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: January 24, 2011

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))
 
 
Item 8.01 Other Events.

  On January 24, 2011, XsunX, Inc., a Colorado corporation (the “Company”) released a letter to shareholders (the “Shareholder Newsletter”) providing information to the Company’s efforts to develop and market a new hybrid manufacturing technology for the mass production of Copper Indium Gallium (di) Selenide (CIGS) thin film solar cells.

The Shareholder Newsletter provides information regarding the Company’s work with a manufacturer of solar modules for the use of solar cells that will be produced by the XsunX CIGSolar™ technology – specifically solar module assembly. The Shareholder Newsletter outlines how the two companies have been working on a limited basis developing an understanding of each party’s capabilities, and that the parties have now elected to expand the relationship and are working to finalize a Joint Business Agreement. A copy of the Shareholder Newsletter is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 8.01.
 
Item 9.01    Financial Statements and Exhibits.
    
(a)     Not applicable.
    
(b)     Not applicable.
        
(c)     Not applicable.
    
(d)              Exhibit
 
EXHIBIT NO.
  
DESCRIPTION
  
LOCATION
99.1
  
Shareholder Newsletter, dated January 24, 2011
  
Provided herewith

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.
 
 
XSUNX, INC.
     
Date: January 24, 2011
By:  
/s/ Tom Djokovich
 
Tom Djokovich
 
Title: CEO/Secretary
 
 
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