Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 17,
2009
XSUNX,
INC.
(Exact
name of registrant as specified in its charter)
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Colorado
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000-29621
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84-1384159
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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65 Enterprise, Aliso Viejo,
CA 92656
(Address
of principal executive offices) (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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01 Change in
Registrant’s Certifying Accountant.
(a) Dismissal
of Independent Accountants
Effective
as of July 17, 2009 (the “Effective Date”),
Stark, Winter, Schenkein & Co., LLP (“SWS”) was dismissed
by the board of directors of XsunX, Inc., a Colorado corporation (the “Registrant”), as the
Registrant’s principal independent registered public accounting
firm.
None
of SWS’s reports included in the Registrant’s financial statements for the past
two (2) fiscal years, as well as the subsequent interim periods through the
Effective Date, contained an adverse opinion or a disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope, or accounting principles.
SWS’s report did contain a paragraph relating to the Registrant's ability to
continue as a going concern.
The
dismissal of SWS as the Registrant’s principal independent registered public
accountants was approved by the Registrant’s board of directors effective as of
the Effective Date.
During
the Registrant’s two (2) most recent fiscal years, as well as the subsequent
interim period through the Effective Date, there were no disagreements between
the Registrant and SWS on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference to the subject matter of the disagreement in connection with
SWS’s report.
During
the Registrant’s most recent two (2) fiscal years, as well as the subsequent
interim period through the Effective Date, SWS did not advise the Registrant of
any of the matters identified in Item 304(a)(v)(A) - (D) of Regulation
S-K.
The
Registrant has requested SWS to furnish a letter addressed to the U.S.
Securities and Exchange Commission stating whether it agrees with the statements
made by the Registrant and, if not, stating the respects in which it does not
agree. A copy of the letter is attached hereto as Exhibit 16.1.
(b) New
Independent Accountants
Effective as of July 17, 2009, the
board of directors of the Registrant approved the engagement of HJ &
Associates, LLC (“HJ”) as its principal
independent registered public accounting firm to audit the Registrant’s
financial statements. The Registrant did not consult HJ on any matters described
in Item 304(a)(2) of Regulation S-K during the Registrant’s two (2) most recent
fiscal years or any subsequent interim period prior to engaging HJ.
Item
9.01 Financial
Statements and Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits.
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16.1
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Auditor
Letter of Stark, Winter, Schenkein & Co., LLP, to the U.S. Securities
and Exchange Commission, dated July 21, 2009
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Provided
herewith
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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 thereunto duly
authorized.
| Date:
July 21, 2009 |
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XSUNX,
INC.
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By:
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/s/
Tom Djokovich |
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Name: |
Tom
Djokovich |
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Title: |
Chief
Executive Officer/Secretary
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