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): October 23, 2007
XsunX, Inc.
(Exact name of registrant as specified in its charter)
Colorado 000-29621 84-1384159
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
65 Enterprise, Aliso Viejo, California 92656
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(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
As part of a plan for the Company to compensate current members, and attract
new members, to its Board of Directors the Company intends to engage in a policy
of providing stock option grants for service as a Director. In furtherance of
this policy the Company authorized an option grant to Mr. Thomas Anderson in
recognition of his services as a member of the XsunX Board of Directors between
the periods October 1, 2003 and September 30, 2007. The option also provides for
the grant of options for Director service to be rendered between the periods
October 1, 2007 and September 30, 2008. The option grant providing for the grant
of 1,250,000 Option Shares was authorized on October 23rd 2007 with an exercise
price per share of $0.36. The vesting schedule is described below:
The vesting schedule for Mr. Anderson is:
The Option shall become exercisable in the following amounts upon the
delivery and/or achievement by Optionee of the following milestones:
(a) The Option shall vest and become exercisable in the amount
of 1,000,000 shares upon the effective date of the grant
for services rendered as a member of the Company Board of
Directors from the period beginning October 1, 2003
through September 30, 2007.
(b) Beginning October 1, 2007 the Option shall vest and become
exercisable at the rate of 62,500 Shares upon the
anniversary of each calendar quarter of continuous service
as a Director, or prorated portion thereof, for services
rendered as a member of the Company Board of Directors up
to a total of 250,000 shares.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
A. Financial Statements - none
B. Exhibits - 10.1 Stock Option Agreement (Thomas Anderson)
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: October 29, 2007
XSUNX, INC.
By: /s/ Tom Djokovich
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Tom Djokovich, CEO/President