Entry into a Material Definitive Agreement, Financial Statements
Date: 2/28/2007

 Form 8-K for XSUNX INC


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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.


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)