SecProbe.io

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Mail Stop 7010

						September 12, 2005

via U.S. mail and Facsimile

Tom Djokovich
Chief Executive Officer
XSUNX, Inc.
65 Enterprise
Aliso Viejo, California 93117

	Re:	XSUNX, Inc.
Form SB-2 filed August 17, 2005
File No. 333-127613

Dear Mr. Djokovich:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2 filed August 17, 2005

General

1. It appears that you are registering the resale of common shares
underlying warrants and convertible debentures that were issued to
Cornell Capital as described in the securities purchase agreement
and
in connection with the standby equity distribution agreement.  We
note that the holders of the debentures may convert the debentures
into common shares at any time and it appears that the warrants
are
immediately exercisable.  Note that we consider agreements that
give
investors the right to acquire additional securities to provide
the
investor with an investment decision that suggests the investor is
not irrevocably bound.  Given that Cornell Capital may exercise
the
warrants and convert the debentures at any time, and therefore it
may
acquire additional securities at the same time or after the
company
exercises its put, please tell us why you believe the equity line
transaction is consistent with our position set forth in the
Current
Issues and Rulemaking Projects Outline Quarterly Update, March 31,
2001.  In particular, please discuss why you believe that the
Cornell
Capital is irrevocably bound given that it has the ability to make
investment decisions as to the purchase of shares underlying the
warrants and convertible debentures.  We may have further comments
upon review of your response.

2. We note that Cornell Capital`s managing partner and general
counsel serves as the escrow agent for the standby equity
distribution agreement.  It appears that this Cornell Capital
affiliate exercises sole discretion with respect to the release of
shares and/or funds from escrow.  In addition, Section 6 of the
escrow agreement suggests that this Cornell Capital affiliate is
permitted to resolve any disputes under the escrow agreement to
his
satisfaction.  In view of this affiliate relationship between
Cornell
Capital and the escrow agent and the functions of the escrow
agent,
it appears that Cornell Capital is exercising actual or potential
discretion as to whether it will perform its obligations under the
standby equity distribution agreement.  Please provide us with
your
analysis as to whether this affiliate relationship provides
Cornell
Capital any discretion that is inconsistent with our position
regarding equity lines of credit set forth in the Current Issues
and
Rulemaking Projects Outline Quarterly Update, March 31, 2001.

3. In the Pledge and Escrow Agreement, we note the Terms and
Conditions section 5 stating that the "Escrow Agent shall have the
absolute right to disburse the Pledged Shares to the Pledgee in
batches not to exceed 9.9% of the outstanding capital of the
Pledgor
(which limit may be waived by the Pledgee...)".  We also note the
standby equity distribution agreement contains a provision
limiting
Cornell Capital`s stock ownership to 9.9%.  It appears that
allowing
Cornell Capital to waive the cap on the amount of securities that
it
can hold will allow Cornell Capital the ability to affect the
market
price of the common shares.  Please provide us a detailed analysis
as
to why you believe this discretion is not inconsistent with our
position regarding equity lines of credit as set forth in the
Current
Issues Outline cited above.

4. Please be advised that following the effectiveness of your
registration statement, you must file a prospectus supplement:

* whenever you exercise the right to put shares to Cornell Capital
under the standby equity distribution agreement; and
* to reflect changes in selling security holder information,
including sales of material amounts of securities.

5. Please include a separate section describing the material terms
of
the standby equity purchase agreement.

6. In the section describing the standby equity purchase
agreement,
please discuss the alternative financing methods you considered
prior
to deciding to enter into an equity line of credit arrangement
with
Cornell Capital and why you ultimately decided to enter into an
equity line of credit arrangement with Cornell Capital.

7. Please disclose the material terms of the pledge and escrow
agreement.  Please also discuss the mechanics of the escrow.
Please
also discuss the securities purchase agreement.

Fee Table and Prospectus Cover Page

8. It appears that you have not included the resale of the common
shares issued to Newbridge Securities in the fee table.  Please
revise.  In this regard, we note your disclosure on the prospectus
cover page stating the amounts of shares to be sold by the selling
shareholders, and it appears that the resale of shares by
Newbridge
Securities has not be included in the total number of shares
listed
at the top of the prospectus cover page.  Please revise the cover
page, and throughout the prospectus as necessary, to include the
shares to be resold by Newbridge in the total number of common
shares
to be resold.

9. Please revise the penultimate sentence in the second paragraph
to
disclose the name of the party in which you entered into the
Standby
Equity Distribution Agreement.

10. Revise to state that you will receive proceeds from the
conversion of the debentures.  Disclose the conversion price
related
to the convertible debentures and the exercise price of the
warrants.

11. We note that Cornell Capital will pay a per share purchase
price
equal to 96% of the market price of your common stock at the time
of
purchase.  We also note in the Standby Equity Distribution
Agreement
that Cornell will receive a 5% fee each time the company exercises
a
put.  Revise here, and throughout the prospectus, to remove the
distinction between the purchase price and the 5% fee and instead
disclose that Cornell Capital will pay a purchase price equal to
91%
of the market price of your common shares.

12. Please disclose here and in the Plan of Distribution section
that
Cornell Capital`s 9% discount on the market price of your common
shares is an underwriting discount.

13. Please disclose the amount of the lowest volume weighted
average
price of your common shares for the most recent five-day trading
period.  Update this information as necessary in future pre-
effective
amendments.

Prospectus Summary, page 1

14. Please clarify here, and the in your MD&A, how Cornell Capital
may own 40% or more of your common stock upon completion of
purchases
under the equity agreement if the agreement limits Cornell`s
ownership to 9.9%.  In this regard, we note that the pledge and
escrow agreement refers to the 9.9% cap and the warrant and
convertible debenture agreements refer to a 4.9% cap on Cornell`s
ownership of the company`s stock.  Please provide us with an
explanation of these discrepancies.  Revise your discussion in the
Plan of Distribution on page 27 accordingly.

15. Revise to disclose the shares offered for resale by Newbridge
Securities.

16. Revise the use of proceeds section to state that you will
receive
proceeds from the exercise of the warrants and the conversion of
the
debentures.

17. Please describe the actual offering price that the selling
shareholders will pay.

18. Please disclose that the escrow agent is an affiliate of
Cornell
Capital.

19. We note section 3.11 of your standby equity distribution
agreement.  We have the following comments:

* Please add disclosure in this section, and elsewhere in your
prospectus as appropriate, that Cornell Capital may sell shares of
common stock that are subject to a call before it actually
receives
those shares.  Please also discuss the impact of these sales on
the
market price of your common stock.

* Please explain how Cornell Capital will be able to sell shares
prior to its receipt of those shares if the number of shares is
not
determined until the fifth trading day following a put notice.

* Please add disclosure in this section, and elsewhere in your
prospectus as appropriate, that Cornell Capital may not engage in
short sales.  Please also explain the meaning of short sales.

20. Please clarify that Cornell Capital`s sales of shares will
likely
cause the market price of your common stock to decline.

21. Include a discussion of the material terms of the pledge and
escrow agreement.

Risk Factors, page 3

22. Please include discussion addressing the risk that Cornell
will
pay less than market price and will therefore have an incentive to
sell its shares which could cause stock price declines.

The large number of shares issuable..., page 5

23. Please tell us, and revise to explain how the issuance of
shares
to Cornell may result in Cornell controlling the company given
that
there a 9.9% cap on the number of common shares that Cornell may
own
under the standby equity distribution agreement.

We may not be able to access sufficient funds...page 5

24. We note that you are limited to a maximum drawdown of $250,000
per advance; however, the standby equity distribution agreement
states that the first advance will be for $390,000.  Please revise
to
disclose that information and state, if true, that after the first
distribution you are limited to advances of $250,000 and that you
may
make a put to Cornell every five days.

Use of Proceeds, page 7

25. Revise to disclose that the prospectus also relates to shares
being sold by Newbridge Securities.  Disclose that you may receive
proceeds from the conversion of the debentures into common shares.
Revise to disclose the approximate amount of proceeds you may
receive
from the exercise of the warrants and the conversion of the
debentures.

26. Please describe in greater detail your anticipated use of the
net
proceeds of your standby equity distribution agreement.  We also
note
from Section 4.22 of the standby equity distribution agreement
that
you may use proceeds to pay loans.  Therefore, it would appear
that
you could use the proceeds of the equity line to pay any amounts
due
to Cornell Capital pursuant to the convertible debentures.  Please
revise your disclosures accordingly.  If you use the proceeds to
repay loans, please provide the disclosure required by Instruction
1
to Item 504 of Regulation S-B.

Security Ownership of Certain Beneficial Owners and Management,
page
22

27. Please revise to provide a separate listing for Djokovich
Limited
Partnership in the beneficial ownership table.  In addition, you
should include Cornell Capital in the beneficial ownership table.

Selling Shareholders, page 23

28. Revise the selling shareholder table to include a line that
shows
the total number of shares to be offered in this prospectus.

29. We note the statement in footnote three that the amount of
shares
owned by Cornell Capital prior to the offering assumes the waiver
of
the provision in the agreement limiting ownership to 9.9% of your
common stock.  Please tell us how the waiver of this provision is
consistent with our position on equity lines.  See comments four
and
twelve above.

30. Please revise your disclosures to identify the natural person
or
persons who have voting or investment control over the company`s
securities that Cornell Capital owns.  See Interpretation 4S. of
Regulation S-K Item 507 in the March 1999 supplement of the manual
of
publicly available CF telephone interpretations.

31. We note the debentures are convertible into shares of common
stock at a conversion price of $.10 per share subject to
adjustment.
Please discuss when and how the price would be adjusted and
provide
an example of how the adjusted price would be calculated.

32. Revise to state, if true, that the warrants are immediately
exercisable.

33. Revise your discussion of the standby equity distribution
agreement to state that Cornell will be irrevocably bound to
purchase
the shares.

34. If Newbridge will act as a placement agent for the shares
going
forward, please tell us why they are not acting as an underwriter
in
this offering.  We note your statements in the seventh paragraph
on
the cover page and throughout this section that no other
underwriter
has been engaged to facilitate the sale of shares.

Description of Securities, page 25
Warrants, page 25

35. Revise to disclose when the warrants became or will become
exercisable.  Clarify which warrants pertain to the common shares
being registered for resale in this transaction.

Plan of Distribution, page 26

36. We reference the first sentence in this section.  Please
disclose
that you will file a prospectus supplement to name successors to
any
named selling stockholders who are able to use the prospectus to
resell the securities.

37. Please expand to describe in greater detail Rule 144 under the
Securities Act as it pertains to resales of your common stock.

38. Please describe how Newbridge participated as a placement
agent.
In this regard, address the fact that you had already entered into
the agreement to sell the shares when you engaged them to act as
placement agent.

39. Please disclose whether you gave any consideration to the fact
that Newbridge Securities appears to act as placement agent in
many
of the equity lines funded by Cornell Capital and that this on-
going
relationship could impact its ability to represent your interests.

Exhibits, page II-3

40. We note that the Securities Purchase Agreement was filed with
the
Form 8-K dated July 14, 2005.  Please confirm that exhibits A-F of
the Securities Purchase Agreement are the additional exhibits
filed
with the Form 8-K.  Otherwise, please amend the Form 8-K to
include
exhibits A-F with the Securities Purchase Agreement.

Exhibit 5.1

41. Revise the opinion to include the shares being registered for
resale by Newbridge Securities.

Signatures, page II-5

42. Please revise to state, if true, that Tom Djokovich is the
company`s principal accounting officer.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
accelerat