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