SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: August 2, 2005 XSUNX, INC. --------------- (Exact name of registrant as specified in its charter) Colorado 000-29621 84-1384159 -------- --------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 65 Enterprise, Aliso Viejo, CA 92656 ------------------------------------ (New address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 330-8060 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement None Item 1.02 Termination of a Material Definitive Agreement None Item 1.03 Bankruptcy or Receivership None Section 2 - Financial Information Item 2.01 Completion of Acquisition or Disposition of Assets None Item 2.02 Results of Operations and Financial Condition None Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant None Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement None Item 2.05 Costs Associated with Exit or Disposal Activities None Item 2.06 Material Impairments None Section 3 - Securities Trading Markets Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing None Item 3.02 - Unregistered Sales of Equity Securities None Item 3.03 Material Modification to Rights of Security Holders None Section 4 - Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant's Certifying Account None Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review None. Section 5 - Corporate Governance and Mangement Item 5.01 Changes in Control of Registrant None Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers None Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year None Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans None Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi- sion of the Code of Ethics. None Section 6 - [Reserved] Section 7 - Reulation FD Item 7.01 Regulation FD Disclosure None Section 8 - Other Events Item 8.01 Other Events XsunX, Inc. announed today that its Phase III development program is set to expand R&D capabilities through the addition of new laser development equipment, necessary in the development of key licensable manufacturing techniques. The Company determined that to ensure performance characteristics of solar film, it needed to bring this phase of development in-house. Over the next month it plans to complete the installation of the laser and move as rapidly as possible into developing key manufacturing techniques. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 10, 2005 XSUNX, INC. By: /s/ Tom Djokovich ----------------------------- Tom Djokovich, CEO/President