Item 2.02. Results of Operations and Financial Condition.

     On December 11, 2007, Xenonics Holdings, Inc. issued a press release setting forth its anticipated results of operations for the year ended September 30, 2007 and the quarter ending December 31, 2007. On December 19, 2007 Xenonics Holdings issued a more detailed press release with no material changes in the numbers previously reported. A copy of the December 19, 2007 press release is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Xenonics Holdings, Inc. under the Securities Act of 1933 or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

     Exhibit 99.1 - Xenonics Holdings, Inc. Press Release dated December 19, 2007