XSUNX, INC.
                                  65 ENTERPRISE
                              ALISO VIEJO, CA 92656


                                                              December 8, 2005


VIA ELECTRONIC SUBMISSION 
------------------------- 
Division of Corporation Finance 
Securities and Exchange Commission 
100 F Street, N.E.
Washington, D.C.  20549

            Re:   Registration  Statement on Form SB-2 (the "Company") 
                  Initially Filed August 16, 2005
                  File No. 333-127613

Ladies and Gentlemen:

The  Company  hereby  respectfully  requests  pursuant  to Rule  477  under  the
Securities Act of 1933, as amended,  that the Securities and Exchange Commission
(the "Commission")  consent to the withdrawal by the Company of its Registration
Statement  on Form SB-2 filed with the  Commission  on August 16, 2005 (File No.
333-127613) (the "Registration  Statement").  No securities were offered or sold
pursuant to the Registration Statement.

The Company  requests this  withdrawal  because it has elected not to pursue the
registration of the securities  included therein at this time.  Please apply the
Company's filing fee to its account with the Commission.

Thank you for your assistance in this matter.


                                         XSUNX, INC.

                                         By: /s/ Tom Djokovich 
                                             -----------------------------------
                                             Tom Djokovich
                                             Chief Executive Officer