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 26, 2007 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 The Company entered into a Stock Option Agreement with the following people: Joseph Grimes Jeff Huitt Kurt Laetz Dr. John J. Moore Robert Wendt The Company also entered into an Employment Agreement with the following people: Joseph Grimes Jeff Huitt Kurt Laetz Robert Wendt The Company entered into a Consulting and Advisory Agreement with Dr. John J. Moore. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits A. Financial Statements - none B. Exhibits - 10.1 Stock Option Agreement (Joseph Grimes) 10.2 Stock Option Agreement (Jeff Huitt) 10.3 Stock Option Agreement (Kurt Laetz) 10.4 Stock Option Agreement (Dr. John J. Moore) 10.5 Stock Option Agreement (Robert Wendt) 10.6 Employment Agreement (Joseph Grimes) 10.7 Employment Agreement (Jeff Huitt) 10.8 Employment Agreement (Kurt Laetz) 10.9 Employment Agreement (Robert Wendt) 10.10 Consulting Agreement and Advisory Agreement (Dr. John J. Moore) 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: February 13, 2007 XSUNX, INC. By: /s/ Tom Djokovich ----------------------------- Tom Djokovich, CEO/President