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: February 22, 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 with Dr.
Edward Yu 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 Dr.
Yu 100,000 options under the terms of a Stock Option Agreement with an exercise
price of $.53 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 May 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(Dr. Edward Yu)
10.2 Stock Option Agreement (Dr. Edward Yu)
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 27, 2007
XSUNX, INC.
By: /s/ Tom Djokovich
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Tom Djokovich, CEO/President