Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2009, XsunX, Inc., a Colorado corporation (the "Company"), accepted the resignation of Jeff Huitt as the Company's chief financial officer, effective immediately. The acceptance by the Company of the resignation of Mr. Huitt was related to the Company's revised plan of operations focusing on the development of new manufacturing technology for CIGS thin films, under which the Company has also been working to reduce its operating costs (a) related to operations that are no longer necessary and (b) related to functions that are redundant. In furtherance of such business plan, the Company has decided to consolidate its accounting operations, which has eliminated the need to have multiple officers performing similar functions, particularly as such functions relate to accounting operations. In connection with the resignation of Mr. Huitt, Tom Djokovich, the Company's chief executive officer and secretary, will now oversee the Company's accounting operations and serve as the Company's principal accounting officer, effective immediately. Mr. Djokovich did not enter into, or receive any grant or award under, any material plan, contract or arrangement in connection with his assumption of duties as the Company's principal accounting officer.

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