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: October 18, 2004 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 Envents That Accelerate or Increase a Direct Financial Obligation or an Obligation Under and 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. Section 6 - [Reserved] Section 7 - Reulation FD Item 7.01 Regulation FD Disclosure None Section 8 - Other Events Item 8.01 Other Events Dr. Arun Madan has been appointed as Chairman of XsunX's Scientific Advisory Board. Dr. Madan has worked with the Company in its initial phase helping to establish working models and a foundation of research and development on which XsunX recently launched phase two of its development efforts to bring breakthrough photovoltaic technologies to market. Dr. Arun Madan Dr. Madan is a Research Professor in the Department of Metallurgical and Materials Engineering at The Colorado School of Mines, President of MVSystems Inc. and an adjunct at The University of Waterloo, Canada. He became one of the originators of Amorphous Silicon technologies in 1970 and fabricated the first TFT (thin film transistor) as part of his Ph.D thesis. With over 30 years of leading edge scientific accomplishments he has published well over one hundred scientific papers, published a text book now in use at several universities and holds fourteen patents on thin film semiconductor technology as well as advanced vacuum semiconductor deposition systems. In addition to his recognized leadership in the fields of thin film semiconductors and solar cells, he is the founder of two firms, Glasstech Solar Inc. in 1985 and MVSystems, Inc. in 1989. As founder of these firms he has gained over twenty years of international business, marketing and management experience successfully establishing technology sales exceeding $150 million dollars. Leveraging his extensive scientific, business and leadership capabilities he has led teams of scientists/engineers in multi-disciplinary programs providing contract research and development work for a multitude of domestic and international agencies and firms including the National Renewable Energy Laboratory (USA), BP-Solar (USA), Shell (The Netherlands), Kovio (USA), Zettacore (USA), QinetiQ (UK), ENEA (Italy) and Pacific Solar (Australia) etc.. Dr Madan received his Ph.D. - Physics from the University of Dundee, Scotland. 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: November 2, 2004 XSUNX, INC. By: /s/ Tom Djokovich ----------------------------- Tom Djokovich, CEO/President