(a) Resignation of Independent Accountants

Effective as of October 31, 2008 (the "Effective Date"), Jaspers & Hall, PC ("J&H") was dismissed by the Board of Directors of XsunX, Inc., a Colorado corporation (the "Registrant") as the Company's independent registered public accounting firm.

J&H's report on the Registrant's financial statements for the past two (2) fiscal years, as well as the subsequent interim period through the Effective Date, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified as to uncertainty, audit scope, or accounting principles.

The dismissal of the independent registered public accountants was approved by the Registrant's Board of Directors effective as of the Effective Date.

During the Registrant's most recent two (2) fiscal years, as well as the subsequent interim period through the Effective Date, there were no disagreements 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 in connection with their opinion to the subject matter of the disagreement.

During the Registrant's most recent two (2) fiscal years, as well as the subsequent interim period through the Effective Date, J&H 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 J&H to furnish a letter addressed to the SEC 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 November 3, 2008, the Board of Directors of the Registrant approved the engagement of Stark, Winter, Schenkein & Co., LLP ("Stark") as its independent registered public accounting firm to audit the Registrant's financial statements. The Registrant did not consult Stark 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 Stark.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Not applicable.

EXHIBIT NO.    DESCRIPTION                            LOCATION
16.1           Auditor Letter of Jaspers & Hall, PC   Provided herewith
               to the SEC, dated November 5, 2008