May Note”) for the principal sum of up to $150,000 plus accrued interest on any advanced principal funds. The Lender may pay additional consideration at the Lenders discretion. The Company received a tranche in the amount of $25,000 upon execution of the May Note. On various dates, the Company received additional tranches in the aggregate sum of $90,000. The May Note matured twelve months from each tranche. Within thirty (30) days prior to the maturity date, the Lender may extend the maturity date to sixty (60) months. The May Note tranches mature from May 12, 2022 through December 14, 2022. The May Note may be converted by the lender into shares of common stock of the Company at the lesser of ~~$.01~~$10 per share or (b) fifty percent (50%) of the lowest trade price of common stock recorded on any trade day after the effective date, or (c) the lowest effective price per share granted to any person or entity. As of ~~June 30, 2020,~~March 31, 2021, the balance remaining on the May Note was $115,000.

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~~XSUNX, INC.~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS – UNAUDITED~~

~~JUNE 30, 2020~~

4.	~~CONVERTIBLE PROMISSORY NOTES (Continued)~~

We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory notes was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the ~~note~~notes under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the ~~note~~notes in ~~its~~their entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically according to the stock price fluctuations based upon the Binomial lattice model calculation.

The convertible notes issued and described in Note 4 above, do not have fixed settlement provisions because their conversion prices are not fixed. The conversion feature has been characterized as a derivative liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

We record the full value of the derivative as a liability at issuance with an offset to valuation discount, which will be amortized over the life of the Notes.

At ~~June 30, 2020,~~March 31, 2021, the fair value of the derivative liability was ~~$748,255.~~$1,809,098.

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NOVACCESS GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

MARCH 31, 2021 AND 2020

4. CONVERTIBLE PROMISSORY NOTES (Continued)

For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used Binomial lattice valuation model. The significant assumptions used in the Binomial lattice valuation of the derivatives are as follows:

Risk free interest rate		Between ~~0.13%~~ 0.01%and ~~0.29%~~0.16%
Stock volatility factor		Between ~~119.0%~~191.0% and ~~207.0%~~375.0%
Months to Maturity		0 - 5 years
Expected dividend yield		None

5.	5. CONVERTIBLE PROMISSORY NOTES – RELATED PARTY

Issuance of Convertible Promissory Notes for Services to Related Party

As of March 31, 2016, Company issued the remaining unsecured Convertible Promissory Notes (the “Notes”) in the amount of $12,000 to a Board member (the “Holder”) in exchange for retention as a director during the fiscal year ending September 30, 2014. The Note can be converted into shares of common stock by the Holder for ~~$0.0045~~$4.5 per share. The Note matured on October 1, 2015 and bore a one-time interest charge of $1,200, which was applied to the principal on October 1, 2014. So long as any shares issuable under a conversion are subject to transfer and sale restrictions imposed pursuant to SEC Rule 144 of the Rules promulgated under the Securities Act of 1933, the Company shall, upon written request by Holder, file Form S-8, if applicable, with the U.S. Securities and Exchange commission to register the issued. The convertible note has a fixed settlement provision and does not qualify as a derivative.

6.	~~NOTE PAYABLE-RELATED PARTY~~

On August 5, 2014 the Company issued a 10% unsecured promissory note (the “Note”) to a related party in the aggregate principal amount of up to $80,000, plus accrued interest on any advanced principal funds. The principal use of the proceeds from any advance under the Note are intended to assist in the purchase of materials, and services for the solar PV systems that we sell and install. Consideration advanced under the Note matures twenty-four (24) months from each advance. During the nine months ended June 30, 2020, the Company paid off the principal in the amount of $5,000, plus accrued interest of $7,903. The balance as of June 30, 2020 was $0.

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~~XSUNX, INC.~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS~~6. REVENUE FROM CONTRACTS WITH CUSTOMERS – ~~UNAUDITED~~DISCONTINUED OPERATIONS

~~JUNE 30, 2020~~

7.	~~REVENUE FROM CONTRACTS WITH CUSTOMERS~~

Revenues and related costs on construction contracts were recognized as the performance of obligations for work were satisfied over time in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, ~~will be~~are recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). The cost of uninstalled materials or equipment ~~will~~would generally be excluded from our recognition of profit, unless specifically produced or manufactured for a project, because such costs are not considered to be a measure of progress. As of June 2, 2020, the Company discontinued it’s direct delivery method for its solar contracting operations by outsourcing the completion of sold projects under a Transition Services Agreement with a licensed California contractor.

The following table represents a disaggregation of revenue by ~~customer~~ type of good or service from contracts with customers for the ~~nine~~three and six months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~2020.

					Three Months Ended				Six Months Ended
	Nine Months Ended June 30,				March 31,				March 31,
	2020		2019		2021		2020		2021		2020
Commercial	$	998,373	$	1,091,691	$	-	$	598,246	$	-	$	780,062
Residential		45,960		50,525		-	$	27,390		-		45,960
Management fees		-		17,250
	$	1,044,333	$	1,159,466	$	-	$	625,636	$	-	$	826,022

Contract assets represents revenues recognized in excess of amounts billed on contracts in progress. Contract liabilities represents billings in excess of revenues recognized on contracts in progress. Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying balance sheets, as they will be liquidated in the normal course of the contract completion. The contract asset ~~for the nine months ending June~~at March 31, 2021 and September 30, 2020 ~~and the year ended September 30, 2019 was $0 and $0, respectively.~~were $0. The contract liability ~~for the nine months ended June 30, 2020 and the year ended September 30, 2019 was $0 and $33,138, respectively.~~

8.	~~ACCOUNTS PAYABLE AND ACCRUED LIABILITIES~~

~~Accounts payable and accrued liabilities consisted of the following~~ at ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019:~~2020 were $0.

6/30/2020

9/30/2019

Trade accounts payable
$ 93,409 $ 129,425
Credit cards payable
61,706 67,155
Accrued liabilities
53,558 54,478
$ 208,673 $ 251,058

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9.	NOVACCESS GLOBAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED MARCH 31, 2021 AND 2020 7. OPTIONS

On June 2, 2020, the Company issued 2,000,000,000 options to purchase common stock. These options will be exercisable on a cashless basis for a period of ten years from the effective date of the ~~Stock Split~~one-for-1,000 reverse stock split at an exercise price of $0.00001 per share on a ~~pre-Stock Split~~pre-stock split basis. The number of options on the post stock split basis is 2,000,000, and the exercise price of $0.01 per share. The purpose of the options ~~are~~is to compensate our directors for serving on the ~~Board~~board without compensation in fiscal 2019. It is difficult to assess the value of the options given the highly limited trading in our ~~Common Stock,~~common stock, the fact that the options shares have not been and are not expected to be registered for resale and will be restricted, and the speculative nature of the Company’s future business plans. However, we estimated the value of the services provided by each of our directors during 2019,and believe that the value of the options to be issued to each of our resigning directors approximates that amount.

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~~XSUNX, INC.~~

~~NOTES TO THE CONDENSED FINANCIAL STATEMENTS – UNAUDITED~~

~~JUNE 30, 2020~~

9.	~~OPTIONS (Continued)~~

~~A summary of the Company’s options activity and related information follows for the nine months ended June 30, 2020:~~

June 30, 2020

Weighted

Number

average

of

exercise

Options

price

Outstanding - beginning of period
- $ -
Granted
2,000,000,000 $ .00001
Exercised
- $ -
Forfeited
- $ -
Outstanding - end of period
2,000,000,000 $ .00001

At ~~June 30, 2020,~~March 31, 2021, the weighted average remaining contractual life of options outstanding:

June 30, 2020

Weighted

Average

Remaining

Exercisable

Options

Options

Contractual

Prices

Outstanding

Exercisable

Life (years)

$ .00001 2,000,000,000 2,000,000,000 9.93

March 31, 2021

Weighted

Average

Remaining

Exercisable

Options

Contractual

Prices

Outstanding

Exercisable

Life (years)

.01

2,000,000

9.17

~~For purpose of determining the fair market value~~8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the ~~options, the Company used the Black Scholes valuation model. The significant assumptions used in the Black Scholes valuation model for the warrants are as follows:~~following at March 31, 2021 and September 30, 2020:

~~Risk Free Interest Rate~~		~~0.32~~	%
~~Stock Volatility Factor~~		~~146.0~~	%
~~Weighted Average Expected Option Life~~	~~5 Years~~
~~Expected Dividend Yield~~	~~None~~

	3/31/2021		9/30/2020
Trade accounts payable	$	251,829	$	88,519
Credit cards payable		66,894		65,304
Accrued liabilities		95,709		65,215
Accrued payroll		23,290		-
Deferred compensation		120,508		-
License Fees Payable		40,402		50,402
		598,632		269,440

~~The stock-based compensation expense recognized in the statement of operations during the nine months ended June 30, 2020 related to the granting of these warrants was $399,259.~~

~~10.~~

~~DUE TO~~9. LOAN PAYABLE, RELATED PARTY

During the period ended ~~June~~September 30, 2020, the Company’s chairman and the CEO each advanced funds to the Company for operating expenses in the total amount of $24,287. As of March 31, 2021, these balances have been reimbursed.

On March 30, 2021 the Company issued an unsecured promissory note to Innovest Global, Inc. with a principal and waived interest in the amount of $25,000. Our Chairman Dan Martin is CEO of Innovest.

10. DUE TO RELATED PARTY

During the periods ended March 31, 2021, Innovest Global, Inc. (Innovest) advanced funds to the Company for operating expenses in the amount of ~~$68,312.~~$74,940. As of ~~June 30, 2020,~~March 31, 2021, the amount has not been reimbursed to Innovest Global, Inc. Our Chairman Dan Martin is CEO of Innovest.

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~~XSUNX,~~NOVACCESS GLOBAL, INC.

NOTES TO ~~THE~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS –- UNAUDITED

~~JUNE 30,~~MARCH 31, 2021 AND 2020

~~11.~~

11. BUSINESS TRANSITION

On June 2, 2020, in connection with TN3’s acquisition of shares of NovAccess Series B preferred stock from Tom Djokovich, our former president and chief executive officer, the ~~Seller (Mr. Tom Djokovich)~~Company entered into a transition ~~service~~services agreement (the “Services Agreement”) with ~~the Buyer (Mr. Daniel G. Martin), sole owner, president and chairman of the board of TN3. Mr. Martin is also the chief executive officer of Innovest Global,~~Solar Energy Builders, Inc. (the “Service Provider”), a ~~diversified industrial company.~~company controlled by Mr. Djokovich. The ~~Buyer is in~~Company has exited the ~~process of ceasing the~~ XsunX solar business to transition to the ~~StemVax~~biotechnology business. ~~XsunX will~~The Company discontinued ~~it’s~~its direct delivery method for its solar contracting operations by outsourcing the completion of sold projects under athe Transition Services Agreement with ~~a licensed California contractor “the~~the Service ~~Provider”.~~Provider. The Company’s intent is to transition from providing contracting services directly to its customers to marketing solar services to potential customers and referring those customers to the Service Provider or engaging the Service Provider to provide the services to customers on behalf of the Company. The Company’s operations in future periods will be focused on generating a referral fee of 1% of any gross sales generated through these referrals. We anticipate that this change in operations, and delivery method, will have a negative impact on our gross sales and resulting revenues, if any. However, during the period ended ~~June~~September 30, 2020 the Company began efforts to expand its operations to include the commercialization of developmental healthcare solutions in the biotechnology, medical, and health and wellness markets which efforts are ongoing. There can be no assurance that the Company’s change to its contracting operations to focus on referral fee revenues, and its efforts to expand operations into healthcare solutions in the biotechnology, medical, and health and wellness markets will be successful, or that the Company will continue to generate revenues of significance similar to prior periods.

~~At the completion of the acquisition of the StemVax Business, Seller will withdraw~~Mr. Djokovich withdrew his position as the qualifying individual for the ~~XsunX~~Company’s contractor license for the XsunX ~~Business,~~solar business and ~~upon completion of the withdrawal, XsunX and the Seller will terminate~~terminated the Transition Services Agreement. ~~Thereafter, the Seller~~Mr. Djokovich may accept contracts initially marketed by ~~XsunX~~the Company with the ~~Seller~~Service Provider as the qualifying individual for the ~~XsunX~~solar license, without obligation to ~~XsunX~~the Company for any cash flows therefrom. The timing and procedures for the transition of the XsunX Business is governed by the Transition Services Agreement. In the event of any contradiction or discrepancy between this Agreement and the Transition Services Agreement, the terms and provisions of the Transition Services Agreement will govern.

In connection with preparing for the transition, the Company paid Solar Energy Builders, Inc, a related party, $185,300 to serve as the outside contractor for the assumption of the jobs that were started, and completed. The Company recognized the expense in cost of sales for the period, and also deducted the net book value of certain assets (computer and small equipment) in the amount of $2,092, leaving a net amount paid of $183,208. As of June 30, 2020, the transition has not been completed.

~~Also, purchase options were issued to the board of directors as mentioned in Note 9 for payment of services.~~

In connection with closing the Transaction and transition into a new business plan, the Company will enter into a transition services agreement (the “Services Agreement”) with Tom Djokovich, our current President and Chief Executive Officer, and Solar Energy Builders, Inc., a company controlled by Mr. Djokovich (“Solar Energy”). Pursuant to the Services Agreement, we will engage Solar Energy to service our solar business customers or refer those customers to Solar Energy on an exclusive basis. For referrals, Solar Energy will pay us a referral fee of 1% of the gross amount paid by the referred customer to Solar Energy. We intend to continue to market our solar services while preparing to transition into the new business plan. As of June 30, 2020, no referral fees have been paid to Solar Energy.

~~12.~~

12. DISCONTINUED OPERATIONS

On June 2, 2020, the Company entered into a transition agreement, and will change their focus to a new line of business. As a result the Company will discontinue XsunX, Inc., and all related operations. Pursuant to the reporting requirements of ASC 205-20, ~~Presentation of Financial Statements – Discontinued Operations,~~ the Company has determined that the business qualifies for presentation as a discontinued operation. Therefore, the Company has reclassified the business assets and liabilities as discontinued operations in the accompanying Balance Sheet and presented the operating results as discontinued operations in the accompanying statements of Operations and Statements of Cash Flows.

~~12.~~

~~DISCONTINUED OPERATIONS (Continued)~~

Financial information for ~~XsunX Inc,~~the Company for the three ~~month~~ and ~~nine~~six months ended ~~June~~March 31, 2021 and 2020, respectively, and as of March 31, 2021 and September 30, 2020 are presented in the following table:

	Three Months Ended					Nine Months Ended				Three months ended March 31,				Six months ended March 31,
	June 30, 2020			June 30, 2019		June 30, 2020		June 30, 2019		2021		2020		2021		2020

SALES	$	218,311		$	296,237	$	1,044,333	$	1,159,466	$	-	$	625,636	$	-	$	826,022

COST OF GOODS SOLD		285,836			194,193		822,603		661,224		-		380,589		-		536,767

GROSS PROFIT		(67,525	)		102,044		221,730		498,242		-		245,047		-		289,255

OPERATING EXPENSES

Depreciation and amortization expense		-			148		478		342
Depreciation expense											-		239		-		478

TOTAL OPERATING EXPENSES of DISCONTINUED OPERATIONS		-			148		478		342
TOTAL OPERATING EXPENSES OF DISCONTINUED OPERATIONS											-		239		-		478

NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS	$	(67,525	)	$	101,896	$	221,252	$	497,900	$	-	$	244,808	$	-	$	288,777

June 30, 2020

September 30, 2019

(Unaudited)

ASSETS

CURRENT ASSETS

   Contract receivables of discontinued operations
- 198,083

                        Total Current Assets of discontinued operations
- 198,083

Net Property and Equipment of discontinued operations
- 2,570

                        TOTAL ASSETS of DISCONTINUED OPERATIONS
$ - $ 200,653

LIABILITIES

CURRENT LIABILITIES

   Contract liabilities of discontinued operations
- 33,138

                        Total Current Liabilities of discontinued operations
- 33,138

                       TOTAL CURRENT LIABILITIES of DISCONTINUED OPERATIONS
- 33,138

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~~12.~~

NOVACCESS GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

MARCH 31, 2021 AND 2020

12. DISCONTINUED OPERATIONS (Continued)

	March 31,		September 30,
	2021		2020
ASSETS

CURRENT ASSETS

Contract receivables of discontinued operations	$	-	$	-

Total Current Assets of discontinued operations		-		-

Net Property and Equipment of discontinued operations		-		-

TOTAL ASSETS OF DISCONTINUED OPERATIONS	$	-	$	-

LIABILITIES

CURRENT LIABILITIES

Contract liabilities of discontinued operations		-		-

Total Current Liabilities of discontinued operations		-		-

TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS	$	-	$	-

13. RELATED PARTY TRANSACTIONS

On September 4, 2020, the Company entered into a management services agreement (the “Agreement”) with TN3, LLC. Pursuant to the Agreement, TN3 will provide NovAccess with office space in Chesterland, Ohio and management, administrative, marketing, bookkeeping and IT services for a fee of $30,000 a month. The initial term of the Agreement is three years, with subsequent one-year renewals. TN3 holds all of our outstanding preferred stock and is owned by Daniel G. Martin, our chief executive officer at the time of this transaction, and the sole member of our board of directors.

On November 23, 2020 the Company issued 7,500,000 shares of common stock to Innovest Global, Inc. for the September 8, 2020 acquisition of StemVax, LLC. Our Chairman Dan Martin is CEO of Innovest.

On November 23, 2020 the Company issued 1,800,000 shares of common stock to Dwain K. Morris-Irvin to compensate him for serving as our chief executive officer. The stock-based compensation expense in the amount of $846,000 was reported on the Company’s financial statements for the six months ended March 31, 2021.

On October 21, 2020, L. Michael Yukich joined the Company as chief financial officer. His offer letter provides for the issuance of 200,000 shares of common stock to compensate him for his services. These shares were issued by the Company’s transfer agent on January 19, 2021. The stock-based compensation expense in the amount of $90,000 was reported in the Company’s financial statements for the six months ended March 31, 2021.

During the period ended September 30, 2020, the Company’s chairman and the CEO each advanced funds to the Company for operating expenses in the total amount of $24,287. As of March 31, 2021, these balances have been reimbursed.

On March 30, 2021 the Company issued an unsecured promissory note to Innovest Global, Inc. with a principal and waived interest in the amount of $25,000. Our Chairman Dan Martin is CEO of Innovest.

During the periods ended March 31, 2021, Innovest Global, Inc. (Innovest) advanced funds to the Company for operating expenses in the amount of $74,940. As of March 31, 2021, the amount has not been reimbursed to Innovest Global, Inc.

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NOVACCESS GLOBAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

MARCH 31, 2021 AND 2020

14. SUBSEQUENT EVENTS

Management has evaluated subsequent events as of May 19, 2021, the date the consolidated financial ~~statement date~~statements were available to be issued according to the requirements of ASC ~~TOPIC 855~~topic 855.

Subsequent to the fiscal quarter ended March 31, 2021, 471,778 shares of common stock were issued by the Company, including 200,000 shares for investment in the Company by various private investors, and 271,778 to outside service providers.

On May 11, 2021, the holder of a convertible note with a balance as of March 31, 2021 of $43,329 has ~~no events~~agreed to ~~report.~~convert the outstanding principal and interest into shares of our common stock pursuant to the terms of the note.

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Item 2. ~~Management’s~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~CAUTIONARY AND FORWARD LOOKING STATEMENTS~~Cautionary Statement Concerning Forward-Looking Statements

~~In addition to~~The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements ~~of historical fact,~~and the related notes included elsewhere in this Quarterly Report on Form ~~10-Q~~10-Q. In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking ~~statements. The presentation of future aspects of XsunX, Inc. (“XsunX”, the “Company” or “issuer”) found in these~~ statements ~~is subject to a number of~~that involve risks, uncertainties and uncertainties that could cause actual results to differ materially from those reflected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, or “could” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements.assumptions. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under ~~“Item 1A:~~Item 1A. Risk ~~Factors” in~~Factors of our Form 10-K for the ~~Company’s Annual Report on Form 10-K.~~fiscal year ended September 30, 2020.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause XsunX’s actual results to be materially different from any future results expressed or implied by XsunX in those statements. Important facts that could prevent XsunX from achieving any stated goals include, but are not limited to, the following:

~~Some of these risks might include, but are not limited to, the following:~~

~~(a) volatility or decline of the Company’s stock price;~~

~~(b) potential fluctuation in quarterly results;~~

~~(c) failure of the Company to earn revenues or profits;~~

~~(d) inadequate capital to continue or expand its business, inability to raise additional capital or financing to implement its business plans;~~

~~(e) failure to commercialize its technology or to make sales;~~

~~(f) rapid and significant changes in markets;~~

~~(g) litigation with or legal claims and allegations by outside parties;~~

~~(h) insufficient revenues to cover operating costs.~~

There is no assurance that the Company will be profitable, the Company may not be able to successfully develop, manage or market its products and services. The Company may not be able to attract or retain qualified executives and technology personnel, the Company’s products and services may become obsolete, government regulation may hinder the Company’s business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of warrants and stock options, and other risks inherent in the Company’s businesses.

~~The Company undertakes~~We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date ~~hereof. Readers~~of this report. You should carefully review the factors described in other documents ~~the Company~~that NovAccess files from time to time with the ~~Securities~~SEC.

Results of Operations for the Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2020

Revenue and ~~Exchange Commission,~~Cost of Sales:

The Company generated no revenue for the second quarter of fiscal 2021 ended March 31, 2021 compared to $625,636 for the second quarter of fiscal 2020 ended March 31, 2020. The lack of revenue in the second quarter of 2021 was due to our change in focus from selling commercial solar systems and steel canopy construction services to investing in the biotechnology industry following our acquisition of StemVax, LLC, a biopharmaceutical company developing novel therapies for brain tumor patients, in September 2020. The costs of goods sold in the second quarter of 2021 and 2020 was $0 and $380,589, respectively.

Pursuant to the reporting requirements of ASC 205-20, Presentation of Financial Statements — Discontinued Operations, we have determined that the Company’s solar business qualifies for presentation as a discontinued operation. Therefore, we have reclassified and presented these operating results as discontinued operations in the accompanying statements of operations.

Selling, General and Administrative Expenses:

Selling, general and administrative (SG&A) expenses increased by $142,117 during the second quarter of fiscal 2021 to $281,319 as compared to $139,203 for the second quarter of fiscal 2020. The increase in SG&A expenses was related primarily to an increase of $52,146 in professional fees due to our fundraising and other investor related activities and $89,971 in outside services expense incurred in the second quarter of 2021.

Other Income/(Expenses):

Other expenses increased by $320,825 from $67,062 for the second quarter of fiscal 2020 to $387,887 for second quarter of fiscal 2021. The increase in other expenses was primarily due to recognition of a loss on net change in fair market value of the derivative instruments of $382,539 in the second quarter of 2021 compared to a loss of $59,458 recognized in the second quarter of 2020.

Net Loss:

For the second quarter of fiscal 2021, our net loss was $669,206 as compared to net income of $38,543 (net of $244,808 income from discontinued operations) for the second quarter of fiscal 2020. The majority of the increase in net loss of $707,749 was due to an increase in other expenses associated with the net change in derivative instruments estimated each period and by an increase in SG&A expenses in 2021. The derivative instruments estimates are based on multiple inputs, including the ~~Quarterly Reports~~market price of our stock, interest rates, our stock price volatility, variable conversion prices based on ~~Form 10-Q~~market prices defined in the respective agreements and ~~Annual Reports~~probabilities of certain outcomes based on ~~Form 10-K~~managements’ estimates. These inputs are subject to significant changes from period to period. As a result, the estimated fair value of the derivative liabilities will fluctuate from period to period, and ~~Form 10-K/A filed~~the fluctuation may be material.

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Results of Operations for the Six Months Ended March 31, 2021 Compared to the Six Months Ended March 31, 2020

Revenue and Cost of Sales:

The Company generated no revenue for the six months ended March 31, 2021 compared to $826,022 for the six months ended March 31, 2020. The lack of revenue in the first half of 2021 was due to our change in focus from selling commercial solar systems and steel canopy construction services to investing in the biotechnology industry following our acquisition of StemVax, LLC, a biopharmaceutical company developing novel therapies for brain tumor patients, in September 2020. The costs of goods sold for the six months ended March 31, 2021 and 2020 was $0 and $536,767, respectively.

Selling, General and Administrative Expenses:

Selling, general and administrative (SG&A) expenses increased by $1,420,401 during the six months ended March 31, 2021 to $1,681,210 as compared to $260,809 for the first half of 2021. The increase in SG&A expenses was related primarily to the Company recognizing $936,000 in stock compensation expense in connection with the issuance of stock to our chief executive officer and ~~any Current Reports on Form 8-K filed by~~chief financial officer for services rendered; an increase of $206,066 in professional fees due to our fundraising and other investors related activities; $190,000 in outside services expense incurred during the ~~Company.~~first half of 2021; as well as a $78,471 increase in payroll related expenses.

~~Management believes~~Other Income/(Expenses):

Other income/(expenses) increased by $1,258,207 from other expense of $91,089 for the ~~summary data presented herein is~~six months ended March 31, 2020 to other income of $1,167,118 for first half of 2021. The increase in net total other income was primarily due to recognition of a gain on net change in fair ~~presentation~~market value of the ~~Company’s results~~derivative instruments of ~~operations~~$1,180,067 in the first half of 2021 compared to a loss of $75,537 recognized in 2020.

Net Loss:

For the six months ended March 31, 2021, our net loss was $514,092 as compared to a net loss of $63,121 (net of $288,777 income from discontinued operations) for the ~~periods presented. Due~~first half of 2020. The majority of the increase in net loss of $450,971 was due to an increase in SG&A expenses in 2021 partially offset by an increase in other income associated with the ~~Company’s~~net change in ~~primary business focus~~derivative instruments estimated each period. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices defined in the respective agreements and ~~new business opportunities these historical results may not necessarily be indicative~~probabilities of ~~results~~certain outcomes based on managements’ estimates. These inputs are subject to ~~be expected for any future~~significant changes from period to period. As ~~such, future results~~a result, the estimated fair value of the ~~Company~~derivative liabilities will fluctuate from period to period, and the fluctuation may ~~differ significantly from previous periods.~~be material.

~~Organization~~Liquidity and Capital Resources

~~XsunX, Inc. (“XsunX,”~~We had a working capital deficit as of March 31, 2021 of $2,591,881, compared to a working capital deficit of $3,454,730 as of September 30, 2020. The decrease of $862,849 in working capital deficit was primarily the ~~“Company”~~result of a decrease in derivative liability and increase in cash partially offset by an increase in accounts payable, accrued expenses, and deferred compensation.

For the six months ended March 31, 2021, our cash flow used by operating activities was $280,521, compared to cash flow provided by operating activities of $111,652 for first half of 2020. Out of these amounts, $280,521 and $28,482 was used by continuing operating activities in the first half of 2021 and 2020, respectively. The balance of $140,134 was provided by discontinued operating activities in 2020. The net decrease of $392,173 in cash flow provided by operating activities was primarily due to changes in assets and liabilities and lack of revenue in 2021.

There was no cash flow provided by/(used in) investing activities for the six months ended March 31, 2021 or 2020.

Cash flow provided by financing activities was $302,341 for the ~~“issuer”) is a Colorado corporation formerly known as Sun River Mining Inc. “Sun River”).~~six months ended March 31, 2021, compared to cash used by financing activities of $7,200 during the first half of 2020. The ~~Company~~increase in cash flow provided by financing activities was ~~originally incorporated in Colorado on February 25, 1997. Effective September 24, 2003,~~primarily the ~~Company completed a plan~~result of ~~reorganization and name change~~stock subscriptions sold to ~~XsunX, Inc.~~investors.

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~~Business Overview/Summary~~

~~New Business Plan~~

On June 2, 2020, TN3, LLC, a limited liability company owned by Daniel G. Martin, purchased all of the outstanding shares of preferred stock of XsunX from Tom Djokovich, our former president and chief executive officer, for $50,000. In addition, TN3 agreed to pay for certain expenses of the transaction incurred by Mr. Djokovich and XsunX totaling more than $50,000. Upon acquiring the preferred shares, Mr. Martin became the sole director and chief executive officer of the company. For more information about Mr. Martin’s acquisition of the preferred stock and his appointment to our board, please see our ~~Schedule 14F-1/A~~ ~~filed with the Securities and Exchange Commission (SEC) on May 13, 2020 and~~ ~~Form 8-K~~ ~~filed with the SEC on June 8, 2020.~~

During the period ending June 30, 2020 the Company changed the delivery method for its solar contracting operations by outsourcing the completion of sold projects under a Transition Services Agreement with a licensed California contractor “the Service Provider”. The Company’s intent is to transition from providing contracting services directly to its customers to marketing solar services to potential customers and referring those customers to the Service Provider or engaging the Service Provider to provide the services to customers on behalf of the Company. The Company’s operations in future periods will be focused on generating a referral fee of 1% of any gross sales generated through these referrals. We anticipate that this change in operations, and delivery method, will have a negative impact on our gross sales and resulting revenues, if any. However, during the period ended June 30, 2020 the Company began efforts to expand its operations to include the commercialization of developmental healthcare solutions in the biotechnology, medical, and health and wellness markets which efforts are ongoing. There can be no assurance that the Company’s change to its contracting operations to focus on referral fee revenues, and its efforts to expand operations into healthcare solutions in the biotechnology, medical, and health and wellness markets will be successful, or that the Company will continue to generate revenues of significance similar to prior periods.”

On June 2, 2020, we entered into a membership interest purchase agreement with Innovest to acquire StemVax for 7.5 million shares of our unregistered common stock (after giving effect to the 1-for-1,000 reverse stock split described in this information statement). We expect to complete the acquisition in the third calendar quarter of 2020 but cannot guarantee that the transaction will be completed when expected, or at all.

We believe that investing in the biotechnology industry will significantly increase value for our shareholders. However, we cannot guaranty that we will be successful in this endeavor or that we can locate, acquire and finance the acquisition of biotechnology companies. Currently, we continue to engage in the marketing of solar photovoltaic power generation and storage solutions.

~~Critical Accounting Policies~~

The Securities and Exchange Commission (“SEC”) defines “critical accounting policies” as those that require application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Not all of the accounting policies require management to make difficult, subjective or complex judgments or estimates. However, the following policies could be deemed to be critical within the SEC definition.

~~Revenue Recognition~~Off-Balance Sheet Arrangements

We recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured.

Revenues and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined.

~~Table of Contents~~

~~Use of Estimates~~

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, valuation of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~Fair Value of Financial Instruments~~

Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2020, the amounts reported for cash, prepaid expenses, accounts payable and accrued expenses approximate the fair value because of their short maturities.

~~Recently Issued Accounting Pronouncements~~

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

~~RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED~~ ~~JUNE 30~~~~, 2020 COMPARED TO THREE MONTHS ENDED~~ ~~JUNE 30~~~~, 2019.~~

~~Selling, General and Administrative Expenses:~~

Selling, General and Administrative (SG&A) expenses increased by $369,991 during the three months ended June 30, 2020 to $489,873 as compared to $119,882 for the prior three months ended June 30, 2019. The increase in SG&A expenses was primarily due to an increase in labor wages, and other administrative expenses, which include non-cash stock compensation expense of $399,259. Management expects SG&A expenses may increase in future periods as the Company continues to expand its marketing, sales, and service efforts.

~~Change in Derivative Liability~~

The change in derivative liability for the three months ended June 30, 2020 and 2019, was a gain of $1,272,932, compared to a loss of $434,387 in the prior period, as a result of an increase in the fair value of the derivative liability.

~~Interest~~

Interest expense during the three months ended June 30, 2020 was $7,432 compared to $8,067 for the prior three months ended June 30, 2019. The decrease was the result of less convertible notes and no debt discount.

~~Net Loss from Continuing Operations~~

~~Net Income (Loss) from continuing operations was $775,626 and $(562,336) for the three months ended June 30, 2020 and 2019, respectively, as result of gains discussed above.~~

~~Income ( Loss) from Discontinued Operations~~

Income (Loss) on discontinued operations was a loss of ($67,525) and income of $101,896 for the three months ended June 30, 2020 and 2019, respectively, as a result of reclassifying XsunX, Inc. business as discontinued operations.

~~Net Income (Loss)~~

Net Income for the three months ended June 30, 2020, was $708,101, compared to a Net Loss of $(460,440) for the prior period ended June 30, 2019. The increase in Net Income was caused by the change in income and expense discussed above.

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~~RESULTS OF OPERATIONS FOR THE~~ ~~NINE MONTHS ENDED JUNE 30, 2020~~ ~~COMPARED TO~~ ~~NINE~~ ~~MONTHS ENDED~~ ~~JUNE 30~~~~, 2019.~~

~~Selling, General and Administrative Expenses~~:

Selling, General and Administrative (SG&A) expenses $750,682 as compared to $405,464 for the nine months ended June 30, 2019. The increase in SG&A expenses was related primarily due to a increase in non-cash stock compensation expense of $399,259 and other administrative expenses.

~~Change in Derivative Liability~~

The change in derivative liability for the nine months ended June 30, 2020 and 2019, was a gain on change in derivative of $1,197,395 compared to a gain of $1,433,500, and a gain on conversion of debt of $33,829 in the prior period. The decrease in the current period was the result of a decrease in the fair value of the derivative liability and gain on conversion of debt.

~~Interest~~

Interest expense during the nine months ended June 30, 2020 was $22,985 compared to $64,094 for the prior nine months ended June 30, 2019. The decrease was the result of less convertible notes and no debt discount.

~~Net Loss from Continuing Operations~~

~~Net Income from continuing operations was $423,728 and $930,113 for the nine months ended June 30, 2020 and 2019, respectively, as result of gains discussed above.~~

~~Income (Loss) from Discontinued Operations~~

Income (Loss) on discontinued operations was income of $221,252 and income of $497,900 for the nine months ended June 30, 2020 and 2019, respectively, as a result of reclassifying XsunX, Inc. business as discontinued operations.

~~Net Income (Loss)~~

Net Income for the nine months ended June 30, 2020, was $644,980, compared to a Net Loss of $1,428,013 for the prior period ended June 30, 2019. The increase in Net Income was caused by the change in income and expense discussed above.

~~Liquidity and Capital Resources~~

We had a working capital deficit at June 30, 2020 of $1,041,712, as compared to a working capital deficit of $2,072,641 as of September 30, 2019. The decrease in working capital deficit was primarily the result of an decrease in derivative liability.

~~Cash Flows~~

Nine months ended June 30,

2020

2019

Net cash (used in) provided by operating activities - continuing operations
$ (236,437 ) $ 114,535
Net cash provided by investing activities - continuing operations
$ - $ -
Net cash provided by (used in) financing activities
$ 61,112 $ (24,300 )

Cash flows used in operating activities – continuing operations was $236,437 for the nine months ended June 30, 2020, as compared to cash flows provided by operating activities of $114,535 for the prior nine months ended June 30, 2019. The increase in cash flow used in operating activities was due primarily to a decrease of cash flow from accounts receivable.

Cash flows provided by investing activities – continuing operations for the nine months ended June 30, 2020 was $0, as compared to cash flows used in investing activities of $0 for the prior nine months ended June 30, 2019. The Company purchased certain assets in the prior period.

~~Table of Contents~~

Cash flows provided by financing activities for the nine months ended June 30, 2020 was $61,112, compared to cash flows used in financing activities of $24,300. Our capital needs have primarily been met from the proceeds of private placements, convertible notes, and initial revenues resulting from our change in business operations focused on the sale, design, and installation of Solar Photovoltaic (PV), and managed Energy Storage Systems (ESS) for commercial and industrial real-estate in in the period.

Our financial statements as of June 30, 2020 have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has issued their report dated December 20, 2019, that included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Capital Resources~~

We have only common and preferred stock as our capital resources. We have no material commitments for capital expenditures within the next year, however as we work to market and make sales of our commercial solar PV system services, substantial capital may be needed to expand and pay for these activities.

~~Need for Additional Financing~~

We do not have capital sufficient to meet our cash needs. We will have to seek loans or equity placements to cover such cash needs. No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred.

~~OFF-BALANCE SHEET ARRANGEMENTS~~

We do not have any ~~off-balance sheet~~relationships with unconsolidated entities or financial partnerships such as entities often referred to as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance-sheet arrangements or for other contractually narrow or limited purposes. As a result, we are not exposed to any financing, liquidity, market or credit risk that ~~are reasonably likely to have a current or future effect on our financial condition, revenues, result of operations, liquidity or capital expenditures.~~could arise if we had engaged in such relationships.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~We do~~Because NovAccess is a “smaller reporting company” as defined by the Securities and Exchange Commission (the “SEC”) we are not ~~have any~~required to provide quantitative and qualitative disclosures about market ~~risk sensitive instruments. Since all operations are in U.S. dollar denominated accounts, we do not have foreign currency~~ risk. ~~Our operating costs are reported in U.S. dollars.~~

~~The Company does not invest in term financial products or instruments or derivatives involving risk other than money market accounts, which fluctuate with interest rates at market.~~

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

~~As of the end of the period covered by this report, we conducted an evaluation, under the supervision and~~Our management team, with the participation of our chief executive officer, Dwain K. Morris-Irvin, and chief financial officer, L. Michael Yukich, evaluated the effectiveness of ~~our~~the design and operation of NovAccess’ disclosure controls and procedures (as defined ~~in Rule 13a-15(e) and Rule 15d-15(e)~~under the Securities Exchange Act) as of ~~the Exchange Act).~~March 31, 2021. Based upon this evaluation, ~~our chief executive officer~~Messrs. Morris-Irvin and ~~chief financial officer~~Yukich concluded that ~~our~~the Company’s disclosure controls and procedures ~~are~~were not effective ~~to ensure that information required to be disclosed by us~~as of March 31, 2021.

Changes in ~~the reports that we file or submit~~Internal Control Over Financial Reporting

Our senior management team is responsible for establishing and maintaining adequate internal control over financial reporting, defined under the Exchange Act ~~is: (i) recorded, processed, summarized~~as a process designed by, or under the supervision of, our principal executive and ~~reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief~~principal financial ~~officer,~~officers, or ~~person~~persons performing similar functions, ~~as appropriate~~and effected by our board, senior management and other personnel, to ~~allow timely decisions~~provide reasonable assurance regarding ~~required disclosure.~~ the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles.

~~Changes~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in ~~Internal Control over Financial Reporting~~

~~There was no change~~conditions, or the degree of compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by the Securities Exchange Act that occurred during our second fiscal quarter that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal ~~controls~~control over financial reporting.

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~~PART~~Part II ~~- OTHER INFORMATION~~— Other Information

Item 1. Legal Proceedings.

~~None~~We are not involved in any legal proceedings.

Item 1A. Risk ~~Factors~~Factors.

~~There are no material changes from~~Please refer to the risk factors ~~previously disclosed in the Registrant’s~~listed under Item 1A. Risk Factors of our Form 10-K ~~filed with~~for the ~~Securities and Exchange Commission dated December 20, 2019.~~ fiscal year ended September 30, 2020 for information relating to certain risk factors applicable to NovAccess.

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.

~~None~~During the quarter end of March 31, 2021, we issued 1,010,199 unregistered shares of our common stock that were not previously reported on Form 8-K for capital raising and compensatory purposes as described in more detail below.

On January 19, 2021, we issued 200,000 unregistered shares of our common stock to L. Michael Yukich to compensate him for serving as our chief financial officer. On February 24, 2021, we issued 2,500 unregistered shares to Dr. Elaine King Miller, a member of our advisory board, for her advisory services provide to NovAccess. On March 24, 2021, we issued 5,000 unregistered shares to each of Mr. Renard Currie, Dr. Andrew Norris and Dr. Lachlan Thompson, members of our advisory board, for their advisory services provide to NovAccess. The issuances of shares to our management team were exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

On each of January 8, 2021, January 28, January 29 and March 4, 2021, we issued 8,889 of our unregistered shares to Satya Chillara, an employee of Darrow Associates, for investor relations services provided to NovAccess for the months of December 2020 and January, February and March 2021. The issuances of shares to Ms. Chillara were exempt from registration under Section 4(a)(2) of the Securities Act.

During the quarter ended March 31, 2021, we offered unregistered shares of our common stock in a private placement to accredited investors to fund our working capital needs. We sold 757,143 shares to five investors during the quarter at prices ranging from $0.20 to $0.35 a share for a total of $170,000. The issuance of shares in the private placement was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) under the Securities Act.

Item 3. Defaults Upon Senior ~~Securities~~Securities.

~~None.~~On October 20, 2015, we entered into a third extension of a promissory note issued to Gemini Master Fund, Ltd. on September 30, 2013. The extension terms included mandatory payments of $10,000 per month beginning November 1, 2015 until the note in the amount of $143,033 was paid in full by March 30, 2017. The note bears interest at 12% per year, and is convertible by the holder into shares of our common stock at a per share conversion price of 60% of the lowest volume weighted average price of our stock occurring during the twenty trading days preceding the conversion date. As of March 31, 2021, the note was in default and had a remaining balance of $43,329, which includes capitalized interest for the quarter of $1,257. Gemini has agreed to convert the outstanding principal and interest into shares of our common stock pursuant to the terms of the note.

Item 4. ~~Mining and~~Mine Safety ~~Disclosures~~Disclosures.

~~None.~~We are not engaged in mining operations.

Item 5. Other ~~information~~Information.

~~None.~~On March 30, 2021, we entered into a loan agreement with Innovest Global, Inc. in connection with $25,000 loaned by Innovest to NovAccess. The loan is due upon demand. Our chairman Daniel G. Martin is the CEO and chairman of Innovest. The Innovest loan agreement and issuances of unregistered shares of our common stock during the quarter ended March 31, 2020 described under Item 2. Unregistered Sales of Equity Securities and Use of Proceeds above were required to be reported on Form 8-K. We have disclosed on Form 8-K all other reportable events that occurred in the quarter ended March 31, 2021.

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Item 6. ~~Exhibits~~Exhibits.

~~The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.~~

Exhibit		Description
10.1
~~10.1~~		~~Form 14F/A disclosing proposed change in management~~Loan Agreement for $25,000 between NovAccess Global Inc. and ~~business model (2)~~Innovest Global, Inc. dated March 30, 2020
~~10.2~~		~~Form 14C shareholder information statement related to biotechnology (3)~~
31.1		Certification ~~of Chief Financial Officer and Principal Executive Officer pursuant~~Pursuant to Section 302 of the Sarbanes-Oxley Act ~~(1)~~— Dwain Morris-Irvin
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — L. Michael Yukich
32.1		Certification ~~of Principal Executive and Financial Officer pursuant~~Pursuant to Section 906 of the Sarbanes-Oxley Act ~~(1)~~
~~101.INS~~101		The following materials from the NovAccess Global Inc. Quarterly Report on Form 10-Q for the period ended March 31, 2021, formatted in XBRL ~~Instance Document~~(eXtensible Business Reporting Language):
~~101.SCH~~(i) the Condensed Consolidated Balance Sheets at March 31, 2021 and September 30, 2020,	(ii) the Condensed Consolidated Statements of Operations for the Three and Six months Ended March 31, 2021 and March 31, 2020,	~~XBRL Taxonomy Extension Schema Document~~(iii) the Condensed Consolidated Statements of Shareholders’ Deficit for the Six Months Ended March 31, 2021 and 2020,
~~101.CAL~~(iv) the Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2021 and March 31, 2020, and		~~XBRL Taxonomy Extension Calculation Linkbase Document~~
~~101.DEF~~		~~XBRL Taxonomy Extension Label Linkbase Document~~
~~101.LAB~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~
~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase Document~~(v) related notes to the Consolidated Financial Statements.

	~~(1)~~	~~Filed Herewith~~
	~~(2)~~	~~Incorporated by reference to Form 14F/A filed with the securities exchange commission on May 13, 2020~~
	~~(3)~~	~~Incorporated by reference to Form 14C filed with the securities exchange commission on June 29, 2020~~

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~~SIGNATURES~~Signatures

Pursuant to the requirements of ~~Section 13 or 15(d) of~~ the Securities Exchange Act of 1934, ~~as amended,~~ the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~XSUNX, INC.~~NovAccess Global Inc.

~~Dated: August 21, 2020~~	~~By:~~Date: May 19, 2021	/s/ ~~Dan~~~~iel G.~~ ~~Martin~~Dwain K. Morris-Irvin
	Dwain K. Morris-Irvin, Chief Executive Officer
	(Principal Executive Officer)

Date: May 19, 2021	~~Dan~~~~iel G.~~ ~~Martin~~,/s/ L. Michael Yukich
	L. Michael Yukich, Chief Financial Officer
	(Principal ~~Executive~~Financial and Accounting ~~Officer~~Officer)

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	FISCAL NINE MONTHS ENDED JUNE 30, 2019
											Stock Options/
	Preferred Stock				Common Stock				Additional Paid-in		Warrants Paid-in-		Accumulated
	Shares		Amount		Shares		Amount		Capital		Capital		Deficit			Total
Balance at September 30, 2018		5,000		50		1,468,106,819		33,311,674		5,335,398		3,811,700		(47,096,505	)		(4,637,683	)

Common stock issued upon conversion of debt and accrued interest		-		-		133,780,925		91,579		-		-		-			91,579

Net Income		-		-		-		-		-		-		1,428,011			1,428,011
Balance at June 30, 2019 (unaudited)		5,000	$	50		1,601,887,744	$	33,403,253	$	5,335,398	$	3,811,700	$	(45,668,494	)	$	(3,118,093	)

	For the Nine Months Ended
	June 30, 2020			June 30, 2019
OPERATING ACTIVITIES:
Net Income	$	644,980		$	1,428,011
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities

Gain on change in derivative liability		(1,197,395	)		(1,433,500	)
Amortization of debt discount recorded as interest expense		-			36,309
Loss on conversion of debt		-			33,829
Stock compensation expense		399,259			-

Changes in Assets and Liabilities:

Prepaid expenses		5,707			4,536
Accounts payable		(86,016	)		17,001
Other payable		(5,449	)		1,721
Accrued expenses		2,477			26,628

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES –CONTINUED OPERATIONS		(236,437	)		114,535

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES –DISCONTINUED OPERATIONS		167,515			(68,723	)

NET CASH (USED IN) PROVIDED BY OPERATIONS		(68,922	)		45,812

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed asset – discontinued operations		-			(2,284	)

NET CASH USED IN INVESTING ACTIVITIES – DISCONTINUED OPERATIONS		-			(2,284	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Due to related party		68,312			-
Payments on related party promissory notes		(7,200	)		(24,300	)

NET PROVIDED BY (CASH USED) IN FINANCING ACTIVITIES		61,112			(24,300	)

NET INCREASE (DECREASED) IN CASH		(7,810	)		19,228

CASH, BEGINNING OF PERIOD		7,964			41,090

CASH, END OF PERIOD	$	154		$	60,318

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	6,955		$	7,911
Taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Issuance of common stock upon conversion of debt and accrued interest	$	-		$	91,579
Accrued interest capitalized into convertible note	$	3,397		$	4,846

	For the Three Months Ended						For the Nine Months Ended
	6/30/2020			6/30/2019			6/30/2020		6/30/2019

Profit (Loss) from continuing operations to common shareholders (Numerator)	$	775,626		$	(562,336	)	$	423,728	$	930,111

Profit (Loss) from discontinued operations to common shareholders (Numerator)	$	(67,525	)	$	101,896		$	221,252	$	497,900

Profit (Loss) to common shareholders (Numerator)	$	708, 101		$	(460,440	)	$	644,980	$	1,428,011

Weighted average number of common shares outstanding (Denominator)		1,601,887,744			1,601,887,744			1,601,887,744		1,545,192,198

Effect of convertible notes		-			-			-		-

Weighted average number of ordinary shares in issue		1,601,887,744			1,601,887,744			1,601,887,744		1,545,192,198

Basic earnings (loss) per share	$	0.00		$	(0.00	)	$	0.00	$	0.00

Balance as of September 30, 2019	$	1,945,650
Net Gain on change in derivative liability		(1,197,395	)
Ending balance as of June 30, 2020	$	748,255

Period Ended
June 30,
2022	$	55,494
2023		60,000
2024		90,000
	$	205,494

	6/30/2020		9/30/2019
Trade accounts payable	$	93,409	$	129,425
Credit cards payable		61,706		67,155
Accrued liabilities		53,558		54,478
	$	208,673	$	251,058

	June 30, 2020
			Weighted
	Number		average
	of		exercise
	Options		price
Outstanding - beginning of period		-	$	-
Granted		2,000,000,000	$	.00001
Exercised		-	$	-
Forfeited		-	$	-
Outstanding - end of period		2,000,000,000	$	.00001

	Nine months ended June 30,
	2020			2019
Net cash (used in) provided by operating activities - continuing operations	$	(236,437	)	$	114,535
Net cash provided by investing activities - continuing operations	$	-		$	-
Net cash provided by (used in) financing activities	$	61,112		$	(24,300	)