Please direct replies to zip code 20549-0510


April 29, 2005

via U.S. mail and facsimile

Tom Djokovich
President and Acting CFO
Xsunx, Inc.
65 Enterprise
Aliso Viejo, CA 92656

Re:	Form 10-KSB/A for the fiscal year ended September 30, 2004
	Form 10-QSB for the quarter ended December 31, 2004
	File No. 0-29621

Dear Mr. Djokovich:

We have reviewed these filings and have the following comments.
If
you disagree with a comment, 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 or may not 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 10-KSB/A for the Year Ended September 30, 2004

Financial Statements

1.	We note that the financial statements and notes were labeled
"restated."  If you believe that your revisions constitute a
restatement, please provide the additional restatement
disclosures.
Otherwise delete all references of "restated" in your filing.





Written Statement of Acknowledgement

2.	As previously requested, please provide, in writing, a
statement
from the company acknowledging the three points described below.


Form 10-QSB for the Quarter Ended December 31, 2004

Accountants` Review Report, page F-1

3.	Please request your auditors to revise their report in future
filings to state that their review was conducted "in accordance
with
the standards of the Public Company Accounting Oversight Board
(United States)" as outlined in PCAOB Auditing Standard No. 1.
Accordingly, they should delete all references to "standards
established by the American Institute of Certified Public
Accountants."

Exhibit 31

4.	In future filings revise your certification to conform
wording
to example language provided in Item 601 (31) of Regulation S-B.

	*	*	*	*

Please respond to these comments within 10 business days, or tell
us
when you will provide us with a response.  Please provide us with
a
supplemental response letter that keys your responses to our
comments
and provides any requested supplemental information.  Detailed
letters greatly facilitate our review.  Please file your
supplemental
response on EDGAR as a correspondence file.  Please understand
that
we may have additional comments after reviewing your 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.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

If you have any questions regarding these comments, please direct
them to Bret Johnson, Staff Accountant, at (202) 824-5478 or, in
his
absence, to the undersigned at (202) 824-5373.


Sincerely,



John Cash
Accounting Branch Chief

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Xsunx, Inc.
Form 10-KSB/A
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE