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: April 23, 2007
XSUNX, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-29621 84-1384159
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
65 Enterprise, Aliso Viejo, CA 92656
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(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 has entered into a Consulting and Advisory Agreement effective
April 23, 2007 with Dr. Richard Ahrenkiel, DBA Ahrenkiel Consulting for two
years service as a member of the Company's Scientific Advisory Board. In
conjunction with the Advisory Agreement the Company also issued to Ahrenkiel
Consulting 100,000 options under the terms of a Stock Option Agreement with an
exercise price of $.45 per share. The options carry a 5 year exercise term and
vest under the following provisions:
(a) The Option shall become exercisable in the amount of 12,500 shares
upon the First Vesting Date of July 23, 2007. Thereafter, the Option
shall vest become exercisable at the rate of 12,500 Shares per
calendar quarter, or any apportioned amount thereof, during the term
of engagement by XsunX, Inc. of the Optionee.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
A. Financial Statements - none
B. Exhibits - 10.1 Consulting Advisory Agreement(Ahrenkiel Consulting)
10.2 Stock Option Agreement (Ahrenkiel Consulting)
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: April 25, 2007
XSUNX, INC.
By: /s/ Tom Djokovich
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Tom Djokovich, CEO/President