Sec Form 3 Filing - Grimes Joseph @ XSUNX INC - 2006-04-05

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Grimes Joseph 2. Issuer Name and Ticker or Trading Symbol XSUNX INC [ XSNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) COO (Last) (First) (Middle) 65 ENTERPRISE 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2006 (Street) ALISO VIEJO, CA92656 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 1.69 07/20/2006 04/05/2011 Common 112,000 D Warrants $ 0.51 ( 1 ) 07/20/2011 Common 500,000 D Options $ 0.46 ( 2 ) 01/26/2012 Common 500,000 D Options $ 0.36 ( 3 ) 10/23/2012 Common 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Grimes Joseph 65 ENTERPRISE ALISO VIEJO, CA92656 COO Signatures /s/ Joseph Grimes 12/21/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Employment Incentive Warrants -- Granted 7/20/06, expires 4/20/11 -- 500,000 warrants -- exercise price of $.51 per share. The warrants vest under the following provisions:(a)The Warrant became exercisable at the rate of 28,000 shares per month up to and through the first nine months of employment of Optionee by Company commencing July 20, 2006.(b)One Hundred Thousand (100,000) shares became exercisable upon the completion and delivery of a marketing plan by Optionee to the Board of Directors.(c)One Hundred Forty Eight Thousand (148,000) shares shall become exercisable upon the first sale or licensure of an XSUNX, Inc. technology under the marketing plan. ( 2 )Employment Incentive Options -- Granted 1/26/07, expires 1/26/12 -- 500,000 options -- exercise price of $.46 per share. The options vest under the following provisions:(a)The Option became exercisable in the amount of 50,000 shares upon the First Vesting Date of April 1, 2007. Thereafter, the Option shall vest and become exercisable at the rate of 50,000 Shares per calendar quarter up to a total of 400,000 shares.(b)The Option shall become exercisable in the amount of 50,000 shares for each of the first two sales/licensure of an XsunX system. ( 3 )Employment Incentive Option -- Granted 10/23/07, expires 10/23/12 -- 500,000 options -- exercise price per share of $0.36. The options vest in conjunction with a performance milestone based vesting schedule as described below: (a) 100,000 shares upon the assembly and commissioning of a base line production system.(b)100,000 shares upon the production of a commercial size working sample of the Company's planned tandem junction amorphous silicon solar module.(c) 300,000 shares upon the assembly and commissioning of the initial 25 mega watt production system as contemplated within the Company's phased build out plan for a solar module manufacturing facility.

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