FORM 10-QSB/A


                                  AMENDMENT #1


                         SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                         For Quarter Ended June 30, 2005

                        Commission file number: 000-29621

                                   XSUNX, INC.

             (Exact name of registrant as specified in its charter)



       Colorado                                        84-1384159
------------------------                            ------------------
(State of incorporation)                   (I.R.S. Employer Identification No.)


                      65 Enterprise, Aliso Viejo, CA 92656
               (Address of principal executive offices) (Zip Code)

                  Registrant's telephone number: (949) 330-8060

           Securities registered pursuant to Section 12(b) of the Act:

                            Title of each class: None

                 Name of each exchange on which registered: N/A

           Securities registered pursuant to Section 12(g) of the Act:

                            Title of each class: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days. Yes [X] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of August 10, 2005 the number of shares  outstanding of the registrant's only
class of common stock was 123,854,733

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]


                                       1




                                  Table of Contents




PART I - FINANCIAL INFORMATION                                                    PAGE
                                                                                      


Item 1.  Financial Statements


         Independent Auditor's Report................................................... F-1

         Balance Sheets June 30, 2005 (unaudited) and September 30, 2004................ F-2

         Statements  of  Operations  for the Three  Months and Nine Months ended
         June 30, 2005 and 2004  (unaudited)  and the period  February  25, 1997
         (inception) to June 30, 2005................................................... F-3

         Statements  of Cash Flows for the Nine  Months  ended June 30, 2005 and
         2004  (unaudited) and the period February 27, 1997  (inception) to June
         30, 2005....................................................................... F-4

         Statements of Stockholders Equity for the period February 25, 1997
         (inception) to June 30, 2005 unaudited)........................................ F-5


         Notes to Financial Statements (Unaudited)...................................... F-6


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.......................................................... 3

Item 3.  Controls and Procedures........................................................ 7

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ............................................................. 7

Item 2.  Changes in Securities.......................................................... 7

Item 3.  Defaults upon Senior Securities................................................ 8

Item 4.  Submission of Matters to a Vote of Security Holders............................ 8

Item 5.  Other Information.............................................................. 8

Item 6.  Exhibits and Reports on Form 8-K............................................... 8

Signatures.............................................................................. 9




                                       2



                          PART I. FINANCIAL INFORMATION


Item 1. Financial Statements


                                      XSUNX

                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS


                         NINE-MONTHS ENDED JUNE 30, 2005
                                   (UNAUDITED)







JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099




REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM



Board of Directors
XSUNX, Inc.
Denver, CO


We have reviewed the accompanying  balance sheet of XSUNX,  Inc. (An Exploration
Stage Company) as of June 30, 2005 and the related  statements of operations for
the three and nine months  ended June 30, 2005 and the period  February 27, 1997
(inception)  to June 30,  2005 and cash flows and  stockholders'  equity for the
nine-months  ended June 30, 2005 and for February 25, 1997  (inception)  to June
30, 2005.  These financial  statements are the  responsibility  of the Company's
management.

We conducted  our review in  accordance  with  standards  of the Public  Company
Accounting  Oversight  Board (United  States).  The review of interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of person  responsible  for financial and  accounting
matters. It is substantially less in scope than an audit conducted in accordance
with standards of the Public Company Accounting Oversight Board (United States),
the objective of which is the  expression of an opinion  regarding the financial
statements as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with accounting principles generally accepted in the United States.

The financial  statements for the year ended  September 30, 2004 were audited by
other accountants, whose report dated December 3, 2004, expressed an unqualified
opinion on those  statements.  They have not performed  any auditing  procedures
since that date In our opinion,  the information  set forth in the  accompanying
balance sheets as of June 30, 2005 is fairly stated in all material  respects in
relation to the balance sheet from which it has been derived.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  conditions exist which raise substantial doubt about the
Company's  ability to continue as a going concern  unless it is able to generate
sufficient  cash  flows to meet its  obligations  and  sustain  its  operations.
Management's  plans in regard to these matters are also described in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/ Jaspers + Hall, PC
Jaspers + Hall, PC
Denver, CO
July 27, 2005






                                       F-1







                                               XSUNX, INC.
                                    (Formerly Sun River Mining, Inc.)
                                      (A Development Stage Company)
                                             Balance Sheets
                                               (Unaudited)

                                                                                June 30,          September 30,
                                                                                  2005                 2004
                                                                            -----------------    -----------------
                                                                                           
ASSETS:
Current assets:
   Cash                                                                              $ 3,620             $ 37,344
   Prepaid Expenses                                                                   43,500               20,000
                                                                            -----------------    -----------------

      Total current assets                                                            47,120               57,344
                                                                            -----------------    -----------------

Fixed assets:
   Office Equipment (Net)                                                              2,270                2,270
   R&D Equipment                                                                     173,000                    -
                                                                            -----------------    -----------------

      Total fixed assets                                                             175,270                2,270
                                                                            -----------------    -----------------

Other assets:
    Patents                                                                           20,000               10,000
    Deposit - Lease                                                                        -                2,500
                                                                            -----------------    -----------------

      Total other assets                                                              20,000               12,500
                                                                            -----------------    -----------------

TOTAL ASSETS                                                                       $ 242,390             $ 72,114
                                                                            =================    =================


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
   Accounts Payable                                                                $ 345,809             $ 89,030
   Accrued Expenses                                                                    7,484                5,908
   Notes Payable                                                                           -                1,225
                                                                            -----------------    -----------------

     Total current liabilities                                                       353,293               96,163
                                                                            -----------------    -----------------
Stockholders' Equity:
Preferred Stock, par value $0.01 per share; 50,000,000
 shares authorized; no shares issued and outstanding                                       -                    -
Common Stock, no par value; 500,000,000 shares authorized;
  121,196,239 shares issued and outstanding at June 30,
  2005 and  114,036102 outstanding at September 30, 2004                           3,669,791            3,104,396
Common stock warrants                                                              1,200,000            1,200,000
Deficit accumulated during the exploratory stage                                  (4,980,694)          (4,328,445)
                                                                            -----------------    -----------------
      Total stockholders' equity (deficit)                                          (110,903)             (24,049)
                                                                            -----------------    -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $ 242,390             $ 72,114
                                                                            =================    =================


                             See Accountants' Review Report
                                           F-2








                                                   XSUNX, INC.
                                        (Formerly Sun River Mining, Inc.)
                                          (A Development Stage Company)
                                             Statement of Operations
                                                   (Unaudited)

                                                                                                                  Feb. 25, 1997
                                                                                                        Feb. 25, 1997
                                       Three-Months Ended                 Nine-Months Ended             (Inception) to
                                            June 30,                           June 30,                    June 30,
                                      2005            2004               2005            2004                2005
                                   ------------    ------------        -----------     -----------       -------------
                                                                                          
Revenue                                    $ -             $ -                $ -             $ -                 $ -




Expenses:
   Abandoned Equipment                       -               -                  -               -                 808
   Advertising                           1,344               -              3,754               -               3,754
   Bank Charges                             71             193                372             255               2,485
   Consulting                           10,000           9,700             10,000           9,700           1,034,039
   Contract R&D                        144,310          61,645            357,646          74,495             487,139
   Depreciation                              -               -                  -               -               3,178
   Directors' Fees                           -              29                  -              29              11,983
   Due Diligence                             -               -                  -               -              45,832
   Equipment Rental                          -               -                  -               -               6,295
   Impairment loss                           -               -                  -               -             923,834
   Legal & Accounting                   31,150           6,462             49,783          21,807             238,143
   Licenses & Fees                           -               -                 25               -               6,435
   Meals & Entertainment                   551              30                551             142               4,670
   Office Expenses                         587           4,488              3,135           7,247              22,334
   Other Operating Expenses              2,098               -              2,098               -               2,098
   Salaries                             41,032          33,108            120,144          98,108             620,230
   Postage & Shipping                      377             122                849             424               4,066
   Printing                              1,219              57              1,721             191               7,301
   Public Relations                     42,645             350             81,871           1,190             192,837
   Rent                                  3,290           2,250              7,040           7,423              24,003
   Subscriptions                           104               -                104               -                 104
   Taxes                                     -               -                  -               -               4,657
   Telephone                             1,342           1,271              3,675           2,814              38,490
   Transfer Agent Expense                  319             843              3,413           2,643              19,738
   Travel                                1,904           1,665              6,584           1,887              69,517
   Warrant Option Expense                    -               -                  -               -           1,200,000
                                   ------------    ------------        -----------     -----------       -------------
Total Operating Expenses               282,343         122,213            652,765         228,355           4,969,408
                                   ------------    ------------        -----------     -----------       -------------
Other Income (Expense)
   Interest Expense                          -               -                                                 71,597
   Returned Merchandise                    (98)              -               (516)              -                (516)
   Interest Income                           -               -                                                    (22)
   Forgiveness of Debt                       -               -                                                (59,773)
                                   ------------    ------------        -----------     -----------       -------------
Net (Loss)                          $ (282,245)     $ (122,213)        $ (652,249)     $ (228,355)       $ (4,980,694)
                                   ------------    ------------        -----------     -----------       -------------

Per Share Information:

   Weighted average number of
     common shares outstanding     121,196,239     111,479,898
                                   ------------    ------------
Net Loss per Common Share               *               *
                                   ------------    ------------



                         See Accountants' Review Report
                                       F-3








                                   XSUNX, INC.
                        (Formerly Sun River Mining, Inc.)
                          (A Development Stage Company)
                             Statement of Cash Flows
                                   (Unaudited)
                                                                                                                  Feb. 25, 1997
                                                                                                           Feb. 25, 1997
                                                                            Nine-Months Ended              (Inception) to
                                                                                June 30,                      June 30,
                                                                         2005               2004                2005
                                                                     --------------     --------------    -----------------
                                                                                                 
Cash Flows from Operating Activities:
Net Loss                                                                 $(652,249)         $(228,355)        $ (4,980,694)
  Adjustments to reconcile net loss to cash used in
    operating activities:
   Issuance of Common Stock for Services                                    34,000                  -            1,295,557
   (Increase) Decrease in Deposits                                           2,500            (22,500)                   -
   (Increase) in Prepaid Expenses                                          (23,500)                 -              (43,500)
   Increase in Accrued Expenses & Taxes                                      1,576             98,831                7,484
   Increase in Accounts Payable                                            256,779             39,608              345,809
                                                                     --------------     --------------    -----------------
Net Cash Flows Used for Operating Activities                              (380,894)          (112,416)          (3,375,344)
                                                                     --------------     --------------    -----------------
Cash Flows from Investing Activities:
    Purchase of Fixed Assets                                              (173,000)                 -             (175,270)
    Purchase of Intangible Assets                                          (10,000)                 -              (20,000)
                                                                     --------------     --------------    -----------------
Net Cash Flows Used for Investing Activities                              (183,000)                 -             (195,270)
                                                                     --------------     --------------    -----------------
Cash Flows from Financing Activities:
   Payment of Note Payable                                                  (1,225)                 -                    -
   Proceeds from Notes Payable                                                   -              4,368                    -
   Issuance of Common Stock for Warrants                                         -                  -            1,200,000
   Issuance of Common Stock                                                531,395            174,844            2,374,234
                                                                     --------------     --------------    -----------------
Net Cash Flows Provided by Financing Activities                            530,170            179,212            3,574,234
                                                                     --------------     --------------    -----------------
Net Increase (Decrease) in Cash                                            (33,724)            66,796                3,620
                                                                     --------------     --------------    -----------------
Cash and cash equivalents - Beginning of period                             37,344              2,346                    -
                                                                     --------------     --------------    -----------------
Cash and cash equivalents - End of period                                  $ 3,620           $ 69,142              $ 3,620
                                                                     ==============     ==============    =================

Supplemental Disclosure of Cash Flow Information
   Cash Paid During the Year for:
      Interest                                                                 $ -                $ -             $ 71,346
                                                                     ==============     ==============    =================
      Income Taxes                                                             $ -                $ -                  $ -
                                                                     ==============     ==============    =================

NON-CASH TRANSACTIONS
    Common stock issued in exchange for services                          $ 34,000                $ -           $1,295,557
                                                                     ==============     ==============    =================



                         See Accountants' Review Report
                                       F-4






                                                   XSUNX, INC.
                                        (Formerly Sun River Mining, Inc.)
                                          (A Development Stage Company)
                                   Statement of Stockholders' Equity (Deficit)
                                                 June 30, 2005
                                                   (Unaudited)

                                                                                                       Deficit
                                                                                                       Accumulated
                                                                                     Common          During the
                                                 Common Stock                         Stock          Exploration
                                                # of Shares         Amount          Warrants            Stage             Totals
                                               ---------------   --------------   --------------    --------------     -------------
                                                                                                        
Balance - September 30, 1999                          753,148       $1,894,419              $ -       $(2,475,441)       $ (581,022)
                                               ---------------   --------------   --------------    --------------     -------------
Issuance of stock for cash 9/00                        15,000           27,000                -                 -            27,000
Net Loss for year                                           -                -                -          (118,369)         (118,369)
                                               ---------------   --------------   --------------    --------------     -------------
Balance - September 30, 2000                          768,148        1,921,419                -        (2,593,810)         (672,391)
                                               ---------------   --------------   --------------    --------------     -------------
Extinquishment of debt                                      -          337,887                -                 -           337,887
Net Loss for year                                           -                -                -           (32,402)          (32,402)
                                               ---------------   --------------   --------------    --------------     -------------
Balance - September 30, 2001                          768,148        2,259,306                -        (2,626,212)         (366,906)
                                               ---------------   --------------   --------------    --------------     -------------
Net Loss for year                                           -                -                -           (47,297)          (47,297)
                                               ---------------   --------------   --------------    --------------     -------------
Balance - September 30, 2002                          768,148        2,259,306                -        (2,673,509)         (414,203)
                                               ---------------   --------------   --------------    --------------     -------------
Issuance of stock for Assets 7/03                  70,000,000                3                -                 -                 3
Issuance of stock for Cash 8/03                     9,000,000          225,450                -                 -           225,450
Issuance of stock for Debt 9/03                       115,000          121,828                -                 -           121,828
Issuance of stock for Accruals 9/03                   115,000           89,939                -                 -            89,939
Issuance of stock for Services 9/03                31,300,000          125,200                -                 -           125,200
Net Loss for year                                           -                -                -          (145,868)         (145,868)
                                               ---------------   --------------   --------------    --------------     -------------
Balance - September 30, 2003                      111,298,148        2,821,726                -        (2,819,377)            2,349
                                               ---------------   --------------   --------------    --------------     -------------
Issuance of stock for cash                            181,750           21,071                -                 -            21,071
Issuance of stock for cash                            217,450           22,598                -                 -            22,598
Issuance of stock for cash                            254,956           34,669                -                 -            34,669
Issuance of stock for cash                            694,649           96,306                -                 -            96,306
Issuance of stock for cash                            157,649           21,421                -                 -            21,421
Issuance of stock for cash                             57,000            5,133                -                 -             5,133
Issuance of stock for cash                          1,174,500           81,472                -                              81,472
Issuance of common stock warrants                           -                -        1,200,000                 -         1,200,000
Net Loss for period                                         -                -                -        (1,509,068)       (1,509,068)
                                               ---------------   --------------   --------------    --------------     -------------
Balance - September 30, 2004                      114,036,102        3,104,396        1,200,000        (4,328,445)          (24,049)
                                               ---------------   --------------   --------------    --------------     -------------
Issuance of stock for cash                          5,907,537          471,068                -                 -           471,068
Issuance of stock for cash                            300,600           20,067                -                 -            20,067
Issuance of stock for services                        300,000           24,000                -                 -            24,000
Issuance of stock for cash                            527,000           40,260                -                 -            40,260
Issuance of stock for services                        125,000           10,000                -                 -            10,000
Net Loss for Period                                         -                -                -          (652,249)         (652,249)
                                               ---------------   --------------   --------------    --------------     -------------
Balance - June 30, 2005                           121,196,239       $3,669,791       $1,200,000       $(4,980,694)       $ (110,903)
                                               ===============   ==============   ==============    ==============     =============

All shares have been adjusted for the 1 for
20 reverse split in Fiscal Year 2003



                         See Accountants' Review Report
                                       F-5






                                   XSUNX, INC.
                        (FORMERLY SUN RIVER MINING, INC.)
                          Notes to Financial Statements
                                  June 30, 2005
                                   (Unaudited)


Note 1 - Presentation of Interim Information:

In the opinion of the  management of XSUNX,  Inc.,  the  accompanying  unaudited
financial  statements  include all normal  adjustments  considered  necessary to
present  fairly the  financial  position  as of June 30, 2005 and the results of
operations  for the three and  nine-months  ended June 30, 2005 and 2004 and for
the period  February 25, 1997  (inception)  to June 30, 2005, and cash flows for
the nine-months ended June 30, 2005 and 2004 and the for the period February 25,
1997  (inception)  to  June  30,  2005.  Interim  results  are  not  necessarily
indicative of results for a full year.


The financial  statements and notes are presented as permitted by Form 10-Q, and
do not contain certain  information  included in the Company's audited financial
statements and notes for the fiscal year ended September 30, 2004.

Note 2 - Going Concern:

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.


The  Company is in the  exploration  state and has not earned any  revenue  from
operations.  The  Company's  ability to continue as a going concern is dependent
upon its  ability  to develop  additional  sources of capital or locate a merger
candidate  and  ultimately,  achieve  profitable  operations.  The  accompanying
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.  Management is seeking new capital to revitalize
the Company.

Note 3 - Commitment:

On September 17, 2004, the Company  entered into a definitive  asset license and
cooperative  venture  agreement with  MVSystems,  Inc. for the  development  and
commercialization  of  cooperative  uses of core  technologies  as  supplemental
enhancements to the commercial application of their respective  technologies and
business initiatives.

Note 4 - Stock Option Plan:

Effective June 30, 2004, the Company  adopted the 2004 Xsunx,  Inc.  Option Plan
(the "Plan") to provide  incentives  for obtaining and retaining the services of
eligible Employees,  Consultants and Directors who are anticipated to contribute
to  the  Company's  long  range  success  and  insure  to  the  benefit  of  all
stockholders  of  the  Company.  The  Plan  authorizes  the  issuance  of  up to
30,000,000  shares  of the  Company's  common  stock  pursuant  to the grant and
exercise of up to 30,000,000  stock options.  The Plan was approved by unanimous
written  consent of the Board of  Directors  of Xsunx,  Inc. The adoption of the
Plan is subject to  ratification  by a majority of the  Company's  stockholders,
which  approval  must be  obtained  within 12 months  from the date the Plan was
adopted by the Board.  No shares of stock have been issued in  Fiscal Year 2005.
The Plan was cancelled by the Board due to non-approval in August 2005.

Note 5 - Material Definitive Agreement:

On July 14, 2005, the Company issued a secured convertible  debenture to Cornell
Capital  Partners,  LLP for aggregate  proceeds of $850,000.  In connection with
this  transaction,  the Company also issued 2,609,263 shares of common stock and
five-year  warrants to purchase  4,250,000  shares and 2,125,000 shares at $0.15
and $0.20, respectively.  All securities were issued pursuant to Section 4(2) of
the Securities Act of 1933, as amended.




                                       F-6



Item 2.  MANAGEMENT'S DISCUSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CAUTIONARY AND FORWARD LOOKING STATEMENTS

         In addition to statements of historical fact, this Form 10-QSB contains
forward-looking  statements.  The presentation of future aspects of XsunX,  Inc.
("XsunX",  the "Company" or "issuer") found in these  statements is subject to a
number of risks and  uncertainties  that could  cause  actual  results to differ
materially from those reflected in such statements. Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  analysis  only  as  of  the  date  hereof.  Without  limiting  the
generality of the foregoing,  words such as "may," "will," "expect,"  "believe,"
"anticipate,"  "intend,"  or  "could"  or the  negative  variations  thereof  or
comparable terminology are intended to identify forward-looking statements.

         These  forward-looking  statements are subject to numerous assumptions,
risks and  uncertainties  that may cause XsunX's actual results to be materially
different  from  any  future  results  expressed  or  implied  by XsunX in those
statements.  Important  facts that could prevent XsunX from achieving any stated
goals include, but are not limited to, the following:

         Some  of  these  risks  might  include,  but are not  limited  to,  the
following:

         (a) volatility or decline of the Company's stock price;

         (b) potential fluctuation in quarterly results;

         (c) failure of the Company to earn revenues or profits;

         (d) inadequate capital to continue or expand its business, inability to
             raise additional capital or financing to implement its business
             plans;

         (e) failure to commercialize its technology or to make sales;

         (f) rapid and significant changes in markets;

         (g) litigation with or legal claims and allegations by outside parties;

         (h) insufficient revenues to cover operating costs.


         There is no assurance that the Company will be profitable,  the Company
may not be able to  successfully  develop,  manage or market  its  products  and
services,  the Company may not be able to attract or retain qualified executives
and  technology  personnel,  the  Company's  products  and  services  may become
obsolete,  government  regulation may hinder the Company's business,  additional
dilution in outstanding  stock  ownership may be incurred due to the issuance of
more shares,  warrants and stock options,  or the exercise of warrants and stock
options, and other risks inherent in the Company's businesses.

         The Company relies substantially on outsourced and contracted strategic
relationships for service  associated with the development of its technology and
products.  A loss of  strategic  relationships  used in the  development  of our
products  and  technology  could  impede our ability to complete our product and
result in a material  adverse  effect  causing the  business to suffer.  We have
established a plan of operations under which we rely on a strategic relationship
with MVSystems, Inc. to provide general facilities,  personnel, and expertise in
the  research  and  development  of the  technology  and  manufacturing  process
underlying  our Power Glass (TM) product.  A loss of this  relationship  for any
reason could cause us to experience  difficulties  in completing the development
of our product and implementing our business strategy. There can be no assurance
that we could establish other  relationships  of adequate  expertise in a timely
manner or at all.


                                       3


         The  Company   undertakes  no  obligation  to  publicly   revise  these
forward-looking  statements to reflect events or circumstances  that arise after
the date hereof.  Readers should carefully review the factors described in other
documents the Company files from time to time with the  Securities  and Exchange
Commission, including the Quarterly Reports on Form 10-QSB and Annual Reports on
Form 10-KSB  filed by the  Company and any Current  Reports on Form 8-K filed by
the Company.

CURRENT OVERVIEW

         XsunX,  Inc.  is  developing  Power  Glass(TM)  - an  innovative  solar
technology  that allows glass windows to produce  electricity  from the power of
the sun.  This  process for  producing  electricity  is known as  Photovoltaics.
Photovoltaic ("PV") is the science of capturing and converting solar energy into
electricity.

         Using  patented  solar cell  design and  manufacturing  processes,  the
Company is focused on the development of very thin semi-transparent  coatings on
thin-film  flexible  plastics  that  create  large  area  monolithic  solar cell
structures  that  you  can  see  through.  This  semi-transparency  makes  Power
Glass(TM)  glazing  desirable  for  placing  over  glass,  plastics,  and  other
see-through structures.

         The   Company's   strategy  is  to   complete   the   development   and
commercialization  of its  Power  Glass(TM)  process  and enter  into  licensing
agreements with channel  partners who will  manufacture and distribute  products
made with the XsunX solar  electric  glass  technology.  In this  manner,  it is
anticipated  that  glass  manufactures  will  incorporate  the  Power  Glass(TM)
technology  into  their   manufacturing   process  as  an  "original   equipment
manufacturer" (OEM) and sell the finished product to their consumers.

         For the period  ended June 30, 2005,  the Company had and  continues to
focus on the  development  and refinement of  commercially  appealing solar cell
designs, proprietary manufacturing processes and facilities design that could be
provided to our future  licensees as turn-key  solutions for the mass production
of Power Glass(TM)  films. A large part of the Company's  investment  capital is
used  for  product  development.  However,  this  may  begin  to  shift  towards
marketing,  sales,  and  business  development  in this new fiscal  year  ending
September 30, 2005.

         The Company continues to develop and optimize the XsunX Power Glass(TM)
process for future commercial applications. Areas of current process development
include:

         (a)   Process  development on thin-film  sheet and rolled  polymers and
               plastics
         (b)   Characterize  efficiency and  transparency vs. thickness - curves
               for applications
         (c)   Engineer  the  integration  of  reel-to-reel  and laser  scribing
               process into manufacturing devices

         In  conjunction  with on going R&D efforts the Company is working  with
various  manufactures  to assist in the  development  of specific  applications,
processes and manufacturing requirements.

         The Company  intends to continue to make  investments in the commercial
development of its patents and evolving  technologies  through the course of the
next year. To finance these  development  efforts we are currently engaged in on
going capital  formation  efforts to fund the Company's  projected  deficits for
development  costs in the  current  year.  The  Company  intends to  continue to
fulfill its working  capital  requirements  through the sale of Common Stock.  A
majority  of the  investment  proceeds  will be  allocated  for  the  commercial
development of its Power Glass(TM) product line.


                                       4


         Management  believes  the  summary  data  presented  herein  is a  fair
presentation of the Company's  results of operations for the periods  presented.
Due to the Company's  change in primary  business  focus in October 2003 and new
business   opportunities   these  historical  results  may  not  necessarily  be
indicative  of results to be expected  for any future  period.  As such,  future
results of the Company may differ significantly from previous periods.

Results of Operations for the Three-Month Period Ended June 30, 2005 Compared to
the Same Period in 2004

         The Company  generated no revenues in the period ended June 30, 2005 as
well as for the same period in 2004.

         The Company incurred operating expenses totaling $282,343 for the three
months  ended June 30, 2005  compared  to $122,213  for the same period in 2004.
Primary sources for the increase to operating  expense of $160,130  include:  an
increase  of $82,665 in  Research  and  Development  activities,  an increase of
$42,295 in Public Relations activity,  and an increase of $35,170 in General and
Administrative expenses related to an increase in legal, accounting and business
development expenses.  The $282,343 operating expenses includes non-cash charges
of $22,950 for the issuance of unregistered  stock for business  development and
advisory services in lieu of cash payment for services.

         The net loss for the three months ended June 30, 2005 was ($282,245) as
compared to a net loss of ($122,213)  for the same period 2004.  The increase of
$160,032  includes (i) an increase in research and  development  expenditures of
$82,665 which is anticipated to continue to increase for the foreseeable  future
as the Company  furthers  efforts to complete the  commercial  development  of a
licensable  process  for the  manufacture  of  semi-transparent  solar  electric
glazing   technologies   and  (ii)  an   increase  of  $77,367  in  General  and
Administrative  expenses  attributed to the Company's  business  development and
investor awareness efforts.

         These  expenses are  anticipated to continue to increase as the Company
continues  the  development  of its business plan as a developer and provider of
solar electric technologies.

Results of Operations for the Nine Month Period Ended June 30, 2005 Compared to
Same Period ended June 30, 2004

         The Company had no revenues  in the  nine-month  period  ended June 30,
2005 as well as for the same period in 2004.

         The  Company  incurred  operating  expenses  totaling  $652,765  in the
nine-month  period  ended June 30, 2005  compared to $228,355 in the same period
ended June 30, 2004.  The major  components  of the  expenses in the  nine-month
period were Contract R&D of $357,646, salaries of $120,144, legal and accounting
fees  of  $49,783,  public  relations  expenses  of  $81,871,  and  general  and
administrative expenses of 43,312. These expenses were all incurred in preparing
to  commercialize a licensable  process for the manufacture of  semi-transparent
solar electric glazing technologies.


     The  Company  incurred  net  loses  of  ($652,249)  and  ($228,355)  in the
nine-month period ended June 30, 2005 and 2004 respectively.  The associated net
loss per share was  nominal in the  nine-months period  ended June 30,  2005 and
2004. The Company expects the trend of losses to continue at an accelerated rate
in future  quarters until the Company is able to begin sales of  significance of
which there is no assurance.


Liquidity and Capital Resources

       The Company  had cash at June 30, 2005 of $3,620 and prepaid  expenses in
the amount of $43,500  equaling  total current  assets of $47,120 as compared to
cash of $37,344 in cash and prepaid  expenses in the amount of $20,000  equaling
total current  assets of $57,344 as of September 30, 2004. The Company had a net
working  capital  (deficit)  of  ($306,173)  as  compared  to a working  capital
(deficit) of ($38,819) at September 30, 2004.  There were no cash flows provided
from operations  during the nine-month  period ended June 30, 2004 and increases
to general,  administrative,  research and development expenses in these periods
resulted in an overall increase to working capital deficits.


                                       5



       Cash flow from financing  activities used in operating  activities during
the nine-month  period ended, June 30, 2005, was ($380,894) as compared to using
($112,416)  for the same period 2004. The increase of cash used in operations of
$268,478  included  (i) an  increase  in research  and  development  expenses of
$82,665  (ii)  non-cash  charges of $34,000 for  un-registered  stock issued for
investor  relations and advisory  services in lieu of cash payments (iii) and an
increase of $151,813 in general and  administrative  expenses in the  commercial
development  of the  Company's new business  objectives.  The value of the stock
issued for services was  determined  by using the value of the last sale closing
price or a monthly  average  closing price as quoted on the OTCBB on the date of
issuance.

         For the  nine-months  ended June 30, 2005, the Company's  capital needs
have been met from the  proceeds  of a series of  private  placements  of Common
Stock made by the  Company.  The Company  completed  private  placements  of its
common stock pursuant to Regulation S totaling  $531,394.97  in the  nine-months
ended June 30, 2005 of which $40,260 was completed in the quarter ended June 30,
2005 as  compared to  $179,212  for the  nine-months  ended June 30,  2004.  The
proceeds from the above sales of  unregistered  securities were used to fund the
research and developments  efforts and day-to-day  operations of the Company and
to pay the accrued liabilities associated with these operations.  See "Part II -
Item 2. Change in Securities" for a review of the sale or issuance of securities
in the three months ended June 30, 2005.

         Cash and cash  deposits  at June 30, 2005 were  $47,500,  a decrease of
$125,494  from March 31,  2005.  We had , at June 30,  2005,  a working  capital
(deficit) of  ($306,173).We  anticipate  that there will not be sufficient  cash
generated from  operations in the current year necessary to fund our current and
anticipated cash  requirements.  The Company is currently  engaged in efforts to
obtain additional financing from equity and debt placements.

NEED FOR ADDITIONAL FINANCING

         The  Company  anticipates  that  there will be no cash  generated  from
operations  in  the  current  year  necessary  to  fund  its  anticipated   cash
requirements.   The  Company  has   incurred   operating   deficits   since  its
reorganization  in October  2003,  which are expected to continue  until its new
business  model is fully  developed.  Accordingly,  the Company is  dependent on
raising  additional  capital  necessary  to meet the  Company's  cash  needs for
Research,  Development,  General and Administrative expenses including the costs
of compliance  with the  continuing  reporting  requirements  of the  Securities
Exchange Act of 1934.

         The  Company  has been able to raise  capital in a series of equity and
debt offerings in the past and is actively pursuing additional  financing in the
form of loans or equity placements to cover on going cash needs. There can be no
assurances that the Company will be able to obtain such additional financing, on
terms acceptable to it and at the times required, or at all. Lack of capital may
be a  sufficient  impediment  to  prevent  it  from  accomplishing  the  goal of
commercializing  a licensable  process for the  manufacture of  semi-transparent
solar electric glazing technologies.

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.

GOING CONCERN

         The  Company is in the  development  stage and as of the period  ending
June 30, 2005,  did not have any products for sale,  and had not  generated  any
revenue  from  sales  or  other  operating  activities.  To date  the  Company's
principal  source  of  liquidity  has  been  the  private  placement  of  equity
securities and the issuance of notes payable.  As such, the Company's ability to
secure additional financing on a timely basis is critical to its ability to stay
in business and to pursue planned operational activities.


                                       6


         Based  on the  foregoing  and the  Company's  history  of  losses,  the
Company's  financial  statements for the  nine-month  period ended June 30, 2005
include a going concern  opinion from its outside  auditors,  which stated there
"is  substantial  doubt"  about our  ability to continue  operating  as a "going
concern."


Item 3. CONTROLS AND PROCEDURES

         The Company's Chief  Executive  Officer and Chairman have evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended) as of the end of the period covered by this quarterly report and, based
on this evaluation,  have concluded that the disclosure  controls and procedures
are effective.

         There have been no  changes  in the  Company's  internal  control  over
financial reporting that occurred during the Company's first fiscal quarter that
has  materially  affected,  or is reasonably  likely to materially  affect,  the
Company's internal control over financial reporting.


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings - None.


Item 2. Changes in securities -

In a private placement of the Company's common stock pursuant to Regulation S of
the Act on or about April 1, 2005, the Company accepted an offer for the sale of
327,000  shares at a price of $.0764 per share,  which raised gross  proceeds of
$24,980. This offer and sale was completed on April 1, 2005.

On or about May 5,  2005 the  Company  issued  125,000  shares  of common  stock
pursuant to Rule 144 of the Act to 1 consultant as compensation for three months
of services to be rendered to the company.  The shares were valued at the market
price of the Company's  common stock at the time of issuance which was $0.08 per
share for a total compensated value of $10,000.00.

In a private placement of the Company's common stock pursuant to Regulation S of
the Act on or about May 12, 2005, the Company  accepted an offer for the sale of
200,000  shares at a price of $.0764 per share,  which raised gross  proceeds of
$15,280. This offer and sale was completed on May 12, 2005.

On or about July 21,  2005 the  Company  issued  49,231  shares of common  stock
pursuant to Rule 144 of the Act to 1 consultant as compensation for three months
of services that had been rendered to the company. The shares were valued at the
average market price of the Company's common stock over the previous three month
period of services which was $0.1219 per share for a total  compensated value of
$6,000.00.

In July 2005, the Company issued  secured  convertible  debentures for aggregate
proceeds of $850,000.  In  connection  with this  transaction,  the Company also
issued  2,609,263  shares of common  stock and  five-year  warrants  to purchase
4,250,000  shares and  2,125,000  shares at $0.15 and $0.20,  respectively.  All
securities  were issued  pursuant to Section 4(2) of the Securities Act of 1933,
as amended.


                                       7


Item 3. Defaults upon senior securities - None.

Item 4. Submission of matters to a vote of security holders - None.

Item 5. Other information - None

Item 6. Exhibits and reports on Form 8-K -

A. Exhibits:

31 Sarbanes-Oxley Certification
32 Sarbanes-Oxley Certification

B. Reports on Form 8-K: None.




                                       8




                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.





Dated: August 17, 2005             XSUNX, INC.

                                   By:  /s/ Tom M. Djokovich
                                        ----------------------------------------
                                        Tom M. Djokovich, Chief Executive
                                        Officer, President, and acting Chief
                                        Financial Officer














                                       9