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): August 30, 2007

                                   XsunX, Inc.
             (Exact name of registrant as specified in its charter)



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


                  65 Enterprise, Aliso Viejo, California 92656
                  --------------------------------------------
              (Address of principal executive offices and 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.

Effective  August 28, 2007,  XSUNX,  Inc. entered into a two year Consulting and
Advisory  Agreement  with  Michael  A.  Russak  Ph.D.  to become a member of the
Company's  Scientific  Advisory Board ("SAB").  Of interest to the Company,  and
applicability of Dr. Russak's  addition to the SAB, are Dr. Russak's  experience
and  expertise  in the areas of thin film  materials  and devices  for  magnetic
recording,  photovoltaic,  solar thermal applications,  semiconductor devices as
well as glass,  glass-ceramic  and  ceramic  materials.  Dr.  Russak also brings
thirty five years of  industrial  scientific  research  and product  development
experience and over twelve years experience at the executive management level.

Dr. Russak will work with the Company,  and other members of the SAB,  providing
technical  expertise  and  advising  the  Company  in the  areas of  research  &
development,  process and product development,  planning,  third party technical
and resource  requirements,  analysis of research and development  data, and the
management of intellectual assets pertaining to the business of XsunX.

Concurrent  with the  engagement of Dr. Russak as a consultant and member of the
XsunX SAB the Company  authorized  the issuance of an option grant on August 28,
2007 to Dr. Russak in the amount of 100,000 option shares at an option  exercise
price of $0.41 with a first  vesting  date of November  29, 2007 with  following
vesting schedule:

                (a)   The  Option  shall  become  exercisable  in the  amount of
                      12,500 shares upon the First Vesting Date. Thereafter, the
                      Option shall vest become exercisable at the rate of 12,500
                      Shares per calendar  quarter,  or any  apportioned  amount
                      thereof,  during the term of engagement by XsunX,  Inc. of
                      the Optionee.


                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

        A.  Financial Statements - none

        B.  Exhibits - 10.1 Consulting Advisory Agreemen
                            (Michael A. Russak Ph.D.)
                       10.2 Stock Option Agreement (Michael A. Russak Ph.D.)








                                   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 31, 2007

                                        XSUNX, INC.


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