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): June 30, 2006 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 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 AND 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 Accountant 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 MANAGEMENT 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 Due to increased responsibilities as Chief Operating Office at Platinum Studies, Brian Altounin resigned as a director, Chairman of the Board, and Secretary of the Company on June 30, 2006. 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 Provision of the Code of Ethics None Section 5.06 -Change in Shell Company Status None SECTION 6 -ASSET-BACKED SECURITIES Item 6.01 ABS Informational and Computational Material None Item 6.02 Change of Servicer or Trustee None Item 6.03 Change in Credit Enhancement or Other External Support None Item 6.04 Failure to Make a Required Distribution None Item 6.05 Securities Act Updating Disclosure None SECTION 7 - REGULATION FD Item 7.01 Regulation FD Disclosure None SECTION 8 - OTHER EVENTS Item 8.01 Other Events None SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits A. Financial Statements None B. 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 hereunto duly authorized. XSUNX, INC. By: /s/ Tom Djokovich -------------------------------- Tom Djokovich, President