UNITED STATES

                       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 (Date of earliest event reported): January 5, 2007


                                   XSUNX, INC.
                                   -----------
             (Exact name of registrant as specified in its charter)

Colorado                             000-29621              84-1384159
--------                             ---------              ----------
(State or other jurisdiction         (Commission            (IRS Employer
of incorporation)                    File Number)           Identification No.)


                      65 Enterprise, Aliso Viejo, CA 92656
                      ------------------------------------
               (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

The Company has adopted a Stock  Option Plan to enable the company to obtain and
retain the services of the types of  Employees,  Consultants  and  Directors who
will  contribute  to the Company's  long rang success and to provide  incentives
which are linked  directly to  increases  in share value which will inure to the
benefit of all  stockholders  of the Company.  A total of  20,000,000  shares of
common stock are authorized under the plan.


                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

A. Financial Statements

         None

B. Exhibits

         10.1 2007 XsunX, Inc. Option Plan






                                   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 hereunto duly authorized.

Dated:  January 5, 2007                     XSUNX, INC.



                                            By: /s/ Tom Djokovich
                                                --------------------------------
                                                Tom Djokovich, President