UNITED STATES
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 (Date of earliest event reported): August 30, 2007
XsunX, Inc.
(Exact name of registrant as specified in its charter)
Colorado 000-29621 84-1384159
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
65 Enterprise, Aliso Viejo, California 92656
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(Address of principal executive offices and 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.
Effective August 28, 2007, XSUNX, Inc. entered into a two year Consulting and
Advisory Agreement with Michael A. Russak Ph.D. to become a member of the
Company's Scientific Advisory Board ("SAB"). Of interest to the Company, and
applicability of Dr. Russak's addition to the SAB, are Dr. Russak's experience
and expertise in the areas of thin film materials and devices for magnetic
recording, photovoltaic, solar thermal applications, semiconductor devices as
well as glass, glass-ceramic and ceramic materials. Dr. Russak also brings
thirty five years of industrial scientific research and product development
experience and over twelve years experience at the executive management level.
Dr. Russak will work with the Company, and other members of the SAB, providing
technical expertise and advising the Company in the areas of research &
development, process and product development, planning, third party technical
and resource requirements, analysis of research and development data, and the
management of intellectual assets pertaining to the business of XsunX.
Concurrent with the engagement of Dr. Russak as a consultant and member of the
XsunX SAB the Company authorized the issuance of an option grant on August 28,
2007 to Dr. Russak in the amount of 100,000 option shares at an option exercise
price of $0.41 with a first vesting date of November 29, 2007 with following
vesting schedule:
(a) The Option shall become exercisable in the amount of
12,500 shares upon the First Vesting Date. 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 Agreemen
(Michael A. Russak Ph.D.)
10.2 Stock Option Agreement (Michael A. Russak Ph.D.)
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: August 31, 2007
XSUNX, INC.
By: /s/ Tom Djokovich
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Tom Djokovich, CEO/President