UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

                                  AMENDMENT #2

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 1, 2007

                                   XsunX, Inc.
             (Exact name of registrant as specified in its charter)



   Colorado                          000-29621                84-1384159
  -----------                        ---------                ----------
(State or other jurisdiction   (Commission File Number)     (IRS Employer
of incorporation)                                           Identification No.)


                  65 Enterprise, Aliso Viejo, California 92656
                  --------------------------------------------
              (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))





Item 1.01    Entry into a Material Definitive Agreement.

On November 1, 2007, XsunX signed a $21 million common stock purchase  agreement
with Fusion Capital Fund II, LLC, an Illinois limited liability company ("Fusion
Capital").  Upon signing the agreement,  XsunX received  $1,000,000  from Fusion
Capital as an initial purchase under the $21 million  commitment in exchange for
3,333,332 shares of our common stock. Concurrently with entering into the common
stock purchase  agreement,  we entered into a registration rights agreement with
Fusion Capital.  Under the registration  rights  agreement,  we agreed to file a
registration  statement  related to the transaction  with the U.S.  Securities &
Exchange  Commission ("SEC") covering the shares that have been issued or may be
issued to Fusion  Capital under the common stock purchase  agreement.  After the
SEC has declared effective the registration statement related to the transaction
we have the right over a 25-month  period to sell our shares of common  stock to
Fusion  Capital,  from  time to time,  in  amounts  up to $1  million  per sale,
depending on certain  conditions as set forth in the  agreement,  up to the full
aggregate commitment of $21 million.

The purchase  price of the shares  related to the $20 million  balance of future
funding will be based on the prevailing market prices of the Company's shares at
the time of sales without any fixed  discount,  and the Company will control the
timing  and amount of any sale of shares to Fusion  Capital.  There are no upper
limits to the  price  Fusion  Capital  may pay to  purchase  our  common  stock.
However,  Fusion  Capital  shall not be  obligated to purchase any shares of our
common  stock on any  business  day that the price of our common  stock is below
$0.20.  There  are no  negative  covenants,  restrictions  on  future  fundings,
penalties or  liquidated  damages in the  agreement.  The common stock  purchase
agreement may be terminated by us at any time at our discretion without any cost
to us.

In consideration  for entering into the $21 million agreement we agreed to issue
to Fusion Capital  3,500,000 shares of our common stock as financing  commitment
shares which Fusion  Capital has agreed to hold for the term of the common stock
purchase agreement.  Additionally, under the stock purchase agreement we granted
Fusion Capital common stock purchase  warrants to purchase  1,666,666  shares of
our common stock at $0.50,  and  1,666,666  shares of our common stock at $0.75.
The shares  underlying  the warrant grants do not carry  mandatory  registration
requirements  under  the  terms  of the  common  stock  purchase  agreement  and
registration rights agreement.

The proceeds  received by the Company under the common stock purchase  agreement
are expected to be used to build an initial base  production  system  delivering
full size commercial quality solar modules,  and initiate the manufacture of the
first of four (4) planned 25 megawatt  systems under the  Company's  planned 100
megawatt thin film solar module production  facility.  Proceeds may also be used
to lease and prepare manufacturing facilities with the necessary support systems
for the manufacturing line, inventory, staff, and general working capital.

The  foregoing   description  of  the  common  stock  purchase  agreement,   the
registration  rights  agreement,  and the common  stock  purchase  warrants  are
qualified  in their  entirety by  reference to the full text of the common stock
purchase  agreement,  the registration  rights  agreement,  and the common stock
purchase  warrants,  a copy of each of which is attached hereto as Exhibit 10.1,
10.2 and 10.3,  respectively,  and each of which is  incorporated  herein in its
entirety by reference.

Item 3.02    Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.


        10.1   Common Stock Purchase Agreement, dated as of November 1, 2007, by
               and between the Company and Fusion  Capital Fund II,  LLC.

        10.2   Registration  Rights Agreement,  dated as of November 1, 2007, by
               and between the Company and Fusion Capital Fund  II, LLC.

        10.3   Form of Warrant, dated as of November 1, 2007







                                   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 hereunto duly authorized.


                                              XSUNX, INC.


November 2, 2007                              By: /s/ Tom Djokovich
                                                  ------------------------------
                                                  Tom Djokovich, CEO