Mail Stop 05-10


May 25, 2005


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

Re:	Xsunx, Inc.
      Form 10-KSB/A for Fiscal Year Ended September 30, 2004
	Filed May 13, 2005
	Form 10-QSB for Fiscal Quarter Ended March 31, 2005
	File No. 0-29621

Dear Mr. Djokovich:

      We have reviewed these filings and have the following
comment.
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.  After
reviewing this information, we may 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-QSB for the Quarter Ended December 31, 2004

Exhibit 31

1.	We note that you have not responded to our prior comment 4.
In
future filings revise your certification to conform to the wording
provided in Item 601 (31) of Regulation S-B, which is provided in
the
attachment.

	*	*	*	*

	Please respond to this comment within 10 business days, or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your response to our comment.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your response to our comment.

      If you have any questions regarding these comments, please
direct them to Bret Johnson, Staff Accountant, at (202) 551-3753
or,
in his absence, to the undersigned at (202) 551-3768.


Sincerely,



John Cash
Accounting Branch Chief

Exhibit 31 Certification Attachment


I, [identify the certifying individual], certify that:

1. I have reviewed this [annual/quarterly report on Form 10-
KSB/10-
QSB] of [identify small business issuer];

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances
under which such statements were made, not misleading with respect
to
the period covered by this report;

3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all
material respects the financial condition, results of operations
and
cash flows of the small business issuer as of, and for, the
periods
presented in this report;

4. The small business issuer`s other certifying officer(s) and I
are
responsible for establishing and maintaining disclosure controls
and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e))
for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused
such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during
the period in which this report is being prepared;

(b) Evaluated the effectiveness of the small business issuer`s
disclosure controls and procedures and presented in this report
our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based
on such evaluation; and

(c) Disclosed in this report any change in the small business
issuer`s internal control over financial reporting that occurred
during the small business issuer`s most recent fiscal quarter (the
small business issuer`s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely
to materially affect, the small business issuer`s internal control
over financial reporting; and

5. The small business issuer`s other certifying officer(s) and I
have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the small business issuer`s auditors
and
the audit committee of the small business issuer`s board of
directors
(or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the small business
issuer`s ability to record, process, summarize and report
financial
information; and

(b) Any fraud, whether or not material, that involves management
or
other employees who have a significant role in the small business
issuer`s internal control over financial reporting.

Date: ...............

_______________________

[Signature]

[Title]


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Tom Djokovich
Xsunx, Inc.
May 25, 2005
Page 1


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

         DIVISION OF
CORPORATION FINANCE