ThZeal - The Zeal

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

TABLE OF CONTENTS


	ITEM 1
	ITEM 2
	ITEM 3 If this statement is filed pursuant to §§ 240.13d-1(b),or 240.13d-2(b) or (c), check whether the person filing is a:
	ITEM 4 Ownership
	ITEM 5 Ownership of Five Percent or Less of a Class
	ITEM 6 Ownership of More than Five Percent on Behalf of Another
	ITEM 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
	ITEM 8 Identification and Classification of Members of the Group
	ITEM 9 Notice of Dissolution of Group
	ITEM 10 Certification

SCHEDULE 13G

This Statement on Schedule 13G relates to shares of common stock, par value $.001 per share (the “Common Stock”), of Xenonics Holdings,Inc., a Nevada corporation (the “Issuer”).

ITEM 1

	(a)	Name of Issuer: Xenonics Holdings, Inc.

	(b)	Address of Issuer’s Principal Executive Offices: 2236 Rutherford Road, Suite 123 San Diego, California 92008

ITEM 2

	(a)	Name of Person Filing: Selig Zises

	(b)	Address of Principal Business Office or, in none, Residence:

		c/o Xenonics Holdings, Inc. 2236 Rutherford Road, Suite 123 San Diego, California 92008

	(c)	Citizenship: United States

	(d)	Title of Class of Securities: Common Stock, par value $.001 per share.

	(e)	CUSIP Number: 984117-10-1


ITEM 3	If this statement is filed pursuant to §§ 240.13d-1(b),or 240.13d-2(b) or (c), check whether the person filing is a:


(a) o	Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);


(b) o	Bank as defined in section 3(a)(6)of the Act(15 U.S.C 78c)


(c) o	Insurance company as defined in Section 3(a)(19) of the Act(15 U.S.C. 78c);


(d) o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);


(e) o	Investment adviser in accordance with Section 240. 13d-1(b)(1)(ii)(E);


(f) o	An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);


(g) o	A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);


(h) o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);


(i) o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940(15 U.S.C. 80a-3);


(j) o	Group, in accordance with Section 240. 13d-1(b)(1)(ii)(J)

Not Applicable


ITEM 4	Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned: 2,882,950 shares of Common Stock

	(b)	Percent of class: 18.8%

	(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote: 2,882.950

	(ii)	Shared power to vote or to direct the vote: 0

	(iii)	Sole power to dispose or to direct the disposition of: 2,882,950

	(iv)	Shared power to dispose or to direct the disposition of: 0


ITEM 5	Ownership of Five Percent or Less of a Class

NOT APPLICABLE


ITEM 6	Ownership of More than Five Percent on Behalf of Another Person

NOT APPLICABLE


ITEM 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

NOT APPLICABLE


ITEM 8	Identification and Classification of Members of the Group

NOT APPLICABLE


ITEM 9	Notice of Dissolution of Group

NOT APPLICABLE


ITEM 10	Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SCHEDULE 13G
CUSIP No. 984117-10-1

	1.	Name of Reporting Person: Selig Zises			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 2,882,950

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 2,882,950

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,882,950

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 18.8%

	12.	Type of Reporting Person: IN



Dated: 2/12, 2005	By:	/s/ Selig Zises
		Selig Zises
		Owner

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