SecProbe.io

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<TYPE>CORRESP
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                               Michael A. Littman
                                 Attorney at Law
                                7609 Ralston Road
                                Arvada, CO 80002
                                 (303) 422-8127
                               Fax (303) 431-1567

                                 April 22, 2005

Mr. Bret Johnson
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549

Re:      XsunX, Inc.
         File No. 029621
         Your February 10, 2005 Comment Letter

Dear Mr. Johnson:

         In response to your comment letter dated February 10, 2005, XsunX has
amended and filed its 10KSB and responds to your numbered comments as follows:

         1. Please be advised that the reverse split ONLY reversed the "issued
and outstanding" common stock-NOT the authorized. The shareholders voted and
approved the reverse of the "issued and outstanding" common stock with a Proxy
Statement and shareholders' meeting.

         2.  In response to comment #2, see p. 17 and 19-20 for revisions
responsive to your comment between R tags.

         3.  See p. 23 for revisions in the Controls and Procedures section
shown between R tags responsive to comment 3.

         4.  See p. F-1 for revisions in response to comment 4, shown at R tag.

         5.  The report has been corrected in response to comment #5.  See R tag
on p. F1.

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Mr. Bret Johnson
Securities and Exchange Commission
April 22, 2005
Page 2

         6.  In response to comment #6, all financials have been revised to
delete "consolidated" in the headers at p. F-2 to F-5.

         7. In response to comment #7, the "Warrant/Option Expense" was computed
for the value of the Warrants given to Dr. Madan and James Bentley. See attached
chart. Also please read the detail contained in Note 6 to the financials
statements. We believe this is adequate disclosure and that the booking of the
spread between the option exercise price ($.15) and the market value of the
stock at date of grant ($.30) is certainly a most conservative accounting
treatment. It resulted in a $1.2 million charge to expenses for the 8 million
warrants.

         8. In response to comment #8, please see Note 6 to the financial
statements which fully discusses the terms of the Tech Sharing and license
agreement. We believe this is adequate disclosure. The only charges in the
future will be "costs" incurred in developing, adapting, and marketing the
technology, which will be expensed as incurred.

         Please note that XsunX did not attempt to capitalize this expense of
issuance of the options.

         9.  In response to comment #9, XsunX has revised the Cash Flows State-
ment pursuant to your comment #9.  Please note, the revision at "Non-Cash Trans-
actions" at the bottom of the Statement at p. 4.

         10. In response to comment #10, please be advised that the 70 million
shares issued for "technology" which was unproven and not in production was
valued at only $3, because we knew SEC Staff would deem it an "impaired asset"
if we didn't.

         The services for which shares were issued was based upon the market
price of the company stock at the time the services were engaged by XOPTIX in
June 2003. The Company agreed to honor XOPTIX's compensation arrangements as
part of the transaction. The shares were restricted "non-tradable."

         11. In response to comment #11, XsunX chose to book all of the warrant
expense without relation to the "performance" because the performance
measurement was such a subjective (as opposed to objective) evaluation. XsunX
believes in this case such is appropriate to disclose so the public investor has
the most negative possible picture at the earliest date.

         12.  In response to comment #12, see Note 7, revisions in R tags in
response to comment #12.

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Mr. Bret Johnson
Securities and Exchange Commission
April 22, 2005
Page 3

         13.  In response to comment #13, see revisions in R tags in Exhibit 31
in response to comment #13.

         We hope these revisions resolve all of the Staff's comments
satisfactorily. Please let us know if there are further comments.

                                          Sincerely,

                                          /s/ Michael A. Littman
                                          Michael A. Littman

MAL:jb

<PAGE>

Mr. Bret Johnson
Securities and Exchange Commission
April 22, 2005
Page 4

<TABLE>
<CAPTION>

                                                    WARRANT/OPTION EXPENSE CHART

                                                                   Warrant Value
                                                                   at Grant Date
                                                                  Over Exercise             Underlying Share
Owner                    # of Shares        Exercise Price        Price                     Value at Grant Date
-----------------------  ------------------ --------------------- ------------------------  -------------------------
<S>                      <C>                <C>                   <C>                       <C>
James Bentley                     1,000,000                  $.15                     $.15                       $.30
MVSystems                         5,000,000                   .15                      .15                        .30
MVSystems                         1,000,000                   .15                      .15                        .30
Dr. Arun Madan                    1,000,000                   .15                      .15                        .30
</TABLE>

8 million warrants x $.15 (spread at grant date) = $1,200,000.
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